Exhibit 10.41

[NOTE:
CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS BY IMCLONE SYSTEMS INCORPORATED. THESE PORTIONS HAVE
BEEN MARKED WITH AN ASTERISK ENCLOSED IN BRACKETS (I.E., [*]). THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]

AMENDMENT NO. 2 TO DEVELOPMENT, PROMOTION,
DISTRIBUTION AND SUPPLY AGREEMENT

This AMENDMENT NO. 2 dated as of July 27, 2007 (this "Amendment No. 2"), is entered into by and
among E.R. SQUIBB & SONS, LLC, a limited liability company organized and existing under the laws of the State of Delaware, having offices located at Route 206 and Province Line Road, Princeton,
New Jersey 08543 ("ERS"), BRISTOL-MYERS SQUIBB COMPANY, a corporation organized and existing under the laws of the State of Delaware, having offices
located at Route 206 and Province Line Road, Princeton, New Jersey 08543 ("BMS") and IMCLONE SYSTEMS INCORPORATED, a corporation organized under the
laws of the State of Delaware, having offices located at 180 Varick Street, New York, New York 10014 (the "Company").

WHEREAS
ERS, BMS and the Company (collectively, the "Parties") are parties to the Development, Promotion, Distribution and Supply
Agreement among ERS, BMS and the Company dated as of September 19, 2001, as amended by Amendment No. 1 dated as of March 5, 2002 ("Amendment
No. 1"), by and among the Parties (the agreement as so amended, the "Agreement"), pursuant to which the Parties have
agreed to collaborate on the development and commercialization of Products in the Territory;

WHEREAS
simultaneously with the execution of this Amendment No. 2, and as a condition to the effectiveness of this Amendment No. 2, the Parties are entering into a Letter
of Intent Regarding the Japan Co-Commercialization Agreements (as defined below) and the Side Letter (as defined below), and executing the Release and Waiver (as defined below);

NOW
THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and
subject to the conditions set forth herein, the Parties hereby agree to amend the Agreement as follows:

Definitions.    Capitalized
terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Agreement.
References in the Agreement to "this Agreement" shall be deemed to refer to the Agreement as amended by this Amendment No. 2. Notwithstanding the foregoing, the date of the Agreement, as
amended hereby, shall in all instances remain September 19, 2001, and references to "the date hereof", "the date of this Agreement" and "the Effective Date" in the Agreement shall continue to
refer to September 19, 2001.

Confidential
Treatment Requested

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SECTION
1.    Amendments to Section 1 and Exhibits.



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SECTION 2.    Amendments to Section 2 of the Agreement.



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"2.6Agenda; Minutes of Committee Meetings.



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SECTION
3.Amendment to Section 4.3 of the Agreement.    Section 4.3 of
the Agreement is hereby deleted in its entirety and replaced with the following:



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SECTION
4.    Amendment to Section 4.5 of the Agreement.    (a) Section 4.5(a) is hereby deleted in its entirety
and replaced with the following:



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SECTION
5.    Amendment to Section 4.6 of the Agreement.    Section 4.6 of the Agreement is hereby deleted in its entirety
and replaced with the following:



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SECTION
6.    Amendment to Section 4.10 of the Agreement.    Section 4.10 of the Agreement is hereby deleted in its
entirety and replaced with the following:



SECTION
7.    Amendment to Section 6 of the Agreement.    (a) Section 6.3 is hereby deleted in its entirety and
replaced with the following:



(b)   Section 6
is hereby amended by inserting at the end the following Section:



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SECTION
8.    Amendments to Section 7 of the Agreement.    (a) Section 7.2 is hereby deleted in its entirety and
replaced with the following:



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(b)   Section 7.4
is hereby deleted in its entirety and replaced with the following:



(c)   Section 7.5
is hereby deleted in its entirety and replaced with the following:



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SECTION
9.    Amendment to Section 8.6 of the Agreement.    (a) Section 8.6(a) of the Agreement is hereby deleted in
its entirety and replaced with the following:



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(b)   Section 8.6(c)
of the Agreement is hereby deleted in its entirety and replaced with the following:



(c)   Section 8.6(d)
of the Agreement is hereby deleted in its entirety and replaced with the following:



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SECTION
10.    Amendment to Section 8.12 of the Agreement.    Paragraph (b) of Section 8.12(b) of the Agreement is
hereby deleted in its entirety and replaced with the following:



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SECTION 11.    Amendments to Section 12 of the Agreement.    (a) Section 12.1 is hereby deleted in its entirety and
replaced with the following:



(b)   Section 12.2
is hereby deleted in its entirety and replaced with the following:



(c)   Section 12.3
is hereby deleted in its entirety and replaced with the following:



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SECTION
12.    Amendment to Section 16.7 of the Agreement.    Section 16.7 of the Agreement is hereby deleted in its
entirety and replaced with the following:



SECTION
13.    Amendment to Section 16.9 of the Agreement.    Section 16.9 of the Agreement is hereby amended by inserting
at the end the following sentence:



SECTION
14.    Amendment to Amendment No. 1.    Amendment No. 1 is hereby amended by deleting in its entirety Sections 2
and 3.1 of Amendment No. 1.

SECTION
15.    Effectiveness; Amendments; Counterparts.    This Amendment No. 2 shall become effective upon the last to occur of:
(i) ERS having received payment of all amounts due under Section 6.6, (ii) the Parties having executed the Release and Waiver, (iii) all the parties thereto having executed
the Letter of Intent Regarding the Japan Co-Commercialization Agreements and (iv) the Parties having executed the Side Letter. No amendment, modification or supplement of any
provisions of this Amendment No. 2 shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party. This Agreement may be executed simultaneously in any
number of counterparts, any one of which need not contain the signature of more than one Party but all such counterparts taken together shall constitute one and the same agreement.

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SECTION
16.    Representations and Warranties.    Each Party represents and warrants to each of the other Parties, as of the date of this
Amendment No. 2, that:



SECTION
17.    Rights.    Except as specifically set forth herein, the Agreement shall remain unchanged and in full force and effect. The
Parties acknowledge and agree that there are no amendments, modifications or waivers in respect of the Agreement other than those specifically set forth in this Amendment No. 2.

SECTION
18.    Confidentiality.    The Parties hereby agree that, unless required by law, they, their Affiliates and their respective
employees, officers, directors and other representatives shall not publish or otherwise disclose the contents of, or make any other public disclosure with respect to (including any disclosure with
respect to the background of and negotiations leading up to), this Amendment No. 2 and its Schedules, Exhibits and Annexes, the Side Letter, the Letter of Intent Regarding the Japanese
Co-Commercialization Agreements and the Release and Waiver. The Parties will work together to identify the provisions of Amendment No. 2 (including its Schedules, Exhibits and
Annexes) for which they will seek confidential treatment, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 and will use commercially reasonable efforts to seek such
confidential treatment. Following the execution of this Amendment No. 2, the Side Letter, the Letter of Intent Regarding the Japanese Co-Commercialization Agreements and the Release
and Waiver, each of the Parties may (x) issue a press release in the form attached hereto as Exhibit 19(A), (y) file a Form 8-K referencing such press
release and (z) file this Amendment No. 2 as an exhibit to a Form 10-Q.

SECTION
19.    APPLICABLE LAW.    THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

SECTION
20.    Headings.    The descriptive headings of this Amendment No. 2 are for convenience only, and shall be of no force or
effect in construing or interpreting any of the provisions of this Amendment No. 2.

SECTION
21.    Entire Agreement.    The Agreement (for clarity, as amended by this Amendment No. 2), the Letter of Intent
Regarding the Japan Co-Commercialization Agreements, the Side Letter and the Release and Waiver constitute the entire agreement among the Parties with respect to the subject matter of this
Amendment No. 2 and supersede all prior agreements and understandings, both oral and written, among the Parties with respect to the subject matter of this Agreement.

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IN
WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to be duly executed by their respective authorized officers as of the day and year first written above.

| |  | BRISTOL-MYERS SQUIBB COMPANY,
| |  | -----------------------------
| |  | By:                          
| |  |                              
| |  |                              
| |  |                              
| |  | IMCLONE SYSTEMS INCORPORATED,
| |  | By:                          
| |  |                              
| |  |                              
| |  |                              
| |  | E.R. SQUIBB & SONS, LLC,     
| |  | By:                          
| |  |                              
| |  |                              
| |  |                              

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Information to be provided in a Clinical Development Plan

EXHIBIT 1.20

|Tumor type:                                                                         |                                  |                                                                                         
|----------------------------------------------------------------------------------- | -------------------------------- | ----------------------------------------------------------------------------------------
|Indication:                                                                         |                                  |                                                                                         
|Phase of study:                                                                     |                                  |                                                                                         
|Type of study                                                                       |                                  | [Approved Study], [Contingent Approved Study] or [Sole-Funded SFI Registrational Study].
|Name of study:                                                                      |                                  |                                                                                         
|Study design:                                                                       |                                  |                                                                                         
|No. of patients:                                                                    |                                  |                                                                                         
|Study endpoint:                                                                     |                                  |                                                                                         
|Objective of study/deliverables:                                                    |                                  |                                                                                         
|Study start date:                                                                   |                                  |                                                                                         
|Study end date:                                                                     |                                  |                                                                                         
|Status/file date:                                                                   |                                  |                                                                                         
|Contingencies (go/no-go criteria):                                                  |                                  |                                                                                         
|Responsible Party:                                                                  |                                  |                                                                                         
|Responsibility for funding:                                                         |                                  |                                                                                         
|Clinical Budget Information (Approved Studies and Contingent Approved Studies only) |                                  |                                                                                         
|Budgeted Aggregate Development Costs through completion:                            |                                  |                                                                                         
|Budgeted Annual Development Costs:                                                  |                                  |                                                                                         
|                                                                                    | [Year 1](1):                     |                                                                                         
|                                                                                    | [Year 2]:                        |                                                                                         
|                                                                                    | [Year 3]:                        |                                                                                         
|Estimated Annual Development Costs through completion:                              |                                  |                                                                                         
|                                                                                    | [Year 4]:                        |                                                                                         
|                                                                                    | [Year 5]:                        |                                                                                         
|                                                                                    | [additional years as necessary]: |                                                                                         
|Budgeted grant costs (and other third-party costs including CRO costs):             |                                  |                                                                                         
|                                                                                    | [Year 1]:                        |                                                                                         
|                                                                                    | [Year 2]:                        |                                                                                         
|                                                                                    | [Year 3]:                        |                                                                                         
|Budgeted aggregate costs for clinical supplies through completion:                  |                                  |                                                                                         
|Budgeted internal FTE costs through completion:                                     |                                  |                                                                                         

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SCHEDULE 4.3(g)(i)

|Specified Phase III Study(1) |  | Corresponding Specified Signal Finding Study
|---------------------------- |  | --------------------------------------------
|ID 22 [*]                    |  | ID 16 [*]                                   
|ID 23 [*]                    |  | ID 19 [*]
ID 20 [*]                         
|ID 24 [*]                    |  | ID 17 [*]                                   

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EXHIBIT 1.20A

2007-2009 CLINICAL DEVELOPMENT PLAN

[*]

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