<PAGE>

EXECUTION COPY

                                  TARGET PRICE

                                    CONTRACT

                                     between

                          ImClone Systems Incorporated

                                       And

                                Kvaerner Process,

               ARCHITECTURAL, ENGINEERING, PROCUREMENT ASSISTANCE
                     CONSTRUCTION MANAGEMENT, AND VALIDATION

                                      of a

                        COMMERCIAL MANUFACTURING PROJECT

                                 Branchburg, NJ

                                                               KVAERNER PROCESS,
                                                a division of Kvaerner U.S. Inc.
                                                 Project No: ___________________
<PAGE>

                              TARGET PRICE CONTRACT

                                  EXHIBIT LIST

A.    Kvaerner Process Scope of Work (Rev. E dated November 26, 2001) - Articles
      1.1, 1.2 and 1.8

B.    Layout Design prepared by Kvaerner - Articles 1.1 and 1.8

C.    Definitive Estimate (Rev. 2 with Rev. 2A Supplement) - Article 1.3

D.    Kvaerner Process Rate Schedule - Article 2.1(a)(1)

E.    Kvaerner Process Travel and Living Adjustment Schedule - Article 2.1(a)(2)

F.    Mechanical Completion - Article 2.1(c)(1)

G.    Kvaerner Documentation required for monthly reimbursable expenses -
      Articles 3.1 and 3.2

H.    Project Schedule -Identifying critical milestone dates - Articles 5.1 and
      4.3
<PAGE>

      THIS TARGET PRICE CONTRACT (this "CONTRACT") is made as of the 15th day
of July, 2002 (the "Effective Date"), by and between ImClone Systems
Incorporated, a company incorporated under the laws of the State of Delaware
hereinafter referred to as "OWNER", and KVAERNER PROCESS, a division of Kvaerner
U.S. Inc., ("KVAERNER PROCESS") a company incorporated under the laws of the
State of Delaware.

                              W I T N E S S E T H:

      In consideration of the mutual promises and agreements of the parties
herein expressed, the parties hereto agree as follows:

ARTICLE 1. SCOPE OF WORK

      1.1   KVAERNER PROCESS shall furnish certain engineering and design
            services; procurement services; field supervision; home office
            construction support services; construction management services, and
            validation services as expressly stated in EXHIBIT A which is
            attached hereto and incorporated by reference herein (hereinafter
            collectively and severally referred to as the "KVAERNER WORK") for
            OWNER's C225 Commercial Manufacturing Project to be constructed at
            Branchburg NJ (the "PROJECT"), in accordance with the layout design
            prepared by KVAERNER PROCESS (EXHIBIT B).

      1.2   EXHIBIT A, and the attachments thereto, provide a detailed scope of
            work for labor, equipment, materials and construction of the PROJECT
            (the "PROJECT WORK"). The PROJECT WORK shall be performed by certain
            contractors, vendors, suppliers, manufacturers and others (the
            "CONTRACTORS"). The OWNER or KVAERNER PROCESS acting on OWNER's
            behalf shall enter into contracts with the CONTRACTORS (which
            contracts shall be referred to as the "CONTRACTOR AGREEMENTS").

      1.3   KVAERNER PROCESS has provided OWNER with an estimate for the
            completion of the KVAERNER WORK and the PROJECT WORK in the amount
            of $225,205,648 (the "TARGET PRICE"), in accordance with a detailed
            summary of all costs and expenses included in the TARGET PRICE which
            is contained in the definitive estimate which is attached here to as
            EXHIBIT C and incorporated by reference herein.

      1.4   The KVAERNER WORK and the PROJECT WORK shall be based on the soils
            investigation, data and conclusions contained in the report entitled
            "Soil and Foundation Investigation" dated January 17, 2001, prepared
            by Melick/Tully and Associates, P.C., an independent soils
            consultant. In the event that any subsurface conditions not revealed
            in said soils consultant's reports, or any other unusual, unexpected
            or unforeseen physical conditions encountered at the PROJECT site
            results in additional work by KVAERNER PROCESS, KVAERNER PROCESS
            shall have the right to submit a Change Order Request to the OWNER
            consistent with ARTICLE 4, herein.

      1.5   KVAERNER PROCESS shall comply with all applicable laws and
            regulations, dealing with employer/employee relations, and shall
            obtain all licenses and permits required for the performance of the
            KVAERNER WORK that are to be taken out in KVAERNER PROCESS' name. If
            KVAERNER PROCESS incurs additional expense in the prosecution of the
            KVAERNER WORK as the result of a change or modification of any
            existing law or regulation or as the result of any law or regulation
            not applicable to the KVAERNER WORK or the PROJECT WORK as of the
            date of this CONTRACT, such matter shall be handled as a change in
            accordance with ARTICLE 4.

      1.6   KVAERNER PROCESS shall at all times keep the PROJECT site and other
            parts of OWNER's premises free from accumulations of waste and
            rubbish caused by KVAERNER PROCESS employees or the KVAERNER WORK.
            At the completion of the KVAERNER WORK, KVAERNER PROCESS shall
            remove from the PROJECT site and other parts of


                                       3
<PAGE>

            OWNER's premises all of KVAERNER PROCESS' equipment, tools,
            scaffolding, surplus materials and other personal property and shall
            leave the PROJECT site "broom clean."

            KVAERNER PROCESS shall also direct and require each CONTRACTOR to
            clean up the PROJECT site daily and otherwise to keep the PROJECT
            site and other parts of the OWNER's premises free from accumulations
            of waste and rubbish caused by CONTRACTORS' employees, suppliers and
            subcontractors on the PROJECT. At the completion of the PROJECT
            WORK, KVAERNER PROCESS shall direct and require each CONTRACTOR to
            remove from the PROJECT site, and other parts of the OWNER's
            premises, all of the CONTRACTORS' equipment, tools, scaffolding,
            surplus material and personal property (as well as the equipment,
            tools, scaffolding, surplus material and personal property of each
            CONTRACTOR's subcontractors and suppliers), and shall leave the
            PROJECT site "broom clean." OWNER may require additional cleaning by
            KVAERNER PROCESS or any CONTRACTOR as warranted to maintain a safe
            PROJECT site.

      1.7   KVAERNER PROCESS shall not have responsibility for handling,
            transport, treatment or disposal of hazardous, toxic, noxious or
            otherwise regulated compounds, it being expressly agreed that such
            activities are not within EXHIBIT A and that no Change Order may be
            written requiring KVAERNER PROCESS to perform these duties unless
            that Change Order expressly refers to this ARTICLE 1.7 and states
            that it supercedes this clause.

      1.8   OWNER shall cooperate fully with KVAERNER PROCESS in the performance
            of the KVAERNER WORK, granting KVAERNER PROCESS free and complete
            access to the site as described in EXHIBIT B, and providing such
            other assistance as KVAERNER PROCESS may reasonably request. Without
            limiting the generality of the foregoing, but subject to KVAERNER
            PROCESS' obligations as set forth in ARCTICLE 1.1 herein, OWNER
            shall provide, or cause to be provided, all work, facilities,
            materials and other items required for the KVAERNER WORK, other than
            those items expressly stated in EXHIBIT A to be provided by KVAERNER
            PROCESS, all without cost to KVAERNER PROCESS and in a timely
            manner.

      1.9   OWNER shall have the right to accept or reject all PROJECT personnel
            assigned by KVAERNER PROCESS to the PROJECT. Without limiting the
            foregoing, this right shall include the right to cause the prompt
            removal of personnel from the PROJECT. In addition, key PROJECT
            personnel may not be removed from or reassigned with respect to the
            PROJECT by KVAERNER PROCESS without the prior approval of OWNER. For
            purposes of the foregoing sentence, key PROJECT personnel are: the
            Project Director, Project Manager, Project Engineers, Lead
            Discipline Engineers/Architects, Resident Construction Manager,
            Sub-Contracts Manager, Construction Scheduler, Project Controls
            Manager and Construction Superintendents.

ARTICLE 2. CONTRACT PRICE

      2.1   As compensation for the KVAERNER WORK, OWNER shall pay to KVAERNER
            PROCESS, in the manner and at the times set forth in ARTICLE 3
            below, the "KVAERNER CONTRACT PRICE" comprised of (1) REIMBURSABLE
            COSTS, (2) FIXED FEE, and (3) EARNED FEE, if any.

            2.1(a) REIMBURSABLE COSTS:

                  1.    Amounts for each man-hour expended by KVAERNER PROCESS
                        in performance of the KVAERNER WORK in accordance with
                        rates and multipliers established in EXHIBIT D and other
                        costs established herein.


                                       4
<PAGE>

                  2.    Travel and Living Adjustments at actual costs and at
                        rates and levels in accordance with KVAERNER PROCESS'
                        standard policies and procedures, which are attached as
                        EXHIBIT E.

                  3.    Other costs and expenses reasonably incurred by KVAERNER
                        PROCESS in the performance of the KVAERNER WORK as
                        agreed between the OWNER and KVAERNER PROCESS as ordered
                        by written contract change order in accordance with
                        ARTICLE 4 herein.

            2.1(b) FIXED FEE:

            A fixed fee of $1,200,000 shall be paid to KVAERNER PROCESS in two
            installments. A first installment amount of $600,000 shall be paid
            within thirty (30) days after the EFFECTIVE DATE. A second
            installment of $600,000 shall be paid on or before December 31,
            2002.

            2.1 (c) EARNED FEE:

            KVAERNER PROCESS shall be entitled to earn fees in addition to the
            fixed fee stated above, such earned fees not to exceed $3,300,000,
            for schedule or cost achievements in accordance with the following
            subsections. The sum of the fees, if any, earned under these
            subsections 2.1 (c)(1) and 2.1 (c)(2) shall be the "EARNED FEE".

            2.1(c)(1) Earned Fee for Schedule.

            The target date for MECHANICAL COMPLETION, as that term is defined
            in EXHIBIT F, is June 18, 2004 (the "TARGET DATE"). The actual date
            of mechanical completion shall be "MECHANICAL COMPLETION DATE". In
            the event MECHANICAL COMPLETION occurs within 28 days before or
            after the TARGET DATE (the "DEADBAND"), KVAERNER PROCESS shall earn
            a fee of $1,350,000, payable within 30 days after the determination
            that MECHANICAL COMPLETION has been achieved. For each week or
            partial week that MECHANICAL COMPLETION is earlier than May 21,
            2004, the fee shall be increased in accordance with the following
            schedule:

<TABLE>
<CAPTION>
            MECHANICAL COMPLETION DATE      Additional Fee    Total Earned Fee For Schedule
            --------------------------      --------------    -----------------------------
<S>                                         <C>               <C>
            May 14 to May 20, 2004            $  500,000                $1,850,000
            Before or on May 13, 2004         $1,000,000                $2,350,000
</TABLE>

            For each week or partial week that MECHANICAL COMPLETION occurs
            after July 16, 2004, the earned fee shall be reduced in accordance
            with the following schedule:

<TABLE>
<CAPTION>
            MECHANICAL COMPLETION DATE      Fee Deduction     Total Earned Fee For Schedule
            --------------------------      -------------     -----------------------------
<S>                                         <C>               <C>
            July 17 to July 23, 2004          $  350,000                $1,000,000
            July 24 to July 30, 2004          $  700,000                $  650,000
            July 31 to August 6, 2004         $1,000,000                $  350,000
            On or after August 7, 2004        $1,350,000                $    -0-
</TABLE>

            2.1(c)(2) Earned Fee for Cost

            KVAERNER PROCESS shall be entitled to payment of additional fees if
            (a) the OWNER'S MECHANICAL COMPLETION COST is less than 106% of the
            ADJUSTED TARGET PRICE and (b) the MECHANICAL COMPLETION DATE occurs
            within or prior to the DEADBAND. As used in the previous sentence:

                  "OWNER'S MECHANICAL COMPLETION COST," also referred to as
                  "OMCC," means the sum of (i) the amount paid by OWNER as the
                  KVAERNER CONTRACT PRICE (excluding any costs expended by OWNER
                  to compensate KVAERNER


                                       5
<PAGE>

                  PROCESS for validation services) and (ii) other amounts paid
                  by OWNER for the PROJECT WORK.

                  "ADJUSTED TARGET PRICE," also referred to as "ATP," means the
                  TARGET PRICE as adjusted to subtract KVAERNER PROCESS'
                  estimated costs for validation services, which are estimated
                  in EXHIBIT C.

            In such event, KVAERNER PROCESS shall earn a fee in accordance with
            the following schedule:

<TABLE>
<CAPTION>
            OMCC relative to ATP                                                Total Earned Fee For Cost
            --------------------                                                -------------------------
<S>                                                                             <C>
            OMCC (less than or equal to) 90% of ATP                             $950,000
            90% of ATP (less than) OMCC (less than or equal to) 92.5% of ATP    $800,000
            92.5% of ATP (less than) OMCC (less than or equal to) 96% of ATP    $700,000
            96% of ATP (less than) OMCC (less than) 104% of ATP                 $450,000
            104% of ATP (less than or equal to) OMCC (less than) 105% of ATP    $100,000
            105% of ATP (less than or equal to) OMCC (less than) 106% of ATP    $ 50,000
            OMCC (greater than or equal to) 106% of ATP                         $   -0-
</TABLE>

            The "Total Earned Fee for Cost" from the preceding schedule shall be
            payable as follows:

            (A)   A provisional payment shall be made within thirty (30) days
                  after the date of the first cost report issued after
                  MECHANICAL COMPLETION, provided that the sum of the actual
                  costs and forecasted costs in said report demonstrate that the
                  OMCC is less than 106% of ATP. The provisional payment shall
                  be equal to fifty percent (50%) of the Total Earned Fee for
                  Cost as determined in accordance with the above schedule.

            (B)   The balance of the Total Earned Fee for Cost shall be paid
                  within thirty (30) days after closure of all contracts and
                  purchase orders for the PROJECT, subject, however, to
                  adjustment if, following such closure, the final tabulation of
                  OMCC demonstrates that a different amount of Total Earned Fee
                  for Cost is due or that no Earned Fee for Cost is due. Should
                  an amount be due OWNER on account of such adjustment, it shall
                  be paid by KVAERNER PROCESS within thirty (30) days of receipt
                  of OWNER'S written notice thereof.

            2.1(c)(3) Adjustments to Price

            The TARGET PRICE and the ADJUSTED TARGET PRICE shall be increased by
            (1) the additional amount paid to any CONTRACTOR resulting from any
            OWNER approved written change orders resulting from causes other
            than KVAERNER PROCESS' DEFECTIVE WORK (as defined in ARTICLE 6
            herein) in excess of the CONTRACTOR's agreed upon CONTRACT PRICE, by
            (2) the additional amount paid to KVAERNER PROCESS resulting from
            any OWNER approved written change orders in excess of the estimated
            KVAERNER CONTRACT PRICE, (3) any additional costs to the PROJECT
            relating to comments of FDA officials (as communicated by OWNER) or
            OWNER or OWNER's consultants to the design, described in EXHIBIT B,
            currently the basis of the PROJECT, which are received after the
            execution of this CONTRACT and (4) the positive difference between
            (X) the bid amount of the BIDDER recommended by KVAERNER PROCESS for
            any separate scope of the PROJECT WORK, and (Y) the bid amount of
            the BIDDER selected by the OWNER, if other than the BIDDER
            recommended by KVAERNER PROCESS, pursuant to ARTICLE 2.3 PROCUREMENT
            of the Scope of Work attached hereto as EXHIBIT A. Only bidders from
            the PRE APPROVED BIDDER LIST may bid elements of PROJECT WORK and
            OWNER is limited to selecting bids from these PRE APPROVED BIDDER
            LIST bids.

            2.1(d) For purposes of clarity, the FIXED FEE is included, but
            EARNED FEE (if any) is not included in the TARGET PRICE, nor are
            they to be considered when calculating the EARNED FEE (if any).


                                       6
<PAGE>

      2.2   The KVAERNER CONTRACT PRICE and TARGET PRICE excludes all applicable
            import duties, sales, use, gross receipts, property and all other
            taxes, together with any local, state and federal taxes or duties
            assessed on this transaction, and OWNER shall reimburse KVAERNER
            PROCESS for all such taxes paid by KVAERNER PROCESS, in addition to
            the KVAERNER CONTRACT PRICE, excluding only taxes measured on
            KVAERNER PROCESS' net income and taxes which KVAERNER PROCESS is
            obligated to pay directly with respect to its own employees, such as
            social security taxes, unemployment taxes, and workmen's
            compensation benefit taxes or premiums. Further, if KVAERNER PROCESS
            is required by federal, state or local law to pay any increased or
            additional taxes, (including without limitation, social security
            taxes, unemployment or workmen's compensation benefit taxes or
            premiums, and excluding only taxes measured by KVAERNER PROCESS' net
            income), not applicable as of the date of this CONTRACT, the
            KVAERNER CONTRACT PRICE and TARGET PRICE shall be increased by the
            total amount of such duties, tax increases or additions which shall
            be reimbursed by Owner

      2.3   The TARGET PRICE and the KVAERNER CONTRACT PRICE forming a part
            thereof include an allowance for overtime necessary to attract craft
            labor to the PROJECT. Said allowance is included within EXHIBIT C as
            premiums in excess of a forty (40) hour field force work week,
            consisting of eight (8) straight-time hours per day, Monday through
            Friday, inclusive, said premiums resulting from overtime work or for
            work on Saturdays, Sundays or holidays (herein cumulatively referred
            to as "overtime"). If, after exhaustion of all overtime allowances
            in EXHIBIT C, OWNER requests overtime and KVAERNER PROCESS performs
            the requested overtime, the KVAERNER CONTRACT PRICE and TARGET PRICE
            shall be increased to include the premium rate portion of overtime
            wages and related payroll burden provided the requested overtime is
            not due to delays or deficiencies in the KVAERNER WORK. In the event
            OWNER requests overtime on the part of CONTRACTORS which is not due
            to delays or deficiencies in the PROJECT WORK caused by CONTRACTORS
            or by the KVAERNER WORK, the TARGET PRICE will be increased by the
            amount of the CHANGE ORDER granted to the CONTRACTOR to address the
            cost impacts of such overtime.

      2.4   EXHIBIT C hereto establishes the estimated basis for the KVAERNER
            CONTRACT PRICE and the TARGET PRICE. While KVAERNER PROCESS makes no
            guaranty and shall have no liability (including that for negligence)
            in the event that cost of the KVAERNER WORK and/or the PROJECT WORK
            exceeds the amounts contained in EXHIBIT C, KVAERNER PROCESS shall
            use its best efforts to perform its KVAERNER WORK within the
            estimated man-hours in EXHIBIT C and shall periodically report to
            the OWNER (at least monthly) any projected overruns and/or
            under-runs in KVAERNER PROCESS' man-hours and costs expended to
            complete KVAERNER WORK and any projected overruns or under-runs in
            the TARGET PRICE.

      2.5   KVAERNER PROCESS' entitlement to compensation in accordance with
            ARTICLE 2.1(a) and 2.1(b) shall not be affected or reduced in any
            way due to KVAERNER PROCESS' inability to maintain the cost
            estimates contained in EXHIBIT C for the KVAERNER WORK and/or the
            PROJECT WORK.

ARTICLE 3. PAYMENT TERMS

      3.1   KVAERNER PROCESS shall submit a monthly statement to the OWNER on or
            about the 10th calendar day of the month the amount of REIMBURSABLE
            COSTS, FIXED FEE and EARNED FEE, if any, that will be due KVAERNER
            PROCESS for KVAERNER WORK performed during that month, and deduct an
            amount or add an amount as required to reconcile the difference (if
            any) between the amount that KVAERNER PROCESS invoiced OWNER for in
            the previous month against the REIMBURSABLE EXPENSES, FIXED FEE or
            EARNED FEE paid to KVAERNER PROCESS for the proceeding month's
            KVAERNER WORK. KVAERNER PROCESS shall include with each monthly
            statement for


                                       7
<PAGE>

            REIMBURSABLE EXPENSES all documentation required by EXHIBIT G to
            support and verify KVAERNER PROCESS' request for payment. Owner may
            request reasonable additional information and documentation to
            support and verify such costs, and KVAERNER PROCESS shall use
            reasonable efforts to provide such information to OWNER, but,
            subject to ARTICLE 3.2, no payments to KVAERNER PROCESS shall be
            withheld or delayed pending the receipt of such additional
            information and documentation. Owner shall pay all undisputed
            amounts of each KVAERNER PROCESS request for payment within thirty
            (30) days after receipt of said request for payment.

      3.2   In the event of a question over the amount of any invoice, OWNER
            shall pay timely that portion of the invoice that is not in
            question, and KVAERNER PROCESS and OWNER shall make every effort to
            resolve the amount in question within thirty (30) days. If any
            amount is not paid within the thirty (30) day time period set forth
            in this CONTRACT, and if KVAERNER PROCESS shall have submitted all
            documentation required by EXHIBIT G herein, in support of such
            invoice, the unpaid amount shall bear interest at the rate of two
            percent (2%) above the prime rate offered by Chase Manhattan Bank
            N.A., New York, New York. OWNER's agreement to pay such interest and
            KVAERNER PROCESS' acceptance thereof shall not constitute a waiver
            by KVAERNER PROCESS of the requirement for prompt payment in
            accordance with this CONTRACT, or any remedies KVAERNER PROCESS may
            have.

            However, the OWNER shall not be obligated to pay interest at the
            above rate, provided that it timely pays KVAERNER PROCESS the amount
            of the invoice which is not in question and, further, provided that
            it raises a bona fide and good faith dispute to payment of the
            amount then unpaid and demanded by KVAERNER PROCESS.

      3.3   KVAERNER PROCESS shall indemnify and save OWNER harmless from any
            and all liens for labor, equipment, materials and services furnished
            to or by KVAERNER PROCESS, its subcontractors, vendors and
            suppliers, or otherwise arising out of the performance by KVAERNER
            PROCESS of this CONTRACT provided such liens therefor result from
            KVAERNER PROCESS' failure to pay amounts due from KVAERNER PROCESS
            for such labor, equipment, materials or services for which OWNER has
            paid KVAERNER PROCESS, and further that OWNER has notified KVAERNER
            PROCESS in writing that such a lien has been filed. KVAERNER PROCESS
            shall take any and all necessary measures to remove and/or bond any
            such lien, within thirty (30) days after such notification from the
            OWNER.

      3.4   KVAERNER PROCESS shall continue to provide the services required of
            this CONTRACT and shall continue to use reasonable efforts to
            maintain the PROJECT SCHEDULE (as hereinafter defined in ARTICLE
            5.1), pending the resolution of any bona fide and good faith dispute
            regarding any KVAERNER PROCESS' payment request (unless the CONTRACT
            has been terminated in accordance with the terms hereof). If
            KVAERNER PROCESS continues to perform, the OWNER shall continue to
            make payments of undisputed amounts in accordance with and subject
            to the terms of this CONTRACT.

ARTICLE 4. EXTRA WORK: CHANGES IN THE WORK

      4.1   OWNER may request extra work or make changes, related to the scope
            of the KVAERNER WORK and/or the PROJECT WORK, by altering, adding
            to, or deducting from the KVAERNER WORK and/or the PROJECT WORK. In
            such event, KVAERNER PROCESS shall provide the OWNER with a Change
            Order Request or Requests setting forth in detail all KVAERNER WORK
            and all PROJECT WORK which has been altered, added or deleted and
            the corresponding additional cost or the reduction in cost of the
            KVAERNER WORK and the PROJECT WORK, as well as the impact, if any,
            on the TARGET PRICE and/or the TARGET DATE. KVAERNER PROCESS shall
            provide the OWNER with any and all documentation and information
            reasonably required by the OWNER to support the Change Order
            Requests.


                                       8
<PAGE>

      4.2   KVAERNER PROCESS reserves the right to object to any change or extra
            work request made by the OWNER that would adversely affect the
            workmanship and materials warranties or any of KVAERNER PROCESS'
            obligations under this CONTRACT. In such event, KVAERNER PROCESS
            reserves the right to request a Change Order from OWNER to waive or
            appropriately modify any of the guarantees, warranties or
            obligations contained in this CONTRACT.

      4.3.  KVAERNER PROCESS shall proceed with any such extra or OWNER modified
            work upon receiving from OWNER a Contract Change Order signed by and
            mutually acceptable to, both OWNER and KVAERNER PROCESS, specifying
            the scope of the extra work or change, the adjustments in the TARGET
            PRICE and the KVAERNER CONTRACT PRICE and the TARGET DATE, if any,
            and other related matters. All such work shall be performed under
            the provisions of this CONTRACT as amended by the Contract Change
            Orders.

      4.4   If OWNER requests extra work or a change and KVAERNER PROCESS
            undertakes to estimate the adjustments attributable thereto, and if
            OWNER then abandons the extra work or change, KVAERNER PROCESS shall
            be paid for its work in estimating the adjustments attributable to
            the proposed extra work or change in accordance with ARTICLE 2
            herein, and the KVAERNER CONTRACT PRICE and TARGET PRICE shall be
            increased according. Nothing in this ARTICLE 4 or elsewhere in this
            CONTRACT shall limit KVAERNER PROCESS' right to additional
            compensation for extra work performed or expenses incurred as a
            result of inaccuracies or omissions in information furnished by or
            through OWNER or from other causes that are beyond KVAERNER PROCESS'
            reasonable control, and the KVAERNER CONTRACT PRICE, the TARGET
            PRICE and TARGET DATE shall be equitably adjusted to reflect such
            additional performance and expenses.

      4.5   KVAERNER PROCESS may also inform OWNER in writing of other events
            which represent or result in a change to the KVAERNER WORK or to the
            PROJECT WORK and KVAERNER PROCESS shall be entitled to make a Change
            Order Request to revise the KVAERNER CONTRACT PRICE, TARGET PRICE
            and/or the TARGET DATE and/or other modifications to the
            obligations/liabilities of KVAERNER PROCESS as are appropriate.

      4.6   Within five (5) business days of receipt of such a Change Order
            Request, OWNER shall respond to the request of KVAERNER PROCESS
            either by accepting the Change Order Request or identifying in
            writing all items which are not acceptable. No Change Order shall be
            effective until both OWNER and KVAERNER PROCESS shall have executed
            it.

      4.7   In the event that KVAERNER PROCESS and the OWNER are unable to agree
            upon the amount or terms of any Change Order Request made by
            KVAERNER PROCESS, under ARTICLE 4.5 above, KVAERNER PROCESS shall
            continue to perform its KVAERNER WORK , as unchanged pending
            resolution of the dispute and OWNER shall continue to make payments
            of all undisputed amounts in accordance with and subject to the
            terms of this CONTRACT.

ARTICLE 5 SCHEDULING TIME OF PERFORMANCE: COMPLETION

      5.1   EXHIBIT H, which is attached hereto and made a part hereof,
            identifies and defines critical milestone dates (other than the
            TARGET DATE and MECHANICAL COMPLETION DATE) for the PROJECT. Within
            fourteen (14) days from the date of the execution of this CONTRACT,
            KVAERNER PROCESS shall prepare and submit to the OWNER for its
            approval a construction schedule (the "PROJECT SCHEDULE") which
            shall be in the format of Bar Chart schedule or Critical Path Method
            (CPM) schedule or other format satisfactory to the OWNER and
            KVAERNER PROCESS which shall (1) provide a graphic representation of
            all activities and events that will occur during performance of the
            PROJECT WORK; (2) identify each phase of construction and occupancy;
            and (3) identify certain milestone dates


                                       9
<PAGE>

            that are critical in ensuring the timely and orderly completion of
            the PROJECT WORK. KVAERNER PROCESS shall monitor the progress of the
            PROJECT WORK, shall promptly advise the OWNER of any material delays
            in the PROJECT SCHEDULE and shall propose an affirmative plan to
            remediate or mitigate any delays in the PROJECT SCHEDULE. Material
            delays are those that the parties would reasonably anticipate are
            likely to have an impact on the MECHANICAL COMPLETION DATE.

      5     2. KVAERNER PROCESS shall use its best efforts to achieve the
            milestone dates contained in EXHIBIT H and the TARGET DATE;
            provided, however, that the above dates shall be extended and
            changed to allow for any delays excused under ARTICLE 13.2 and extra
            work and changes in the KVAERNER WORK and/or CONTRACTOR WORK under
            ARTICLE 4. Upon achieving MECHANICAL COMPLETION, OWNER shall assume
            and have accepted responsibility and liability for the care, custody
            and maintenance of the PROJECT WORK and all risk of loss and damage
            to the PROJECT WORK.

ARTICLE 6. WARRANTIES AND GUARANTEES

      6.1   KVAERNER PROCESS warrants that it shall perform all Construction
            Management services required of it under this CONTRACT, in
            accordance with the professional standards and standards of care
            normally practiced by reputable, professional construction
            management firms performing services of a similar nature at the time
            and in the general location that the KVAERNER PROCESS services are
            performed.

      6.2   KVAERNER PROCESS warrants that it shall perform all Architectural
            and Engineering services required of it under this CONTRACT, in
            accordance with the relevant mutually agreed design basis (including
            the corresponding design intent evidenced thereby), and the
            professional standards and standards of care normally practiced by
            reputable Engineering firms which are also authorized to perform
            Architectural services performing services of a similar nature at
            the time and in the general location that the KVAERNER PROCESS'
            services are performed.

      6.3   In addition to the warranties set forth in ARTICLES 6.1 and 6.2
            above, KVAERNER PROCESS shall perform all of the KVAERNER WORK in
            accordance with generally accepted Pharmaceutical/Biotechnology
            Industry standards.

      6.4   In the event that the KVAERNER WORK (including any error or omission
            of KVAERNER PROCESS) fails to meet the standards set forth in
            ARTICLES 6.1, 6.2 and 6.3 ("DEFECTIVE WORK"), KVAERNER PROCESS shall
            reperform the DEFECTIVE WORK without adjustment of the TARGET PRICE,
            ADJUSTED TARGET PRICE or FIXED FEE as defined in ARTICLE 2, to the
            degree and extent required to allow the DEFECTIVE WORK to comply
            with the foregoing standards, both prior to the MECHANICAL
            COMPLETION DATE or earlier termination of the CONTRACT, and for a
            period of twelve (12) months thereafter, provided that OWNER
            notifies KVAERNER PROCESS in writing within the aforementioned
            period, describing the alleged defects with particularity, and
            granting KVAERNER PROCESS all reasonable access to such KVAERNER
            WORK and the PROJECT so as not to delay KVAERNER PROCESS in the
            required correction of any such DEFECTIVE WORK and subject to all
            other conditions stated in this ARTICLE 6. In the event that the
            OWNER provides KVAERNER PROCESS with the written notice required by
            this ARTICLE 6.4 prior to the MECHANICAL COMPLETION DATE, KVAERNER
            PROCESS shall be compensated its REIMBURSABLE COSTS for reperforming
            any DEFECTIVE WORK but without adjustment to the TARGET PRICE. In
            the event that the OWNER provides KVAERNER PROCESS with the written
            notice required by this ARTICLE 6 prior to the expiration of twelve
            (12) months after the MECHANICAL COMPLETION DATE or earlier
            termination of the CONTRACT, KVAERNER PROCESS shall reperform the
            DEFECTIVE WORK without compensation for REIMBURSABLE COSTS and
            without adjustment to the TARGET PRICE.


                                       10
<PAGE>

      6.5   Subject to the limitations stated in ARTICLE 9.1 herein, KVAERNER
            PROCESS shall reimburse the OWNER all reasonable amounts paid to
            third party contractors for construction labor and material costs,
            required to remanufacture, field retrofit, remove or replace the
            PROJECT WORK which are caused by any DEFECTIVE WORK in KVAERNER
            PROCESS' engineering or architectural services that are contained or
            incorporated into any of the "Approved for Construction" drawings
            issued by KVAERNER PROCESS due to KVAERNER PROCESS' failure to
            comply with the standards contained in ARTICLE 6.2 and ARTICLE 6.3
            above; provided the OWNER has given KVAERNER PROCESS written notice
            of such deficiencies in the PROJECT WORK prior to performing rework
            and prior to the expiration of twelve (12) months after the
            MECHANICAL COMPLETION DATE or earlier termination of the CONTRACT.
            KVAERNER PROCESS' liability to the OWNER for the above costs shall
            be limited to those amounts paid by the OWNER to third party
            contractors for construction labor and material costs, required to
            remanufacture, field retrofit, remove and replace the PROJECT WORK
            which exceeded and are above two and one-half percent (2.5%) of the
            amount of the TARGET PRICE. However, in no event shall KVAERNER
            PROCESS' liability for said costs exceed the amount of ten percent
            (10%) of the KVAERNER CONTRACT PRICE. For example, assume that the
            final TARGET PRICE, with all adjustments required by this CONTRACT,
            is computed to be the sum of $225 million. Further assume that the
            final KVAERNER CONTRACT PRICE, with all adjustments required of this
            CONTRACT, is computed to be the sum of $50 million. In that event,
            KVAERNER PROCESS' liability to the OWNER pursuant to this ARTICLE
            6.5 for the cost of remediation of the PROJECT WORK, caused by
            DEFECTIVE WORK performed by KVAERNER PROCESS shall commence once the
            OWNER pays to third party contractors for such costs of remediation
            the sum of $5,625,000 (i.e., two and one-half percent (2.5%) of the
            $225 million TARGET PRICE). However, KVAERNER PROCESS' liability to
            the OWNER shall not exceed the sum of $5 million (i.e., ten (10%)
            percent of the KVAERNER CONTRACT PRICE), above the $5,625,000
            threshold. KVAERNER PROCESS shall be entitled to a reasonable audit
            of any amounts paid by the OWNER for correction or remediation of
            the PROJECT WORK caused by KVAERNER PROCESS' DEFECTIVE WORK.

      6.6   KVAERNER PROCESS assumes no responsibility or liability for any
            materials or equipment, whether new or used, furnished by OWNER for
            use in the PROJECT WORK. As part of KVAERNER PROCESS' procurement
            services, KVAERNER PROCESS shall secure, for the benefit of OWNER,
            available warranties of third party vendors and contractors running
            directly to OWNER or assignable by KVAERNER PROCESS to OWNER, with
            respect to the materials, equipment and work performed or furnished
            by such vendors and contractors, warranting against defects in
            workmanship, design and material, and non-infringement of patents
            and other industrial property rights. KVAERNER PROCESS' liability
            regarding such materials, equipment and work shall be limited to
            using reasonable efforts, short of litigation, to enforce third
            party warranties on behalf of OWNER.

      6.7   This ARTICLE 6 states the only warranties made by KVAERNER PROCESS
            there being no other express or implied warranty. KVAERNER PROCESS
            EXPRESSLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND
            FITNESS FOR PURPOSE.

      6.8   The provisions of this ARTICLE 6 shall survive the performance or
            earlier termination of this CONTRACT.

ARTICLE 7. INDEMNIFICATION

      7.1   Each party shall indemnify the other party against any costs
            (including without limitation amounts paid pursuant to judgments or
            settlements and attorneys' fees and disbursements) incurred by such
            other party as a result of any claim by a third party (including,
            without limitation, any claim by an employee of either party, or by
            another contractor, a


                                       11
<PAGE>

            subcontractor, or vendor or their employees) based on actual or
            alleged damage to or destruction of property or bodily injury to
            persons (including death) to the extent caused by the willful or
            negligent acts or omissions of the indemnifying party, its agents or
            employees.

      7.2   Each party shall promptly notify the other of the assertion of any
            claim against which such party is indemnified pursuant to this
            ARTICLE 7, shall give such other party the opportunity to defend any
            such claim, at the expense of the indemnifying party, in which
            event, the indemnified party shall have the right to participate in
            such defense at its own expense and to approve or reject any
            settlement. In the event that the indemnifying party chooses not to
            assume the defense of such claim, the indemnified party shall not
            settle any such claim without the approval of the indemnifying
            party.

      7.3   KVAERNER PROCESS shall indemnify OWNER from damage or loss to its
            existing real property and all existing improvements thereon, to the
            extent such damage or loss is caused by the negligence or willful
            misconduct of KVAERNER PROCESS in the performance of the CONTRACT.

      7.4   This ARTICLE 7 is for the protection of OWNER and KVAERNER PROCESS
            only and shall not affect or establish, in and of itself, any
            liability to or by third parties.

      7.5   The provisions of this ARTICLE 7 shall survive the performance or
            earlier termination of this CONTRACT.

ARTICLE 8. INSURANCE

      8.1   OWNER shall insure, or cause to be insured, at no expense to
            KVAERNER PROCESS and for the full replacement cost, all KVAERNER
            WORK and PROJECT WORK, and related work, completed and in the course
            of construction at the PROJECT site and all equipment and materials
            delivered and stored at the site and in transit which are to be used
            in the PROJECT WORK or incorporated into the PROJECT, against the
            risks normally insured under a Builders All Risk Insurance Policy
            (Broad Form) with coverage commercially available and reasonably
            acceptable to KVAERNER PROCESS, but OWNER shall not be responsible
            for providing insurance to protect tools, construction equipment,
            scaffolding, surplus materials and other personal property used by
            KVAERNER PROCESS or its direct subcontractors (meaning contractors
            executing subcontracts to perform the KVAERNER WORK, not CONTRACTORS
            executing contracts with OWNER or with KVAERNER PROCESS acting as
            agent for OWNER) in the prosecution of the PROJECT WORK. KVAERNER
            PROCESS and each CONTRACTOR of every tier shall be named as Loss
            Payees and additional insureds under this policy as their interest
            may appear, and OWNER shall have liability to pay all applicable
            deductible amounts. This policy shall include startup, hot testing
            and commissioning coverage. This insurance shall be primary as to
            any insurance KVAERNER PROCESS may carry. OWNER and KVAERNER PROCESS
            waive all rights against each other, including but not limited to a
            right of subrogation, except for such rights as they may have to the
            proceeds of the Builders All Risk Insurance described in this
            Article 8.1, in connection with or arising from losses or damages to
            the PROJECT or PROJECT WORK and related work, including KVAERNER
            WORK, completed in the course of construction at the PROJECT site,
            and all equipment and materials delivered and stored at the site or
            in transit which are to be incorporated into the PROJECT.

      8.2   KVAERNER PROCESS shall provide, and shall ensure that each
            CONTRACTOR provides, the following insurance and shall obtain and
            file with OWNER certificates thereof:

      8.2.1 Worker's Compensation Insurance in compliance with the Worker's
            Compensation Act of the state or states wherein the KVAERNER WORK is
            to be performed;


                                       12
<PAGE>

      8.2.2 Employer's Liability Insurance with a limit of $1,000,000 for one or
            more claims arising from each accident;

      8.2.3 Comprehensive General Liability Insurance, including Contractual
            Liability Coverage, with a limit of $1,000,000 each occurrence
            combined single limit for bodily injury (including death) and
            property damage;

      8.2.4 Comprehensive Automobile and Truck Liability Insurance with a
            combined single limit of liability of $1,000,000 for each accident
            for bodily injury (including death) and property damage, insuring
            all motor vehicles used by KVAERNER PROCESS in the performance of
            this CONTRACT.

      8.2.5 With respect to KVAERNER PROCESS only, Contractor's Equipment
            Floater Insurance, subject to an aggregate limit of $2,000,000 and a
            deductible of $15,000 each occurrence.

      8.2.6 Umbrella Insurance coverage in the amount of at least $10,000,000
            per occurrence/aggregate, in the case of KVAERNER PROCESS, or at
            least $5,000,000 per occurrence/aggregate, in the case of each
            CONTRACTOR.

      8.3   Each of the above insurance policies carried by KVAERNER PROCESS and
            each subcontract with a CONTRACTOR shall provide for thirty (30)
            days advance written notice in the event of cancellation or a
            material change in the terms thereof, which shall be provided to
            OWNER.

      8.4   KVAERNER PROCESS shall name, and shall ensure that each CONTRACTOR
            names, OWNER as additional insured under the coverages expressly
            required under ARTICLES 8.2.3. 8.2.4, 8.2.5 and 8.2.6 above.

      8.5   Notwithstanding anything provided elsewhere in this CONTRACT to the
            contrary, KVAERNER PROCESS' maximum aggregate liability (including
            that for negligence) for and arising out of or in connection with
            any property loss, damage or bodily injury giving rise to KVAERNER
            PROCESS' liability, under all provisions of this CONTRACT (including
            but not limited to ARTICLES 7.1 and 7.3) in anyway arising in
            connection with KVAERNER WORK shall not exceed the recovered
            proceeds of the insurance expressly specified in this ARTICLE 8 to
            be provided by KVAERNER PROCESS. The provisions of this ARTICLE 8.5
            shall only apply to property loss, damage or bodily injury, and
            shall not apply to the remedies and limitations contained in
            ARTICLES 6 and 9 herein.

ARTICLE 9. LIMITATION OF LIABILITY

      9.1   This CONTRACT states the parties exclusive rights and remedies, and
            OWNER and KVAERNER PROCESS make no representations, guarantees or
            warranties of any kind, either express or implied, including, but
            not limited to, implied warranties of merchantability, and fitness
            for purpose, except as expressly stated herein. Notwithstanding
            anything stated to the contrary herein, KVAERNER PROCESS shall not
            be liable under any circumstances for any indirect, incidental, or
            consequential damages, including, but not limited to, business
            interruption, downtime, loss of use, loss of profit, loss of
            product, loss of use of capital, or interest on capital. KVAERNER
            PROCESS shall have no liability for damages resulting from delays to
            the MECHANICAL COMPLETION DATE or commissioning and validation
            services. KVAERNER PROCESS' maximum aggregate liability under all
            provisions of this CONTRACT and in any way arising in connection
            with KVAERNER WORK, other than liabilities assumed in ARTICLES 7 and
            8, but including the liability assumed by KVAERNER PROCESS in
            ARTICLE 6.5, shall not exceed the amount of ten percent (10%) of the
            KVAERNER CONTRACT PRICE. The provisions of this ARTICLE 9.1 shall
            apply irrespective of the basis of the claim, whether in equity or
            at law, in contract or in tort (including negligence), strict
            liability or otherwise.


                                       13
<PAGE>

      9.2   KVAERNER PROCESS hereby releases OWNER from all liability for any
            indirect, incidental, or consequential damages, including, but not
            limited to, business interruption, down time, loss of use, loss of
            profit, loss of product, loss of use of capital, or interest of
            capital.

            KVAERNER PROCESS shall also release OWNER from any damages resulting
            from delays to the MECHANICAL COMPLETION DATE or commissioning and
            validation services. The provisions of this ARTICLE 9.2 shall apply
            irrespective of the basis of the claim, whether in equity or at law,
            in contract or in tort (including negligence) strict liability or
            otherwise. However, nothing stated herein shall prevent or diminish
            KVAERNER PROCESS' right to payment for all amounts due KVAERNER
            PROCESS under this CONTRACT or KVAERNER PROCESS' right to request a
            CHANGE ORDER in accordance with ARTICLE 4 herein.

      9.3   The provisions of this ARTICLE 9 shall survive the performance or
            earlier termination of this CONTRACT.

ARTICLE 10. PATENTS: PROPRIETARY INFORMATION

      10.1  KVAERNER PROCESS shall use reasonable efforts to avoid including in
            the PROJECT designs, processes, equipment and materials infringing
            patents or other industrial property rights of third parties.
            KVAERNER PROCESS' liability for infringement or any claim therefor
            shall be limited to providing technical assistance to OWNER in
            defending or otherwise dealing with the matter.

      10.2  KVAERNER PROCESS shall use the same reasonable precautions that
            KVAERNER PROCESS uses for its own confidential information to
            maintain in confidence, avoid unauthorized disclosure to any third
            party, and not use except in the performance of this CONTRACT, any
            and all confidential and proprietary information disclosed to
            KVAERNER PROCESS by OWNER during or with respect to the performance
            of this CONTRACT (including prior to the execution hereof);
            provided, however, that KVAERNER PROCESS is not required to keep
            such information confidential and avoid such unauthorized use or
            disclosure to the extent that it can be established by KVAERNER
            PROCESS by competent proof that such information: (i) was already
            known to KVAERNER PROCESS, other than under an obligation of
            confidentiality, at the time of disclosure by OWNER; (ii) was
            generally available to the public or otherwise part of the public
            domain at the time of its disclosure to KVAERNER PROCESS; (iii)
            became generally available to the public or was otherwise part of
            the public domain after its disclosure and other than through any
            act or omission of KVAERNER PROCESS in breach of this Agreement; or
            (iv) was disclosed to the KVAERNER PROCESS, other than under an
            obligation of confidentiality, by a third party who had no
            obligation to OWNER not to disclose such information to others.
            These obligations shall survive the performance or earlier
            termination of this CONTRACT for a period of ten (10) years after
            the Effective Date of this CONTRACT.

      10.3  For the same time period and subject to the same exceptions
            mentioned in ARTICLE 10.2, OWNER shall use the same reasonable
            precautions that OWNER uses for its own confidential information to
            avoid unauthorized disclosure to any third party and shall not use
            except in the performance of this CONTRACT and operation and
            maintenance of the PROJECT, any and all confidential and proprietary
            information disclosed to OWNER by KVAERNER PROCESS during or with
            respect to the performance of this CONTRACT (including prior to the
            execution hereof).


                                       14
<PAGE>

      10.4  Any and all designs, descriptions, drawings, plans, specifications,
            flow sheets, instructions, operating data and other documents that
            are specifically developed for the PROJECT as part of KVAERNER WORK
            and which are supplied to the OWNER ("DOCUMENTS"), whether directly
            or indirectly by KVAERNER PROCESS, shall be the property of the
            OWNER whether the PROJECT is completed or not and shall be delivered
            to the OWNER at the earlier of (a) final completion of the KVAERNER
            WORK or (b) the termination date of this CONTRACT for any reason
            prior to final completion of the KVAERNER WORK on the PROJECT unless
            KVAERNER PROCESS has terminated this CONTRACT in accordance with
            ARTICLE 11. In the event that this CONTRACT is terminated for any
            reason prior to final completion of the KVAERNER WORK on the PROJECT
            and if under such circumstances the OWNER uses, or engages in
            services of, another party to use such DOCUMENTS to complete the
            Project, OWNER agrees to release, hold harmless and indemnify
            KVAERNER PROCESS from liability and responsibility for the
            conformance of the uncompleted portions of the PROJECT to such
            DOCUMENTS. OWNER shall not sell such DOCUMENTS to an unaffiliated
            company for the design, engineering or construction of any other
            PROJECT or facility, except with the prior written consent of
            KVAERNER PROCESS. However, nothing herein shall restrict the use of
            such DOCUMENTS by the OWNER and its affiliates for their own
            respective business purposes. In the event OWNER uses the DOCUMENTS
            for any purpose other than the construction and maintenance of the
            PROJECT, OWNER shall hold harmless and fully defend and indemnify
            KVAERNER PROCESS from all liability arising out of such use, with
            OWNER accepting all risks in connection with such use.

      10.5  The provisions of this ARTICLE 10 shall survive the performance or
            earlier termination of this CONTRACT.

ARTICLE 11. TERMINATION

      11.1  Either party may terminate this CONTRACT for cause upon ten (10)
            days advance written notice to the other party in the event that:

            11.1.1 The other party materially breaches the obligations or
                   provisions of this CONTRACT and fails to initiate reasonable
                   measures toward remedying such breach within ten (10) days
                   after receipt of notice thereof, which notice must state the
                   notifying party's intent to invoke the provisions of this
                   ARTICLE 11.1; or

            11.1.2 The other party makes a general assignment for the benefit of
                   creditors, or a receiver is appointed on account of its
                   insolvency, or it becomes the subject of any proceeding
                   commenced under the Federal Bankruptcy Act or under any state
                   insolvency statute or law for the relief of debtors, and the
                   assignment is not discharged or the proceeding is not
                   dismissed within sixty (60) days.

      11.2  If OWNER invokes its right to terminate this CONTRACT pursuant to
            ARTICLE 11.1.1 or 11.1.2 the OWNER may, after ten (10) days written
            notice, during which period KVAERNER PROCESS either fails to perform
            its obligations under this CONTRACT or fails to commence and
            continue reasonable remedial measures, undertake to perform KVAERNER
            PROCESS' obligations under this CONTRACT utilizing any reasonable
            means. In such event, KVAERNER PROCESS shall be liable to OWNER for
            all reasonable costs paid to a third party contractor to perform the
            remaining elements of the KVAERNER WORK to the extent that such
            costs exceed the amounts which would have been otherwise due
            KVAERNER PROCESS in accordance with ARTICLE 2 to perform the
            remaining elements of the KVAERNER WORK and all outstanding Change
            Order Requests that KVAERNER PROCESS may be entitled to. The
            foregoing shall be in addition to, and not in lieu of, other rights
            and remedies available to the OWNER hereunder, at law and/or in
            equity. KVAERNER PROCESS shall cooperate in turning over the needed
            completed documents and information required by OWNER's replacement
            contractor who will perform the remaining


                                       15
<PAGE>

            KVAERNER WORK, provided OWNER is not in default of any of its
            payment obligations to KVAERNER PROCESS up to the date upon which
            KVAERNER PROCESS is notified of the breach.

      11.3  If KVAERNER PROCESS invokes its right to terminate this CONTRACT
            pursuant to ARTICLE 11.1.1 or 11.1.2, OWNER shall be liable to
            KVAERNER PROCESS for the entire FIXED FEE, any portion of the EARNED
            FEE earned by KVAERNER PROCESS prior to such termination, and all
            REIMBURSABLE COSTS in connection with KVAERNER WORK performed, plus
            the reasonable costs incurred by KVAERNER PROCESS in closing out the
            KVAERNER WORK, including the costs of commitments which cannot be
            cancelled.

      11.4  OWNER shall have the right to terminate this CONTRACT for its
            convenience upon thirty (30) day's advance written notice to
            KVAERNER PROCESS. In the event of such termination, KVAERNER PROCESS
            shall be paid, within thirty (30) days of written demand, the
            amounts specified in Section 11.3 above.

ARTICLE 12 - DISPUTE RESOLUTION

      12.1  INITIAL DISPUTE RESOLUTION. If a dispute arises out of or relates to
            this CONTRACT or its breach, the parties shall endeavor to settle
            the dispute first through direct discussions. If the dispute cannot
            be settled through direct discussions, with the consent of both
            parties, the parties shall endeavor to settle the dispute by
            mediation under the Construction Industry Mediation Rules of the
            American Arbitration Association ("AAA"). The parties agree to
            conclude such mediation within sixty (60) days of the filing of a
            request for mediation with the AAA.

      12.2  LITIGATION; JURISDICTION; WAIVER OF TRIAL BY JURY. If the parties do
            not elect to mediate a dispute arising hereunder then either party
            may seek recourse before the Superior Court of the State of New
            Jersey, County of Hunterdon, to which exclusive jurisdiction the
            parties hereto hereby agree to submit. BOTH PARTIES HERETO HEREBY
            KNOWINGLY INTENTIONALLY AND EXPRESSLY AGREE TO WAIVE THE RIGHT TO A
            TRIAL BY JURY OF ANY DISPUTES ARISING HEREUNDER.

      12.3  MULTIPARTY PROCEEDING. The parties agree that all parties necessary
            to resolve a claim shall be the parties to the same proceeding.
            KVAERNER PROCESS shall include appropriate provisions in all other
            contracts, including, but not limited to all agreements with
            CONTRACTORS relating to the PROJECT to provide for the consolidation
            of disputes.

ARTICLE 13. MISCELLANEOUS

      13.1  Any notice provided for herein shall be in writing and shall be
            deemed to have been properly given by either party to the other if
            such notice shall have been delivered by hand, five (5) days after
            being mailed by certified mail, postage prepaid, return receipt
            requested, or one (1) business day after being sent by nationally
            recognized overnight courier, shipping prepaid addressed to OWNER as
            follows:

                   ImClone Systems Incorporated
                   180 Varick Street, Sixth Floor
                   New York, NY 10014
                   Attention: John B. Landes, Esq.

            or addressed to KVAERNER PROCESS as follows:

                   Kvaerner Process
                   a division of Kvaerner US Inc.


                                       16
<PAGE>

                   440 Route 22 East
                   Bridgewater, NJ 08807-0884
                   Attention: John Petchonka, Managing Director

            The parties shall have the right to change such addresses or
            addressees from time to time by notice in writing directed to the
            other party.

      13.2  A reasonable delay in performance of this contract shall be excused
            if such delay results from fire, explosions, labor disputes,
            strikes, casualties or accidents, lack or failure of transportation
            facilities, floods, earthquakes or weather conditions beyond that
            anticipated in KVAERNER PROCESS' PROJECT SCHEDULE or other acts of
            God, or is caused by reason of wars, resolution, civil commotion,
            blockade or embargo or is caused by reason of any change of law,
            proclamation, regulations, ordinance, authority or representative or
            any government or is caused by any other reason beyond the
            reasonable control of KVAERNER PROCESS or the OWNER, but such events
            shall not excuse a failure to perform.

      13.3  The failure of either party to insist upon the other party's
            compliance with its obligations under this CONTRACT in any one or
            more instances shall not operate to relieve such other party from
            its duty to comply with such obligations or any other obligations in
            all other instances.

      13.4  Neither party shall assign its interest in this CONTRACT without the
            prior written consent of the other party hereto, except that either
            may assign its interest without such consent to its successor by
            merger or consolidation or to a person, firm or corporation
            acquiring all or substantially all its business and assets or
            acquiring a controlling ownership interest in such party.
            Notwithstanding the foregoing, the OWNER may collaterally assign
            this CONTRACT to the PROJECT lender, if any. KVAERNER PROCESS shall
            timely execute and deliver such commercially reasonable
            certifications with respect to the KVAERNER WORK and/or the PROJECT
            WORK as the PROJECT lender, if any, shall require from time to time.
            Commercially reasonable certifications shall be those certifications
            which institutional lenders customarily require of project
            architects or engineers, and which project architects or engineers
            customarily give, in connection with the construction and/or
            mortgage financing of commercial real estate projects in the New
            York/New Jersey metropolitan area. No assignment of this CONTRACT
            shall be valid until and unless this CONTRACT shall have been
            assumed by the assignee. Notwithstanding the foregoing, KVAERNER
            PROCESS may sublet or subcontract parts of the KVAERNER WORK to be
            performed under this CONTRACT only with prior written consent of
            OWNER, provided, however, that in such event KVAERNER PROCESS shall
            not be relieved or released from any of its obligations and
            responsibilities to OWNER except as provided in this CONTRACT.
            Notwithstanding the above, KVAERNER PROCESS shall be allowed,
            without the advance authorization of OWNER to supplement its staff
            with personnel supplied by a third party agency ("AGENCY PERSONNEL")
            during the course of the PROJECT. KVAERNER PROCESS shall inform
            OWNER of the number and job classifications of AGENCY PERSONNEL
            being used, upon OWNER'S request.

      13.5  All questions relating to the validity, interpretation, performance
            or enforcement of this CONTRACT shall be determined in accordance
            with the laws of the State of New Jersey, excluding its conflict of
            law principles.

      13.6  To the extent that there is any conflict between the ARTICLES of
            this CONTRACT and any EXHIBITS hereto, the ARTICLES shall have
            precedence and shall govern.

      13.7  This CONTRACT, together with EXHIBITS A through H, constitutes the
            entire agreement between the parties pertaining to the subject
            matter hereof and may not be modified orally or otherwise than by
            written instrument executed on behalf of each party by its duly
            authorized representative.


                                       17
<PAGE>

      13.8  The parties hereto expressly agree that this CONTRACT was jointly
            drafted, and that they each had an opportunity to negotiate its
            terms and to obtain the assistance of counsel in reviewing its terms
            prior to execution. Therefore, in interpreting this CONTRACT neither
            party shall be deemed the drafter.

IN WITNESS WHEREOF, the parties hereto have caused their corporate names to be
hereunto subscribed by their officers thereunto duly authorized as of the
EFFECTIVE DATE.

KVAERNER PROCESS                        IMCLONE SYSTEMS INCORPORATED
a division of Kvaerner US Inc.


By:   /s/ John Petchonka                By:  /s/ John B. Landes
     --------------------------------        ----------------------------------

Title: Managing Director                Title: Senior Vice President, Legal_


                                       18
<PAGE>


                                                                   Exhibit A



<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
COMMERCIAL FACILITY                                      DATE: NOVEMBER 26, 2001
IMCLONE SYSTEMS INCORPORATED                                   REV.:           E
BRANCHBURG, NJ                                                 PAGE:     1 OF 29

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

                                  SCOPE OF WORK

1.0   INTRODUCTION

      1.1   PROJECT DESCRIPTION

            KVAERNER PROJECT NO.:     N00129.00-20-30-40
            CONTRACT TYPE:            Reimbursable Cost
            SCOPE OF WORK:            Engineering, Purchasing, Construction,
                                      Commissioning Assistance and Validation
            LOCATION:                 Branchburg, New Jersey

            DESCRIPTION:

            The new Commercial Facility is approximately 248,000 ft(2), within
            three levels above grade and a sub-grade basement. The facility and
            its site shall be engineered and designed to accommodate the "two
            (2)" processing modules, with shell space available for a future
            processing module.

            Each of the two (2) processing module trains consists of
            self-contained fermentation and purification modules, designed
            around the capacity embodied in six (6) 11K liter bioreactors plus
            all support and amenity functional areas.

            In each of the two (2) processing module trains, the fermentation
            module resides on the main floor and is comprised of a single
            inoculum prep laboratory with a small media prep staging area,
            scale-up bioreactors, six (6) 11K liter bioreactors and harvest
            area.

            In each of the two (2) processing module train, the purification
            module resides on the main floor and is consists of two separate
            purification areas (to differentiate between potential virus and
            virus-free processing steps), plus bulk product staging and fill
            areas.

            The fermentation module for each processing train is supported by
            media prep and media storage areas, which are located above on the
            upper floor. Similarly, the purification module for each processing
            train is supported by buffer prep and buffer storage areas, which
            are also on the upper floor.

            The fermentation and media prep module for each train is served by a
            central upstream decontamination and wash area, which is located on
            the main floor. Likewise, the purification and buffer prep module
            for each train is also served by a central downstream
            decontamination and wash area, which is also located on the main
            floor.

            Amenities, laboratories and administrative functions are located on
            both the main, mezzanine and upper floors along the Northern and
            Western perimeter of the Facility and form a transition to the
            production GMP areas. A Boiler/Utility Room is located in the
            sub-grade basement. Additionally, a GMP Central Weigh Area,
            Materials Receiving & Shipping Areas and multiple storage areas are
            also located in the sub-grade basement adjacent and separate from
            the Boiler/Utility Room in support of the GMP production and
            non-production areas above. The areas outside the GMP production
            areas on the upper floor, are dedicated to the Facility's mechanical
            systems.
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<TABLE>
<CAPTION>
      1.2   PROJECT ORGANIZATION

            ImClone Project Team:

<S>                                                  <C>
            Corporate Sponsor:                       Dr. Harlan Waksal
            VP Marketing & Sales:                    Ron Martell
            SVP Manufacturing Operations &
              Product Development:                   Joseph Tarnowski
            VP Financial Operations:                 Paul Goldstein
            VP Manufacturing:                        Rick Crowley
            VP of Facilities:                        Gary Paulter
            Project Manager                          Bankim Patel
            Project Engineer                         Brendan Mooney
            Process Manager:                         Joe D'Amore
            Project Engineer Facilities              Wayne McFarland
            Project Engineer                         Rich Appezzato
            Quality Assurance Manager:               Carole Beer
            Validation Manager:                      Loretta Harrison
            Project Controls Manager                 Ron Greig

            Kvaerner Project Team Leads:

            Corporate Sponsor:                       Ron Friedman
            Project Director                         Joe Cozza
            Project Engineer Manager.
               (Engineering Design):                 Arthur D. Coles
            Project Engineer (Process Equip.)        Alex Ferdman
            Project Engineer (Utilities Equip.):     Haren Master
            Lead Process Manager:                    Al Patterson
            Process Managers:                        Peter Terras & Rick Caruso
            Project Controls Manager:                Joseph Timlin
            Process Controls/Instr./Automation:      Jack Sripathy
            Process Architect                        Ted Jablonski
            Design Architect:                        Sungman Paik/Gary Jeng
            Civil/Structural:                        Jun Bausa
            Electrical:                              Don Fenyus
            HVAC/Utilities:                          Jim Mulligan
            Piping:                                  Mike Banach
            Plumbing:                                Steve Silverstein
            Piping Specs/MTO/Supports                Tony Colaizzi
            Fire Protection:                         Arkady Okun
            CIE Administrator/Coordinator:           Ian Piggott
            Purchasing Lead:                         Tom Petrusko
            Project Subcontracts Manager             Ed Carlson
            Validation Lead:                         Dave Beroll
            Resident Construction Manager:           Mark Witlam
            Project Secretary:                       Kimberly Ridgway
</TABLE>
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2.0   PROJECT EXECUTION PLAN

      2.1   PRELIMINARY ENGINEERING DESIGN AND ESTIMATE

            The Preliminary Engineering Design and Control Estimate will be
            performed in the Kvaerner offices in Bridgewater, NJ. The team
            members will operate on a full-time and part-time basis as dictated
            by work load and schedule requirements. Specialist engineers will be
            called upon from the Kvaerner organization to serve the needs of the
            project as they develop. Third Party consulting services may be
            obtained to augment the design team, as appropriate.

            The objective of the Preliminary Engineering Design Phase is to
            define the Project Scope and Procedures, and to further define the
            Project in an engineering sense by developing a basis of design for
            each discipline, preparing P&ID's of sufficient quality to convey
            the process and utility requirements for detailed engineering design
            initiation, the preparation of long lead equipment specifications
            and requisitions and the confirmation of room and area space
            allocation and arrangement to support both personnel and equipment
            requirements.

            Documentation and drawings necessary for obtaining the Air and
            Wastewater Permits, as well as necessary for submittal to the
            Township Planning Board, will be developed simultaneously during
            Preliminary Engineering.

            During the Preliminary Design Phase, the Estimating Dept. will
            develop a Control Cost Estimate (+/-10% accuracy) utilizing the
            engineering drawings, specifications and sketches developed by the
            design disciplines.

      2.2   DETAIL ENGINEERING/DESIGN

            Detail Engineering/Design will be performed in the Kvaerner offices
            in Bridgewater, NJ and will utilize various computer, and CAD design
            modeling and drafting systems (PDMS, Triforma). Led by the Project
            Engineering Manager, the team members will operate on a full-time
            and part-time basis as dictated by work load and schedule
            requirements. Specialist engineers may be called upon from the
            Kvaerner organization to service the needs of the project as it
            develops. The core team members and their staff will be located
            together in a designated task force area.

            The objective of the Detail Engineering Design Phase is to perform
            the detailed engineering and design of the facility and all of its
            systems in sufficient detail to facilitate and support the
            construction and validation of the Facility, as identified in the
            specific engineering design deliverables produced by Kvaerner
            Engineering.
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            Hard copies of all specifications, and related engineering,
            procurement and validation documentation will be issued to ImClone
            throughout the course of the Project for ImClone to review and
            approve.

            At the completion of Detail Engineering Design, Kvaerner will issue
            to ImClone Systems an electronic 3D Cad Model and supporting
            databases. Electronic copies of all drawing files, including
            associated x refs, will be issued to ImClone in AutoCAD on disk
            (CD).

            Hard-copy, formal Job Books will also be prepared, assembled and
            issued to ImClone by Kvaerner at the completion of the entire
            Project. The Job Books are to contain the current revision of all
            specifications, equipment documentation, submittals, test results,
            RFIs and As-Built drawings (scope definition pending) and be
            organized by individual discipline and subcontract.

      2.3   PROCUREMENT AND SUBCONTRACTS

            Led by the Kvaerner Project Manager, procurement activities will be
            fully integrated into the overall project. Kvaerner will prepare
            equipment , instrument, electrical, etc requisitions for purchase
            utilizing ImClone Purchase Orders. ImClone will purchase all such
            items, with Kvaerner acting as their Agent. A similar approach will
            apply to subcontracted services. All procurement documentation will
            be issued as hard copy and included in the final turnover documents
            issued to ImClone by Kvaerner at the completion of the entire
            Project.

      2.4   CONSTRUCTION MANAGEMENT

            Under the direction of the Kvaerner Project Manager, the facility
            will be constructed by appropriate Subcontractors hired by ImClone
            and managed by Kvaerner Construction Management (CM) personnel. A
            representative of the Kvaerner Construction Group will be integrated
            into the Project Staff during Preliminary Engineering Design to
            review the design development for constructability.

            In addition, the Kvaerner Resident Construction Manager and the
            discipline-specific Construction Supervisors from the Launch
            Facility Project will also be integrated into the Project Staff
            during the Detail Engineering Design Phase to further review and
            confirm the Facility's constructability and incorporate
            "lessons-learned" criteria resulting from the construction of the
            Launch Facility Project.

            The Resident Construction Manager and the discipline-specific
            Construction Supervisors, will transition to the Site as required to
            support the Subcontract Plan. The CM staff will closely coordinate
            with ImClone and will copy all correspondence to ImClone.

            Procurement and construction will be performed simultaneously during
            Detail Engineering Design to facilitate and expedite the "Mechanical
            Completion" of the Project as required by the approved schedule.
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            The "Mechanical Completion" of the project is defined in Exhibit F
            to the CONTRACT.

            Turnover Systems will be defined by Kvaerner and approved by ImClone
            during Preliminary Engineering for all validated and non-validated
            mechanical systems; building systems and spaces; and
            site/infrastructure areas. Kvaerner will prepare a "Turnover System"
            book for each system, sub-system or room, which defines the limits
            of such and documents the completion, testing, etc. of the system.
            Upon each system's mechanical completion, Kvaerner will present to
            ImClone it's "Turnover System" book for audit and signature,
            indicating ImClone's acceptance of the system for care, control and
            custody. Each system's turnover to ImClone initiates the ImClone
            subcontractor's and Kvaerner's Warranty Period for each accepted
            system.

            ImClone's acceptance of the last, planned Turnover System achieves
            the targeted project "Mechanical Completion" and is the basis for
            the evaluation of the Earned Fee.
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            Execution of qualification protocols (IQ/OQ by Kvaerner) may proceed
            in parallel with the activities above (see following section).

            All Subcontractor submittals and RFIs (requests for information) are
            to be received, recorded, maintained and resolved by the Kvaerner
            Resident Construction Manager, Construction Engineer and the
            discipline-specific Construction Supervisors separately. All
            Submittal Log Books and RFI Log Books are to be retained for
            turnover to ImClone within three (3) weeks after "Mechanical
            Completion".

            Marked-up "as-built" drawings (scope definition pending) will be
            prepared by the selected Subcontractors, as coordinated by the
            Kvaerner Resident Construction Manager and the discipline-specific
            Construction Supervisors. After their CAD update by the Home Office,
            the original mark-ups will be turned over to ImClone for record.

      2.5   FIELD SUPPORT

            Kvaerner will provide engineering, procurement and vendor
            documentation support of the field activities being executed
            through-out the project lifecycle. Led by the Project Engineering
            Manager, this multi-discipline team will assist the construction,
            commissioning and validation personnel in problem solving or
            documentation needs, as appropriate. The Project Engineering Manager
            and some others will be located at the Project site while the
            majority of the team will be located primarily in Kvaerner's
            Bridgewater office.

            The team will respond to Request For Information (RFI),
            subcontractor submittals, commissioning problems, validation
            documentation/issues and the providing of 2D and 3D CAD updates per
            the subcontractor provided "As-Built" mark-ups. Target turnaround of
            RFI's is three (3) working days.

            This team will also assist in the Kvaerner walk down of completed
            systems, as required.

            The composition of this team will be "dynamic" over time; that is,
            the team will be consistent with the needs of the field activities
            active at the site at the time.

      2.6   COMMISSIONING ASSISTANCE

            ImClone will lead, manage and execute the commissioning of systems
            within the facility. Working as a part of the greater team, Kvaerner
            will support this effort.

            Commissioning is defined as initial operation of the "mechanically
            completed" system, sub-system or equipment component. This is the
            period when the completed system is fully integrated with its
            utilities and auxiliary equipment; is energized and operated for the
            first time, "debugged", and is initially balanced/fine tuned.
            ImClone intends to utilize the draft IQ as a checklist for qualified
            systems and function specs for non-qualified systems.
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            As also indicated previously, commissioning of a system is an
            essential element in the overall completion of the facility, its
            validation and turnover to ImClone. Qualification activities can
            proceed in parallel to commissioning.

            Kvaerner will be responsible for ensuring a seamless flow of
            activities from engineering design, procurement of equipment and
            subcontractors, construction, mechanical completion, commissioning,
            and validation.

            A Commissioning Master Plan will be written and submitted to ImClone
            for approval which outlines the roles and responsibilities for the
            joint Kvaerner/Subcontractor/Vendor/ImClone Commissioning Team. The
            plan is designed to outline all of the requirements/activities to
            properly commission the facility, and documents ultimately required
            to support subsequent validation activities.

      2.7   VALIDATION

            As with engineering, procurement, construction and commissioning,
            validation services will be fully integrated into the overall
            project schedule. Assigned administratively to the task force under
            the direction of the Kvaerner Project Manager, the Validation
            Manager/ Design Lead will be named early in Preliminary Engineering.
            The Validation Lead will oversee the preparation of the draft
            Validation Master Plan and will issue it to ImClone for approval.

            The Design "Lead" will also conduct regular reviews of
            specifications and designs during the Basic Design Phase.

            The Kvaerner Team will prepare and plan the IQ and OQ Protocols and
            will execute IQ and OQ. ImClone will provide the resources for OQ.
            Kvaerner will manage the effort. Upon completion of the protocol
            executions, two final reports by protocol will be written
            summarizing the findings of the IQ and OQ phases. The Launch
            documentation will form the template for the Commercial facility.

            ImClone will prepare the SOP's for the project as well as the PQ
            protocols and PQ executions.

            The Kvaerner Validation Team will participate in the Detail
            Engineering/Design Phase in conjunction with the Project
            Engineer(s), to assist in the Quality Assurance of the project and
            validatability of the facility.
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3.0   DESIGN DISCIPLINES

      3.1   PROCESS

            3.1.1 PRELIMINARY ENGINEERING

                  During the Preliminary Engineering Design Phase the Process
                  Group will further develop and update the Process Flow
                  Diagrams (PFD's), the Equipment List and the Utility Summary
                  included in the Conceptual Estimate dated November 2, 2000.

                  From this basis they will also develop the Process and Utility
                  Piping and Instrumentation Diagrams (P&ID's), the Piping
                  Service Index, the Piping Line List, and the Piping Specialty
                  Item List and issue them as a "Basis of Estimate and Issue for
                  Design". In addition the Equipment List will also be updated
                  and re-issued as a "Basis of Estimate and Issue for Design"
                  and the Equipment and Instrument Process Data Sheets will also
                  be prepared by the Process Group

                  The Process Group will also be responsible for obtaining Air
                  and Wastewater Permits.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.1.2 DETAIL ENGINEERING/DESIGN

                  The Process Group will be responsible for updating the
                  Process/Utility Piping and Instrumentation diagrams (P&ID's),
                  Equipment Data Sheets and List developed during the Basic
                  Design Phase and further develop them to a final Issue for
                  Construction. They will prepare the final Process data sheets
                  necessary for all process and utility equipment,
                  instrumentation, the Piping Line List, and the Piping Service
                  Index. They will also prepare the Piping Specialty Item List
                  and finalize the Material Balance Sheets. Additionally, the
                  Process Group shall review the finalized design of all
                  Hygienic Piping Systems for conformity to design intent and
                  calculations.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.1.3 PROCUREMENT ASSISTANCE

                  The Process Group will incorporate the appropriate vendor
                  details/drawings into the P&ID's as they become available.
                  They will review and comment on all vendor drawings and assist
                  in the Technical Bid Analysis.

                  All activities are to be performed concurrently as much as is
                  practical.
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            3.1.4 CONSTRUCTION SUPPORT

                  The Process Group will be available to answer any technical
                  questions which might arise during construction, provide field
                  support as necessary and perform the CADD drafting of the
                  final As-Built P&ID's per the As-Built Mark-Ups provided by
                  the selected subcontractor(s) and Construction Management.
                  Members of the Process Group will also be integrated into the
                  Commissioning Team.

            3.1.5 DELIVERABLES

                  -     Process Basis of Design

                  -     Material Balance Sheets

                  -     Air Emissions Calculations

                  -     Wastewater Calculations

                  -     Preparation of DEP/EDP Submittal Documentation

                  -     Preparation of SRVSA Submittal Documentation

                  -     Process Flow Diagrams (PFD's)

                  -     Process and Instrument Diagrams (P&ID's)

                  -     Equipment List

                  -     Specialty Item List (Initially, then turnover to Plant
                        Engineering Group)

                  -     Piping Service Index (Initially, then turnover to Plant
                        Engineering Group)

                  -     Process and Utilities Equipment Data Sheets

                  -     Instrument Data Sheets

                  -     Safety Review of the P&ID's

                  -     CADD Drafting of As-Built P&ID's

                  -     Design Review of Finalized Design of Hygienic Piping
                        Systems

      3.2   PROCESS CONTROLS/INSTRUMENTATION

            3.2.1 PRELIMINARY ENGINEERING DESIGN

                  The Process Controls Group will develop the Process Controls
                  Design Basis for the new ImClone facility. They will review
                  the P&ID's to ensure compliance and accordance with the design
                  basis. They will prepare the Instrument Index, prepare
                  specifications and assist in obtaining instrument pricing for
                  the estimate.

                  The Process Controls Group will develop the required in-line
                  and offline specifications to support the project scope and
                  form a basis of the cost estimate.

                  In addition, they will also provide the necessary input of the
                  in-line and off-line instrument data into the electronic 3D
                  Cad Model database and validate that the instruments database
                  is complete, correct and current over the life of the Project.

                  All activities are to be performed concurrently as much as is
                  practical.

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            3.2.2 DETAIL ENGINEERING DESIGN

                  During Detail Engineering Design, Process Controls will tag
                  and number the instrumentation on the P&ID's and finalize the
                  Instrument Index using an Access database. Process Controls
                  shall initialize the production and review the Instrument
                  Location Drawings and ensure number and the correct location
                  of instrument connections and in-line instruments. The Process
                  Control Group will also prepare and issue Instrument
                  Installation details and the design of any required System
                  Control Panels.

                  In addition, they will also provide the necessary input of the
                  in-line and off-line instrument data into the electronic 3D
                  Cad Model database and validate that the instruments database
                  is complete, correct and current over the life of the Project.

                  The Process Controls Group will also model and locate all
                  field-mounted off-line instruments and control panels in the
                  electronic 3D Cad Model.

                  All Instrument MTOs required from the electronic 3D Cad Model
                  will be extracted, tabulated, and managed by the Process
                  Controls Group.

                  A review will be done of the mechanical packages for
                  compliance with the instrumentation and control requirements
                  as described in the functional requirements.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.2.3 PROCUREMENT ASSISTANCE

                  Process Controls will develop instrument specifications for
                  engineering issue, perform technical bid analysis, revise
                  instrument specifications for purchase and review vendor
                  drawings. An instrument bidders list will be reviewed and
                  established. Instrument Subcontract requirements will be
                  developed and the Process Controls Group will participate in
                  the selection process of Subcontractors. Process Controls will
                  develop a software requirement and testing specification to be
                  used by PLC controlled equipment vendors.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.2.4 CONSTRUCTION SUPPORT

                  The Process Controls group will be available to answer any
                  technical questions which might arise during construction.
                  Field support will be provided as necessary. The group will
                  review as-built conditions versus Detail Engineering Design
                  specifications, and will participate in the preparation of the
                  punch list(s). Members of this group will also be assigned to
                  the Commissioning Team.
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            3.2.5 DELIVERABLES

                  Design Phase

                  -     Instrument Index

                  -     Process Controls Design Basis - Requirements
                        Specification

                  -     Instrument Specification / Requisitions

                  -     Instrument Installation Details

                  -     Instrument Location Drawings (initially)

                  -     Prepare Instrument Subcontract Scope of Work

                  -     Control Panel Layout

                  -     Software Requirement and Testing Specification

                  -     Sequence of Operations for Control Panels document

                  Construction Phase:

                  -     Field Resolution of process control related contractor
                        questions

                  -     Check compliance of instrumentation to Kvaerner/ImClone
                        specifications and FDA, cGMP regulations

                  -     Participation in the preparation of Instrumentation
                        Punch List(s)

                  -     AutoCAD Disks of Construction Issued Documents

      3.3   MECHANICAL

            3.3.1 PRELIMINARY ENGINEERING DESIGN

                  The Mechanical Group will be responsible for preparing
                  preliminary specifications for all process and utility
                  equipment. The group will assist purchasing in obtaining
                  vendor quotes. They will be responsible for tabulating all
                  equipment costs for the project cost estimate.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.3.2 DETAIL ENGINEERING DESIGN

                  The Mechanical Group will be responsible for further
                  developing the preliminary equipment specifications for
                  inquiry and for purchase. They will co-ordinate, along with
                  the Project Engineer, all activities between each design
                  discipline with equipment vendors, such as utility
                  requirements. They will co-ordinate and assist Document
                  Control in the inter-squad checks of all vendor submittal
                  drawings.

                  All activities are to be performed concurrently as much as is
                  practical.
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            3.3.3 PROCUREMENT ASSISTANCE

                  The Mechanical Group will assist the procurement effort by
                  obtaining competitive bids for process and utility equipment
                  during the basic and detail engineering phase. They will
                  prepare the Technical Bid Analysis for all equipment, and
                  assist purchasing in answering all vendor questions and
                  issues.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.3.4 CONSTRUCTION SUPPORT

                  The Mechanical Group will co-ordinate any contract/field
                  questions on process and utility equipment, with the
                  appropriate equipment vendors. They will check vendor supplied
                  equipment against specifications, and will participate in the
                  preparation of punch list(s). Members from this Group will
                  also be assigned to the Commissioning Team.

            3.3.5 DELIVERABLES

                  Design Phase

                  -     Mechanical Basis of Design

                  -     Long Lead Equipment Specifications

                  -     Preliminary Equipment Specifications

                  -     Equipment Specifications (Issued for Purchase)

                  Construction Phase:

                  -     Field Resolution of equipment related contractor
                        questions

                  -     AutoCAD Disks of Construction Issued Documents

      3.4   ARCHITECTURAL

            3.4.1 PRELIMINARY ENGINEERING DESIGN

                  The Architectural Group will prepare a basis of design,
                  including all site development studies, drawings and
                  renderings required for planning board submittal. They will
                  issue the building floor plans, elevations, and section
                  drawings, the site plan and details, and the architectural
                  cover sheet drawing, for planning board submittal and
                  approval. Architectural finishes, and door frame hardware will
                  also be initially specified and issued for ImClone's approval
                  and as a "Basis of Estimate". The group will also prepare
                  people, equipment and material flow diagrams. They will
                  co-ordinate the landscape planning and drawings for the
                  inclusion in the Planning Board Submittal Package.

                  All activities are to be performed concurrently as much as is
                  practical.
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            3.4.2 DETAIL ENGINEERING DESIGN

                  The Architectural Group will further develop and finalize the
                  drawings and specifications developed during the Preliminary
                  Engineering Design within the electronic 3D Cad Model. Upon
                  design completion, all architectural systems' designs within
                  the electronic 3D Cad Model will be checked and confirmed.
                  Upon completion of the electronic 3D Cad Model checking phase,
                  they will extract most of the detailed engineering design
                  drawings and documents from the 3D Model sufficient for
                  construction. 2D Cad generated drawings will also be created
                  for specific designs as necessary to support the 3D design
                  deliverables and complete the identification of scope. They
                  will also prepare specifications and a layout for laboratory
                  furniture.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.4.3 PROCUREMENT ASSISTANCE

                  The Architectural Group will prepare the scope of work for the
                  building subcontract package and assist in the bid evaluation.
                  They will prepare specifications for the laboratory furniture,
                  elevators, pass-thrus, and fume and bio hoods for bid inquiry
                  packages and prepare the technical bid analysis.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.4.4 CONSTRUCTION SUPPORT

                  The Architectural Group will be available to field any
                  questions during the Construction Management Phase of the
                  project. The group will review as-built conditions against
                  design drawings and will participate in the preparation of
                  punch list(s).
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            3.4.5 DELIVERABLES

                  Design Phase

                  -     Building Color Rendering

                  -     Project Cover Sheet and Index Drawing

                  -     Building Floor Plan Drawings

                  -     Building Elevations

                  -     Landscaping Plan Drawing

                  -     Sign Detail Drawing

                  -     Site Plan - Design Drawing

                  -     Architectural Basis of Design (BOD)

                  -     Architectural Finishes Schedule

                  -     Doors, Frames, hardware Schedule

                  -     Reflected Ceiling Plan

                  -     Lab Furniture (Specification and Plan Drawings)

                  -     People, Equipment and Material Flow

                  -     Building Wall Sections

                  -     Construction Specifications

                  -     Elevators, Pass Throughs, and Fume and Bio Hoods
                        Specifications

                  Construction Phase:

                  -     Field Resolution of architectural related contractor
                        questions

                  -     Check compliance of the Building to Kvaerner/ImClone
                        specifications and FDA, cGMP regulations

                  -     Participation in the preparation of Punch List(s)

                  -     DISKS (CDS) of Construction Issued Documents

      3.5   CIVIL/STRUCTURAL

            3.5.1 PRELIMINARY ENGINEERING DESIGN

                  The Civil/Structural Group will prepare a Basis of Design. The
                  Basis of Design will include structural and foundation
                  specifications and sketches to be used for the definitive
                  estimate. The structural drawings will include steel framing
                  sketches for roofs and floors. They will also prepare sketches
                  for misc. platform steel framing for production areas and
                  misc. steel framing for pipe racks and pipe supports.

                  Included in the foundation specifications and sketches will be
                  slab on grade plans, elevated floor slab details, and
                  retaining wall plans and details.

                  The group will also prepare for submittal to and approval by
                  the Planning Board, a Site Grading Plan, a Site Horizontal
                  Control Plan, and a Soil Erosion and Sedimentation Control
                  Plan. Site and storm water profiles, and details will also be
                  provided, as part of the Planning Board Submittal Package.
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                  The Soil Erosion Control Plan and calculations will also be
                  submitted to the County. P.E. stamped drawings and site plans
                  will be submitted to the Planning Board.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.5.2 DETAIL ENGINEERING DESIGN

                  The Civil/Structural group will further develop and finalize
                  the preliminary sketches, drawings and specifications,
                  developed during Preliminary Engineering Design within the
                  electronic 3D Cad Model. Upon design completion, all civil
                  (concrete) and structural steel (including platforms) systems'
                  designs within the electronic 3D Cad Model will be checked and
                  confirmed. Upon completion of the electronic 3D Cad Model
                  checking phase, they will extract detailed engineering design
                  drawings and documents from the 3D Model sufficient for
                  construction. 2D Cad generated drawings will also be created
                  for specific designs as necessary to support the 3D design
                  deliverables and complete the identification of scope.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.5.3 PROCUREMENT ASSISTANCE

                  The Civil/Structural Group will check the vendor
                  drawings/documentation submittals for compliance to Kvaerner
                  specifications and comments. They will prepare the Scope of
                  Work for the Civil/Structural Subcontract Package.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.5.4 CONSTRUCTION SUPPORT

                  The Civil/Structural Group will provide field resolution of
                  contractor questions, check compliance of materials of
                  construction to Kvaerner/ImClone specifications, FDA, cGMP and
                  local codes. They will also participate in the preparation of
                  punch list(s).
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[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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            3.5.5 DELIVERABLES

                  Design Phase:

                  -     Steel Framing drawings for roofs and floors

                  -     Steel Bent elevation drawings

                  -     Misc. Platform steel framing plans for production areas

                  -     Misc. Steel framing drawing for pipe racks and pipe
                        supports

                  -     Misc. Steel framing details

                  -     Foundation plans and details

                  -     Retaining wall plans and details

                  -     Slab on grade plans and details

                  -     Elevated floor slabs and details

                  -     Site Grading Plan

                  -     Site Horizontal Control Plan

                  -     Soil Erosion and Sedimentation Control Plan

                  -     Site and Storm water Profiles and Details

                  -     Material and Installation specifications for site work,
                        Steel and Concrete.

                  -     Cut and fill calculations

                  Construction Support:

                  -     Field Resolution of Civil/structural related contractor
                        questions

                  -     Check compliance of structural/site work to
                        Kvaerner/ImClone specifications.

                  -     Participation in the preparation of structural/site work
                        Punch List(s)

                  -     AutoCAD Disks of Construction Issued Documents

      3.6   ELECTRICAL

            3.6.1 PRELIMINARY ENGINEERING DESIGN

                  The Electrical Group will prepare a Basis of Design to include
                  specifications and sketches for lighting, site lighting,
                  power, telephone instrumentation, lightning protection,
                  security, motor control centers, grounding, emergency power
                  and Fire Alarm System. They will prepare material and
                  construction specifications to assist the Estimating Group in
                  development of the definitive cost estimate. Design Basis
                  DB-11 will provide an outline for the overall design practice,
                  details, and pertinent information for project installation.

                  All activities are to be performed concurrently as much as is
                  practical.
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[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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            3.6.2 DETAIL ENGINEERING DESIGN

                  The preliminary power, lighting, grounding, site lighting,
                  instrumentation and one line diagram drawings developed during
                  Preliminary Engineering Design will be further developed and
                  finalized by the Electrical Group within the electronic 3D Cad
                  Model. Upon design completion, all electrical systems' designs
                  within the electronic 3D Cad Model will be checked and
                  confirmed. Upon completion of the electronic 3D Cad Model
                  checking phase, they will extract detailed engineering design
                  drawings and documents from the 3D Model sufficient for
                  construction. 2D Cad generated drawings will also be created
                  for specific designs as necessary to support the 3D design
                  deliverables and complete the identification of scope.

                  Fire alarm system design drawings with riser, new paging
                  system design drawings and riser, and personnel card access
                  security system design drawings with riser, will all be
                  developed as individual packages from vendors.

                  The telephone drawing layout will indicate empty conduits and
                  boxes for the installation of telephone company's cabling and
                  hook up. Roof lightning protection systems layout drawings
                  will be developed. Wiring schematic diagrams will be generated
                  for all necessary non-package equipment, i.e.: pumps, motors,
                  exhaust fans etc. Instrument loop diagram drawings and
                  instrument location drawings will be generated as required.

                  Specifications will be developed for Electrical Testing and
                  Installation. Legend, general notes, and bill of materials
                  list will be incorporated within miscellaneous design
                  drawings.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.6.3 PROCUREMENT ASSISTANCE

                  The Electrical Group will prepare requisitions for Substation,
                  Motor Control Centers, UPS system and Lighting inverter
                  system. They will prepare the Scope of Work for the Electrical
                  Subcontract Package and assist in the bid evaluations.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.6.4 CONSTRUCTION SUPPORT

                  The Electrical Group will provide field resolution of
                  electrical related questions. They will also check compliance
                  work to Kvaerner specifications and assist in the development
                  of Punch List(s).
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[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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            3.6.5 DELIVERABLES

                  Design Phase

                  -     Lighting layout plans for each of 3 floors, roof and
                        exterior area

                  -     General purpose receptacle layout for each of 3 floors,
                        roof and exterior area

                  -     Substation Main One Line diagram

                  -     Motor Control Center One Line diagrams for normal and
                        emergency power requirements including UPS and/or
                        Lighting inverter systems

                  -     Fire alarm signal system layout plans for each of 3
                        floors

                  -     Telephone layout plans for each of 3 floors (to be
                        included with power dwgs.)

                  -     Lightning protection roof layout plan

                  -     Exterior underground power and grounding layout plan

                  -     Building and/or room security layout plans for each of 3
                        floors

                  -     Voice paging system layout plan for each of 3 floors.

                  -     Panel schedules.

                  -     Design Basis DB-11

                  -     Misc. detail and/or legend plans

                  -     Motor control wiring diagrams.

                  -     Testing specifications

                  -     Short circuit co-ordination and load study calculations
                        and evaluation documents

                  -     Electrical room equipment arrangement plan

                  -     Instrumentation location plans for each of 3 floors

                  -     Installation specifications

                  -     Drawing index

                  -     Grounding layout plans for each of 3 floors.

                  -     Emergency generator layout and detail plan

                  -     Requisitions for Primary substation equipment, Motor
                        Control Centers, Uninterrupted Power Supply (UPS),
                        emergency lighting inverter system, and emergency
                        generator set

                  -     Site Lighting Plan and Details

                  Construction Support:

                  -     Field Resolution of electrical related contractor
                        questions

                  -     Check compliance of electrical work to Kvaerner/ImClone
                        specifications and FDA, cGMP regulations

                  -     Participation in the preparation of electrical work
                        Punch List(s)

                  -     AutoCAD Disks of Construction Issued Documents
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[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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      3.7   HVAC/FIRE PROTECTION

            3.7.1 PRELIMINARY ENGINEERING DESIGN

                  During the Preliminary Engineering Design Phase, the HVAC
                  Group will prepare the following documents:

                  HVAC Design Basis #7
                  HVAC system zoning and room pressurization plans
                  HVAC air flow diagrams and sketches
                  HVAC equipment and utility list
                  HVAC preliminary duct routing plans.

                  These documents will be issued for ImClone Review and Approval
                  and as a "Basis of Estimate". The group will also prepare HVAC
                  control and material take-off costing estimates.

                  The Fire Protection Group will assist the Plant Design Group
                  to develop an underground fire water supply piping arrangement
                  and fire hydrant arrangement for submittal to the Planning
                  Board. They will prepare a fire protection Design Basis and
                  obtain pricing from subcontractors for the estimate.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.7.2 DETAIL ENGINEERING DESIGN

                  The HVAC and Fire Protection Groups will base their Detail
                  Engineering Design on the Basis of Design, developed during
                  the conceptual and preliminary engineering phase.

                  HVAC is responsible for all environmental air handling systems
                  engineering and design layouts. They are also responsible for
                  the engineering of the Plant Steam and Plant/Process Chilled
                  Glycol Systems. They will establish the arrangement of all
                  HVAC air handling equipment within the electronic 3D Cad Model
                  and co-ordinate the requirements of any Process and Electrical
                  equipment that is to be located within Mechanical Rooms with
                  their equipment. HVAC will finalize all HVAC duct system
                  designs within the electronic 3D Cad Model, then finalize and
                  check all of the systems' designs within the electronic 3D Cad
                  Model. Upon completion of the electronic 3D Cad Model checking
                  phase, they will extract detailed engineering design drawings
                  and documents from the 3D Model sufficient for construction.
                  2D Cad generated drawings will also be created for specific
                  designs as necessary to support the 3D design deliverables and
                  complete the identification of scope.
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[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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                  HVAC will also generate HVAC-Utility Flow Diagrams for the
                  Plant Steam and Plant/Process Chilled Glycol Systems. The
                  utility flow diagrams will be drafted by the Process
                  Department and will be part of the P&ID set.

                  The Fire Protection Group will develop a detailed performance
                  specification, covering all fire protection requirements
                  within the building, in co-ordination with ImClone and
                  ImClone's insurer. The Fire Protection Group will work with
                  the Plant Design Group to depict the main headers in the 3D
                  Model and the Plant Design and Civil/Sitework Groups on
                  requirements for Fire Protection piping and systems outside of
                  the building structure. The Fire Protection Group will
                  co-ordinate their spatial requirements within the building
                  with the other design groups. The Group will oversee the
                  design of the Fire Protection system by others.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.7.3 PROCUREMENT ASSISTANCE

                  The HVAC Group will prepare the scope of work required for the
                  HVAC and Fire Protection subcontract inquiry package and
                  assist in the technical bid review and analysis. They will
                  review and comment on all HVAC subcontractor duct and
                  equipment submittals.

                  The HVAC Group will also assist the procurement effort by
                  obtaining competitive bids for the utility equipment, which is
                  being directly purchased by Kvaerner.

                  The Fire Protection Group will assist in the selection of a
                  design-build subcontractor.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.7.4 CONSTRUCTION SUPPORT

                  The HVAC/Fire Protection Group will provide field resolution
                  and technical assistance for HVAC/Fire Protection related
                  questions. They will also check compliance of HVAC/Fire
                  Protection equipment and installation to Kvaerner
                  specifications. Each will participate in the development of
                  punch list(s).
<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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            3.7.5 DELIVERABLES:

                  Design Phase:

                  -     Air Flow Diagrams

                  -     System Boundary Zoning Diagrams

                  -     Classification/Pressurization Diagrams

                  -     Control Diagrams

                  -     Air Handling Equipment Arrangement

                  -     Ductwork Plans and Sections

                  -     Equipment Schedules

                  -     HVAC Details

                  -     Sprinkler, FM-200 Performance Specification

                  -     Equipment Specs.

                  -     Ductwork Specs.

                  -     HVAC Insulation Specs.

                  -     Control System Spec.

                  -     Sprinkler and FM-200 subcontract

                  -     HVAC Subcontract

                  -     Engineering Equipment Requisitions

                  -     Technical Bid Tabulations

                  -     Vendor Drawing/Documentation comments

                  Construction Support:

                  -     Participation in the development of the Test and Balance
                        Plan

                  -     Field Resolution of HVAC/Fire Protection related
                        questions

                  -     Check compliance of HVAC/Fire Protection equipment and
                        installation to Kvaerner specifications

                  -     Participation in preparation of HVAC/Fire Protection
                        related items punch list(s)

                  -     Provide technical assistance during precommissioning of
                        equipment

                  -     AutoCAD Disks of Construction Issued Documents

      3.8   PLANT DESIGN

            3.8.1 PRELIMINARY ENGINEERING DESIGN

                  The Plant Design Group will develop, establish and prepare
                  process and utility equipment arrangement and location plans.
                  An Underground Plumbing Routing Plan including utility hook
                  ups (water, sewer, etc.) will also be prepared for submittal
                  to the Planning Board. Preliminary Piping Design Routing
                  drawings for the Process and Utility Piping and Aboveground
                  Plumbing Systems will also be developed and prepared as a
                  Basis for the Estimate. In addition, Design Basis #10 will
                  also be produced.

                  All activities are to be performed concurrently as much as is
                  practical.
<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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            3.8.2 DETAIL ENGINEERING DESIGN

                  The Plant Design Group will work with the Process, HVAC and
                  Architectural Groups to finalize the P&ID's and to establish
                  final equipment locations/orientation and confirm floor space
                  requirements for the facility utilizing an electronic 3D CAD
                  Model.

                  They will further develop and complete the detailed design of
                  all process, utility and building plumbing services and then
                  finalize and check all of the systems' designs within the
                  electronic 3D CAD Model, utilizing the piping materials
                  specification database developed and maintained by the Plant
                  Engineering Group.

                  This includes the design routing of the piping header systems
                  for the plant steam and plant/process chilled glycol systems,
                  the individual branch pipelines from the header valves or
                  branch connection to each individual HVAC unit, and the design
                  routing of the Heating Hot Water Piping System which serves
                  the HVAC reheat coils.

                  The Plant Design Group will also locate and install all piping
                  specialties into the appropriate pipelines and on the
                  appropriate vessels (or other equipment as necessary) in the
                  electronic 3D CAD Model, utilizing the piping specialties
                  database developed and maintained by the Plant Engineering
                  Group.

                  The Plant Design Group will also locate and install all
                  in-line instruments into the appropriate pipelines and on the
                  appropriate vessels (or other equipment as necessary) in the
                  electronic 3D CAD Model, utilizing the in-line instrument
                  database developed and maintained by the Process Controls
                  Group.

                  Upon completion of the electronic 3D CAD Model checking phase,
                  they will extract detailed engineering design drawings and
                  documents from the 3D Model sufficient for construction. 2D
                  CAD generated drawings will also be created for specific
                  designs as necessary to support the 3D design deliverables and
                  complete the identification of scope.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.8.3 PROCUREMENT ASSISTANCE

                  The Plant Design Group will review the vendor
                  drawings/documentation submittals for compliance to Kvaerner
                  and project requirements and comment. They will develop and
                  prepare the scope of work for the Mechanical (Piping,
                  Plumbing, Equipment) Installation subcontract packages, in
                  conjunction with the Plant Engineering Group.

                  All activities are to be performed concurrently as much as is
                  practical.
<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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            3.8.4 CONSTRUCTION SUPPORT

                  The Plant Design Group will provide field resolution of
                  equipment, piping and plumbing related contractor questions.
                  They will also check compliance of piping to Kvaerner/ImClone
                  specifications, FDA, cGMP regulations. The group will also
                  assist in the preparation of piping/plumbing punch list(s).
                  Members of the Group will also be assigned to the
                  Commissioning Team.

            3.8.5 DELIVERABLES

                  Plant Design, Piping Design, Plumbing Design

                  -     Equipment Arrangements

                  -     Multi-discipline Interstitial Space Lane Systems
                        Co-ordination drawing

                  -     Process and Utility Piping Design Installation
                        Isometrics - Above Ceiling

                  -     Process and Utility Piping Design Installation
                        Isometrics - Below Ceilings

                  -     Utility Services Piperacks Plan drawings

                  -     Process Piping Details

                  -     Utility Piping Details

                  -     WFI System Isometrics

                  -     DIW System Isometrics

                  -     Clean Steam System Isometrics

                  -     CIPS/CIPR System Isometrics

                  -     Underground Plumbing Plans

                  -     Aboveground Plumbing Plans

                  -     Water and Natural Gas Riser Diagrams

                  -     Sanitary Storm Drainage Riser Diagrams

                  -     Plumbing Schedules and Details

                  -     Plumbing Specifications

                  -     Subcontract, Equipment, Piping, Plumbing Installation
                        Scope of Work

                  Construction Support:

                  -     Participation in the development of the Piping Testing
                        Plan

                  -     Field Resolution of piping and plumbing related
                        contractor questions

                  -     Check compliance of piping to Kvaerner/ImClone
                        specifications and FDA, cGMP regulations

                  -     Compliance of Plumbing to State and Local Codes

                  -     Participation in preparation of Piping/Plumbing Punch
                        List(s)

                  -     AutoCAD Disks of Construction Issue Documents
<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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      3.9   PLANT ENGINEERING

            3.9.1 PRELIMINARY ENGINEERING DESIGN

                  The Plant Engineering Group will provide valve and specialty
                  item take-offs from the P&ID's to support the cost estimate.
                  These materials, in conjunction with the material take-offs
                  for piping provided by the Plant Design Group, will be priced
                  by the Plant Engineering Group to provide a total installed
                  cost for the piping systems on the project.

                  The Plant Engineering Group will develop the required piping
                  specifications to support the project scope and form a basis
                  of the cost estimate. In addition, they will also provide the
                  necessary input of the piping material and specialty materials
                  data into the electronic 3D Cad Model database and validate
                  that the materials database is complete, correct and current
                  over the life of the Project.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.9.2 DETAIL ENGINEERING DESIGN

                  Piping Material Specifications, as well as other
                  specifications such as Insulation, Painting, Fabrication,
                  etc., will be finalized and issued sufficient for construction
                  by the Plant Engineering Group. Piping Stress Analysis, Pipe
                  Support Design and Material Control and Requisitioning will
                  also be performed by the Plant Engineering Group, in
                  accordance with Design Basis No. 5.

                  In addition, they will also provide the necessary input of the
                  piping material and specialty materials data into the
                  electronic 3D Cad Model database and validate that the
                  materials database is complete, correct and current over the
                  life of the Project.

                  All MTOs required from the electronic 3D Cad Model will be
                  extracted, tabulated, and managed by the Plant Engineering
                  Group.

                  All activities are to be performed concurrently as much as is
                  practical.

            3.9.3 PROCUREMENT ASSISTANCE

                  The Plant Engineering Group will prepare the requisitions for
                  the materials identified in DB-5 as well as the subcontract
                  requisitions for the mechanical work, insulation and painting.
                  The Plant Engineering Group shall provide technical bid
                  evaluations for all materials purchased by the group, and will
                  provide technical assistance to others, including the
                  contractors, regarding technical acceptability of alternates.

                  All activities are to be performed concurrently as much as is
                  practical.
<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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            3.9.4 CONSTRUCTION SUPPORT

                  The Plant Engineering Group will provide construction
                  assistance with technical issues on piping materials and
                  specifications, as well as reviewing the construction for
                  compliance with the piping requirements. Materials tracking
                  and reporting assistance will also be provided, as per a
                  Materials Management Plan

            3.9.5 DELIVERABLES

                  The Plant Engineering Group will provide the specifications,
                  requisitions and drawings as delineated in Design Basis 5.

      3.10  PROCUREMENT

            Working as Agent for ImClone, the Procurement Team will prepare and
            issue packages for equipment, instrumentation, electrical and all
            other necessary material and equipment for bid and purchase on
            ImClone paper. They will prepare Commercial/Technical Evaluations
            for these items and will coordinate Kvaerner's review of vendor
            documentation submittals to insure compliance with specification
            requirements. Expediting of deliveries of all purchased goods and
            the set up and maintenance of the vendor document files is also a
            key part of the Kvaerner procurement function.

           3.10.1 DELIVERABLES

                  Design Phase

                  -     Issue all inquiry packages for bid

                  -     Commence the Commercial and Technical Bid Tab Analysis

                  -     Condition all Vendor offerings for strict compliance
                        with project requisitions and specifications

                  -     Compile Bidders list for Client review and approval.

                  -     Review and formulate necessary commercial documents for
                        project use.

                  -     Purchasing Procedure

                  -     Prepare ImClone purchase orders or change orders for
                        ImClone signature

      3.11  SUBCONTRACTS

            The Subcontract Group will assist Project and Construction
            Management in the preparation of Subcontracts. The Subcontract Group
            will prepare subcontract inquiry packages for bid. They will prepare
            commercial bid tabs and technical bid tabs, and issue subcontracts
            for construction. They will maintain the subcontracts through
            construction.

           3.11.1 DELIVERABLES

                  -     Subcontract Procedure

                  -     Subcontract Bidders List
<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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           3.11.2 CHANGE ORDERS

                  -     Written scope document to accompany HO originated design
                        revisions

                  -     Implementation of all FWO's and HO initiated changes as
                        Subcontract Amendments

      3.12  CONSTRUCTION MANAGEMENT

            Construction Management will consist of the following services:

                  -     Provide assistance to the design team and lead
                        constructability reviews

                  -     Participation in the development of the Subcontract Plan
                        and Subcontract Scopes of work

                  -     Logistics Plan

                  -     Participation in the development of the CPM
                        Construction, Commissioning and Validation schedule

                  -     Maintain and control all equipment and material
                        purchased by ImClone as per a Materials Management Plan

                  -     Facilitate the safe work of the ImClone Subcontractors

                  -     Co-ordination of the Subcontractors

                  -     Scheduling the work of the Subcontractors

                  -     Field resolution of Subcontractor questions

                  -     Insuring installation is per drawings and specifications

                  -     Receiving equipment purchased

                  -     Preparing monthly progress reports

                  -     Verifying Subcontractors progress invoices

                  -     Insuring safety regulations are adhered to by
                        Subcontractors

                  -     Witnessing tests of equipment and installation.

                  -     Facilitating subcontractor "as-built" mark-ups

                  -     Lead in the development of Punch Lists by system or area

                  -     Participation in the planning of the Commissioning/
                        Start-up by system or area

                  -     Commissioning/Start-up assistance.

                  -     Assistance in development of Turnover Books and
                        facilitation of ImClone acceptance of individual systems
                        for care, control and custody

      3.13  COMMISSIONING ASSISTANCE

            A joint Kvaerner/Subcontractor/Vendor Commissioning Team will be
            developed to assist ImClone in the commissioning of the facility.
            This team will include an ImClone team leader, members of the
            construction management team, various engineering design leads, the
            Validation Manager, members of the validation team, and third party
            personnel.

            The commissioning Team Leader will develop a Commissioning Plan. As
            described in earlier sections, each utility and equipment system
            will be commissioned after mechanical completion and prior to
            Validation (IQ) completion.
<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
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           3.13.1 DELIVERABLES

                  PRIOR TO MECHANICAL COMPLETION OF INDIVIDUAL SYSTEMS

                  -     Commissioning Plan

                  -     Participation in the development of the Factory
                        Acceptance Test (FAT) plan(s) by vendors; witness FATs
                        (with ImClone)

                  -     Participation in the development of the Site Acceptance
                        Test (SAT) plan; witness SATs (where applicable)

                  -     Equipment vendors receive the documentation matrix and
                        deliver the required validation documents, including IQ
                        datasheet

                  -     Equipment vendors receive and perform the requirements
                        outlined in the instrument calibration specification.

                  -     Selected equipment vendors receive and comply with
                        Control System Requirement and Testing Specification.

                  -     Equipment vendors perform and supply all documentation
                        required for validation

                  -     Witness the Software Testing and Factory Acceptance
                        Testing of selected equipment prior to shipment as
                        approved by ImClone.

                  -     Ensure Subcontractor provides As-Built P&ID and
                        equipment arrangement drawing mark-ups for Kvaerner
                        group to CADD

                  -     Verify all lighting and power requirements are supplied
                        as designed.

                  AFTER MECHANICAL COMPLETION OF INDIVIDUAL SYSTEMS

                  -     Organize the start up and testing of equipment that
                        includes training of Commissioning Team and ImClone
                        operators by selected equipment vendors.

                  -     Run all air handlers for a minimum of 1 week to ensure
                        all room temperature, humidity, and pressurization
                        requirements are maintained.

                  -     Test all equipment using water and air.

                  -     Test all utility systems at peak consumption, if
                        possible, to verify Maximum designed output.

                  -     Test all utilities and equipment using the O.Q. Protocol
                        as a basis.

                  In addition to the above activities, it is the Commissioning
                  Team's responsibility to manage and track/progress the
                  transition from construction to commissioning of the facility,
                  and ultimately to final Installation and Operational
                  Qualification testing.

      3.14  VALIDATION

           3.14.1 DESIGN REVIEWS

                  Validation personnel will be assigned to the project full time
                  during the Preliminary and Detail Engineering Design phases to
                  review specifications and designs and to perform cGMP audits.
<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
COMMERCIAL FACILITY                                      DATE: NOVEMBER 26, 2001
IMCLONE SYSTEMS INCORPORATED                                   REV.:           E
BRANCHBURG, NJ                                                 PAGE:    28 OF 29

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

           3.14.2 VALIDATION MASTER PLAN

                  Prior to the completion of Preliminary Engineering, the draft
                  Validation Master Plan will be prepared and submitted for
                  ImClone approval.

           3.14.3 INSTALLATION QUALIFICATIONS (IQ)

                  IQ documentation and protocol development will begin by
                  Kvaerner during the design engineering stage of the project.
                  Key components of the IQ development are P&ID's and material
                  specifications. Documentation for IQ execution will include
                  review of materials of construction. Actual IQ execution by
                  Kvaerner of the approved protocol will begin prior to each
                  system's mechanical completion (see definition in Section
                  2.4).

           3.14.4 OPERATION QUALIFICATIONS (OQ)

                  OQ documentation and protocol developments will begin by
                  Kvaerner, where possible, at the design stage, and will be
                  completed when the equipment operating manuals are received.
                  Before OQ execution by ImClone commences, SOPs for operation,
                  cleaning and preventive maintenance must be developed by
                  ImClone and protocol must be approved. Personnel training for
                  specific pieces of equipment must also be documented.

           3.14.5 PERFORMANCE QUALIFICATION SUPPORT (PQ)

                  ImClone is responsible for the planning and execution of the
                  PQ of the facility.

           3.14.6 DELIVERABLES

                  -     Development of a draft Validation Master Plan specific
                        to the Commercial Facility

                  -     Review of documentation, system drawings, P&ID's, etc.,
                        as appropriate.

                  -     cGMP audit of the facility design

                  -     Assist in the development of Factory Acceptance Test
                        (FAT) plans (by vendors); witness FATs

                  -     Development and execution of Installation
                        Qualification(IQ) protocols

                  -     Development of the Site Acceptance Test (SAT) plan;
                        witness SATs

                  -     Review of the commissioning plan.

                  -     Participate as a member of the commissioning team to
                        ensure equipment is ready for qualification and the
                        proper documentation has been compiled.

                  -     Development and Execution of Operation Qualification
                        (OQ) protocols

                  -     Collation of data from protocol execution

                  -     Ensure that the agreed to changes to the draft protocol
                        and final report documents are incorporated into the
                        final documents

                  -     Ensure that any problems encountered during protocol
                        execution are brought to the attention of the ImClone
                        Project Manager

                  -     Write separate IQ/OQ Final Reports for each system.
<PAGE>

[KVAERNER(TM) LOGO]                                            SCOPE OF WORK
COMMERCIAL FACILITY                                      DATE: NOVEMBER 26, 2001
IMCLONE SYSTEMS INCORPORATED                                   REV.:           E
BRANCHBURG, NJ                                                 PAGE:    29 OF 29

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

           3.14.7 IMCLONE WILL BE RESPONSIBLE FOR THE FOLLOWING:

                  -     Providing IQ and OQ protocol format

                  -     Reviewing and approving protocols and final reports on a
                        timely basis, and co-ordination of comments on to one
                        mark up document

                  -     Ensuring that draft SOPs are in place prior to OQ
                        protocol execution

                  -     Ensuring that the proper training has taken place prior
                        to OQ protocol execution

                  -     Providing equipment and operators during protocol
                        execution.

                  -     Witness Factory Acceptance Tests (FAT's)

                  -     Supplying validation test equipment

                  -     Development and execution of Performance Qualification
                        (PQ) Protocols.

           3.14.8 CLARIFICATION AND ASSUMPTIONS:

                  -     Protocol format will be established prior to the start
                        of protocol development. ImClone will provide Kvaerner
                        with a disc copy of the protocol format to be used for
                        IQ, OQ, and the Final Report.

                  -     Protocols will be circulated to ImClone personnel for a
                        single review. All ImClone comments will be consolidated
                        onto a single document prior to being returned to
                        Kvaerner. All document development and comments to the
                        protocols must adhere to the dates listed in the project
                        schedule in order to meet the targeted completion date.

                  -     All validation test equipment (if required) will be
                        supplied by ImClone.

                  -     Protocols will be approved before any validation
                        execution will take place.

                  -     Preparation of SOPs for operation, cleaning,
                        preventative maintenance and calibration, and cleaning
                        qualification studies are not included in the Kvaerner
                        scope.

                  -     ImClone will be required to operate all equipment during
                        validation testing.

<PAGE>



                                                                 Exhibit F





<PAGE>

                           IMCLONE COMMERCIAL FACILITY

                   MECHANICAL COMPLETION - GENERAL DEFINITION

1.    Construction of the facility shall be completed and evidenced by
      documented verification reasonably satisfactory to Owner that all aspects
      of the installation are architecturally and mechanically complete, and
      adhere to the design and installation specifications, as well as to the
      documented specifications of applicable suppliers. Facility will be turned
      over to Owner on a system-by-system (or sub-system) basis as defined by
      each system checklist and the Turnover Sequence Guideline.

2.    All installations forming a part of the Work shall have been completed
      including, without limitation, structural work, piping, mechanical
      equipment, laboratory and production equipment, HVAC, electrical and
      instrumentation work, and telecommunications work, all in accordance with
      the Project drawings and specifications, P&IDs, and applicable codes. By
      way of further clarification, the following activities must be completed
      and Owner must have received, in connection therewith, the appropriate
      documentation and certifications:

            -     Verified receipt of all equipment (includes skid mounted
                  equipment/components), instrument and specialty items
                  purchased for the Project.

            -     Installation of all equipment, including setting, anchoring,
                  reassembly (where required). Connection of all utilities to
                  all equipment (including skids).

            -     Piping systems are to be completely fabricated, installed,
                  tested, flushed and in-line instruments and other in-line
                  devices ready for operation.

            -     Electrical polarity checks and installation resistance
                  measurements are to be complete and satisfactory.

            -     Instruments and process controls are to be bench calibrated,
                  installed, and dry loop checked. PLC and SCADA control
                  components for the custom and/or standard equipment packages
                  and CIP Systems, respectively, are installed, software loaded
                  and factory tested.

            -     All rotating equipment is to be checked for freedom of
                  rotations, correct rotational direction, and cold alignment.

            -     Critical pipe supports and spring hangers, if applicable, are
                  to be checked for proper adjustment to cold conditions.

            -     Lighting and power distribution is to be completed in
                  accordance with the requirements set forth in the
                  specifications.

            -     Appropriate lubricants are to be applied as specified by
                  suppliers.

            -     HVAC systems are to be checked and tested and initial balance,
                  controls and complete systems are to be fully operational with
                  all written test and balancing reports submitted to and
                  approved by the Owner's Project Manager/Engineer. This
                  includes cleaning, installation of filters/belts and alignment
                  of fans. Final balance to be completed as punch-list item.
                  Lubricants to be provided by Owner and installed by
                  contractors under the direction of Kvaerner.

            -     Building and power control systems are to be completely tested
                  and operational.


Page 1 of 3
<PAGE>

                           IMCLONE COMMERCIAL FACILITY

                   MECHANICAL COMPLETION - GENERAL DEFINITION

            -     All locks, signs, and barricades previously under construction
                  control are to be removed. The care, custody and control of
                  the turned over systems is by Owner from this point forward.

            -     Mechanical, pneumatic, and hydrostatic pressure/tightness
                  tests of utility systems are to be completed and documented.

            -     The building (erection/installation of walls, interiors,
                  roofing, windows, doors, hardware, etc.) is to comply with the
                  drawings and specifications and such compliance is documented.

            -     All facility equipment is to be installed in accordance with
                  the supplier's recommendations and the project specifications.

            -     All utilities, infrastructure, and ancillary systems connected
                  to or associated with the facility equipment are to be in
                  accordance with the project drawings and specifications. These
                  systems are to be ready for commissioning and available for
                  the installation qualification (IQ) effort.

            -     All installation activities that are critical for starting IQ
                  or that may affect the operation, safety of the equipment and
                  operators, processing parameters or quality attributes of the
                  product are to be completed.

            -     Pre-commissioning and turnover documentation (as outlined in
                  turnover sequence document) is to be completed and submitted
                  to Owner for approval.

            -     As-built mark-up drawings (current as of mechanical
                  completion) are to be submitted and approved, by Owner, from
                  all sub-contractors and or suppliers. Kvaerner produced CAD
                  as-builts to follow.

            -     Construction cleaning (free of construction materials, dirt,
                  dust, and debris) of building areas consistent with area
                  classification (cGMP and non-classified areas).

3.    The Master Punch List (on a system by system basis) shall be completed
      with agreed upon documented exceptions approved by Owner's PM/PE. The
      completion of these items must be done so as to not affect the occupancy
      or operation of the facility. The list shall include items that were
      identified as "errors and omissions" and "out of scope" items (regardless
      of when identified). For fee purposes, "out of scope" items generated
      during Master Punch List preparation will not be considered in determining
      Mechanical Completion. Completion of all items is the responsibility of
      Kvaerner.

4.    "Sign-off" of all "building systems" and components thereof is required
      and shall be completed. "Sign-off" means the agreement of the Owner's
      PM/PE that said systems and components have successfully met the
      requirements of the specifications and drawings. Testing, to demonstrate
      that the Work is complete as designed and capable of being used for its
      intended purpose, shall be completed. Prior to any such testing, Kvaerner
      shall provide Owner with proposed testing criteria for Owner's approval.
      "Building Systems"


Page 2 of 3
<PAGE>

                           IMCLONE COMMERCIAL FACILITY

                   MECHANICAL COMPLETION - GENERAL DEFINITION

      means all mechanical, electrical and other operating building components
      required for complete operation of the facility.

5.    All final Equipment and System Documents, including Maintenance Manuals,
      Operational Manuals and Test and Balance Reports have been submitted to
      Owner within 60 days of Mechanical Completion. These include, without
      limitation: (i) "as-built" drawings, (including dimensional outline, cross
      sectional, component or detail, assembly, erection, foundation, or
      loading), (ii) installation, operating, and maintenance manuals in those
      quantities reasonably required by Owner (including, without limitation,
      all required components of operation criteria, maintenance procedures and
      warranty/service details, and shall be professionally organized and
      bound), (iii) wiring diagrams, (iv) certified performance curves, test
      data, and calculations, as set forth in the specifications, (v) HVAC Test
      and Balance Reports including reports for any specialized exhaust or air
      handling equipment (including fume hoods), (vi) Supplier Certifications
      and Witness Testing, (vii) spare parts list with appropriate drawing cross
      references and ordering information, and (viii) all other items required
      by the specifications.

      The above information shall also be submitted on an on-going basis as
      received from equipment vendors/sub-contractors.

6.    Maintenance and operational training of Owner's personnel by equipment
      vendors/sub-contractors as directed by Kvaerner to provide working
      knowledge of all systems shall be completed at least four (4) weeks prior
      to commencement of the Operational Qualification (OQ). Upon Owner's
      request, additional training shall be provided after sign-off.

7.    Pre-commissioning activities shall be part of the Mechanical Completion
      scope. This includes the management of sub-contractors during start-up and
      pre-commissioning activities.

8.    In the event of any conflict between this "Mechanical Completion - General
      Definition" and the remainder of Exhibit F, the provisions of this
      "Mechanical Completion - General Definition" section shall control.


Page 3 of 3
<PAGE>

                           IMCLONE COMMERCIAL FACILITY

                           TURNOVER SEQUENCE GUIDELINE

GENERAL OBJECTIVES:

1. Team Effort: Kvaemer Project Management, Kvaerner Construction, Kvaemer
Validation, Kvaemer Commissioning, ImClone Project Management, ImClone
Commissioning, ImClone Facilities, ImClone

Manufacturing, ImClone Validation

2. Confirm Mechanical Completion Turnover and Commissioning Trailer Files are
complete. Effort will allow more time to resolve issues.

3. All of the durations in the Turnover Schedule are based on the following
sequence: Mechanical Completion ----> Commissioning ----> IQ ----> OQ.

RESPONSIBILITIES

KVAERNER is responsible for proper system installation, mechanical completion
and submitting turnover package to commissioning (ImClone and Kvaerner Team) on
or before scheduled mechanical completion date. Included in the package:

      -     Non-Qualified and Qualified Systems (outside skid boundaries):
            Applicable specifications, requisitions, drawings and lists will be
            utilized as a checklist. Each item will be initialed and dated.
            Discrepancies will be resolved.

      -     Qualified Systems: Utilize qualification documents as a checklist to
            ensure proper utility connections and service where possible.

Note: Kvaerner will not be required to verify components of skid-mounted
equipment.

Note: No items will be left blank. N/C will be entered for "Not Checked".

COMMISSIONING TEAM (Kvaerner and ImClone) is responsible for completing
activities as stated on spreadsheet (including functional portion of draft OQ on
qualified systems) and Submitting Acceptance sign-off sheet to ImClone's Plant
Owner and Validation Manager on or before scheduled commissioning completion
date.

-     Qualified Systems: Utilize qualification documents as a checklist to
      ensure compliance with protocol prior to Mechanical Completion and
      turnover checklists to Kvaemer Construction for inclusion in Mechanical
      Completion Turnover package.

SEQUENCE:

THREE-WEEKS BEFORE MECHANICAL COMPLETION (OR BEFORE)

-     Joint review of draft IQ to Identify tasks to be done and resource
      responsible

-     Joint review of system boundary if required

-     Joint Safety - Review

-     ImClone Metrology will compare the instruments included in the Protocols
      with the most recent instrument list. Validation will be informed of any
      discrepancies.

-     Create preliminary work list include completion of system outside boundary
      with responsibility and realistic target completion dates assigned.

-     Kvaerner starts to put together Turnover package.


Page 1 of 2
<PAGE>

                           IMCLONE COMMERCIAL FACILITY

                           TURNOVER SEQUENCE GUIDELINE

-     A mutually, agreed upon list of documents shall be prepared (by Kvaemer)
      and shall be used as a checklist to insure that the turnover package is
      complete. This list shall be distributed to the appropriate
      sub-contractor(s), ImClone PM/PE and ImClone Commissioning Team Leader.

TWO WEEKS BEFORE MECHANICAL COMPLETION (OR BEFORE)

-     Complete appropriate checklists

-     Review Work List with Kvaemer

-     Kvaemer to present draft Turnover Package

ONE WEEK BEFORE MECHANICAL COMPLETION

-     Complete Turnover Package with acceptable punch list. Assign
      responsibility and completion dates.

DAY BEFORE MECHANICAL COMPLETION DATE AND BEYOND

-     Submit Turnover Packageto for approval to appropriate ImClone
      Commissioning Team Leader with copy transmittal to ImClone PM/PE.

-     After acceptance of Package, Validation will be informed that system file
      is available for audit.

-     Continue to track actual Mechanical Completion beyond initial boundary and
      track completion of punch list (Kvaemer will track the Mechanical
      Completion Punch-list and ImClone Commissioning Team Leader will track the
      Commissioning Punch-list)

IMPORTANT NOTE: Once a Mechanical Completion or Commissioning Turnover Package
is approved by the appropriate parties, the addition of items to a punch-list
included in the package must be approved (initialed and dated) by the same
parties that approved the package initially.


Page 2 of 2
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

                        CONSTRUCTION OPERATION PROCEDURE


APPROVED BY:
                -------------------------------------
                V. P. Central Construction Operations


AUTHORIZED BY:
                -------------------------------------
                Sr. V. P. Construction Operations

1.0   MECHANICAL COMPLETION AND PRECOMMISSIONING

<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

      1.1   General

            This procedure defines the responsibilities of both Kvaerner and the
            Owner with regards to the work required to make the installation
            ready for initial operation.

            The completion of the work that is the responsibility of Kvaerner,
            is set forth in Section 2.0, Mechanical Completion and Section 5.0,
            Division of Responsibilities.

            Performance of the work that is the responsibility of the Owner, is
            set forth in Section 3.0, Precommissioning and Section 5.0, Division
            of Responsibilities.

            This procedure is intended to expand and supplement, but not to
            supersede or vary, the general terms and conditions of the contract.
            In the event of any conflict between this procedure and the contract
            terms, the contract terms shall govern.

      1.2   Definition of Terms

            1.2.1 "Mechanical Completion," when referring to an item of work, a
                  subportion of the plant, a process system, a unit or the
                  entire facility, means that Kvaerner has provided erection in
                  accordance with drawings, specifications, applicable codes and
                  all other contractual requirements.

                  It is recognized that painting, paving, insulation (when part
                  of Kvaerner scope) as well as final clean-up must be completed
                  by Kvaerner before the installation is deemed "final
                  complete".

                  However, at the time of mechanical completion of a unit, a
                  system or an area, this work need not be complete, but should
                  be in a sufficiently advanced state of completion so as not to
                  unreasonably interfere with subsequent activities or affect
                  safety.

            1.2.2 "Precommissioning" is defined as the Owner's prestart-up
                  checkout, loop checks, system adjustment, equipment and system
                  activation, purging materials and Owner operations required to
                  prepare the facility for initial operation.

            1.2.3 "Completion of Construction" means that Kvaerner has provided
                  erection in accordance with drawings and specifications, and
                  other items referred to in the definition of "Mechanical
                  Completion", plus final cleanup and completion of painting and
                  insulation work.

            1.2.4 "Initial Operation" is the responsibility of the Owner, and is
                  carried out by Owner's personnel.


                                  Page 2 of 25
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

            1.2.5 "Kvaerner" means the Kvaerner Company, any of its divisions,
                  and any party duly authorized to act on Kvaerner's behalf.

            1.2.6 "Owner" means the party for whom the facility, or any subpart
                  of the facility, is being installed, erected, or constructed;
                  and will ultimately accept full care, custody, control, and
                  title to the completed works.

      1.3   Schedules

            Kvaerner will develop, based upon the target dates for completion
            specified in the contract, a sequence of work completion activities,
            which support an orderly turnover.

            So that initial operation may commence at the earliest possible
            date, precommissioning work should, insofar as is reasonably
            possible, proceed before the entire installation is Mechanically
            Complete.

      1.4   Personnel

            By written agreement between Kvaerner and Owner, Kvaerner can
            provide non-technical and technical personnel, and specialized
            subcontract services, as required to assist the Owner in
            precommissioning and initial operations of the facility.

            The number and type of personnel provided by Kvaerner will be
            determined by special and separate agreement between Kvaerner and
            Owner.

            Kvaerner would be reimbursed for the services of these personnel as
            follows:

            1.4.1 Non-technical Personnel (Craftsmen) - Kvaerner shall be
                  reimbursed on the same basis as used in the contract work.

            1.4.2 Technical Personnel and/or Operations Advisers - Kvaerner
                  shall be reimbursed for the services of these personnel on a
                  per diem basis (to include living costs), plus reasonable
                  travel costs to and from the jobsite.

            1.4.3 Specialized Subcontract Services (HEPA Certification, Scale
                  Calibration, etc.) - Kvaerner shall be reimbursed for
                  subcontract cost as used in the contract work.

2.0   MECHANICAL COMPLETION BY KVAERNER

      2.1   Scope

            This section of the procedure defines the work to be performed by
            Kvaerner to achieve mechanical completion. The general outline of
            mechanical completion work is described in the following
            subparagraphs, however, for specific items, refer to the Division of
            Responsibilities, Section 5.0.

      2.2   Erection in Accordance with Drawings, Specifications and Applicable
            Codes

            2.2.1 The plant shall be erected in accordance with the drawings and
                  vendor prints issued for the project.


                                  Page 3 of 25
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

            2.2.2 The work and materials shall be installed in accordance with
                  the project specifications and vendor's instructions, as
                  issued.

            2.2.3 Applicable codes, as listed in the project specification,
                  shall be followed for materials, workmanship and testing.

      2.3   Non-operating Adjustments and Cold Alignment

            2.3.1 The procedure for the completion of field fabrication,
                  erection and installation, as called for on the design
                  drawings, as set forth in the engineering specifications and
                  as outlined in the manufacturer's installation instructions
                  shall also include non-operating adjustments and cold
                  alignment checks on equipment such as steam generators, water
                  treatment equipment, chillers, bioreactors, bioinactivation
                  skids, centrifuges, WFI stills, CIP systems, TFF filter skids,
                  hot water skids, chromatography columns, autoclaves, glass
                  washers, pumps, compressors, blowers, agitators, emergency
                  generators, elevators, conveyors and other miscellaneous
                  specialty equipment.

            2.3.2 All rotating equipment will be checked (driver and driven) for
                  freedom of rotation prior to performing any alignment.

                  Factory coupled rotating equipment shall be uncoupled in the
                  field and checked for freedom of rotation.

                  After freedom of rotation has been checked, the driver shall
                  be momentarily energized to "bump" the driver. Upon verifying
                  that proper rotation direction exists, the driver and driven
                  equipment shall be aligned to specified tolerances.

                  After acceptance of the alignment, the coupling shall be
                  installed.

            2.3.3 On pumps, compressors, fans and other mechanical equipment the
                  piping and ducting flanges shall be fitted-up, in close
                  parallel and lateral alignment, prior to tightening and
                  bolting.

            2.3.4 Pipe supports, spring hangers, including constant support-type
                  supports, shall be checked for proper adjustment of travel,
                  and correctly positioned for the cold condition after
                  installation. Sanitary piping supports shall be used in all
                  areas. Hangers which have been set at the factory shall
                  require the travel positions checked after installation. Free
                  draining / sloped piping systems shall be checked for proper
                  slope and support.

            2.3.5 After all testing is complete on corrugated-type and packed
                  expansion joints, remove the temporary wood blocks, temporary
                  steel strapping, shipping rods and spacers, (which were
                  provided to prevent damage to the joint during shipment,
                  storage, or field construction and testing).

      2.4   Electrical Polarity Checks and Insulation Resistance Measurements


                                  Page 4 of 25
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

            2.4.1 Proper rotation and insulation resistance megger checks shall
                  be made for all electrical motor drivers.

            2.4.2 After installation, the electrical instrument circuits shall
                  be checked for continuity.

      2.5   Installation and Inspection of Vessel Internals

            2.5.1 Vessel internals shall be installed according to process
                  specifications and manufacturer's instructions.

            2.5.2 Vessel internals which are installed in the field shall be
                  inspected to ensure proper installation and a final inspection
                  shall be made by the Owner.

            2.5.3 Catalyst/Chemical Charges - A vessel will be considered
                  mechanically complete when it is ready to receive the
                  desiccants, sieves and the catalyst/chemical charge. The party
                  installing the charge will be responsible for final heading-up
                  of the vessel. (Unless otherwise indicated in the Division of
                  Responsibilities Table.)

      2.6   Initial Packing of Pumps

            Kvaerner shall install initial pump packing or seals in accordance
            with manufacturer's recommendations.

      2.7   Mechanical, Hydrostatic and Pneumatic Tightness Tests

            2.7.1 The testing of pressure vessels, exchangers, and other such
                  items of equipment shall have been conducted by the
                  manufacturer or fabricator in accordance with the codes and
                  specifications under which such equipment has been procured
                  and manufactured. No further testing shall be performed,
                  unless the equipment was damaged in transit, required field
                  repair, or field alteration.

            2.7.2 The testing of mechanical equipment and package systems shall
                  have been conducted by the manufacturer in accordance with the
                  codes and specifications under which such equipment has been
                  procured and manufactured. No further testing shall be
                  performed, unless the equipment was damaged in transit,
                  required field repair, or field alteration.

            2.7.3 The pressure testing of installed instruments, including
                  relief valves, shall have been performed by the manufacturer
                  where called for by the specification under which such
                  equipment has been procured and manufactured. No further
                  pressure testing shall be performed.

            2.7.4 Pneumatic circuits shall be checked for tightness and routing
                  continuity with appropriate media.

      2.8   Inspection Check of Piping and Instrumentation Versus Flow Diagrams


                                  Page 5 of 25
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

            An inspection check of piping and instrumentation, as installed,
            shall be made by Kvaerner to ensure proper installation in
            accordance with the latest versions of the Process & Instrument
            Diagrams (P&ID's).

      2.9   Service Representatives

            2.9.1 Construction Phase of Work - During the construction phase of
                  the work, Kvaerner will arrange for the services of vendor
                  representatives to assist and inspect the installation of
                  equipment items as deemed necessary by Kvaerner.

                  Owner will furnish the services of manufacturer's
                  representatives for Owner-furnished and Kvaerner-installed
                  equipment.

                  In both cases above, Kvaerner will furnish the necessary
                  craftsmen and/or field supervision required to assist the
                  service representative in his work.

            2.9.2 During Precommissioning and Initial Operations - Owner will
                  arrange for the necessary service representatives required by
                  Owner to precommission and/or start initial operation of the
                  equipment. Owner will furnish necessary craft assistance to
                  manufacturer's service representatives, if required, to adjust
                  said equipment. Owner may request this assistance from
                  Kvaerner per Paragraph 1.4 above.

      2.10  Lubricants

           2.10.1 Owner will review manufacturer's lubrication recommendations
                  and advise Kvaerner of lubricants to be used.

           2.10.2 Owner will provide all operating lubricants.

           2.10.3 Kvaerner will make initial installation of operating
                  lubricants.

      2.11  Mechanical Completion Acceptance

           2.11.1 When Kvaerner considers that portions of the installation (a
                  unit, system or area) are mechanically complete, Kvaerner
                  shall notify Owner in writing (Form DP-870-1.001). If Owner
                  concurs, Owner shall promptly (within 24 hours) approve such
                  notification for that portion, or, if Owner does not concur,
                  Owner shall promptly (within 24 hours) notify Kvaerner, in
                  writing, of any unfinished work or deficiency to be corrected.
                  Failure of Owner to approve a Certificate of Acceptance or to
                  provide a list of unfinished work and/or deficiencies within
                  ten (10) calendar days after notification, shall constitute
                  approval and acceptance by Owner of mechanical completion of
                  the unit, system or area. Kvaerner shall notify Owner in
                  writing when all listed exceptions, if any, have been
                  corrected.

           2.11.2 When all of Kvaerner's work, as defined in this procedure,
                  has been completed Kvaerner shall submit a final Certificate
                  of Acceptance to the Owner. The Owner shall approve the final
                  Certificate of Acceptance for the entire installation within
                  fourteen (14) calendar days of submittal. Mechanical


                                  Page 6 of 25
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

                  Completion of the plant shall be deemed approved and accepted
                  by the Owner, if no response is received at the end of the
                  fourteen (14) day review period.

      2.12  Care, Custody and Control

            Upon Owner's acceptance of mechanical completion for agreed upon
            areas of the installation, Owner shall assume care, custody and
            control of such portions of the completed work, and shall also
            maintain them in satisfactory operating condition until completion
            of the entire facility.

      2.13  Forms for Mechanical Completion Acceptance

            Form DP-807-1.001 is the form for notification and acceptance of
            mechanical completion, which shall be used, either for parts of the
            installation or for final acceptance.

3.0   PRECOMMISSIONING BY OWNER

      3.1   Scope

            This section of the procedure defines the precommissioning work that
            is to be done by the Owner in order to prepare the installation for
            initial operation.

            This work includes running-in and doweling of pumps, compressors,
            turbines, motors, seals, and other machinery and/or mechanical
            equipment, mechanical seal systems; adjustments to packing of pumps
            and valves; removal and/or cleaning of strainers, where required;
            functional test, setting or calibration of instruments, loop checks,
            setting of relief devices or alarms; flushing and drying of systems,
            chemical cleaning, hot alignment checks; charging of the plant with
            utilities, chemicals, catalysts and/or other operating materials,
            and the individual items, per the Division of Responsibilities,
            Section 5.0 of this specification.

            Owner shall provide necessary qualified maintenance and/or
            operations personnel during this precommissioning period.

      3.2   Commissioning of Utility Systems

            Commissioning of systems which involve the transfer of utility media
            (i.e., electric power, air, water, fuel, gas, steam, etc.) to or
            from the installation, and which are needed to run-in and adjust
            equipment, shall be the responsibility of the Owner. The operation
            of valves, removal of blinds, etc., shall be done by Owner.

            Owner will be responsible for the safety and control of "hot" and
            "cold" work permits issued during the activation of the systems
            noted above.

      3.3   Drying-Out of Process Equipment

            The drying-out of process lines or items of equipment (i.e.,
            furnaces, reactors, etc.), where such drying-out is a process
            requirement (i.e., critical operating temperatures or possible
            contamination of catalysts), shall be the responsibility of the
            Owner.


                                  Page 7 of 25
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       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

4.0   INITIAL OPERATION BY OWNER

      4.1   Scope

            Initial operation is the responsibility of the Owner, and is
            carried-out by Owner's personnel.

4.2   General

            Initial Operation

            Owner will:

            4.2.1 Activate and operate utility systems.

            4.2.2 Perform general tightness tests, where required, after
                  precommissioning work but prior to introduction of process
                  fluids.

            4.2.3 Perform hot bolting of piping and equipment.

            4.2.4 Install rupture disc, orifice plates, etc.

            4.2.5 Introduce feedstock to the installation and establish
                  operating conditions.

            4.2.6 "Tune" instruments when process fluids are available, and
                  finalize control mode settings, and commission other
                  instruments.

5.0   DIVISION OF RESPONSIBILITIES

      5.1   The attached list defines, for each type of equipment, what work is
            to be done by Kvaerner to meet the requirements for mechanical
            completion.

      5.2   Kvaerner shall perform the checks, tests and other work listed in
            accordance with Kvaerner's specifications, drawings, and applicable
            codes.

      5.3   The list also defines, for each type of equipment, what work is to
            be done by Owner during precommissioning of the installation.

      5.4   Items of equipment not specifically shown in the checklist shall be
            handled in the same manner as similarly-listed equipment.


                                  Page 8 of 25
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
5.1
Vessels               1.     Install internals not shop installed and perform any tests            X
                             required by specifications.

                      2.     Install packing where required.                                       X

                      3.     Clean out all vessels and open manholes and other                     X
                             openings for final inspection by Owner's operating staff.

                      4.     Inspect internals as deemed necessary for operational                                  X
                             inspection.

                      5.     Head up vessels.                                                      X

5.2
Bio-Reactors          1.     Install internals not shop installed and perform any tests            X
                             required by specifications.

                      2.     Unhead vessels.                                                       X

                      3.     Inspect vessels.                                                                       X

                      4.     Loop check-out auxiliaries, control systems, alarms,                                   X
                             signals, shutdown devices for continuity.

                      5.     Head up vessels.                                                      X

5.3
Tanks                 1.     Unhead and check internals.                                           X

                      2.     Cleanout for Owner inspection.                                        X

                      3.     Inspect internals and gauging equipment, etc.                                          X

                      4.     Head-up after inspection.                                             X

                      5.     Strap tanks (if required).                                                             X

5.4                   1.     Internal inspection or testing to be done only if
Shell and Tube               specifically called for by Kvaerner or vendor                         X
Exchangers                   specifications or drawings.

                      2.     Verify hydrostatic test pressure is intact and/or perform             X
                             hydrostatic test on graphite exchanges prior to off-
                             loading.
</TABLE>


Page 9 of 24
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       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      3.     Usually commissioned without further work.                                             X

5.5
Cooling Towers        1.     Install proper lubricants supplied by Owner.                          X

                      2.     Check fan rotation manually for freedom of movement.                  X

                      3.     Couple fan to motor after motor bumped for rotation.                  X

                      4.     Check motor nameplate speed, horsepower and voltage
                             against data sheets

                      5.     Check fan rotation, vibration, vibration switches and                 X
                             blade setting.

                      6.     Check basin for cleanliness and install screens in suction            X
                             pit.

                      7.     Check bearing temperatures and vibration of fans and                                   X
                             pumps.

5.6                   1.     Perform a cold hydrostatic test (for packaged boilers                 X
Fired Boilers                only if specified). Drain water after test, if required.

                      2.     Install refractory.                                                   X

                      3.     Connect burner piping after fuel lines have been blown                X
                             clean.

                      4.     Check registers and dampers.                                          X

                      5.     Cure furnace refractory by following manufacturer's                                    X
                             recommended cycles.

                      6.     Operate boiler auxiliaries for boiler.                                                 X

                      7.     Provide chemicals for boilout.                                                         X

                      8.     Commission utilities for boilout.                                                      X

                      9.     Boilout in accordance with boiler manufacturer's instructions.                         X

                      10.    Arrange for manufacturer's start-up services, if required.                             X

                      11.    Blowdown each steam tracing line ahead of steam traps.                                 X
</TABLE>


Page 10 of 24
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       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      12.    Blowdown steam lines to H.P. steam turbines until all                                  X
                             scale is removed from lines.

5.7                   1.     Set and cold align units or drives to approximate "hot                X
Pumps and                    set" as recommended by manufacturer. Furnish record
Agitators                    of alignment to Owner.

                      2.     Install proper lubricants supplied by Owner.                          X

                      3.     Install packing and/or seals if not factory installed.                X

                      4.     Check pump and/or agitator rotation manually to ensure                X
                             freedom of movement.

                      5.     Couple units to drivers after motor has been "bumped"                 X
                             for rotation.

                      6.     Install temporary strainers in suction piping.                        X

                      7.     Make final check of cold alignment.                                   X

                      8.     Check all vents, drains, seals, flushing, bypasses, etc.,             X
                             for conformance to specifications and drawings.

                      9.     Check motor nameplate speed, horsepower and voltage                   X
                             against data sheets.

                      10.    Check alignments, bearing temperatures, vibration, etc.
                             during flushing operations; report any malfunctions to                                 X
                             Kvaerner.

                      11.    Check and run-in pumps, maintain them after turnover,
                             make final hot alignment check and do any required                                     X
                             doweling of the pumps and drivers.

                      12.    When necessary, clean pump screens after pumps have                                    X
                             been in operation for a reasonable period.

5.8
Vacuum
Equipment             1.     Hydrotest as required by specifications.                              X

                      2.     Treat vacuum pumps as per 5.10 (1 thru 11).                           X

                      3.     Air test entire system; check all j joints for leaks.                 X
</TABLE>


Page 11 of 24
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       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      4.     Perform cold static vacuum test on system.                                             X

5.9
Compressors,
Gears and Drives      1.     Treat compressors and small blowers per Paragraph                     X
                             5.10 (1 thru 11).

                      2.     Install equipment and make piping corrections, as                     X
                             required to obtain proper alignment.

                      3.     Check compressor, suction piping, interstage piping,
                             and ensure each is free of mill scale, weld spatter, and
                             loose and foreign material resulting from any prior                   X
                             cleaning activity.

                      4.     Install temporary strainers in suction piping.                        X

                      5.     Install proper lubricants and oil supplied by Owner.                  X

                      6.     Install packing and/or seals if not factory installed.                X

                      7.     Check driver and driven units rotation manually to                    X
                             ensure freedom of movement.

                      8.     Set cold alignment for approximate "Hot Set" as directed              X
                             by manufacturer's specifications.

                      9.     Couple driver to driven units if electric drive after motor           X
                             has been bumped for rotation.

                      10.    Loop check-out auxiliaries, control systems, alarms,                                   X
                             signals, shutdown devices for continuity.

                      11.    Commission piping systems required for run-in tests.                                   X

                      12.    Commission and run-in lube and seal oil systems,                                       X
                             circulate oil and replace with clean oil, etc., as required.

                      13.    Check run-in and maintain compressor and driver.                                       X

                      14.    Check lube oil during operation for water or other                                     X
                             contaminants.

                      15.    Check bearing temperatures, vibration, etc., during                                    X
                             operation.
</TABLE>


Page 12 of 24
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      16.    Make hot alignment of compressors and do any required                                  X
                             doweling of the compressors and drivers.

                      17.    Remove all temporary screens, etc., after a reasonable
                             period of operation.

                      18.    Arrange for manufacturer's start-up services, if required.                             X

5.10
Mechanical            1.     Install all equipment and make duct work and piping                   X
Equipment such               corrections as required to obtain proper alignments.
as: CIP Skids, WFI
Stills, Clean Steam
Generators
Autoclaves, Glass
Washers
Centrifuges, etc.

                      2.     Install proper lubricants supplied by Owner.                          X

                      3.     Install packing and/or seals if not factory installed.                X

                      4.     Check driven equipment rotation manually to ensure                    X
                             freedom of movement.

                      5.     Couple driven equipment to motors after motor has been                X
                             bumped for rotation.

                      6.     Check out alignment as directed by manufacturer's                     X
                             specifications.

                      7.     Loop check-out auxiliaries, control systems, alarms,                                   X
                             signals, etc., for continuity.

                      8.     Commission piping, ductwork, lube oil systems, etc.,                                   X
                             required for run-in tests.

                      9.     Check and run-in and maintain the equipment during                                     X
                             initial operation.

                      10.    Check bearing temperatures, vibrations, etc., during                                   X
                             initial operation.

                      11.    Check lube oil during operations for water or other                                    X
                             contaminants.
</TABLE>


Page 13 of 24
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      12.    Make hot alignment of equipment and do any required                                    X
                             doweling of the equipment and drivers.

                      13.    Arrange for manufacturer's start-up services, if required.                             X

5.11
Miscellaneous         1.     Install all miscellaneous mechanical equipment such as                X
Mechanical                   loading arms, racks, mixers, filters, agitators, scales,
Equipment                    cranes, fans, etc.

                      2.     Install, lubricate as required, perform mechanical checks             X
                             and adjust all equipment prior to turning over to Owner.

                      3.     Calibrate all solids weighting and measuring devices in                                X
                             their field-installed operating positions.

                      4.     Remove all rust preventives and oils used to protect the              X
                             equipment during the construction period whenever
                             these protective materials will be detrimental to
                             operation.

                      5.     Conduct individual equipment noise surveys, as required                                X
                             by the Occupational Safety and Health Administration or
                             the Owner's specifications.

                      6.     Document all survey data.                                                              X

                      7.     Inspect facilities for completeness and correctness of                X
                             installation and make any non-operating checks to
                             ensure conformance to specifications.

                      8.     Operate all equipment and supply and load all chemical                                 X
                             and agents related to waste treatment.

                      9.     Obtain the services of a waste treatment consultant to                                 X
                             advise and monitor the system operation, as required by
                             the Owner.

5.12
Water Treating
Equipment,            1.     Carry out checks required for pumps, motors, turbines,                X
Deionizers, Sand             vessels and instruments as noted under appropriate
Beds, etc.                   sections.

                      2.     Functional check of all field-mounted valves, switches by             X
                             simulated contact closing.
</TABLE>


Page 14 of 24
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      3.     Install initial charge of ion exchange bed materials, sand            X
                             bed materials, etc.

                      4.     Provide and charge chemicals.                                                          X

                      5.     Provide operation check of cycle timing and equipment                                  X
                             operation during initial operation.

                      6.     Arrange for manufacturer's start-up services, if required.                             X

                      7.     Provide test pump for wells; test well delivery; and flush                             X
                             wells as they are made available.

5.13
Instruments and
Control               1.     Pressure test and check for continuity, all instrument                X
                             tubing runs.

                      2.     Blow down all instrument air lines and tubing                                          X
                             immediately before commissioning.

                      3.     Blow down all instrument process lead lines after                                      X
                             flushing.

                      4.     Stroke all valves and set all controllers to the correct              X
                             action.

                      5.     Set all field-mounted switches in accordance with                     X
                             instrument data sheets.

                      6.     Bench calibrate instrument and control system. Tag and                X
                             record instruments as they are calibrated.

                      7.     Check continuity of electrical circuits, systems and                  X
                             thermocouple or RTD leads.

                      8.     Fill air line lubricators with lubrication oil supplied by            X
                             Owner.

                      9.     Tune instruments when process fluids are available.                                    X
                             (Finalize control mode settings).

                      10.    Positive Displacement Flow Meters

                             Blind-off or remove from line during hydrostatic tests; do            X
                             not run on water.
</TABLE>


Page 15 of 24
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      11.    Orifice Plates

                             a.  Check material; measure bore with inside                          X
                                 micrometer; check against data sheets.

                             b.  Deliver orifice plate to Owner for installation.                  X

                             c.  Install orifice plates after completion of line flushing                           X
                                 or steam line blowdown.

                      12.    Torque Tube Level Devices

                             a.  Check mechanical operation and direction.                         X

                             b.  Commission instrument during operation.                                            X

                             c.  Make calibration checks during operation.                                          X

                      13.    Float Switches

                             a.  No calibration required; check mechanical                         X
                                 movement against output

                             b.  Commission instruments.                                                            X

                      14.    Gauge Glasses

                             Clean and check illuminators                                          X

                      15.    Pressure Gauges

                             Install immediately prior to turnover since subject to                X
                             damage during construction, except on insulated lines,
                             where installation will be as required.

                             a.  Witness                                                                            X

                      16.    Local Thermometers

                             Same practice as for pressure gauges.                                 X

                      17.    Hand Control Valves

                             Actuate each valve manually to ensure that it strokes                 X
                             properly through 100% range.
</TABLE>


Page 16 of 24
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      18.    Rupture Discs

                             a.  Check material against data sheets, install                       X
                                 holders.

                             b.  Deliver rupture discs to Owner for installation.                  X

                             c.  Install rupture discs after flushing and blowdown.                                 X

                      19.    Control Valves

                             Lubricate as required. Activate CV's through full range.              X

                      20.    Positioners

                             Check mechanical linkage.                                             X

                      21.    Distributed Control Systems

                             a.  Interconnect all vendor supplied cables                           X
                                 including grounding and power wiring.

                             b.  Power system and perform site acceptance test                     X
                                 (field wiring not connected).

                             c.  Follow steps a through d Section 5.20, item 11.                   X

                                 I.   Witness                                                                       X

                             d.  Power field instruments and check for proper                                       X
                                 valve action for analog loops.

                                 i.   Witness                                                                       X

                             e.  Perform function checkout by simulating field                                      X
                                 contacts and signals for verification of proper
                                 wiring.

                                 i.   Witness simulation test. Perform operational                                  X
                                      sequence test/

                      22.    Seal Fluids

                             Install seal fluids after completion of line flushing, testing,                        X
                             etc.

                      23.    Arrange for manufacturer's start-up services if required,                              X
                             for all instrument devices.
</TABLE>


Page 17 of 24
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
5.14
Safety Valves         1.     Blind-bind off/or gag all PSV's during line testing.                  X

                      2.     Remove blinds after testing.                                          X

                      3.     Conduct tests required by code, law or insurance.                                      X

5.15                  1.     Perform any special tests and special cleaning,                       X
Piping                       passivation or pickling required by drawings and
                             specifications.

                      2.     Hydrostatic or pneumatic test all piping as required by               X
                             drawings and specifications.

                      3.     Owner to provide any special media for testing, flushing                               X
                             and/or cleaning purposes.

                      4.     Owner to dispose of all special test media.                                            X

                      5.     Expansion joints shall be provided with temporary                     X
                             restraints, if required, for additional pressure load under
                             test or shall be isolated from the test.

                      6.     Provide and install all strainers, both temporary and                 X
                             permanent, figure eight blanks and temporary blanks
                             called for on drawings and specifications.

                      7.     Check steam tracing system for tightness and also                     X
                             proper tagging of individual shutoff valve and traps.

                      8.     Make a final flowsheet check of the piping system.                    X

                      9.     Supply and install line identification tags and signs.                                 X

                      10.    Additional flush or blowout lines at Owner's discretion.                               X

                      11.    Remove control valves, install blinds, etc., as needed for                             X
                             Owner's line flushing and replace when flushing is
                             completed.

                      12.    Check each steam tracing loop for continuity.                                          X

                      13.    Blowdown each steam tracing line ahead of steam traps.                                 X

                      14.    Remove temporary strainers after water flushing.                                       X
</TABLE>


Page 18 of 24
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      15.    Check steam trap operations on a once-a-shift duration                                 X
                             during the initial operation of steam and steam tracing
                             system.

5.16                  1.     Transformers
Electrical
Inspection                   a.  Check oil level.                                                  X
and Checkout
                             b.  Examine for mechanical damage, oil leaks, etc.                    X

                             c.  Check no-load tap changer for proper movement.                    X
                                 Place tap in center position unless instructed
                                 otherwise.

                             d.  Witness tests.                                                                     X

                      2.     Switchgear

                             a.  Inspect for damage and missing parts, alignment,                  X
                                 clearance of moving parts, etc.

                             b.  Verify that instrument transformers, instruments,                 X
                                 relays, fuses and other devices are of proper type, size
                                 and rating.

                             c.  Test or check direct trip breakers.                               X

                             d.  Perform one minute "megger" test.                                 X

                             e.  With breaker in test position, test operation with                X
                                 local, remote and manual operation.

                             f.  Test automatic transfer equipment by simulating                   X
                                 power failure or under voltage conditions.

                             g.  Set all relays in accordance with job relay                       X
                                 schedule.

                             h.  Check fuse holders for damage and fuses for size                  X
                                 and rating.

                                 I.   Witness tests.                                                                X

                      3.     Cable

                             a.  Test cables rated at less than 5000 volts with 500                X
                                 volt-megohm instrument.
</TABLE>


Page 19 of 24
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                             b.  Give high potential test to cables and terminations               X
                                 rated at 5000 volts and above. Test voltage to be
                                 80% of IPCEA factory test values.

                             c.  Witness tests.                                                                     X

                      4.     Plant Ground System

                             a.  Measure actual resistance to ground at the ground                 X
                                 loop or grid.

                             b.  Check resistance to ground of all equipment and                   X
                                 tank grounds which connect to individual ground
                                 rods.

                             c.  Witness tests.                                                                     X

                      5.     Transformer or Generator Neutral Resistance Ground

                             a.  Check grounding transformer, resistor, current                    X
                                 transformer and relay for size and rating, and set
                                 relay in accordance with job relay schedule.

                             b.  Witness tests.                                                                     X

                      6.     Main Power Supply

                             a.  Set supply breaker relays and energize supply line.                                X

                             b.  Close main breaker and check phase rotation and                   X
                                 voltage.

                             c.  Energize feeders.                                                 X

                      7.     Motor Starters

                             a.  Inspect for damage, missing parts, and mechanical                 X
                                 operation.

                             b.  Check circuit breakers, fuses, overload relays,                   X
                                 current and potential transformers for size, rating
                                 and setting.

                             c.  If oil immersed, check oil level and type of oil.                 X

                             d.  Check relay meter and control systems for continuity.             X
</TABLE>


Page 20 of 24
<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                             e.  Test starter and control circuit with "megger".                   X

                                 I.   Witness tests.                                                                X

                      8.     Induction Motors

                             a.  With motor disconnected from load, check bearing                  X
                                 lubrication and rotate by hand.

                             b.  Perform one minute "megger" test and dry motors                   X
                                 which show unacceptable low values.

                             c.  Bump motor and check rotation.                                    X

                             d.  Run motor and check temperature and vibration                                      X

                      9.     Auxiliary Power Supplies

                             a.  Check battery and charger for damage and check
                                 electrolyte for level and specific gravity.                       X

                             b.  Adjust charging current and voltage.                                               X

                             c.  Check emergency generator and automatic transfer                                   X
                                 equipment for automatic starting generation and
                                 transfer with simulated loss of normal power.

                             d.  Check static power system for AC and DC input                                      X
                                 voltage and verify that transfer is automatic by
                                 simulating loss of AC supply.

                      10.    Electronic Instrument Loops

                             a.  Check all terminations for proper and tight                       X
                                 connections, check loops for continuity and
                                 accidental ground.

                             b.  Inspect all terminal boxes for drains and breathers,              X
                                 cable seals and moisture.

                             c.  Check for proper type T/C wire.                                   X

                             d.  Check power supply and fuses at control board,                    X
                                 control loops and field instruments

                             e.  Witness checkout.                                                                  X
</TABLE>


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<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  BY
     EQUIPMENT                   MECHANICAL COMPLETION AND PRECOMMISSIONING                    KVAERNER             BY
                                        DIVISION OF RESPONSIBILITIES                                              OWNER
<S>                   <C>                                                                      <C>                <C>
                      11.    Kvaerner Designed Electrical Control. Systems

                             (For mechanical packaged equipment, refer to
                             Paragraph 2.7.2)

                             a.  Check continuity of all electrical circuits.                      X

                             b.  Check function and control arrangement of field                                    X
                                 mounted switches.

                             c.  Perform functional checkout by simulating field                                    X
                                 contacts and signals.`

                             d.  Perform sequence tests.                                                            X

5.17
Fire Protection       1.     Check firewater mains, laterals and hydrants for                      X
Facilities                   completeness of installations.

                      2.     Hydrotest firewater mains and laterals.                               X

                      3.     Commission and, afterward, operate firewater mains,                                    X
                             laterals, hydrants and other firefighting equipment.

5.18
Buildings             1.     Check for completeness of work as shown on drawings.                  X

                      2.     Check installation of all equipment provided by Kvaerner              X
                             and Owner furnished items installed by Kvaerner.

                      3.     Provide initial balance of HVAC systems.                              X

                      4.     Commission lavatories, elevators, and all other building                               X
                             services equipment.

                      5.     Start-up and adjust HVAC systems under the direction of                                X
                             Owner's maintenance group or service contract
                             personnel.

                      6.     Assume building and equipment maintenance upon                                         X
                             occupancy.

                      7.     Provide all furniture and business equipment, unless                                   X
                             otherwise specified.
</TABLE>


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<PAGE>

       BIOTECH/PHARMACEUTICAL MECHANICAL COMPLETION, PRECOMMISSIONING AND
                              ACCEPTANCE PROCEDURE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   FORM NO                          TITLE                        REV      DATE
<S>            <C>                                               <C>   <C>
DP-807-1.001   Certificate of Acceptance (Direct Hire Version)    1     01 FE 93
DP-807-1.002   Master Punch List                                  1     01 Fe 93
DP-807-1.003   Punch List                                         1     01 FE 93
</TABLE>


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