**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, 2006  or**                                               |
| **o**      | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**Commissionfile number 0-19612**

**IMCLONE**SYSTEMS INCORPORATED

**(Exactname of registrant as 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 telephonenumber, including area code)

Securities registeredpursuant to Section 12(b) of the Act:

| Title of each class                         |   | Name of each  exchange on which registered |
|---------------------------------------------|--------|--------------------------------------------|
| Common Stock, par  value $0.001 and         |   | The Nasdaq Stock  Market LLC               |
| associated  preferred stock purchase rights |   |                                       |

 

Securities registeredpursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities ActYes  x  No  o

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act  Yes  o  No  x

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days. Yes  x   No  o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K  o

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 mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act)Yes  o   No  x

The aggregate market value of the voting and non-votingCommon Stock held by non-affiliates of the registrant as of June 30, 2006was $3,195,312,505.

Numberof shares of Common Stock; par value $0.001, as of March 31, 2007:85,509,760

 

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**EXPLANATORY NOTE**

This Amendment No. 1 on Form 10-K/Aamends our Annual Report on Form 10-K for the year ended December 31,2006, as filed with the Securities and Exchange Commission on March 1,2007, to include the information required by Part III of Form 10-K.The information required by Items 10-14 of Part III is no longerbeing incorporated by reference to the Proxy Statement relating to the Company’s2007 Annual Meeting of Shareholders. In addition, this amendment indicates thatthe Company’s common stock and associated preferred stock purchase rights arenow registered under Section 12(b) of the Securities Exchange Act of1934, as amended, rather than Section 12(g) as a result of the NasdaqStock Market’s registration as a national securities exchange in 2006. Thisamendment is not intended to update any other information presented in theAnnual Report as originally filed.

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**PART III**

**ITEM 10.**         DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Set forth below is certain information regarding theCompany’s directors and executive officers. Unless otherwise indicated, the ageof each director and executive officer listed below is given as of March 31,2007. The Company’s shareholders elect members of the Board of Directors toserve until their respective successors are elected or qualified or untilearlier resignation or removal. There is currently a vacancy on the Board of Directorsand such vacancy may be filled by a vote of the independent directors.

Pursuant to the Company’sStockholder Agreement dated September 19, 2001 (the “Stockholder Agreement”)with Bristol-Myers Squibb Company (“BMS”) and Bristol-Myers Squibb BiologicsCompany,  BMS has the right to nominatetwo directors as long as its ownership interest in the Company is 12.5% orgreater. As of March 31, 2007, BMS had an ownership interest of 16.58%.

***Directors***
| Name                                         | ** ** | ** ** | ** ** | **Age** | ** ** | **Current Position with Company** | ** **             | **Director of  Company  Since** | ** ** |
|----------------------------------------------|------------|------------|------------|---------|------------|--------------------------------------------------|------------------------|--------------------------------------|------------|
| Andrew G. Bodnar,  M.D., J.D.(1)(7)          |       |       | 59         |    |       |                                             | Director               |                                 |       |   | 2001 |   |   |
| Andrew R. J.  Bonfield(7)                    |       |       | 44         |    |       |                                             | Director               |                                 |       |   | 2007 |   |   |
| Alexander J.  Denner, Ph.D.(1)(2)(4)(5)(6)   |       |       | 37         |    |       |                                             | Director               |                                 |       |   | 2006 |   |   |
| Vincent T.  DeVita, Jr., M.D.(1)(4)(5)  |       |       | 72         |    |       |                                             | Director               |                                 |       |   | 1992 |   |   |
| Carl C. Icahn(5)                             |       |       | 71         |    |       |                                             | Chairman of the  Board |                                 |       |   | 2006 |   |   |
| Peter S. Liebert,  M.D.(4)                   |       |       | 71         |    |       |                                             | Director               |                                 |       |   | 2006 |   |   |
| William R.  Miller(2)(3)(5)                  |       |       | 78         |    |       |                                             | Director               |                                 |       |   | 1996 |   |   |
| Richard C.  Mulligan, Ph.D.(1)(4)(6)         |       |       | 52         |    |       |                                             | Director               |                                 |       |   | 2006 |   |   |
| David Sidransky,  M.D.(1)(2)(5)              |       |       | 46         |    |       |                                             | Director               |                                 |       |   | 2004 |   |   |
| Charles Woler, M.D.,  Ph.D., M.B.A.(1)(3)(6) |       |       | 58         |    |       |                                             | Director               |                                 |       |   | 2006 |   |   |

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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.

(6)          Member of ExecutiveCommittee.

(7)          Designated by BMS.

Biographical information concerning the Company’sdirectors including certain former directors, is set forth below.

**Andrew G. Bodnar, M.D., J.D.,**59, has served as a director of the Company since November 2001. Dr. Bodnaris Senior Vice President, Strategy of BMS. Previously, Dr. Bodnar servedas President, Oncology/Immunology and Worldwide Strategic Business Developmentfor BMS’s Pharmaceutical Group. Prior to joining BMS, Dr. Bodnar wasAssociate Chief of Internal Medicine, Acting Chief of Cardiology and Directorof the Internal Medicine Residency Program at Massachusetts General Hospital inBoston. Dr. Bodnar serves on the Board of Trustees of The New York BloodCenter and The Fox Chase Cancer Center. Dr. Bodnar received his B.A. fromHarvard College, his M.D. from Columbia University College of Physicians andSurgeons and his J.D. from Harvard Law School.

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**Andrew R. J. Bonfield,**44, hasserved as a director of the Company since April 25, 2007. Mr. Bonfieldis an Executive Vice President and the Chief Financial Officer of BMS.Mr. Bonfield is responsible for the BMS’s worldwide finance operationincluding Tax, Treasury, Control, Investor Relations, Internal Audit, FinancialShared Services, Strategy, Global Strategic Sourcing, Information Managementand Business and Corporate Development. Mr. Bonfield was a non-executiveDirector of the BOC Group in the United Kingdom from 2003 to 2006. Mr. Bonfieldholds a Bachelor of Commerce degree from the University of Natal in Durban,South Africa and is professionally certified as a chartered accountant.

**Alexander J. Denner, Ph.D.,** 37,has served as a director of the Company since May 2006. Dr. Dennerserves as a Managing Director of entities affiliated with Carl C. Icahn,including Icahn Partners LP and Icahn Partners Master Fund LP. Icahn PartnersLP and Icahn Partners Master Fund LP are private investment funds. From April 2005to May 2006, Dr. Denner served as a portfolio manager specializing inhealthcare investments for Viking Global Investors. Previously he served in avariety of roles at Morgan Stanley, beginning in 1996, including as portfoliomanager of healthcare and biotechnology mutual funds. Dr. Denner currentlyserves as a director of HyperMed, Inc., a privately held companyspecializing in imaging platforms for medical and surgical applications.Dr. Denner received his S.B. degree from the Massachusetts Institute ofTechnology and his M.S., M.Phil. and Ph.D. degrees from Yale University.

**Vincent T. DeVita, Jr.,M.D.,**71, has served as adirector of the Company since February 1992. Dr. DeVita is the Amy andJoseph Perella Professor of Medicine and Professor of Epidemiology and PublicHealth at the Yale Cancer Center and Yale University School of Medicine, NewHaven, Connecticut. From 1993 until 2003, Dr. DeVita served as a Directorof the Yale Cancer Center. From September 1988 through June 1993, Dr. DeVitaserved as Attending Physician at Memorial Sloan-Kettering Cancer Center, NewYork, and through June 1991, as its Physician-in-Chief. From 1980 to 1988,he served under Presidential appointment as Director of the National CancerInstitute (“NCI”), where he had held various positions since 1966. During hisyears with the NCI, Dr. DeVita was instrumental in developing the firstsuccessful combination cancer chemotherapy program. This work ultimately led toeffective regimens of curative chemotherapy for a variety of cancers. Dr. DeVita’snumerous awards include the 1990 Armand Hammer Cancer Prize and the 1982 Albertand Mary Lasker Medical Research Award for his contribution to the cure ofHodgkin’s disease. Dr. DeVita received his M.D. from the George WashingtonUniversity School of Medicine, Washington, D.C. in 1961. Dr. DeVita is adirector of Curagen Corp.

**Carl C. Icahn,**71, has served as a director of the Company since September 2006.On October 24, 2006, Mr. Icahn was named Chairman of the Board ofDirectors. Mr. Icahn has served as chairman of the board and a director ofStarfire Holding Corporation, a privately-held holding company, and chairman ofthe board and a director of various subsidiaries of Starfire, since 1984. SinceFebruary 2005, Mr. Icahn has served as a director of CCI OnshoreCorp. and CCI Offshore Corp., which are in the business of managing privateinvestment funds, and from September 2004 to February 2005, Mr. Icahnserved as the sole member of their predecessors, CCI Onshore LLC and CCIOffshore LLC, respectively. Mr. Icahn was also chairman of the board andpresident of Icahn & Co., Inc., a registered broker-dealer and amember of the National Association of Securities Dealers, from 1968 to 2005. Since1994, Mr. Icahn has been the principal beneficial stockholder of AmericanRailcar Industries, Inc., currently a publicly-traded company that isprimarily engaged in the business of manufacturing covered hopper and tankrailcars, and has served as chairman of the board and as a director of AmericanRailcar Industries, Inc. since 1994. Since November 1990, Mr. Icahnhas been chairman of the board of American Property Investors, Inc., thegeneral partner of American Real Estate Partners, L.P., a public limitedpartnership controlled by Mr. Icahn that invests in real estate and holdsvarious other interests, including the interests in its subsidiaries that areengaged, among other things, in the oil and gas business, the casinoentertainment business, and the home textile business. Mr. Icahn has beena director of Cadus Pharmaceutical Corporation, a firm that holds variousbiotechnology patents, since 1993. From October 1998 through 

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**May 2004,Mr. Icahn was the president and a director of Stratosphere Corporation,which operates the Stratosphere Hotel and Casino. Since September 29,2000, Mr. Icahn has served as the chairman of the board of GB Holdings, Inc.,which owns 41.7% of Atlantic Coast Holdings, Inc., which through itswholly-owned subsidiary, owns and operates The Sands casino in Atlantic City.Mr. Icahn has been chairman of the board and a director of XO Holdings, Inc.since February 2006, and was chairman of the board and a director of XOCommunications, Inc. (XO Holdings’ predecessor) from January 2003 to February 2006.XO Holdings is a publicly-traded telecommunications services providercontrolled by Mr. Icahn. In May 2005, Mr. Icahn became adirector of Blockbuster Inc., a provider of in-home movie rental and gameentertainment. Mr. Icahn received his B.A. from Princeton University.**

**Peter S. Liebert,M.D.,**71, has served as adirector of the Company since October 2006. Dr. Liebert has been apediatric surgeon in private practice since 1968 and is Chief, PediatricSurgery of The Stamford Hospital, Stamford, CT. Since 1981, Dr. Lieberthas been Clinical Associate Professor of Surgery at the College of Physicians &Surgeons of Columbia University. Dr. Liebert is a former president of theWestchester Medical Society and a former member of the Awards Jury of theLasker Foundation. Dr. Liebert is Chairman of the Board of Rx Vitamins, Inc.and is a director of Cadus Corporation, a publicly held, drug discovery companycontrolled by Carl C. Icahn. Dr. Liebert holds an M.D. from HarvardMedical School and an A.B. from Princeton University.

**William R. Miller,**78, has served as a director of the Companysince June 1996. Mr. Miller served as Vice Chairman of the Board ofDirectors of the Bristol-Myers Squibb Company from 1985 until 1991, at whichtime he retired. Mr. Miller is the current Chairman of the Board of VionPharmaceuticals, Inc. He is immediate past Chairman of the Cold SpringHarbor Laboratory and is a past Chairman of the Board of the PharmaceuticalManufacturers Association. Mr. Miller is a Trustee of the Manhattan Schoolof Music, a director of the Opera Orchestra of New York and a Managing Directorof the Metropolitan Opera Association. He is a member of Oxford UniversityChancellor’s Court of Benefactors, Honorary Fellow of St. Edmund Hall andChairman of the English-Speaking Union of the United States. Mr. Millerearned his B.A. in Philosophy, Politics and Economics in 1952 at St. EdmundHall, Oxford University, Oxford, England and his M.A. in 1956 from OxfordUniversity.

**Richard C. Mulligan,Ph.D.,**52, has served as adirector of the Company since September 2006. Professor Mulligan is theMallinckrodt Professor of Genetics at Harvard Medical School, and Director ofthe Harvard Gene Therapy Initiative. Professor Mulligan received his B.S.degree from the Massachusetts Institute of Technology, and his Ph.D. from theDepartment of Biochemistry at Stanford University School of Medicine. Afterreceiving postdoctoral training at the Center for Cancer Research at MIT,Professor Mulligan joined the MIT faculty and subsequently was appointedProfessor of Molecular Biology and Member of the Whitehead Institute forBiomedical Research before moving to Children’s Hospital and Harvard in 1996. Hishonors include the MacArthur Foundation Prize, the Rhodes Memorial Award of theAmerican Association for Cancer Research, the ASMB-Amgen Award, and the NagaiFoundation International Prize. Professor Mulligan has been associated with anumber of biotechnology companies, including Somatix Therapy Corporation (asfounder and member of the Scientific Advisory Board and Board of Directors, andChief Scientific Officer), Cell Genesys (as member of the Scientific AdvisoryBoard) and the Company, where he served on the Scientific Advisory Board. Hehas also served on the National Institutes of Health’s Recombinant DNA AdvisoryCommittee and on the U.S. Food and Drug Administration Biological ResponseModifiers Advisory Committee.

**David Sidransky,M.D.,**46, has served as adirector of the Company since January 2004. Dr. Sidransky is theDirector of the Head and Neck Cancer Research Division at Johns HopkinsUniversity School of Medicine. He is a founder of several private biotechnologycompanies and has served on scientific advisory boards of many private andpublicly traded companies, including MedImmune Inc., Telik Inc., Roche, andAmgen Inc. Dr. Sidransky is also a director of Alfacell Inc. He wasformerly on the Board of Scientific Counselors at the National Institute ofDental and Craniofacial Research and a member of the 

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**RecombinantDNA Advisory Committee at the National Institute of Health. Dr. Sidranskyserves on numerous editorial boards and is Senior Editor of Clinical CancerResearch. In addition, he is a Professor of Oncology, Otolaryngology-Head andNeck Surgery, Cellular & Molecular Medicine, Urology, Genetics, andPathology at Johns Hopkins University and Hospital. Dr. Sidransky iscertified 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 Clinical Chemistry,the 1998 Alton Ochsner Award Relating Smoking and Health by the AmericanCollege of Chest Physicians and the 2004 Hinda and Richard Rosenthal Award fromthe American Association of Cancer Research. Dr. Sidransky received hisB.A. from Brandeis University and his M.D. from the Baylor College of Medicine.**

**Charles Woler, M.D., Ph.D., M.B.A,**58, has served as a director of the Company since September 2006.Dr. Woler has served as the Chief Executive Officer of Neuro3d since September 2000and, from September 2000 until September 2005, also served as itsChairman of the Board. Neuro3d is a biopharmaceutical company focused ondiscovery and development of treatments for psychiatric disorders such asschizophrenia, depression and anxiety. Dr. Woler has also served asOperating Partner Healthcare at Duke Street Capital since July 2005. Dr. Woleris the Vice Chairman of France Biotech, an association representing the Frenchbiotechnology industry, and is a director of HemoSystem, a privately-heldcompany specializing in the detection of bacteria in blood products. Previously,he served as Chief Executive Officer of Cadus Corporation, as Chief ExecutiveOfficer and Chairman of Roche, France, an affiliate of F. Hoffmann-LaRocheLtd., and as Chairman, Europe Pharmaceuticals, SmithKline Beecham. Dr. Wolerreceived his M.D. and M.B.A. from the University of Paris and his Ph.D. fromthe University of Lyon.

*InformationConcerning Former Directors*

**William W. Crouse,**65, served as a director of the Company from January 2004through his resignation on October 9, 2006. Mr. Crouse is a ManagingDirector and General Partner of HealthCare Ventures LLC, one of the world’slargest biotech venture capital firms. Mr. Crouse was former WorldwidePresident of Ortho Diagnostic Systems and Vice President of Johnson &Johnson International. He also served as Division Director of DuPontPharmaceuticals and as President of Revlon Health Care Group’s companies inLatin America, Canada and Asia/Pacific. Currently, Mr. Crouse serves as adirector of the Medicines Company and several private biotechnology companies. Mr. Crouseformerly served as a director of BioTransplant, Inc., DendreonCorporation, OraSure Technologies, Inc., Human Genome Sciences, RaritanBancorp, Inc., Allelix Biopharmaceuticals, Inc. and several privatebiotechnology companies. Mr. Crouse currently serves as Trustee of LehighUniversity and as Trustee of the New York Blood Center. Mr. Crouse is agraduate of Lehigh University (Finance and Economics) and Pace University (M.B.A.).

**John A. Fazio,**63, served as a director of the Company from February 2003through his resignation on April 24, 2007. Mr. Fazio is a CertifiedPublic Accountant and Certified Management Accountant and was withPricewaterhouseCoopers (“PwC”) from 1966 to 2000. As a Senior General PracticePartner, he served as the lead audit partner to a number of PwC’s keymultinational and national clients. Mr. Fazio was also a National BusinessLeader in PwC’s pharmaceutical practice where he was responsible for developingand delivering services on business issues impacting the industry. As the headof PwC’s Strategic Risk Services practice, he managed a group of seniorspecialists to assist companies in identifying key risks within theirbusinesses and to establish controls to mitigate such risks. Mr. Fazio isa director of Dendrite International, Inc. and Heidrick &Struggles International, Inc. Mr. Fazio earned his Bachelor ofScience in Accounting from Penn State University in 1965 and a Masters Degreein Accounting from Ohio State University in 1967.

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**David M. Kies,**62, served as a director of the Company from June 1996,and as Chairman of the Board of Directors from February 12, 2004, throughhis resignation on October 9, 2006. Mr. Kies is a Partner in NewYork-based law firm Sullivan & Cromwell, specializing in mergers andacquisitions, securities and general corporate matters. Mr. Kies joinedSullivan & Cromwell in 1968 and has been a partner since 1976. Mr. Kiesreceived his undergraduate degree from Haverford College and his J.D. from NewYork University Law School.

***Executive Officers***

Biographical informationconcerning the Company’s executive officers, including certain former executiveofficers, is set forth below.

*Current ExecutiveOfficers*

**Richard Crowley,**50, 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. Mr. Crowley received a B.S. inChemistry from Denison University and an M.S.E. in Chemical Engineering fromthe University of Pennsylvania.

**Daniel J. O’Connor,**42,has served as the Company’s General Counsel and Secretary since April 26,2007, and prior to that date he served as Interim General Counsel and Secretarysince September 2006, and, in December 2006, was promoted to SeniorVice President of the Company. Mr. O’Connor had previously served as VicePresident, Legal since January 2006. He joined the Company in January 2003as Senior Director, Legal and was promoted to Assistant Vice President in August 2004.In the four years prior to joining the Company, Mr. O’Connor held avariety of legal positions, including General Counsel, at PharmaNet DevelopmentGroup, Inc., an international contract research organization. From 1996until 1998, Mr. O’Connor served as an Assistant Prosecutor in New Jersey. From1995 until 1996, he served as Chief Law Clerk to the Honorable Edward W.Beglin, A.J.S.C. of New Jersey. Mr. O’Connor is a former officer of theUnited States Marine Corps, achieving the rank of Captain, and served in SaudiArabia during operation Desert Shield. He is a 1987 graduate of BostonUniversity and a 1995 graduate from the Dickinson School of Law and is licensedto practice law in New Jersey and Pennsylvania.

**Eric K. Rowinsky,M.D.,**50, 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 

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**UniversitySchool of Medicine. Following his residency in internal medicine, he completedfellowship training in medical oncology at the Johns Hopkins University Schoolof Medicine.**

**Ana I. Stancic,**49, was promoted to Senior Vice President, Financein September 2006, having joined the Company as Vice President, Controllerand Chief Accounting Officer on February 4, 2004, and having been namedVice President, Finance and Chief Accounting Officer in July 2006. In hercurrent capacity, she is responsible for Finance, Internal Audit and InformationSystems. Prior to joining the Company, she was Vice President and Controller atSavient Pharmaceuticals, Inc from 2003 to February 2004. Ms. Stancicwas Vice President and Chief Accounting Officer at Ogden Corporation from 1999to 2002 and Regional Chief Financial Officer at OmniCare, Inc. from 1997to 1999. In her current and former positions, Ms. Stancic is and wasresponsible for matters in the areas of corporate finance including financialreporting, treasury function, acquisitions, budgeting, financial riskmanagement and/or corporate governance. Ms. Stancic began her career in1985 at PricewaterhouseCoopers in the Assurance practice where she hadresponsibility for international and national companies in the pharmaceuticaland services industries. Ms. Stancic is a Certified Public Accountant andholds an M.B.A. degree from Columbia Business School.

**Michael P. Bailey,**41, has served as the Company’s Senior VicePresident of Commercial Operations since August 2006. In this role, Mr. Baileyoversees ERBITUX Marketing, New Product Marketing, Sales and the CommercialBusiness Analytics departments. Mr. Bailey joined ImClone in 1999 asDirector of Marketing and served as Vice President of Marketing since 2003. Priorto joining ImClone, Mr. Bailey served at Genentech, Inc. from 1997through 1999, where he managed the company’s Cardiovascular DevelopmentPortfolio. From 1992 through 1997, Mr. Bailey served as one of two M.B.A.graduates selected for Smith-Kline Beecham’s Executive Marketing Program. Withinthe program, he held a variety of commercial roles, including Sales, StrategicPlanning, Market Research and Product Management. Mr. Bailey earned a B.S.in psychology from St. Lawrence University and an M.B.A. in InternationalMarketing from the University of Notre Dame.

**Lisa Cammy,**43, has served as Vice President, Human Resources, since June 2004.In this role, Ms. Cammy oversees the Company’s human resources,administrative services and organizational learning and development functions.Ms. Cammy has been employed by the Company since June 1990, and hasheld various positions in the Administration Department and Human ResourcesDepartment during her tenure.

*InformationConcerning Former Executive Officers*

**Joseph L. Fischer,**56, resigned from the Company effective as of October 24,2006. Prior to his resignation, he had served as a director of the Companysince 2003 and as Interim Chief Executive Officer of the Company since January 2006.

**PhilipFrost, M.D., Ph.D.,**66, resigned fromthe Company effective as of December 1, 2006. Prior to his resignation, hehad served as Executive Vice President, Chief Scientific Officer since March 2005,when he joined the Company. Dr. Frost also served as Interim ChiefExecutive Officer of the Company from November 10, 2005 until January 23,2006.

**Michael J. Howerton,**55, resigned from the Company effective as of October 13,2006. Prior to his resignation, he had served as Senior Vice President, ChiefFinancial Officer since June 2004. He was Vice President, Business Developmentfrom August 2001 until May 2003 when he became Vice President,Finance and Business Development and Acting Chief Financial Officer andSecretary.

***Family Relationships***

There are no familyrelationships between our directors and executive officers.

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***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 file withthe 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, 2006,all Section 16(a) filing requirements applicable to its officers,directors, and greater than ten percent beneficial owners were met, other thanone Form 4 filing by each of Eric Rowinsky, Alexander Denner and PeterLiebert not being timely filed, by one day, one day and seven days,respectively, owing to administrative errors.

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

The Company has adopted aCode of Business Conduct and Ethics that applies to all of our directors,officers, employees and consultants, a copy of which is posted on the Company’swebsite at www.imclone.com. TheCompany intends to disclose any substantive amendment or waivers to such code.

***Audit Committee***

The Audit Committee monitors the integrity of theCompany’s financial statements, the independence, qualifications andperformance of the independent registered public accounting firm, theperformance of the Company’s internal auditors and the effectiveness of theCompany’s disclosure controls and internal control over financial reporting.The Audit Committee is also responsible for retaining, evaluating, and, ifappropriate, recommending the termination of, the Company’s independentregistered public accounting firm. The Audit Committee has been established inaccordance with Section 3(a)(58)(A) of the Exchange Act. The AuditCommittee operates under a written charter approved by the Board on August 14,2003, as amended and restated. The amended and restated charter is posted onthe Company’s website at www.imclone.com.The Audit Committee met nine times during fiscal year 2006. The current membersof the Audit Committee are William R. Miller and Charles Woler. In addition,William W. Crouse served on the Audit Committee until his resignation from theBoard on October 9, 2006, and John A. Fazio (Chairman) served on the AuditCommittee until his resignation from the Board on April 24, 2007. Each ofthese members is independent under the SEC and The Nasdaq Stock Market LLC (“Nasdaq”)rules and listing standards currently in effect. The Board had determinedthat Mr. Fazio was an audit committee financial expert within the meaningof applicable SEC rules during fiscal year 2006 and up through the date ofhis resignation. Due to the resignation of Mr. Fazio, there is currently avacancy on the Audit Committee. The Company intends to appoint a person whosatisfies the applicable independence requirements to the Audit Committee andto serve as an audit committee financial expert as soon as practicable in orderto comply with the requirements of Nasdaq Rule 4350(d)(2)(A).

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**ITEM 11.**         EXECUTIVECOMPENSATION

***Compensation Discussion and Analysis***

*ExecutiveCompensation Philosophy*

The Company’s general executive compensationphilosophy is based on the premise that compensation should relate to both theCompany’s and the executive officer’s performance, and should be set at levelsthat support the Company’s business strategies and long-term objectives whilebeing closely aligned with the stockholders’ interests. Recruitment andretention of leadership to manage the Company requires a competitivecompensation package. The Compensation Committee of the Board of Directors (the“Committee”) believes that the appropriate elements of the executivecompensation package are base salary, an annual performance-based cash bonusand long-term equity incentive compensation.

The Committee periodically considers the appropriatecombination of cash and stock equity-based compensation and weighs thecompetitiveness of the Company’s overall compensation arrangements in relationto comparable biopharmaceutical companies (a group that included Abgenix, Inc., Biogen Idec Inc., CelgeneCorporation, Chiron Corporation, Corixa Corporation, Genzyme Corporation,Gilead Sciences Inc., Human Genome Sciences Inc., IVAX Corp, MedImmune Inc.,Millennium Pharmaceuticals Inc., Onyx Pharmaceuticals Inc., OSIPharmaceuticals, Inc., and Protein Design Labs, Inc.). Historically, theCommittee has retained Frederic W. Cook & Co., Inc., a compensationconsultant,  to assist with, among otherthings, structuring the Company’s various compensation programs and determiningappropriate levels of base salary, bonus and other compensatory awards payableto the Company’s executive officers and other key employees, as well as toguide the Company in the development of near-term and long-term individualperformance objectives necessary to achieve long-term profitability. Inestablishing base salaries, performance-based cash bonuses and awards, andequity awards, the Committee considers the executive’s annual review, periodiccompensation surveys, including those provided by third parties covering thebiopharmaceutical industry, awards given to the executive in past years,progress toward or attainment of the Company’s corporate goals and objectivesincluding performance, stockholder return and such other factors as theCommittee deems appropriate and in the best interests of the Company and itsstockholders. The Committee may accord different weight at different times todifferent factors for each executive.

Section 162(m) of the Code imposes a limitof $1,000,000 on the amount of compensation that the Company may deduct in anyone year with respect to its Chief Executive Officer and four most highlycompensated other executive officers. Certain performance-based compensationapproved by stockholders is not subject to the deduction limit. In fiscal year2004, the Company’s stockholders approved an annual incentive plan forexecutive officers of the Company that satisfies the requirement of Code Section 162(m).It is the general policy of the Company to have its executive compensation planqualify to be treated as deductible compensation whenever, in the judgment ofthe Committee, it would be consistent with the objectives of the annualincentive plan and the best interests of the Company and its stockholders. Atother times, the Company reserves the right to provide compensation to itsemployees that is not fully deductible.

*BaseSalary.*   The Committee reviews the historyof, and recommendations for, the compensation of the Company’s executiveofficers, including cash and equity-based components. The Committee believesthat the base salaries are appropriate as base compensation to compensate theCompany’s executive officers for the functions they perform and otherconsiderations. Base salaries are reviewed annually by the Committee and may beadjusted in accordance with factors such as individual performance, thefunctions performed by the executive officer, and changes in the compensationpeer group in which the Company competes for executive talent. The weight givensuch factors by the Committee may vary from executive to executive.

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*AnnualBonus Compensation.*   The Committee’s policyof awarding annual cash bonuses is designed to specifically relate executivepay to Company and individual performance. As a pay-for-performance program,cash bonuses provide financial rewards for the achievement of substantive individualand Company objectives. In 2006, the Committee approved revenues, earnings,achievement of specific product-related targets (based on position) and adiscretionary factor as performance criteria for that year. The Committeeassigned relative weights (solely for the purpose of evaluation and not as apayout formula) to Mr. Fischer’s performance criteria and asked Mr. Fischerto assign relative weights to the performance criteria of the other executiveofficers. The Committee further determined that the maximum bonuses for theInterim Chief Executive Officer and the next four highly paid executives wouldbe allocated from a pool not to exceed 2% of the Company’s operating income,with the maximum bonus equal to 40%, 25%, 15%, 10% and 10% of that bonus pool,respectively. The Committee determined the actual bonuses paid based onsatisfaction of the performance criteria and other discretionary factors giventhe departures of Mr. Fischer, Dr. Frost and Mr. Howerton priorto the end of 2006 and the assumption of their duties by other executiveofficers. Mr. Fischer, Dr. Frost and Mr. Howerton did notreceive bonuses with respect to their 2006 compensation.

*EquityCompensation Plans.*   The Company grants stockoptions to help retain employees and to align employees’ interests withstockholders’ interests. Stock options have value to an employee only if theCompany’s stock price increases above the employee’s option exercise price andthe employee remains employed by the Company for the period required toexercise the stock options. Stock options thus provide an incentive to improvethe Company’s performance and an incentive to remain employed by the Company.Stock options directly link a portion of an employee’s compensation tostockholders’ interests by providing an incentive to maximize stockholdervalue. The Company’s stock option programs are broad-based, and the substantialmajority of its full-time employees received stock option grants in 2006. On December 16,2005, the Committee fully vested all outstanding options with exercise pricesat or below the then-current fair market value of the common stock. This wasdone, after extensive discussion, in response to the adoption of FinancialAccounting Standards Board Statement No. 123R (“SFAS 123R”), tominimize the financial impact of such statement. Non-employee directors andofficers of the Company at the level of Vice President and above were requiredto execute lock-up agreements (the “Lock-Up Agreements”) in connection with theaccelerated vesting, limiting the transferability of underlying shares issuedupon any exercise of the accelerated stock options (other than sales by suchpersons to fund the exercise price or to satisfy minimum statutory withholdingon such exercise in accordance with applicable procedures) until the date thatthe option would have become vested and exercisable with respect to thoseshares before such acceleration or such person’s earlier termination ofservice.

The Company has a 2002 Stock Option Plan, as amended(the “02 Plan”), that was used in 2006 to make annual grants to executives as apart of the Company’s executive performance review process. Annual stock optiongrants for executives are a key element of market-competitive totalcompensation. In 2006, management recommended stock option grants for theexecutive officers, and the Committee reviewed and approved the grants.Individual grant amounts were based on factors such as the size of priorgrants, relative job responsibilities, contributions made during the past year,and publicly available data on senior management compensation at peer companies.In 2005, the Committee adopted the 2005 Inducement Stock Option Plan to be usedfor inducement grants to newly hired executives who were not previouslyemployees or directors of the Company, and grants were made to several newexecutives under that plan through September 20, 2006, when the InducementPlan was cancelled.

On September 20, 2006, the shareholders approvedand the Company adopted the 2006 Stock Incentive Plan (the “06 Plan”). Underthe 06 Plan, the Company has the ability to grant (i) stock options; (ii) stockappreciation rights; (iii) restricted stock awards; (iv) restrictedstock unit awards; (v) performance awards; and (vi) other stock-basedawards. Effective with the adoption of the 06 Plan, the Company will not awardnew grants from the 02 Plan. The aggregate number of shares of common stockthat may be 

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granted or used forreference purposes under the 06 Plan shall not exceed 5,500,000 shares pluscommon stock available for grant under prior plans. Any shares of common stockthat are subject to awards other than stock options or stock appreciationrights will be counted against this limit as two shares for every sharegranted. As of December 31, 2006, the number of remaining sharesauthorized and available for grant under the plans discussed above wasapproximately 7,136,434. Any common stock referenced in a stock-based awardwhich is cancelled, forfeited or expires, whether such award was granted underthe 06 Plan or prior plans, shall again become available for grant under the 06Plan.

In general, equity awards that executive officersreceive when they begin employment or are promoted at the Company areexercisable 25% each year, vesting on each of the first four anniversaries ofthe date of grant. Beginning in 2005, subsequent performance-based grantsgenerally are exercisable 33-1/3% each year, vesting on each of the firstthree anniversaries of the date of grant. Performance awards are typicallygranted in the first quarter of the year at a price that is equal to theclosing market price of the Company’s common stock on the date of grant. Fromtime to time, the Company grants equity awards to executive officers that havevariable vesting schedules.

In February 2007, the Company awarded RestrictedStock Units (“RSUs”) under the 06 Plan. In light of the recent volatility ofthe market price of the Company’s common stock and the Company’s desire toprovide an attractive mechanism to retain employees, the use of RSUs willensure that employees receive value at the conclusion of the vesting period forthese awards, which cannot be assured with awards involving stock options.

*RetentionPlan.*   Following discussions with itscompensation consultant, in January 2006 the Committee approved and theCompany adopted a 2006-2008 Retention Plan (the “Retention Plan”),effective as of January 1, 2006, for performance periods ending December 31,2007 and December 31, 2008 (each, a “Performance Period”). At the sametime, the Committee approved the share performance criteria that will be usedto determine cash bonus awards under the Retention Plan, and the terms of theindividual awards to eligible employees under the Retention Plan (with respectto 2005) for each of the two Performance Periods. In general, the target dollaramounts for eligible employees are the same for the two Performance Periods.

The purpose of the Retention Plan was to createlong-term incentive awards, at adequate levels, for executives and otheremployees in light of inadequate shares being available for grant under the 02Plan. As the Committee would prefer to make equity grants in lieu of awardsunder the Retention Plan, the Committee is not likely to make additional grantsunder the Retention Plan in light of the adoption of the 06 Plan.

*Change-in-ControlPlan.*   The Board adopted a Change-in-ControlPlan effective September 1, 2004, as amended February 16, 2006. Thepurpose of the plan is to maintain the focus of certain key employees of theCompany on the business, mitigate the distractions that could be caused if theCompany were to become the target of an acquisition strategy, and providecertain benefits to the covered employees if a change-in-control of the Company(as such term is defined in the plan, a “Change-in-Control”) occurs and/or theemployee’s employment is terminated in connection with such change-in-control.Participants in the Change-in-Control Plan are determined by the Committee.Currently, Dr. Rowinsky, Messrs. Crowley and Bailey, and Mses.Stancic and Cammy participate in the Change-in-Control Plan, all of whom aretier 2 participants.

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 be substitutedfor equity awards in the surviving entity of equivalent economic value) and anydeferred compensation of participants will become non-forfeitable. In addition,if a participant in the Change-in-Control Plan is terminated in connection witha change-in-control by the Company without cause or by the participant for goodreason (as such terms are defined in the plan), the Company will pay to theparticipant 

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a cash payment equal tothe participant’s earned but unpaid base salary and bonus, unreimbursed expenses,any other accrued obligations, a pro rata bonus based on target bonus for theyear of termination, and a multiple of base salary and bonus (with themultiplier ranging from 0.5 to three based on the tier assigned to theparticipant under the plan, with tier 2 participants receiving a multiplier of2 and tier 3 participants receiving a multiplier of 1).

In connection with a termination described in thepreceding sentence, if the participant signs a waiver and release of claimsagainst the Company and its affiliates, each participant will vest in full inall long-term incentive arrangements he or she has with the Company and beentitled to continued health coverage for six to 18 months (based on theparticipant’s plan tier) and outplacement services for six months. Thesebenefits are reduced by any other severance amounts for which the participantsare eligible under any other arrangement of the Company or its subsidiaries. Asa condition to receipt of these benefits, each participant agrees to be boundby non-competition, non-solicitation, confidentiality, return of Companyproperty, and cooperation covenants contained in the plan. The plan permitsalternative treatment of excise taxes imposed on participants pursuant to Section 4999of the Code. Dr. Rowinsky and Messrs. Crowley and Bailey, and Ms. Stancicare eligible to receive a full gross-up payment by the Company, subject to thePlan’s limitations, and Ms. Cammy is eligible to receive the better of apayout cutback or no adjustment treatment.

*SeverancePlans.*   To enhance the predictability oftreatment for executives at the level of Vice President and above whoseemployment with the Company is terminated by the Company without cause, theCompensation Committee approved and adopted a Senior Executive Severance Plan,effective in 2004, and continues to believe that it generally provides adequateprotection for its participants. However, following discussions with itscompensation consultant, the Committee believed that additional protection ontermination was desired for certain Vice Presidents and that terminationprotection was needed for select other employees. Accordingly, in February 2006,the Committee adopted a Transition Severance Plan (the “Transition Plan”) forcertain employees of the Company. Under this plan, each covered employee iseligible to receive a severance payment from the Company (varying between sixand twelve months of the employee’s base salary) upon any involuntarytermination of his or her employment by the Company without cause and, followingany change in control of the Company, upon his or her voluntary termination ofemployment for good reason. The Transition Plan’s duration is 18 months.

*Perquisites andOther.*   In 2004, the Compensation Committeeeliminated personal-benefit perquisites such as golf club memberships and carallowances for executive officers, providing only fringe benefits that arewidely available to management employees, such as use of a mobile phone whenout of the office. There are no outstanding loans of any kind to any executiveofficer, and federal law prohibits any new company loans to executive officers.The Company expects its executive officers to be role models under, and tocomply with, its Code of Business Conduct and Ethics, which is applicable toall employees. In addition, the Company has adopted an additional code ofethics for its Chief Executive and Senior Financial Officers, a copy of whichis posted on the Company’s website www.imclone.com.

*Chief ExecutiveOfficer Compensation*

The Committee will follow the same philosophy ofcompensation for the Chief Executive Officer as it does for its otherexecutives. The Committee tries to ensure that the Chief Executive Officer’scompensation is commensurate with that of chief executive officers ofcomparable corporations.

Upon the departure of then Chief Executive Officer, Mr. DanielS. Lynch, on November 10, 2005, Philip Frost, M.D., Ph.D., then ExecutiveVice President, Chief Scientific Officer of the Company, assumed the additionalposition of Interim Chief Executive Officer. Dr. Frost served in thosedual positions until January 23, 2006, when Joseph L. Fischer wasappointed to the position of Interim Chief Executive Officer. Dr. Frost remainedwith the Company in his then previous position as Executive Vice 

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President and ChiefScientific Officer, until his resignation on December 1, 2006. In additionto the compensation for his service as Executive Vice President and ChiefScientific Officer, Dr. Frost received $10,000 per month in base salary inhis capacity as Interim Chief Executive Officer.

Until the date of his resignation on October 24,2006, Mr. Fischer was paid base salary at the rate of $45,000 per month. Uponthe termination of his employment, Mr. Fischer was entitled to andreceived a cash severance payment of $650,000. Mr. Fischer’s severanceentitlement was subject to his execution and non-revocation of a release ofclaims against the Company and its affiliates. Upon his appointment as InterimChief Executive Officer of the Company, the Committee granted Mr. Fischera non-qualified stock option under the Company’s 2002 Stock Option Plan topurchase 100,000 shares of the Company’s common stock at an exercise priceequal to the closing price of the Company’s common stock on the date of grant.This grant was cancelled upon Mr. Fischer’s termination of employment withthe Company.

While the Company does notcurrently have a Chief Executive Officer, effective October 24, 2006, anewly formed Executive Committee of the Board (the “Executive Committee”) wasformed. The Executive Committee is chaired by Dr. Denner, and includesProfessor Mulligan and Dr. Woler. The Executive Committee serves as theprincipal executive body for the Company until such time as a Chief ExecutiveOfficer is named.

*Other Named OfficerCompensation*

*BaseSalary.*   We rely on judgment in makingcompensation decisions and believe the salaries paid to our named executivesare competitive with comparable positions within the peer group ofbiotechnology companies and are reflective of the individual’s performance, thescope of their responsibilities and the period of time that they have performedthose duties.

*AnnualBonus.*   The actual bonus award to each of ournamed executive officers appears in the Summary Compensation Table on page 16.These amounts were determined based on the individual’s and Company’sperformance during 2006 were approved by the Committee and were paid in January 2007.Named executive officers who left the Company prior to December 31, 2006did not participate in the annual bonus.

*EquityCompensation Plans.*   Awards to each of ournamed executives appear in the Grants of Plan-Based Awards Table on page 17.Stock option awards were granted during January 2006, in order to provideincentive and retention objectives as previously discussed and were based onthe individual’s as well as Company’s performance.

*Retention Plan.*   Awardsto each of our named executives appear in the Grants of Plan-Based Awards Tableon page 17. As previously discussed, awards under the Retention Plan weregranted following discussions with the Company’s compensation consultant andprior to the Company’s announcement on January 24, 2006 that it hadengaged an investment bank to conduct a review of strategic alternatives tomaximize shareholder value, including a merger, sale or strategic alliance. TheCompany announced in August 2006 that it was no longer pursing suchalternatives.

***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 2006. Mr. Fischerceased serving on the Compensation Committee upon his appointment as InterimChief Executive Officer in January 2006. There are no interlockingrelationships involving the Company’s Compensation Committee and the board ofdirectors or members of a compensation committee of any other company thatwould require disclosure under the executive compensation rules of theSEC.

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***Compensation Committee Report***

TheCommittee has reviewed the Compensation Discussion and Analysis and discussedthat Analysis with management. Based on its review and discussions withmanagement, the Committee recommended to our Board of Directors that theCompensation Discussion and Analysis be included in the Company’s  Amendment No. 1 on Form 10-K/Ato its Annual Report as filed on Form 10-K for the year ended December 31,2006. This report is provided by the following independent directors, whocomprise the Committee:

|        | William R. Miller  (Chairman) |
|--------|-------------------------------|
|   | Alexander J.  Denner          |
|   | David Sidransky               |

*The foregoingReport of the Compensation Committee does not constitute soliciting materialand should not be deemed filed or incorporated by reference into any prior orfuture Company filing under the Securities Act of 1933 or the SecuritiesExchange Act of 1934, except to the extent the Company specificallyincorporates this Report by reference therein.*

***Compensation of Named Executive Officers***

The following tables and information outline the compensation,including salary, bonus, stock options and other compensation for the fiscalyear ended December 31, 2006, for (i) each person who served as ourprincipal executive officer, (ii) each person who acted as our principalfinancial officer, (iii) our three most highly compensated other executiveofficers who were serving as executive officers at the end of our 2006 fiscalyear, and (iv) one additional person who would have been among our threemost highly compensated executive officers except for the termination of hisservice prior to the end of our 2006 fiscal year.

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**SummaryCompensation Table for Fiscal 2006**

|                                                                                              | **Name and Principal Position** | ** ** | ** ** | **Year** | ** ** | **Salary ($)** | ** ** | **Bonus($)(1)** | ** ** | **Option  Awards ($) (2)** | ** ** | **All Other**

**Compensation**

**($) (9)** | ** ** | **Total ($)** | ** ** |
|----------------------------------------------------------------------------------------------|------------------------------------------------|------------|------------|----------|------------|---------------------|------------|-----------------|------------|--------------------------------------|------------|--------------------------------------------------------|------------|--------------------|------------|
| Alexander J. Denner, Ph.D                                                                    |                                           |       | 2006       |     |       |                | $          | —          |       |                                 |       | $                                                      | —     |               |       |   | $ | — |   |   |   | $ | — |   |   | $ | — |   |
| Board Executive Committee  Chairman and acting Principal  Executive Officer (3)              |                                           |       |       |     |       |                |       |            |       |                                 |       |                                                   |       |               |       |   |   |   |   |   |   |   |   |
| Joseph L. Fischer.                                                                           |                                           |       | 2006       |     |       |                | $          | 404,662         |       |                                 |       | $                                                      | —     |               |       |   | — |   |   |   | $  | 658,342 | (5) |   | $ | 1,063,004 |   |
| Former  Interim Chief Executive  Officer (4)                                                 |                                           |       |       |     |       |                |       |            |       |                                 |       |                                                   |       |               |       |   |   |   |   |   |   |   |   |
| Philip Frost, M.D. Ph.D.                                                                     |                                           |       | 2006       |     |       |                | $          | 362,097         |       |                                 |       | $                                                      | —     |               |       |   | — |   |   |   | $  | 338,582 | (6) |   | $ | 700,679 |   |
| Former Executive Vice President,  Chief Science Officer and Interim  Chief Executive Officer |                                           |       |       |     |       |                |       |            |       |                                 |       |                                                   |       |               |       |   |   |   |   |   |   |   |   |
| Michael J. Howerton                                                                          |                                           |       | 2006       |     |       |                | $          | 268,140         |       |                                 |       | $                                                      | —     |               |       |   | - |   |   |   | $  | 19,398 | (7) |   | $ | 287,538 |   |
| Former  Chief Financial Officer                                                              |                                           |       |       |     |       |                |       |            |       |                                 |       |                                                   |       |               |       |   |   |   |   |   |   |   |   |
| Ana I. Stancic                                                                               |                                           |       | 2006       |     |       |                | $          | 266,448         |       |                                 |       | $                                                      | 135,000    |               |       |   | $ | 87,867 |   |   |   | $ | 7,272 |   |   | $ | 496,587 |   |
| Senior Vice President, Finance and  Principal Financial Officer                              |                                           |       |       |     |       |                |       |            |       |                                 |       |                                                   |       |               |       |   |   |   |   |   |   |   |   |
| Eric K. Rowinsky, M.D.                                                                       |                                           |       | 2006       |     |       |                | $          | 395,000         |       |                                 |       | $                                                      | 160,000    |               |       |   | $ | 121,413 |   |   |   | $  | 93,041 | (8) |   | $ | 769,454 |   |
| Chief  Medical Officer and Senior  Vice President of Clinical Research                       |                                           |       |       |     |       |                |       |            |       |                                 |       |                                                   |       |               |       |   |   |   |   |   |   |   |   |
| Richard Crowley                                                                              |                                           |       | 2006       |     |       |                | $          | 294,691         |       |                                 |       | $                                                      | 135,000    |               |       |   | $ | 161,111 |   |   |   | $ | 7,787 |   |   | $ | 598,589 |   |
| Senior Vice President,  Biopharmaceutical Operations                                         |                                           |       |       |     |       |                |       |            |       |                                 |       |                                                   |       |               |       |   |   |   |   |   |   |   |   |
| Daniel J. O’Connor                                                                      |                                           |       | 2006       |     |       |                | $          | 206,987         |       |                                 |       | $                                                      | 135,000    |               |       |   | $ | 177,069 |   |   |   | $ | 6,901 |   |   | $ | 525,957 |   |
| Senior  Vice President,  General Counsel                                                     |                                           |       |       |     |       |                |       |            |       |                                 |       |                                                   |       |               |       |   |   |   |   |   |   |   |   |

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(1)             All bonus awards were paid in cash. Bonuses arerecorded for the period in which they were earned.

(2)             Represents amounts recognized as compensation expenseby the Company during 2006 in accordance with SFAS 123R.

(3)             Dr. Denner does not receive compensation as theacting principal executive officer; he is compensated as a member of the Boardof Directors. See the Director Compensation Table on page 23 forinformation regarding compensation Dr. Denner received as a Director.

(4)             Prior to becoming Interim Chief Executive Officer onJanuary 24, 2006, Mr. Fischer was a member of the Company’s Board ofDirectors. See the Director Compensation Table on page 23 for informationregarding compensation Mr. Fischer received as a Director prior tobecoming Interim Chief Executive Officer on January 23, 2006.

(5)             Includes $650,000 paid under a severance agreement.

(6)             Includes $27,788 for unused sick time and $297,600severance paid upon resignation. Dr. Frost ceased serving as Interim ChiefExecutive Officer of the Company effective January 23, 2006.

(7)             Includes $16,023 for unused vacation time paid uponresignation.

(8)             Includes $85,512 paid as moving expenses in 2006.

(9)             Amounts shown include payments by theCompany for life insurance and matching contribution to the employee’s401(k) account.

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The following table provides information on stockoptions and incentive plan awards granted in 2006 to the Company’s NamedExecutive Officers.

**Grantsof Plan-Based Awards**

|                               | ** ** | ** **          | ** ** | ** **                                   | ** ** | **All Other** | ** ** | ** **           | ** ** | ** **           | ** **    |
|-------------------------------|------------|---------------------|------------|----------------------------------------------|------------|--------------------|------------|----------------------|------------|----------------------|---------------|
| ** **                    | ** ** | ** **          | ** ** | ** **                                   | ** ** | ** **         | ** ** | **Option**           | ** ** | ** **           | ** **    | ** ** | ** ** |
| ** **                    | ** ** | ** **          | ** ** | ** **                                   | ** ** | ** **         | ** ** | **Awards:**          | ** ** | **Exercise or** | ** **    | ** ** | ** ** |
| ** **                    | ** ** | ** **          | ** ** | **Estimated Future Payouts**       | ** ** | **Number of** | ** ** | **Base Price**  | ** ** | **Grant Date**  | ** **    |
| ** **                    | ** ** | ** **          | ** ** | **Under Non-Equity **              | ** ** | **Securities**     | ** ** | **of Option**   | ** ** | **Fair Value**  | ** **    |
| ** **                    | ** ** | ** **          | ** ** | **Incentive Plan Awards (1)** | ** ** | **Underlying**     | ** ** | **Awards**           | ** ** | **of Option**   | ** **    |
| **Name**                      | ** ** | **Grant Date** | ** ** | **Target**                                   | ** ** | **Maximum**        | ** ** | **Options (#)** | ** ** | **($/Sh)**           | ** **    | **Awards ($)(5)** | ** ** |
| Joseph L. Fischer             |       |                | 2/28/2006  |                                         |       | $                  | —     |                 |       | $                    | —        |   |   |   | 100,000 |   |   |   | $ | 38.39 |   |   |   | $ | 1,662,550 |   |   |
| Former Interim Chief          |       |                |       |                                         |       |               |       |                 |       |                 |          |   |   |   |   |   |   |   |   |   |   |   |   |
| Executive Officer             |       |                |       |                                         |       |               |       |                 |       |                 |          |   |   |   |   |   |   |   |   |   |   |   |   |
| Michael J. Howerton           |       |                | 1/18/2006  |                                         |       |               |       |                 |       |                 |          |   | 20,000 |   |   |   | $ | 34.14 |   |   |   | $ | 306,786 |   |   |
| Former  Chief                 |       |                | 1/1/2006   |                                         |       | $                  | 75,000     |                 |       | $               | 112,500  | (2),(4) |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Financial  Officer            |       |                |       |                                         |       | $                  | 75,000     |                 |       | $               | 112,500       | (2),(4) |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ana I. Stancic                |       |                | 9/28/2006  |                                         |       |               |       |                 |       |                 |          |   | 30,000 |   |   |   | $ | 28.51 |   |   |   | $ | 382,569 |   |   |
| Senior Vice President,        |       |                | 7/10/2006  |                                         |       |               |       |                 |       |                 |          |   | 10,000 |   |   |   | $ | 38.22 |   |   |   | $ | 162,876 |   |   |
| Finance and Principal         |       |                | 1/18/2006  |                                         |       |               |       |                 |       |                 |          |   | 7,700 |   |   |   | $ | 34.14 |   |   |   | $ | 118,113 |   |   |
| Financial Officer             |       |                | 1/1/2006   |                                         |       | $             | 60,375     |                 |       | $               | 90,563   | (2) |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          |       |                |       |                                         |       | $                  | 60,375     |                 |       | $                    | 90,563        | (3) |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Philip Frost, M.D. Ph.D       |       |                | 1/18/2006  |                                         |       |               |       |                 |       |                 |          |   | 25,000 |   |   |   | $ | 34.14 |   |   |   | $ | 383,483 |   |   |
| Former  Executive Vice        |       |                | 1/1/2006   |                                         |       | $             | 85,000     |                 |       | $               | 127,500  | (2),(4) |   |   |   |   |   |   |   |   |   |   |   |   |   |
| President,  Chief Science     |       |                |       |                                         |       | $                  | 85,000     |                 |       | $               | 127,500       | (3),(4) |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Officer  and Interim Chief    |       |                |       |                                         |       |               |       |                 |       |                 |          |   |   |   |   |   |   |   |   |   |   |   |   |
| Executive  Officer            |       |                |       |                                         |       |               |       |                 |       |                 |          |   |   |   |   |   |   |   |   |   |   |   |   |
| Eric K. Rowinsky, M.D.        |       |                | 1/18/2006  |                                         |       |               |       |                 |       |                 |          |   | 25,000 |   |   |   | $ | 34.14 |   |   |   | $ | 383,483 |   |   |
| Chief Medical Officer and     |       |                | 1/1/2006   |                                         |       | $             | 75,000     |                 |       | $               | 112,500       |  (2) |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Senior Vice President of      |       |                |       |                                         |       | $                  | 75,000     |                 |       | $                    | 112,500       |  (3) |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Clinical Research             |       |                |       |                                         |       |               |       |                 |       |                 |          |   |   |   |   |   |   |   |   |   |   |   |   |
| Richard Crowley               |       |                | 2/16/2006  |                                         |       |               |       |                 |       |                 |          |   | 30,000 |   |   |   | $ | 37.08 |   |   |   | $ | 517,074 |   |   |
| Senior  Vice President,       |       |                | 1/18/2006  |                                         |       |               |       |                 |       |                 |          |   | 10,000 |   |   |   | $ | 34.14 |   |   |   | $ | 153,393 |   |   |
| Biopharmaceutical  Operations |       |                | 1/1/2006   |                                         |       | $                  | 60,375     |                 |       | $               | 90,563        | (2) |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          |       |                |       |                                         |       | $                  | 60,375     |                 |       | $               | 90,563        | (3) |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Daniel J. O’Connor       |       |                | 8/28/2006  |                                         |       |               |       |                 |       |                 |          |   | 10,000 |   |   |   | $ | 30.40 |   |   |   | $ | 135,976 |   |   |
| Senior Vice President,        |       |                | 1/18/2006  |                                         |       |               |       |                 |       |                 |          |   | 40,000 |   |   |   | $ | 34.14 |   |   |   | $ | 631,587 |   |   |
| General Counsel               |       |                | 1/1/2006   |                                         |       | $             | 48,147     |                 |       | $                    | 72,221        | (2) |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                               |       |                |       |                                         |       | $                  | 48,147     |                 |       | $                    | 72,221        | (3) |   |   |   |   |   |   |   |   |   |   |   |   |   |

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(1)             Represents amounts granted under the Retention Planeffective January 1, 2006.

(2)             Represents the performance period January 1, 2006through December 31, 2007.

(3)             Represents the performance period January 1, 2006through December 31, 2008.

(4)             Amounts were forfeited upon termination of employmentin 2006.

(5)             Represents SFAS 123R fair value per share usingBlack-Scholes option pricing model multiplied by the number of stock optionsawarded during 2006. The assumptions used in the Black-Scholes model can befound in Note 11(d) of the Notes to the Consolidated Financial Statementsas filed on Form 10-K for the year ended December 31, 2006.

17

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The following table shows the number of sharesunderlying exercisable and unexercisable options held by the Company’s NamedExecutive Officers on December 31, 2006.

**Outstanding EquityAwards at December 31, 2006**

| Name                      | ** ** | ** ** | ** ** | **Number of  Securities  Underlying  Options (#)  Exercisable (1)** | ** ** | **Number of  Securities  Underlying  Options (#)  Unexercisable** | ** ** | **Option  Exercise  Price** | ** ** | **Option  Expiration  Date** | ** ** |
|---------------------------|------------|------------|------------|------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|------------|-----------------------------|------------|------------------------------|------------|
| Ana I. Stancic            |       |       | —     |                                                                               |       |                                                                        | 30,000     | (2)                         |       | $                            | 28.5100    |   | 9/27/2016 |   |
| Senior Vice President,    |       |       | —     |                                                                               |       |                                                                        | 10,000     | (3)                         |       | $                            | 38.2200    |   | 7/9/2016 |   |
| Finance and Principal     |       |       | —     |                                                                               |       |                                                                        | 7,700      | (4)                         |       | $                            | 34.1400    |   | 1/17/2016 |   |
| Financial Officer         |       |       | 5,729      |                                                                               |       |                                                                        | —     |                        |       | $                            | 44.2400    |   | 12/19/2014 |   |
|                           |       |       | 25,000     |                                                                               |       |                                                                        | —     |                        |       | $                            | 40.9000    |   | 2/3/2014 |   |
| Eric K. Rowinsky, M.D.    |       |       | —     |                                                                               |       |                                                                        | 25,000     | (4)                         |       | $                            | 34.1400    |   | 1/17/2016 |   |
| Chief Medical Officer and |       |       | 75,000     |                                                                               |       |                                                                        | —     |                        |       | $                            | 42.5200    |   | 2/20/2015 |   |
| Senior Vice President of  |       |       |       |                                                                               |       |                                                                        |       |                        |       |                         |       |   |   |
| Clinical Research         |       |       |       |                                                                               |       |                                                                        |       |                        |       |                         |       |   |   |
| Richard Crowley           |       |       | —     |                                                                               |       |                                                                        | 30,000     | (5)                         |       | $                            | 37.0800    |   | 2/15/2016 |   |
| Senior Vice President,    |       |       | —     |                                                                               |       |                                                                        | 10,000     | (4)                         |       | $                            | 34.1400    |   | 1/17/2016 |   |
| Biopharmaceutical         |       |       | 6,250      |                                                                               |       |                                                                        | —     |                        |       | $                            | 44.2400    |   | 12/19/2004 |   |
| Operations                |       |       | 6,250      |                                                                               |       |                                                                        | —     |                        |       | $                            | 39.7900    |   | 12/21/2013 |   |
|                           |       |       | 3,500      |                                                                               |       |                                                                        | —     |                        |       | $                            | 35.1600    |   | 7/20/2013 |   |
|                           |       |       | 3,150      |                                                                               |       |                                                                        | —     |                        |       | $                            | 11.9100    |   | 12/19/2012 |   |
|                           |       |       | 6,000      |                                                                               |       |                                                                        | —     |                        |       | $                            | 6.9400     |   | 8/5/2012 |   |
|                           |       |       | 24,000     |                                                                               |       |                                                                        | —     |                        |       | $                            | 30.0800    |   | 1/16/2012 |   |
|                           |       |       | 10,000     |                                                                               |       |                                                                        | —     |                        |       | $                            | 54.7000    |   | 6/4/2011 |   |
|                           |       |       | 15,000     |                                                                               |       |                                                                        | —     |                        |       | $                            | 31.8125    |   | 12/20/2010 |   |
|                           |       |       | 59,785     |                                                                               |       |                                                                        | —     |                        |       | $                            | 27.9375    |   | 1/31/2010 |   |
| Daniel J. O’Connor   |       |       | —     |                                                                               |       |                                                                        | 10,000     | (6)                         |       | $                            | 30.0400    |   | 8/27/2016 |   |
| Senior Vice President,    |       |       | —     |                                                                               |       |                                                                        | 40,000     | (7)                         |       | $                            | 34.1400    |   | 1/17/2016 |   |
| General Counsel           |       |       | 5,000      |                                                                               |       |                                                                        | —     |                        |       | $                            | 44.2400    |   | 12/19/2004 |   |
|                      |       |       | 5,000      |                                                                               |       |                                                                        | —     |                        |       | $                            | 53.5000    |   | 8/10/2014 |   |
|                      |       |       | 3,750      |                                                                               |       |                                                                        | —     |                        |       | $                            | 39.7900    |   | 12/21/2013 |   |
|                      |       |       | 100        |                                                                               |       |                                                                        | —     |                        |       | $                            | 35.1600    |   | 7/20/2013 |   |
|                      |       |       | 3,750      |                                                                               |       |                                                                        | —     |                        |       | $                            | 10.7500    |   | 1/20/2013 |   |

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(1)       As discussed on page 11,in conjunction with the accelerated vesting of certain stock options on December 16,2005, exercisable stock options that remain subject to Lock-Up Agreements at March 31,2007 are as follows: Ms. Stancic, 9,115 shares, Dr. Rowinsky, 37,500shares, Mr. Crowley, 5,563 shares, and Mr. O’Connor, 5,963 shares.

(2)       This award was granted on September 28,2006, and vests 25% per year.

(3)       This award was granted on July 10,2006, and vests 33 1/3% per year.

(4)       This award was granted on January 18,2006, and vests 33 1/3% per year.

(5)       This award was granted on February 16,2006, and vests 25% per year.

(6)       This award was granted on August 28,2006, and vests 25% per year.

(7)       These awards were grantedon January 18, 2006, and 34,000 vest 25% per year and 6,000 vest 33 1/3%per year.

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The following table shows the number of shares andvalue realized upon the exercise of stock options by Named Executive Officersduring 2006.

**OptionExercises in Fiscal 2006**

| ** **                                             | ** ** | **Option Awards** | ** ** |
|--------------------------------------------------------|------------|------------------------|------------|
| **Name**                                               | ** ** | ** **             | ** ** | **Number of Shares  Acquired on Exercise (#)** | ** ** | **Value Realized  on Exercise ($)** | ** ** |
| Michael J.  Howerton                                   |       |                   | 31,250     |   |   |   | $ | 515,611 |   |   |
| Former Chief  Financial Officer                        |       |                   |       |   |   |   |   |   |   |
| Richard Crowley                                        |       |                   | 4,000      |   |   |   | $ | 121,716 |   |   |
| Senior Vice  President,

Biopharmaceutical  Operations |       |                   |       |   |   |   |   |   |   |
| Daniel J. O’Connor                                |       |                   | 3,750      |   |   |   | $ | 93,788 |   |   |
| Senior Vice President,  General Counsel                |       |                   |       |   |   |   |   |   |   |
|                                                        |            |                        |            |  |  |  |  |  |  |  |  |  |

 

***Severance and Change-in-Control Agreements***

*Senior Executive Severance Plan*

To enhance the predictability of treatment forexecutives at the level of Vice President, Senior Vice President and ExecutiveVice President whose employment with the Company is terminated by the Companywithout cause (as such term is defined in the plan), the Compensation Committeeapproved and adopted a Senior 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 Presidentsand Executive Vice Presidents 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 theemployee’s becoming eligible for similar coverage offered by another employer.Senior Vice Presidents and Executive Vice Presidents would also be entitledcontinue their non-voluntary life insurance coverage provided by the Companywith the premiums paid by the Company for 12 months after a terminationwithout cause, subject to cessation when the employee becomes eligible forcoverage under a life insurance plan or policy of another employer. VicePresidents who meet the above criteria are entitled to the greater of sixmonths’ base salary or two weeks’ base salary for each year of service with theCompany, as well as six months of Company-paid health and life insurancecoverage, subject to the conditions described above.

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*TransitionSeverance Plan*

The Compensation Committee adopted the TransitionSeverance Plan (the “Transition Plan”), effective March 1, 2006, toprovide additional protection on termination for certain Vice Presidents of theCompany and termination protection for select other employees. Under this plan,each covered employee is eligible to receive a severance payment from theCompany (varying between six and twelve months of the employee’s base salary)upon any involuntary termination of his or her employment by the Companywithout cause and, following any change in control of the Company, upon his orher voluntary termination of employment for good reason. The Transition Plan’sduration is 18 months.

As a condition to receiptof benefits under the Transition Plan, a participating employee must sign anagreement and general release in a form acceptable to the plan administratorunder which the participant releases and discharges the Company and itsaffiliates from any and all claims and liabilities relating to the employee’semployment with the Company or the termination of the employee’s employment.Receipt of benefits under the plan is also contingent upon the employee’scontinued employment through the employment termination date designated by theCompany. The severance amounts payable to an employee under the plan will bereduced, dollar-for-dollar, by the amount of any other termination paymentspaid or payable to the employee under any other plan, program or law (excludingany right to exercise stock options or other long-term incentive awards, anyunemployment benefits payable in accordance with state law and payment foraccrued but unused vacation). With respect to participating employees in aposition at the level of Vice President, the severance pay amounts under theTransition Plan are intended to be in lieu of, and not in addition to, anyamounts otherwise payable under the Senior Executive Severance Plan, ifapplicable to such participant pursuant to the terms of that plan, and suchparticipant may be eligible for the continued health benefits set forth in theSenior Executive Severance Plan, if applicable to such participant pursuant tothe terms of that plan.

*Change-in-ControlPlan*

The Board adopted a Change-in-Control Plan effective September 1,2004, as amended February 16, 2006. The purpose of the plan is to maintainthe focus 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, Dr. Rowinsky and Messrs. Crowleyand Bailey, and Mses. Stancic and Cammy participate in theChange-in-Control Plan, all of whom are tier 2 participants.

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-

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termincentive arrangements he or she has with the Company and be entitled tocontinued health coverage for six to 18 months (based on the participant’splan tier) and outplacement services for six months. These benefits are reducedby any other severance amounts for which the participants are eligible underany other arrangement of the Company or its subsidiaries. As a condition toreceipt of these benefits, each participant agrees to be bound bynoncompetition, nonsolicitation, confidentiality, return of Company property,and cooperation covenants contained in the plan. The Change-in-Control Planalso provides for (i) alternative treatment of excise taxes imposed onparticipants pursuant to Internal Revenue Code Section 280G, subject tocertain limitations, including a full gross-up payment by the Company, apayment cutback to 2.99 times the Base Amount (as defined in the plan), nogross-up treatment, the better of a payout cutback or no gross-up treatment, orsuch other alternatives as the Compensation Committee shall determine, each asspecified by the Compensation Committee at the time of designation of anexecutive as a participant in the plan (or thereafter, subject to theconditions of the plan) and (ii) specific provisions to comply with the paymentdelays required by Internal Revenue Code Section 409A in the event anexecutive is a “key employee” within the meaning of such Section. Dr. Rowinskyand Messrs. Crowley and Bailey, and Ms. Stancic are eligible toreceive a full gross-up payment by the Company, subject to the plan’slimitations, and Ms. Cammy is eligible to receive the better of a payoutcutback or no adjustment treatment.

***Potential Payments Upon Termination or Change-in-Control***

The following table sets forth amounts that would be paidto the Company’s Named Executives who were employed on December 31, 2006,in the event of (i) an involuntary termination of employment by theCompany without cause and (ii) the continuation of employment by theemployee upon the occurrence of a Change-in-Control and (iii) upon atermination of employment following a Change-in-Control either by the Companywithout cause or by the employee for good reason.

|                                     | ** ** | ** ** | ** ** | **Change-in-Control (1)** | ** ** |
|-------------------------------------|------------|------------|------------|--------------------------------|------------|
| **Name**                            | ** ** | ** ** | ** ** | **Termination (2)**       | ** ** | **Employment  Continues (3)** | ** ** | **Employment  Terminates (4)** | ** ** |
| Ana I. Stancic                      |       |       | $          | 300,000                        |       |   |   | $ | — |   |   |   | $ | 870,000 |   |   |
| Senior Vice President,  Finance     |       |       |       |                           |       |   |   |   |   |   |   |   |   |
| and Principal Financial  Officer    |       |       |       |                           |       |   |   |   |   |   |   |   |   |
| Eric K. Rowinsky, M.D               |       |       | $          | 395,000                        |       |   |   | $ | — |   |   |   | $ | 1,110,000 |   |   |
| Chief Medical Officer and Senior    |       |       |       |                           |       |   |   |   |   |   |   |   |   |
| Vice President of Clinical Research |       |       |       |                           |       |   |   |   |   |   |   |   |   |
| Richard Crowley                     |       |       | $          | 300,000                        |       |   |   | $ | — |   |   |   | $ | 870,000 |   |   |
| Senior Vice President,              |       |       |       |                           |       |   |   |   |   |   |   |   |   |
| Biopharmaceutical Operations        |       |       |       |                           |       |   |   |   |   |   |   |   |   |
| Daniel J. O’Connor             |       |       | $          | 220,000                        |       |   |   | $ | — |   |   |   | $ | 220,000 |   |   |
| Senior Vice President,              |       |       |       |                           |       |   |   |   |   |   |   |   |   |
| General Counsel  (5)                |       |       |       |                           |       |   |   |   |   |   |   |   |   |
|                                     |            |            |            |                                |            |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)          The closing price of theCompany’s stock of $26.76 on December 29, 2006 is used to calculate thevalue of stock options that would vest upon a Change-in-Control on that date. The30-day average stock price leading up to an including December 31,2006 of $28.45 was used to calculate the value of the Retention Plan grants.

(2)          Represents one year ofbase salary as of December 31, 2006.

(3)          Represents the value ofthe executive’s stock options and Retention Plan award assuming vesting on December 31,2006. All unvested stock options held by the executives as of December 31,2006 had no 

21

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value as the exerciseprices were all above the closing price of the Company’s stock on December 29,2006. The Retention Plan has no value since the price of $28.45 was below therequired price for payout of $32.99.

(4)          Represents the value ofthe executive’s equity based compensation in (3), plus two times the total ofthe executive’s base salary plus 2006 bonus, except for Mr. O’Connor whowould receive one time his annual salary upon a Change-in-Control under theTransition Severance Plan.

(5)          Mr. O’Connor doesnot currently participate in the Change-in-Control Plan.

In connection with the resignation of Joseph L.Fischer as Interim Chief Executive Officer, the Company entered into a letteragreement dated October 24, 2006 (the “Letter Agreement”). Pursuant to theLetter Agreement, Mr. Fischer became entitled to and received (i) aseparation payment of $600,000 ($500,000 of which represented guaranteedamounts for 2006) less applicable withholding, to be paid as soon practicableafter the execution of the Letter Agreement and (ii) an additionalseparation payment of $50,000 less applicable withholding, to be paid as soonas practicable after the expiration of a seven day revocation period relatingto a release executed by Mr. Fischer relative to the Company. The LetterAgreement also provided that Mr. Fischer’s outstanding stock options willremain exercisable to the extent set forth in the Company’s stock option plansand the relevant option agreements and/or notices as if his employment hadbeen terminated without cause, provided, however, that the options granted to Mr. Fischeron February 28, 2006 to purchase 100,000 shares of common stock of theCompany expired as of October 24, 2006. Under the Letter Agreement, Mr. Fischeralso retained his rights to indemnification as an officer or director of theCompany or a fiduciary of any Company benefit plan and to coverage under theCompany’s directors’ and officers’ liability policies. The Letter Agreementsuperseded any other rights that Mr. Fischer had in respect of salary,bonus, severance or change in control benefits under his prior letter agreementwith the Company dated March 21, 2006, as supplemented by the letteragreement dated August 21, 2006.

In connection with the resignation of Philip Frost asExecutive Vice President and Chief Science Officer of the Company on December 1,2006, Dr. Frost became entitled to a severance payment of $297,600.Dr. Frost also received a payment on account of accrued unused sick time.

Upon the resignation ofMichael J. Howerton as Chief Financial Officer of the Company on October 13,2006, Mr. Howerton did not become entitled to any payments from theCompany other than in respect of accrued unused vacation time.

***Director Compensation***

The following table sets forth certain informationrelating to director compensation for each director that was not a namedexecutive officer for the year ended December 31, 2006.

22

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**DirectorCompensation in Fiscal 2006**

| **Name**                             | ** ** | ** ** | ** ** | **Fees Earned  or Paid in  Cash ($)** | ** ** | **Option  Awards ($) (1)** | ** ** | **All Other  Compensation** | ** ** | **Total ($)** | ** ** |
|--------------------------------------|------------|------------|------------|-----------------------------------------------------------|------------|--------------------------------------|------------|----------------------------------|------------|--------------------|------------|
| Andrew G. Bodnar,  M.D., J.D.(2)     |       |       | $          | 64,500                                                    |       |                                 |       | $                                | 301,732    |               |       |   | $ | — |   |   | $ | 366,232 |   |
| William Crouse(3)                    |       |       | $          | 88,216                                                    |       |                                 |       | $                                | 231,139    |               |       |   | $ | — |   |   | $ | 319,355 |   |
| Alexander J.  Denner, Ph.D.(4)       |       |       | $          | 32,093                                                    |       |                                 |       | $                                | 169,334    |               |       |   | $ | — |   |   | $ | 201,427 |   |
| Vincent T.  DeVita, Jr. M.D.(5) |       |       | $          | 97,701                                                    |       |                                 |       | $                                | 301,732    |               |       |   | $ | — |   |   | $ | 399,433 |   |
| John A. Fazio(6)                     |       |       | $          | 112,431                                                   |       |                                 |       | $                                | 339,135    |               |       |   | $ | — |   |   | $ | 451,566 |   |
| Joseph L.  Fischer(7)                |       |       | $          | 50,625                                                    |       |                                 |       | $                                | 244,076    |               |       |   | $ | — |   |   | $ | 294,701 |   |
| Carl C. Icahn(8)                     |       |       | $          | 2,696                                                     |       |                                 |       | $                                | 78,735     |               |       |   | $ | — |   |   | $ | 81,431 |   |
| David M. Kies(9)                     |       |       | $          | 155,087                                                   |       |                                 |       | $                                | 346,707    |               |       |   | $ | — |   |   | $ | 501,794 |   |
| Peter S. Liebert,  M.D.(10)          |       |       | $          | —                                                    |       |                                 |       | $                                | 60,547     |               |       |   | $ | — |   |   | $ | 60,547 |   |
| William R.  Miller(11)               |       |       | $          | 112,000                                                   |       |                                 |       | $                                | 301,732    |               |       |   | $ | — |   |   | $ | 413,732 |   |
| Richard Mulligan,  Ph.D.(12)         |       |       | $          | 2,696                                                     |       |                                 |       | $                                | 78,735     |               |       |   | $ | — |   |   | $ | 81,431 |   |
| David Sidransky,  M.D.(13)           |       |       | $          | 120,772                                                   |       |                                 |       | $                                | 377,165    |               |       |   | $ | — |   |   | $ | 497,937 |   |
| Charles Woler, M.D.  Ph.D.(14)       |       |       | $          | 2,845                                                     |       |                                 |       | $                                | 78,735     |               |       |   | $ | — |   |   | $ | 81,580 |   |

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       (1) Represents amounts recognized as compensation expense by the Companyduring 2006 in accordance with SFAS 123R.

       (2) From 2001 to 2006, Dr. Bodnar received an aggregate of 190,000options, all of which were outstanding at December 31, 2006. During 2006,Dr. Bodnar received 20,000 options with a grant date fair value of$317,384.

       (3) From 2004 to 2006, Mr. Crouse received an aggregate of 128,434options, of which 122,999 were outstanding at December 31, 2006.Mr. Crouse resigned from the Board of Directors on October 9, 2006.During 2006, Mr. Crouse received 20,000 options with a grant date fairvalue of $317,384.

       (4) During 2006, Dr. Denner received an aggregate of 33,315 optionswith a grant date fair value of $368,618, all of which were outstanding atDecember 31, 2006.

       (5) From 1997 to 2006, Dr. DeVita, Jr. received an aggregateof 270,000 options, of which 240,000 were outstanding at December 31,2006. During 2006, Dr. DeVita received 20,000 options with a grant datefair value of $317,384.

       (6) From 2003 to 2006, Mr. Fazio received an aggregate of 155,333options, of which 140,333 were outstanding at December 31, 2006. During2006, Mr. Fazio received 20,000 options with a grant date fair value of$317,384. Mr. Fazio resigned from the Board of Directors on April 24,2007.

       (7) From 2003 to 2006, Mr. Fischer received an aggregate of 140,761options, of which 136,141 were outstanding at December 31, 2006. FromJanuary 24, 2006 to October 23, 2006, Mr. Fischer served as theCompany’s Interim Chief Executive Officer. Information regardingMr. Fischer’s compensation and stock options awards received as InterimChief Executive Officer can be found in the Summary Compensation Table onpage 16 and the Grants of Plan-Based Awards table on page 15. During2006, Mr. Fischer received 20,000 options with a grant date fair value of$317,384.

       (8) During 2006, Mr. Icahn received an aggregate of 25,644 optionswith a grant date fair value of $334,856, all of which were outstanding atDecember 31, 2006.

       (9) From 1997 to 2006, Mr. Kies received an aggregate of 320,467options, of which 247,315 were outstanding at December 31, 2006. During2006, Mr. Kies received 30,000 options with a grant date fair value of$476,076. Mr. Kies resigned from the Board of Directors on October 9,2006.

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(10) During 2006, Dr. Liebert received an aggregate of 24,891 optionswith a grant date fair value of $316,140, all of which were outstanding atDecember 31, 2006.

(11) From 1997 to 2006, Mr. Miller received an aggregate of 270,000options, of which 140,000 were outstanding at December 31, 2006. During2006, Mr. Miller received 20,000 options with a grant date fair value of$317,384.

(12) During 1998, 2003 and 2006, Dr. Mulligan received an aggregateof 135,644 options, of which 25,644 were outstanding at December 31, 2006.During 2006, Dr. Mulligan received 25,644 options with a grant date fairvalue of $334,856.

(13) From 2004 to 2006, Dr. Sidransky received an aggregate of133,434 options, all of which were outstanding at December 31, 2006.During 2006, Dr. Sidransky received 25,000 options with a grant date fairvalue of $396,730.

(14) During 2006, Dr. Woler received anaggregate of 25,644 options with a grant date fair value of $334,856, all ofwhich were outstanding at December 31, 2006.

*Director CashCompensation*

On October 24, 2006, the Board determined that itwould waive all director fees for six months. Prior to such determination, theBoard had approved the following annual compensation guidelines for 2006:

Chairman of the Board-$60,000

Vice Chairman-$50,000

Other Non-Employee Directors-$40,000

Each non-employee director is reimbursed for hisreasonable out-of-pocket expenses incurred in connection with his Board andBoard committee activities.

During 2006, the chairman of the Audit Committee wasentitled to annual compensation at the rate of $15,000 through February 28,2006 and at the rate of $20,000 thereafter for his services as committeechairman. The chairman of the Compensation Committee was entitled to $12,500,or a pro rated portion thereof for portions of the fiscal year served, ascompensation for his services as committee chairmen. The chairmen of theNominating and Corporate Governance Committee, Research and DevelopmentOversight Committee, Chief Executive Officer Search Committee and ExecutiveCommittee were each entitled to receive $10,000, or a pro rated portion thereoffor portions of the fiscal year served, as compensation for their services ascommittee chairmen. In 2006, the chairman of the now disbanded Head and NeckCommittee (David Sidransky) received an aggregate amount of $1,000 for thefirst two hours of work spent in connection with committee business orfunctions each day, and compensation at the rate of $250 per hour thereafter(not to exceed $60,000 annually). Each member of the Audit Committee (otherthan the chairman) was paid annual compensation of $5,000, or a pro ratedportion thereof for portions of the fiscal year served. In addition, during2006, each non-employee director received a fee of $1,500 for each in-personBoard or committee meeting attended and $1,000 for each telephonic Board orcommittee meeting attended that exceeded 30 minutes in length.

The Board has approved the foregoing compensationguidelines for 2007 service as well. The Board disbanded the Head and NeckCommittee in 2006.

While he served as InterimChief Executive Officer of the Company, Mr. Fischer was not entitled toreceive Board or 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. On October 24, 

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2006, Mr. Fischerresigned from the Board and from his position as Interim Chief ExecutiveOfficer of the Company.

*Director StockOptions*

On October 24, 2006, the Board determined that itwould forego all option grants for directors for one year.

With respect to 2006 service, in September 2005 theBoard 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. Newly joining directors are granted a pro rata portion ofsuch an annual stock option grant on the quarterly vesting schedule applicableto the corresponding annual grant to the Board. Such annual option grants vestquarterly within the year, subject to the individual’s continued service on theBoard on the scheduled date of vesting and have an exercise price equal to thefair market value of the common stock on the date of grant. However, in theevent a non-employee director leaves the Board, his annual share option grantvests daily for the quarterly period in which his service as a director ended.

The Board further determined that, beginning in 2006,any non-employee director newly joining the Board is entitled to receive aone-time grant of stock options to purchase 20,000 shares of the Company’scommon stock upon first becoming a director. Previously, such newly joiningdirectors were entitled to receive a 50,000 stock option grant. Such optionsvest 25% annually over the four-year period commencing with the date of grant,subject to such individual’s continued service on the Board on the scheduleddate of vesting, and have an exercise price equal to the fair market value ofthe common stock on the date of grant. From time to time, non-employeedirectors of the Company may be granted additional options or other stock-basedawards in consideration for providing services on the Board.

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

***PrincipalHolders***

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 Securities and Exchange Commission (the “SEC”),to beneficially own more than 5% of the Company’s outstanding shares of commonstock. In general, “beneficial ownership” refers to shares that an individualor entity has the power to vote or dispose of and stock options that areexercisable within 60 days thereafter. Unless otherwise indicated below orin the applicable Schedule 13D or 13G filing, each person named below holdssole investment and voting power, other than the powers that may be shared withthe person’s spouse under applicable 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 |                                                           |       |                             | 16.58      | % |   |
| 345 Park Avenue                                                                                                         |       |       |       |                                                           |       |                             |       |   |   |
| New York, NY 10154                                                                                                      |       |       |       |                                                           |       |                             |       |   |   |
| Capital Group International, Inc.(4)                                                                               |       |       | 11,715,070 |                                                           |       |                             | 13.49      | % |   |
| 11100 Santa  Monica Boulevard                                                                                           |       |       |       |                                                           |       |                             |       |   |   |
| Los Angeles, CA  90025                                                                                                  |       |       |       |                                                           |       |                             |       |   |   |
| Carl C. Icahn et al., as a  group (5)                                                                                   |       |       | 11,690,832 |                                                           |       |                             | 13.47      | % |   |
| c/o Icahn Associates Corp.                                                                                              |       |       |       |                                                           |       |                             |       |   |   |
| 767 Fifth Avenue,  Suite 4700                                                                                      |       |       |       |                                                           |       |                             |       |   |   |
| New York, NY 10153                                                                                                      |       |       |       |                                                           |       |                             |       |   |   |
| ClearBridge Advisors, LLC, ClearBridge Asset  Management, Inc. and Smith Barney Fund Management LLC, as a group(6) |       |       | 9,513,224  |                                                           |       |                             | 10.96      | % |   |
| 399 Park Avenue                                                                                                         |       |       |       |                                                           |       |                             |       |   |   |
| New York, NY 10022                                                                                                      |       |       |       |                                                           |       |                             |       |   |   |

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(1)          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 March 31, 2007, as determined in accordancewith Rule 13d-3 under the Exchange Act of 1934 (the “Exchange Act”);by (2) the sum of (A) 85,509,760, which is the number of shares ofcommon stock outstanding as of March 31, 2007; plus (B) the number ofshares of common stock issuable upon the exercise of options and otherderivative securities, if any, exercisable as of March 31, 2007 and60 days thereafter held by the stockholder or group.

(2)          Thestockholder’s percentage of beneficial ownership of the class is current as of March 31,2007 and therefore may not reflect the percentage reported in the stockholder’slatest Schedule 13G or Schedule 13D filing filed prior to March 31, 2007.

(3)          Thisinformation is furnished in reliance on Amendment No. 3 to the stockholder’sSchedule 13D filed with the SEC on February 1, 2006.

(4)          Thisinformation is furnished in reliance on Amendment No. 2 to the stockholder’sSchedule 13G filed with the SEC on February 12, 2007. The foregoingSchedule 13G reflects beneficial ownership of Capital Guardian Trust Company inthe amount of 8,319,870 shares of common stock, or 9.58% of the Company’scommon stock as of March 31, 2007. See the Schedule 13G filing for certaindisclaimers of beneficial ownership.

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(5)          Thisinformation is furnished in reliance on Amendment No. 5 to the stockholder’sSchedule 13D filed with the SEC on September 28, 2006. The foregoingSchedule 13D reflects beneficial ownership of Barberry Corp, together withits affiliates Hopper Investments LLC and High River Limited Partnership, inthe amount of 7,105,934 shares of common stock, or 8.18% of the Company’scommon stock as of March 31, 2007 (inclusive of amounts held by HopperInvestments LLC and High River Limited Partnership). Such Schedule 13D alsoreflects beneficial ownership of American Real Estate Holdings LimitedPartnership, together with its affiliates American Real Estate Partners L.P,American Property Investors, Inc. and Beckton Corp., in the amount of4,563,610 shares of common stock, or 5.26% of Company’s common stock as of March 31,2007. See the Schedule 13D filing for certain disclaimers of beneficialownership. In addition to the 11,685,188 shares described in such Schedule 13D,Mr. Icahn beneficially owns 5,644 shares issuable upon the exercise ofoptions exercisable as of May 30, 2007.

(6)          This information isfurnished in reliance on Amendment No. 2 to the stockholders’ Schedule 13Gfiled with the SEC on February 8, 2007. The foregoing Schedule 13Gincludes beneficial ownership of Legg Mason Partners Aggressive Growth Fund, Inc.,an investment company registered under the Investment Company Act of 1940 andmanaged by ClearBridge Advisors, LLC, in the amount of 4,600,000 shares ofcommon stock, or 5.30% of the Company’s common stock as of March 31, 2007.

***Directorsand Executive Officers***

The following table shows certain information regardingthe amount of the Company’s common stock beneficially owned as of March 31,2007 by the members of the Company’s Board of Directors, the Company’snamed executive officers and the directors and executive officers of theCompany 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                                                                                                  |       |       | 190,000    | (4)                                                               |       |                          | *          |   |   |
| Alexander J.  Denner, Ph.D., Director                                                                                                    |       |       | 18,315     | (5)                                                               |       |                          | *          |   |   |
| Vincent T.  DeVita, Jr., M.D., Director                                                                                             |       |       | 290,471    | (6)                                                               |       |                          | *          |   |   |
| John A. Fazio,  Former Director                                                                                                          |       |       | 140,333    | (7)                                                               |       |                          | *          |   |   |
| Carl C. Icahn,  Chairman of the Board                                                                                                    |       |       | 11,690,832 | (8)                                                               |       |                          | 13.47      | % |   |
| Peter S. Liebert,  M.D., Director                                                                                                        |       |       | 4,891      | (9)                                                               |       |                          | *          |   |   |
| William R.  Miller, Director                                                                                                             |       |       | 262,111    | (10)                                                              |       |                          | *          |   |   |
| Richard C.  Mulligan, Ph.D., Director                                                                                                    |       |       | 5,644      | (11)                                                              |       |                          | *          |   |   |
| David Sidransky,  M.D., Director                                                                                                         |       |       | 133,434    | (12)                                                              |       |                          | *          |   |   |
| Charles Woler,  M.D., Ph.D., M.B.A., Director                                                                                            |       |       | 5,644      | (13)                                                              |       |                          | *          |   |   |
| Richard Crowley,  Senior Vice President, Biopharmaceutical Operations                                                                    |       |       | 144,769    | (14)                                                              |       |                          | *          |   |   |
| Daniel J.  O’Connor, Senior Vice President, General  Counsel                                                                        |       |       | 29,746     | (15)                                                              |       |                          | *          |   |   |
| Eric Rowinsky,  M.D., Senior Vice President, Chief Medical Officer                                                                       |       |       | 84,534     | (16)                                                              |       |                          | *          |   |   |
| Ana I. Stancic,  Senior Vice President, Finance and Principal Financial Officer                                                          |       |       | 33,356     | (17)                                                              |       |                          | *          |   |   |
| Joseph L.  Fischer, Former Chief Executive Officer                                                                                       |       |       | 136,141    | (18)                                                              |       |                          | *          |   |   |
| Philip Frost,  M.D., Ph.D., Former Executive Vice President, former Chief Scientific Officer  and former Interim Chief Executive Officer |       |       | —     | (19)                                                              |       |                          | *          |   |   |
| Michael J.  Howerton, Former Senior Vice President and former Chief Financial Officer                                                    |       |       | —     | (20)                                                              |       |                          | *          |   |   |
| All Directors and  Executive Officers as a Group (17 persons)                                                                            |       |       | 13,170,221 | (21)                                                              |       |                          | 15.17      | % |   |

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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.

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(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 March 31,2007 and 60 days thereafter.

(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 March 31, 2007, as determined in accordancewith Rule 13d-3 under the Exchange Act; by (2) the sum of (A) 85,509,760,which is the number of shares of common stock outstanding as of March 31,2007; plus (B) the number of shares of common stock issuable upon theexercise of options and other derivative securities, if any, exercisable as of March 31,2007 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,New York 10154. Consists of 190,000 shares issuable upon the exercise ofoptions exercisable as of May 30, 2007.

(5)          Consistsof 18,315 shares issuable upon the exercise of options exercisable as of May 30,2007.

(6)          Includes240,000 shares issuable upon the exercise of options exercisable as of May 30,2007.

(7)          Consistsof 140,333 shares issuable upon the exercise of options exercisable as of May 30,2007. Mr. Fazio resigned from the Board on April 24, 2007.

(8)          Includes11,685,188 shares described in Amendment No. 5 to the Schedule 13D filedwith the SEC on September 28, 2006 by Mr. Icahn and certainaffiliated parties, and 5,644 shares issuable upon the exercise of optionsexercisable as of May 30, 2007. See the Schedule 13D filing forcertain disclaimers of beneficial ownership.

(9)          Consistsof 4,891 shares issuable upon the exercise of options exercisable as of May 30,2007.

(10)   Includes140,000 shares issuable upon the exercise of options exercisable as of May 30,2007.

(11)   Consistsof 5,644 shares issuable upon the exercise of options exercisable as of May 30,2007.

(12)   Consistsof 133,434 shares issuable upon the exercise of options exercisable as of May 30,2007, with 12,500 of such options being subject to the Lock-Up Restrictions.

(13)   Consistsof 5,644 shares issuable upon the exercise of options exercisable as of May 30,2007.

(14)   Consistsof 144,769 shares issuable upon the exercise of options exercisable as of May 30,2007, with 5,563 of such options being subject to the Lock-Up Restrictions.

(15)   Includes28,100 shares issuable upon the exercise of options exercisable as of May 30,2007, with 5,963 of such options being subject to the Lock-Up Restrictions.

(16)   Includes83,337 shares issuable upon the exercise of options exercisable as of May 30,2007, with 37,500 of such options being subject to the Lock-Up Restrictions.

(17)   Includes33,296 shares issuable upon the exercise of options exercisable as of May 30,2007, with 9,115 of such options being subject to the Lock-Up Restrictions.

(18)   Consistsof 136,141 shares issuable upon the exercise of options exercisable as of May 30,2007, with 12,500 of such options being subject to the Lock-Up Restrictions.

(19)   Dr. Frostowns no shares of the Company’s stock, nor does he have any remaining optionsat March 31, 2007.

(20)   Mr. Howertonowns no shares of the Company’s stock, nor does he have any remaining optionsat March 31, 2007.

(21)   Includesan aggregate of 1,309,545 shares issuable upon the exercise of optionsexercisable as of May 30, 2007, with 83,141 of such options being subjectto the Lock-Up Restrictions.

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***EquityCompensation Plan Information***

Thefollowing table summarizes information, as of December 31, 2006, 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          |       |       | 8,324,890  |                                                                                                                                                    |       |                                                                                                           | $          | 40.00                                                                                                                                                                                                         |       |   |   | 7,136,434 | (1)(3) |   |
| Equity Compensation  Plans  Not Approved by  Stockholders(2) |       |       | 2,184,404  |                                                                                                                                                    |       |                                                                                                           | $          | 33.06                                                                                                                                                                                                         |       |   |   | — |   |   |
| Total                                                        |       |       | 10,509,294 |                                                                                                                                                    |       |                                                                                                           | $          | 38.55                                                                                                                                                                                                         |       |   |   | 7,136,434 |   |   |

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(1)          Consists of securitiesavailable for issuance under the Company’s 2006 Stock Incentive Plan only.

(2)          TheCompany’s 1998 Non-Qualified Stock Option Plan and 2005 Inducement Stock OptionPlan are the only equity compensation plans that were adopted withoutshareholder approval. The material features of these plans are summarizedbelow. The Company is no longer granting options under the 1998 Non-QualifiedStock Option Plan or the 2005 Stock Inducement Option Plan.

(3)          Underthe 2006 Stock Incentive Plan, the Company has the ability to grant (i) stockoptions; (ii) stock appreciation rights; (iii) restricted stockawards; (iv) restricted stock unit awards; (v) performance awards;and (vi) other stock-based awards. Shares of common stock that are subjectto awards under the Company’s 2006 Stock Incentive Plan other than stockoptions or stock appreciation rights will be counted against this limit as twoshares for every share granted.

As  of March 31, 2007, 9,943,351 shares of common stock weresubject to issuance upon the exercise of outstanding options, with a weightedaverage exercise price of $39.09 and a weighted average term of 5.95 years. Norestricted stock units of common stock were outstanding at December 31,2006, and 262,028 restricted stock units were outstanding at March 31,2007. As of March 31, 2007, 7,074,617 shares of common stock wereavailable for issuance under the Company’s 2006 Stock Incentive Plan. As of March 31,2007, the Company had 85,509,760 outstanding shares of common stock.

*1998 Non-Qualified StockOption Plan.**  *The Company’s1998 Non-Qualified Stock Option Plan (the “1998 Plan”) was adopted on May 27,1998 and has not been approved by stockholders. The Company is no longergranting options under the 1998 Plan.

The maximum number ofshares available for issuance under the 1998 Plan was 10 million, subjectto adjustments for corporate transactions. Under the 1998 Plan, non-qualifiedstock options to purchase the Company’s common stock had been granted topersons who at the time of grant were consultants, advisors or employees of theCompany. Each option granted under the 1998 Plan has a term not exceeding10 years. The number of underlying shares, the exercise price and otherterms and conditions of the stock options granted under the 1998 Plan weredetermined by the Compensation Committee, but, except as otherwise provided bysuch committee, unvested options are forfeited immediately upon a terminationof employment for any reason except death or disability, and vested options areexercisable for 30 days after such termination. In the case of atermination by reason of death or disability, vested options are generallyexercisable for 12 months.

Options granted under the1998 Plan are not transferable except in the case of death or, if permitted bythe Compensation Committee, to certain members of the immediate family of theoptionee. The Board 

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ofDirectors may amend or terminate the plan at any time except for actions whichare adverse to options previously granted. The 1998 Plan is administered by theCompensation Committee.

*2005 Inducement StockOption Plan.**  *The*Company’s*2005 Inducement Stock Option Plan (the “Inducement Plan”) was adopted by theCompensation Committee on October 17, 2005 and has not been approved bystockholders. The Company is no longer granting options under the InducementPlan. The Inducement Plan was adopted for the sole purpose of permitting the Company to make one-time grants of stockoptions to newly hired key employees who have not previously been employees ordirectors of the Company as an inducement to such persons entering into employmentwith the Company, in accordance with Nasdaq Marketplace Rule 4350(i)(1)(A)(iv).The Plan permits the Company to issue up to a total of 600,000 inducementoptions to eligible participants to purchase shares of common stock of theCompany on terms and conditions set forth therein and in individual awardagreements under the Plan, in each case on terms commensurate with optionsgranted under the Company’s 2002 Stock Option Plan. The material terms of eachsuch grant are promptly announced by the Company by press release pursuant toNasdaq Marketplace Rule 4350(i)(1)(A)(iv).

**ITEM13.**      CERTAIN RELATIONSHIPS ANDRELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

***Relationship with Bristol-Myers SquibbCompany***

Two of the Company’sdirectors, Dr. Andrew G. Bodnar and Andrew R. J. Bonfield, are alsoofficers of BMS, a Delaware corporation. The Company’s relationship with BMS isdescribed below.

On September 19,2001, the Company entered into an acquisition agreement (the “AcquisitionAgreement”) with BMS and Bristol-Myers Squibb Biologics Company, aDelaware corporation which is a wholly-owned subsidiary of BMS (“BMSBiologics”), providing for the tender offer by BMS Biologics to purchase up to14,392,003 shares of the Company’s common stock for $70.00 per share, net tothe seller in cash. The tender offer by BMS Biologics, available to allstockholders, allowed for the Company’s then-current employees and directorswho held exercisable options to purchase the Company’s shares of common stockhaving exercise prices less than $70.00 per share to conditionally exercise anyor all of those options and tender the underlying shares in the tender offer.In connection with the Acquisition Agreement, the Company entered into theStockholder Agreement, pursuant to which the Company agreed with BMS and BMSBiologics 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’ (i) limitation on additional purchases ofshares, (ii) option to purchase shares in the event of dilution and (iii) restrictionsas to transfer of shares. Concurrently with the execution of the AcquisitionAgreement and the Stockholder Agreement, the Company entered into adevelopment, promotion, distribution and supply agreement (the “CommercialAgreement”) with BMS and E.R. Squibb & Sons, L.L.C. (“E.R. Squibb”), aDelaware limited liability company which is a wholly-owned subsidiary ofBMS, relating to ERBITUX®,the Company’s lead therapeutic product, pursuant to which, among other things,the parties are co-developing and co-promoting ERBITUX in the United States andCanada, and co-developing and co-promoting ERBITUX in Japan (either together orco-exclusively with Merck KGaA).

On March 5, 2002, theCompany amended the Commercial Agreement with E.R. Squibb and BMS. Theamendment changed certain economics of the Commercial Agreement and expandedthe clinical and strategic role of BMS in the ERBITUX development program. Oneof the principal economic changes to the Commercial Agreement resulted in theCompany’s receipt of $140.0 million on March 7, 2002, and an additionalpayment of $60.0 million on March 5, 2003, in lieu of the $300.0 millionpayment the Company would have received on acceptance by the United States Foodand Drug Administration (“FDA”) of the ERBITUX biologics license applicationunder the original terms of the Commercial Agreement. In 

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addition,the Company agreed to resume construction of the Company’s multiple productfacility, BB50, as soon as reasonably practicable after the execution of theamendment.

On October 29, 2001,pursuant to the Acquisition Agreement, BMS Biologics accepted for payment,pursuant to the tender offer, 14,392,003 shares of the Company’s common stockon a pro rata basis from all tendering stockholders and those conditionallyexercising stock options.

The Stockholder Agreementgave BMS the right to nominate two directors so long as its ownership interestin the Company is 12.5% or greater. Initially, BMS designated Dr. Peter S.Ringrose, BMS’s former Chief Scientific Officer and President, PharmaceuticalResearch Institute, and Dr. Andrew G. Bodnar, BMS’s Senior Vice President,Strategy, as the BMS directors. In 2002, Dr. Ringrose retired from hisposition at BMS and also resigned as a director of the Company. On April 25,2007, BMS designated Andrew R. J. Bonfield as the second BMS director.

In exchange for the rightsgranted to BMS under the amended Commercial Agreement, the Company has receivedup-front and milestone payments totaling $900.0 million in the aggregate, ofwhich $200.0 million was received on September 19, 2001, $140.0 millionwas received on March 7, 2002, $60.0 million was received on March 5,2003, $250.0 million was received on March 12, 2004 and $250.0 million wasreceived on March 31, 2006. No such further payments are contemplated bythe Commercial Agreement. All such payments are non-refundable andnon-creditable. Except for the Company’s expenses incurred pursuant to aco-promotion option that the Company has exercised, E.R. Squibb is responsiblefor 100% of the distribution, sales and marketing costs for ERBITUX in theUnited States and Canada, and the Company and E.R. Squibb will each beresponsible for 50% of the distribution, sales, marketing costs and otherrelated costs and expenses in Japan. The Commercial Agreement provides thatE.R. Squibb shall pay the Company distribution fees based on a percentage of annualsales of ERBITUX by E.R. Squibb in the United States and Canada. Thedistribution fee is 39% of net sales in the United States and Canada. TheCommercial Agreement also provides that the distribution fees for the sale ofERBITUX in Japan by E.R. Squibb or the Company shall be equal to 50% ofoperating profit or loss with respect to such sales for any calendar month. Inthe event of an operating profit, E.R. Squibb shall pay the Company the amountof such distribution fee, and in the event of an operating loss, the Companyshall credit E.R. Squibb the amount of such distribution fee. The CommercialAgreement provides that the Company shall be responsible for the manufactureand supply of all requirements of ERBITUX in bulk form for clinical and commercialuse in the United States, Canada and Japan and that E.R. Squibb shall purchaseall of its requirements of ERBITUX in bulk form for commercial use from theCompany. The Company shall supply ERBITUX in bulk form for clinical use at theCompany’s fully burdened manufacturing cost plus a mark-up of 10%. In additionto the up-front and milestone payments, distribution fees for the UnitedStates, Canada and Japan and the 10% mark-up on the commercial supply ofERBITUX, E.R. Squibb is also responsible for 100% of the cost of all clinicalstudies, other than those studies undertaken post-launch which are not pursuantto an investigational new drug application (e.g. phase IV studies), the cost ofwhich shall be shared equally between E.R. Squibb and the Company, or asotherwise agreed. As between E.R. Squibb and the Company, each will beresponsible for 50% of the cost of all clinical studies in Japan. The Companyhas also agreed, and may agree in the future, to share with E.R. Squibb, onterms other than the foregoing, costs of clinical trials that the Companybelieves are not potentially registrational but should be undertaken prior tolaunch in the United States, Canada or Japan.

***Policies and Procedures for Approval of RelatedPerson Transactions***

The Board of Directors hasadopted a policy for the review and approval of transactions involving theCompany and “related persons” (directors and executive officers, theirimmediate family members and beneficial owners of 5% or more of the Company’scommon stock). This policy applies to any transaction or series of transactionsin which the Company or a subsidiary is a participant, the amount involvedexceeds $120,000 and a “related person” has a “direct or indirect materialinterest” within the meaning of 

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theapplicable SEC rules. Under the policy, Company management will determinewhether a transaction is covered by the policy and hence should be referred tothe Nominating and Corporate Governance Committee for approval, ratification,revision, termination or other action. Based on its consideration of all therelevant facts and circumstances, the Committee will decide whether or not toapprove such transaction and will approve only those transactions that are inthe best interests of the Company. If a transaction is ongoing, the Nominatingand Corporate Governance Committee may establish guidelines for management tofollow in its dealings with the related party and shall periodically monitorthe transaction to ensure that it continues to be in the best interest of the Company.No director shall participate in any discussion or approval of a transaction ofsuch director is the related person.

We did not follow therelated person transaction policy described above in connection with thetransactions with BMS and its affiliates described above as those transactionswere entered into prior to the adoption of the policy.

***Independence of the Board of Directors***

Under the Amended  and Restated Corporate Governance Guidelinesadopted by the Board of Directors, a majority of the Board shall consist ofdirectors who are neither officers or employees of the Company or itssubsidiaries, nor have a relationship which, in the opinion of the Board, wouldinterfere with the exercise of independent judgment in carrying out theresponsibilities of a director, and who, at such times as the rules of theNasdaq Stock Market LLC (“Nasdaq”) require, are otherwise “independent” undersuch rules. A copy of the Amended and Restated Corporate Governance Guidelinesis posted on the Company’s website at www.imclone.com. Our Board of Directorsconsults with outside counsel to ensure that the Board of Directors’determinations are consistent with all relevant laws and regulations regardingthe definition of “independent,” including those set forth under the applicableNasdaq listing standards and Section 10A of the Exchange Act. The Board ofDirectors has also reviewed the directors’ responses to a questionnaire askingabout their transactions, relationships and arrangements with the Company (andthose of their immediate family members) and other potential conflicts ofinterest. Other than as set forth herein, these questionnaires did not discloseany transactions, relationships, or arrangements that question the independenceof our directors.

After reviewing thisinformation, our Board of Directors affirmatively has determined that all ofour directors are independent directors within the meaning of NasdaqMarketplace Rule 4200, other than Dr. Bodnar and Mr. Bonfield.The Board of Directors concluded that Dr. Bodnar and Mr. Bonfield arenot “independent” as they are officers of BMS and were designated as directorspursuant to the Stockholder Agreement with BMS. See “Item 13- CertainRelationships and Related Transactions”. In addition, the Board of Directorshas determined that Joseph L. Fischer was not “independent” during the periodin which he served as our Interim Chief Executive Officer. Mr. Fischer wasour Interim Chief Executive Officer from January 24, 2006 until hisresignation on October 24, 2006. Mr. Fischer also resigned from theBoard of Directors on October 24, 2006.

In addition to therequirements for independence contained in Nasdaq Marketplace Rule 4200,Nasdaq Marketplace Rule 4350(d) provides that members of the AuditCommittee must meet the criteria for independence set forth in Section 10A(m) ofthe Exchange Act and the rules promulgated by the Commissionthereunder  which provide that members ofthe Audit Committee may not be “affiliated persons” of the Company.Accordingly, the Board of Directors has determined that, in addition to Dr. Bodnar,Mr. Bonfield and Mr. Fischer during his time as Interim ChiefExecutive Officer, Carl C. Icahn and Alexander J. Denner do not satisfy thestandards of independence necessary for appointment to the Audit Committee as Mr. Icahnmay be deemed an affiliate of the Company through his beneficial ownership ofapproximately 13.47% of our common stock and Dr. Denner is a managingdirector of several investment funds affiliated with Mr. Icahn.

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TheBoard of Directors has determined that all members of the Audit Committee,Compensation Committee and Nominating and Corporate Governance Committeesatisfy the standards of independence applicable to members of such committeesestablished under applicable law and the Nasdaq listing rules.

**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 2006. The aggregate fees for the fiscal years2005 and 2006 for professional services rendered by KPMG LLP in connection with(a) the audits of the Company’s annual financial statements, management’sassessment of the effectiveness of the Company’s internal control overfinancial reporting and the effectiveness of the Company’s internal controlover financial reporting, (b) the reviews of the financial statementsincluded in the Company’s Quarterly Reports on Form 10-Q for thequarters ended March 31, June 30, and September 30, 2005 and2006 and (c) services provided in connection with statutory and regulatoryfilings or engagements, were $1,619,500 and $1,667,600, respectively.

***Audit-Related Fees***

In fiscal years 2005 and2006, KPMG LLP billed $25,500 and $26,500, respectively, in audit-related fees relatingto the audit of the financial statements of an employee benefit plan.

***Tax Fees***

KPMG LLP did not bill anyfees for professional services in connection with tax services for fiscal years2005 and 2006.

***All Other Fees***

KPMG LLP did not bill anyfees for fiscal years 2005 and 2006 for other services rendered.

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

Pursuant to its charter,the Audit Committee has the sole authority to appoint or replace theindependent registered public accounting firm (subject, if applicable, tostockholder ratification). The Audit Committee is directly responsible for thecompensation and oversight of the work of the independent registered publicaccounting firm (including resolution of disagreements between management andthe independent registered public accounting firm regarding financialreporting) for the purpose of preparing or issuing an audit report or relatedwork. The independent registered public accounting firm is engaged by, andreports directly to, the Audit Committee.

The Audit Committee hasadopted a formal policy whereby it pre-approves all auditing services andpermitted non-audit services (including the fees and terms thereof) to beperformed for the Company by its independent registered public accounting firm.In the event pre-approval for such auditing services and permitted non-auditservices cannot be obtained as a result of inherent time constraints in thematter for which such services are required, the Chairman of the AuditCommittee has been granted the authority to pre-approve such services, and willreport for ratification such pre-approval to the Audit Committee at its nextscheduled meeting. The Audit Committee has complied with the procedures setforth above, and has otherwise complied with the provisions of its charter.

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**ITEM15.**       EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

| Exhibit No. | ** ** | **Description**                                                                                                                                                                                        | ** ** | **Incorporated   by**Reference |
|------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------|
| 3.1              |       | Certificate of Incorporation, as amended through  December 31, 1998                                                                                                                               |       | C(3.1)                         |
| 3.2              |       | Amendment dated  June 4, 1999 to the Company’s Certificate of Incorporation, as amended                                                                                                      |       | G(3.1A)                        |
| 3.3              |       | Amendment dated  June 12, 2000 to the Company’s Certificate of Incorporation, as amended                                                                                                     |       | I(3.1A)                        |
| 3.4              |       | Amendment dated  August 9, 2002 to the Company’s Certificate of Incorporation, as amended                                                                                                    |       | O(3.1C)                        |
| 3.5              |       | Amended and Restated  By-Laws of the Company                                                                                                                                                           |       | X(3.1)                         |
| 4.1              |       | Rights Agreement dated as  of February 15, 2002 between the Company and EquiServe Trust Company,  N.A., as Rights Agent, as amended May 4, 2006                                              |       | K(Ex-1,Ex-2)                   |
| 4.2              |       | Stockholder Agreement,  dated as of September 19, 2001, among Bristol-Myers Squibb Company,  Bristol-Myers Squibb Biologics Company and the Company                                               |       | J(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 1 3 / 8% Convertible Notes Due 2024                                          |       | T(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 |       | T(4.6)                         |
| 10.1             |       | 1996 Incentive Stock  Option Plan, as amended                                                                                                                                                          |       | M(99.1)                        |
| 10.2             |       | 1996 Non-Qualified Stock  Option Plan, as amended                                                                                                                                                      |       | M(99.2)                        |
| 10.3             |       | ImClone Systems  Incorporated 1998 Non-Qualified Stock Option Plan, as amended                                                                                                                         |       | M(99.2)                        |
| 10.4             |       | ImClone Systems  Incorporated 2002 Stock Option Plan                                                                                                                                                   |       | O(99.8)                        |
| 10.5             |       | ImClone Systems  Incorporated 1998 Employee Stock Purchase Plan                                                                                                                                        |       | H(99.4)                        |
| 10.6             |       | Option Agreement, dated  as of September 1, 1998, between the Company and Ron Martell                                                                                                             |       | E(99.3)                        |
| 10.7             |       | License Agreement between  the Company and the Regents of the University of California dated  April 9, 1993                                                                                       |       | A(10.48)                       |
| 10.8             |       | License Agreement between  the Company and Rhone-Poulenc Rorer dated June 13, 1994                                                                                                                |       | B(10.56)                       |
| 10.9             |       | Development and License  Agreement between the Company and Merck KGaA dated December 14, 1998                                                                                                     |       | D(10.70)                       |
| 10.10            |       | Lease dated as of  December 15, 1998 for the Company’s premises at 180 Varick Street,  New York, New York                                                                               |       | F(10.69)                       |
| 10.11            |       | Amendment dated  March 2, 1999 to Development and License Agreement between the Company  and Merck KGaA                                                                                           |       | F(10.71)                       |
| 10.12            |       | Acquisition Agreement  dated as of September 19, 2001, among the Company, Bristol-Myers Squibb  Company and Bristol-Myers Squibb Biologics Company                                                |       | J(99.D1)                       |

34

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| 10.13 |   | 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.                                                                                                                                 |   | J(99.D3)   |
|-------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|
| 10.14 |   | Employment Agreement,  dated as of March 19, 2004, between the Company and Daniel S. Lynch                                                                                                                                                                                                                            |   | S(10.1)    |
| 10.15 |   | Agreement of Sublease  dated October 5, 2001, by and between 325 Spring Street LLC and the  Company                                                                                                                                                                                                              |   | M(10.86)   |
| 10.16 |   | 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                                                                                                                                                                            |   | M(10.86.1) |
| 10.17 |   | 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.                                                                                                              |   | L(99.2)    |
| 10.18 |   | Amendment, dated as of  August 16, 2001 to the Development and License Agreement between the  Company and Merck KGaA                                                                                                                                                                                                  |   | N(10.88)   |
| 10.19 |   | 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                                                                                                                                    |   | O(10.92)   |
| 10.20 |   | 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 |   | P(10.93)   |
| 10.21 |   | Modifications Agreement  dated as of December 15, 2000 by an between 180 Varick Street  Corporation and the Company                                                                                                                                                                                                   |   | Q(10.94)   |
| 10.22 |   | 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                                                                                                                                                              |   | U(10.28)   |
| 10.23 |   | ImClone Systems  Incorporated Annual Incentive Plan                                                                                                                                                                                                                                                                        |   | R(A.C)     |
| 10.24 |   | Supply Agreement between  the Company and Lonza Biologics PLC dated March 17, 2005                                                                                                                                                                                                                                    |   | W(10.30)   |
| 10.25 |   | ImClone Systems  Incorporated Senior Executive Severance Plan                                                                                                                                                                                                                                                              |   | V(10.29)   |
| 10.26 |   | ImClone Systems  Incorporated Change in Control Plan, as amended                                                                                                                                                                                                                                                           |   | EE(10.32)  |
| 10.27 |   | 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                                                                                             |   | Y          |
| 10.28 |   | Collaboration and License  Agreement between the Company and UCB S.A. dated August 15, 2005                                                                                                                                                                                                                           |   | AA         |
| 10.29 |   | Approval by Board of  Directors of certain compensation related matters and Company stock  repurchase program                                                                                                                                                                                                              |   | Z          |
| 10.30 |   | ImClone Systems  Incorporated 2005 Inducement Stock Option Plan                                                                                                                                                                                                                                                            |   | BB(10.1)   |

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| 10.31 |   | Terms of accelerated  Company stock options and form of lock-up agreement                                                                                                                                                     |   | CC(10.1)  |
|-------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|
| 10.32 |   | ImClone Systems  Incorporated 2006-2008 Retention Plan                                                                                                                                                                        |   | DD(10.1)  |
| 10.33 |   | ImClone Systems  Incorporated Transition Severance Plan                                                                                                                                                                       |   | EE(10.40) |
| 10.34 |   | Approval by the  Compensation Committee of the 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  |   | FF        |
| 10.35 |   | Letter Agreement, dated  March 21, 2006, by and between Joseph L. Fischer and ImClone Systems  Incorporated                                                                                                              |   | GG(10.42) |
| 10.36 |   | Letter Agreement, dated  August 23, 2006, by and between Joseph L. Fischer and ImClone Systems  Incorporated                                                                                                             |   | HH(99.1)  |
| 10.37 |   | Letter Agreement, dated  October 24, 2006, by and between Joseph L. Fischer and ImClone Systems  Incorporated                                                                                                            |   | II(99.1)  |
| 10.38 |   | Settlement Agreement, dated  July 19, 2006, by and between ImClone Systems Incorporated and Merck  KGaA, including an amendment to the Development and License Agreement between  the Company and Merck KGaA, as amended |   | JJ(10.38) |
| 10.39 |   | ImClone Systems  Incorporated 2006 Stock Incentive Plan                                                                                                                                                                       |   | KK(10.39  |
| 10.40 |   | Letter Agreement between  the Company and UCB S.A. dated February 1, 2007                                                                                                                                                |   | LL(10.40) |
| 12.1  |   | Calculation of Ratio of  Earnings to Fixed Charges                                                                                                                                                                            |   | KK(12.1)  |
| 21.1  |   | Subsidiaries of the  Company                                                                                                                                                                                                  |   | KK(21.1)  |
| 23.1* |   | Consent of KPMG LLP, Independent  Registered Public Accountants                                                                                                                                                               |   |      |
| 31.1* |   | Certification of the  Company’s Principal Executive Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                             |   |      |
| 31.2* |   | Certification of the  Company’s Principal Financial Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                             |   |      |
| 32*   |   | Certification of the  Company’s Principal Executive Officer and Principal Financial Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                             |   |      |

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| *   |   | Filed herewith.                                                                                                                                                                                                                                                                                                                                                                                      |
|-----|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (A) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K, File No. 0-19612, for the fiscal year ended  December 31, 1993. Confidential Treatment was granted for a portion of  this Exhibit. Confidential portions were omitted and filed separately with  the Commission as required by Rule 24b-2 of the Commission. |
| (B) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K, File No. 0-19612, for the fiscal year ended  December 31, 1994.                                                                                                                                                                                                   |
| (C) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Quarterly Report on  Form 10-Q, File No. 0-19612, for the quarter ended  June 30, 1997.                                                                                                                                                                                                        |
| (D) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Registration Statement  on Form S-3, File No. 333-67335. Confidential treatment  was granted for a portion of this Exhibit. Confidential portions were omitted  and filed separately with the Commission as required by Rule 24b-2  of the Commission.                                         |

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| (E) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Registration Statement  on Form S-8, File No. 333-64827.                                                                                                                                                                                                                         |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (F) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K, File No. 0-19612, for the fiscal year ended  December 31, 1998.                                                                                                                                                                                |
| (G) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Quarterly Report on  Form 10-Q for the quarter ended June 30, 1999.                                                                                                                                                                                                              |
| (H) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K for the year ended December 31, 1999.                                                                                                                                                                                                                |
| (I) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Quarterly Report on  Form 10-Q for the quarter ended June 30, 2000.                                                                                                                                                                                                              |
| (J) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Schedule 14D-9  filed on September 28, 2001.                                                                                                                                                                                                                                     |
| (K) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated May 4, 2006.                                                                                                                                                                                                                                   |
| (L) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-A/A dated March 6, 2002.                                                                                                                                                                                                                               |
| (M) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K, for the year ended December 31, 2001.                                                                                                                                                                                                               |
| (N) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K, for the year ended December 31, 2001, and Confidential  Treatment has been requested for a portion of this exhibit. Confidential  portions were omitted and filed separately with the Commission as required by  Rule 24b-2 of the Commission. |
| (O) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Quarterly Report on  Form 10-Q for the quarter ended June 30, 2002.                                                                                                                                                                                                              |
| (P) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2002.                                                                                                                                                                                                         |
| (Q) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K, for the year ended December 31, 2002.                                                                                                                                                                                                               |
| (R) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Proxy Statement for  its 2003 Annual Meeting of Shareholders, filed August 21, 2003, as  appendix C.                                                                                                                                                                                  |
| (S) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated March 19, 2004.                                                                                                                                                                                                                                |
| (T) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Quarterly Report on  Form 10-Q for the quarter ended June 30, 2004.                                                                                                                                                                                                              |
| (U) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2004.                                                                                                                                                                                                         |
| (V) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K for the year ended December 31, 2004.                                                                                                                                                                                                                |
| (W) |   | Previously filed with the  Commission; incorporated by reference to the Quarterly Report on Form 10-Q  for the quarter ended March 31, 2005.                                                                                                                                                                                                                            |
| (X) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated October 3, 2006.                                                                                                                                                                                                                               |

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| (Y)  |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated July 15, 2005.                                                                                                                                                         |
|------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Z)  |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated September 19, 2005.                                                                                                                                                    |
| (AA) |   | Previously filed with the  Commission, incorporated by reference to the Quarterly Report on Form 10-Q  for the quarter ended September 30, 2005. Confidential portions were  omitted and filed separately with the Commission as required by Rule 24b-2  of the Commission.                |
| (BB) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated October 21, 2005.                                                                                                                                                      |
| (CC) |   | Previously filed with the  Commission, incorporated by reference to the Company’s Current Report on  Form 8-K dated December 21, 2005.                                                                                                                                                     |
| (DD) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated January 23, 2006.                                                                                                                                                      |
| (EE) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K for the year ended December 31, 2005.                                                                                                                                        |
| (FF) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated March 22, 2006.                                                                                                                                                        |
| (GG) |   | Previously filed with the  Commission; incorporated by reference to the Company’s amended Annual Report  on Form 10-K/A for the year ended December 31, 2005.                                                                                                                              |
| (HH) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated August 24, 2006.                                                                                                                                                       |
| (II) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Current Report on  Form 8-K dated October 25, 2006.                                                                                                                                                      |
| (JJ) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2006. Confidential  portions were omitted and filed separately with the Commission as required by  Rule 24b-2 of the Commission. |
| (KK) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K for the year ended December 31, 2006.                                                                                                                                        |
| (LL) |   | Previously filed with the  Commission; incorporated by reference to the Company’s Annual Report on  Form 10-K for the year ended December 31, 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 30, 2007 | By:      | /s/ ALEXANDER  J. DENNER                                     |
|                      | * * | Alexander J.  Denner*Executive Committee of the Board,  Chairman* |

 

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/ ALEXANDER  J. DENNER   |     | Executive Committee of  the Board, Chairman |       | April 30, 2007  |
| Alexander  J. Denner            |     | Director (Principal  Executive Officer)     |       |                 |
| /s/ ANA I. STANCIC         |     | Senior Vice  President, Finance             |       | April 30,  2007 |
| Ana  I. Stancic                 |     | (Principal Financial  Officer)              |       |                 |
| /s/ ANDREW G. BODNAR       |     | Director                                    |       | April 30,  2007 |
| Andrew  G. Bodnar               |     |                                        |       |                 |
| /s/ ANDREW R. J. BONFIELD       |     | Director                                    |       | April 30,  2007 |
| Andrew  R. J. Bonfield          |     |                                        |       |                 |
| /s/ VINCENT T. DEVITA, JR. |     | Director                                    |       | April 30,  2007 |
| Vincent  T. DeVita, Jr.    |     |                                        |       |                 |
|                            |     | Director                                    |       |                 |
| Carl  C. Icahn                  |     |                                        |       |                 |
| /s/ PETER S. LIEBERT       |     | Director                                    |       | April 30,  2007 |
| Peter  S. Liebert               |     |                                        |       |                 |
| /s/ WILLIAM R. MILLER      |     | Director                                    |       | April 30,  2007 |
| William  R. Miller              |     |                                        |       |                 |
| /s/ RICHARD C. MULLIGAN    |     | Director                                    |       | April 30,  2007 |
| Richard  C. Mulligan            |     |                                        |       |                 |
| /s/ DAVID SIDRANSKY        |     | Director                                    |       | April 30,  2007 |
| David  Sidransky                |     |                                        |       |                 |
| /s/ CHARLES WOLER               |     | Director                                    |       | April 30,  2007 |
| Charles Woler                   |     |                                        |       |                 |

 

39

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