<PAGE>
As filed with the Securities and Exchange Commission on August 15, 1996
Registration No. 333-
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMCLONE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 04-2834797
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 Varick Street
New York, New York 10014
(Address of principal executive offices) (Zip code)
ImClone Systems Incorporated 1996 Incentive Stock Option Plan
ImClone Systems Incorporated 1996 Non-Qualified Stock Option Plan
(Full title of the plan)
-----------------------------
Harlan W. Waksal
Executive Vice President and Chief Operating Officer
ImClone Systems Incorporated
180 Varick Street
New York, New York 10014
(Name and address of agent for service)
(212) 645-1405
(Telephone number, including area code, of agent for service)
Copy to:
Brian W. Pusch, Esq.
Law Offices of Brian W Pusch
29 West 57th Street
Penthouse Suite
New York, New York 10019
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered registered (1) per share (2) offering price(2) fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,850,000 $7.5625 $13,990,625 $4,825
$.001 par value shares
</TABLE>
- ------------------------------------------------------------------------
(1) Plus such additional indeterminate number of shares as may
be issuable pursuant to the anti-dilution provisions of the
Plan.
(2) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(c) and Rule 457(h)
under the Securities Act of 1933, as amended, the proposed
maximum offering price per share and the proposed maximum
aggregate offering price have been determined on the basis
of the average of the high and low prices of the Common
Stock on the National Association of Securities Dealers,
Inc. Automated Quotation/National Market System on August 9,
1996, as reported by The Wall Street Journal.
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by
ImClone Systems Incorporated, a Delaware corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference herein and shall be deemed to be a part
hereof:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1996 and June 30, 1996.
3. The Company's Current Reports on Form 8-K, dated
February 5, 1996 and February 14, 1996.
4. The description of the Company's Common Stock, par
value $.001 per share, contained in its Registration Statement on
Form 8-A filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to
collectively as the "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation sets forth the
extent to which officers or directors of the Company may be indemnified
against any liabilities which they may incur. The general effect of
such charter provision is that any person made a party to an action,
suit or proceeding by reason of the fact that he is or was a director or
officer of the Company, or of another corporation or other enterprise
which he served as such at the request of the Company, shall be
indemnified by the Company against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) reasonably incurred by
him in connection with such action, suit or proceeding, to the full
extent permitted under the laws of the State of Delaware. The Company's
Certificate of Incorporation gives the Board of Directors the authority
to extend such indemnification to employees and other agents of the
Company as well.
The general effect of the indemnification provisions
contained in Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") is as follows: A director or officer who, by
reason of such directorship or officership, is involved in any action,
suit or proceeding (other than an action by or in the right of the
corporation) may be indemnified by the corporation against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was
unlawful. A director or officer who, by reason of such directorship or
officership, is involved in any action or suit by or in the right of the
corporation may be indemnified by the corporation against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as
to which he shall have been adjudged to be liable to the corporation
unless and only to the extent that a court of appropriate jurisdiction
shall approve such indemnification.
The Company's Certificate of Incorporation provides that, to
the maximum extent permitted under the DGCL, a director of the Company
shall not be personally liable to the Company or to any of its
stockholders for monetary damages for breach of fiduciary duty as a
director of the Company. Section 102(b)(7) of the DGCL permits a
corporation to include in its certificate of incorporation a provision
that eliminates or limits the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.
The Company maintains $2 million in insurance for its
officers and directors in connection with claims against them in their
capacity as officers or directors.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4.1 --Certificate of Incorporation of the Company, as amended,
(incorporated by reference to Exhibit No. 3.1 to the
Company's Registration Statement on Form S-1, File No. 33-
43064)
4.2 --By-Laws of the Company (incorporated by reference to
Exhibit No. 3.2 to the Company's Registration Statement on
Form S-1, File No. 33-43064)
5 --Opinion of Brian W. Pusch, Esq.
23.1 --Consent of KPMG Peat Marwick LLP
23.2 --Consent of Brian W. Pusch, Esq. (included in Exhibit 5)
24 --Power of Attorney (included on signature pages of this
Registration Statement)
99.1 --ImClone Systems Incorporated 1996 Incentive Stock Option
Plan (incorporated by reference to Exhibit A to the
definitive Proxy Statement for the 1996 Annual Meeting of
Stockholders, held on June 3, 1996, File No. 0-19612 (the
"1996 Proxy Statement"))
99.2 --Form of Incentive Stock Option Agreement relating to
options granted under the ImClone Systems Incorporated 1996
Incentive Stock Option Plan
99.3 --ImClone Systems Incorporated 1996 Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit B to the
1996 Proxy Statement)
99.4 --Form of Non-Qualified Stock Option Agreement relating to
options granted under the ImClone Systems Incorporated 1996
Non-Qualified Stock Option Plan
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which
II-3
<PAGE>
was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State
of New York, on the 15th day of August, 1996.
IMCLONE SYSTEMS INCORPORATED
By: /s/ SAMUEL D. WAKSAL
Samuel D. Waksal
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. Each person whose
individual signature appears below hereby authorizes Samuel D. Waksal,
Harlan W. Waksal and John B. Landes, or any one of them, to execute in
the name of each such person and to file any amendment to this
Registration Statement and appoints Samuel D. Waksal, Harlan W. Waksal
and John B. Landes, or any one of them, as attorney-in-fact to sign on
his behalf individually and in each capacity stated below and to file
any amendments to this Registration Statement, including any and all
post-effective amendments.
Signature Title Date
- --------- ----- ----
/s/ ROBERT F. GOLDHAMMER Chairman of the Board August 6, 1996
(Robert F.Goldhammer) and Director
/s/ SAMUEL D. WAKSAL President, Chief Executive August 15, 1996
(Samuel D. Waksal) Officer and Director
(Principal Executive Officer)
/s/ HARLAN W. WAKSAL Executive Vice President, August 15, 1996
(Harlan W. Waksal) Chief Operating Officer
and Director
II-5
<PAGE>
/s/ DR. CARL GOLDFISCHER Vice President of Financial August 15, 1996
(Dr. Carl Goldfischer) and Strategic Planning and
Chief Financial Officer
(Principal Financial Officer)
/s/ JEAN CARVAIS Director August 15, 1996
(Jean Carvais)
/s/ VINCENT T. DEVITA, JR Director August 15, 1996
(Vincent T.DeVita, Jr.)
/s/ PAUL B. KOPPERL Director August 15, 1996
(Paul B. Kopperl)
/s/ WILLIAM R. MILLER Director August 15, 1996
(William R. Miller)
/s/ DAVID M. KIES Director August 15, 1996
(David M. Kies)
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
4.1 --Certificate of Incorporation of the Company, as amended,
(incorporated by reference to Exhibit No. 3.1 to the
Company's Registration Statement on Form S-1, File No. 33-
43064)
4.2 --By-Laws of the Company (incorporated by reference to
Exhibit No. 3.2 to the Company's Registration Statement on
Form S-1, File No. 33-43064)
5 --Opinion of Brian W. Pusch, Esq.
23.1 --Consent of KPMG Peat Marwick LLP
23.2 --Consent of Brian W. Pusch, Esq. (included in Exhibit 5)
24 --Power of Attorney (included on signature pages of this
Registration Statement)
99.1 --ImClone Systems Incorporated 1996 Incentive Stock Option
Plan (incorporated by reference to Exhibit A to the
definitive Proxy Statement for the 1996 Annual Meeting of
Stockholders, held on June 3, 1996, File No. 0-19612 (the
"1996 Proxy Statement"))
99.2 --Form of Incentive Stock Option Agreement relating to
options granted under the ImClone Systems Incorporated 1996
Incentive Stock Option Plan
99.3 --ImClone Systems Incorporated 1996 Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit B to the
1996 Proxy Statement)
99.4 --Form of Non-Qualified Stock Option Agreement relating to
options granted under the ImClone Systems Incorporated 1996
Non-Qualified Stock Option Plan
</TABLE>
<PAGE>
EXHIBIT 5
LAW OFFICES OF
BRIAN W PUSCH
ATTORNEYS AT LAW
PENTHOUSE SUITE
29 WEST 57TH STREET
NEW YORK, NY 10019
TELEPHONE (212) 980-0408
FACSIMILE (212) 980-7055
August 15, 1996
ImClone Systems Incorporated
180 Varick Street
New York, New York 10014
IMCLONE SYSTEMS INCORPORATED
1,850,000 Shares
Common Stock, $.001 par value
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I am acting as special counsel to ImClone Systems
Incorporated, a Delaware corporation (the "Company"), in connection with
the filing by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), of a registration statement on Form S-8 (the "Registration
Statement") relating to an aggregate of 1,850,000 shares (the "Shares")
of the Company's Common Stock, par value $.001 per share, which may be
purchased by the holders of options granted pursuant to the ImClone
Systems Incorporated 1996 Incentive Stock Option Plan and the ImClone
Systems Incorporated 1996 Non-Qualified Stock Option Plan (collectively,
the "Plans") and by the holders of certain warrants of the Company
issued to certain employees, consultants, officers and directors of the
Company (collectively, the "Warrants").
This opinion is being furnished pursuant to the requirements
applicable to Item 8 of Part II of the Registration Statement.
In connection with this opinion, I have examined and relied
on originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, documents, agreements or other
instruments of the Company and its subsidiaries, orders, rulings and
certificates of public officials, officers and representatives of the
Company and its subsidiaries and such other persons, have made
investigations of law, and have discussed with officers and other
representatives of the Company and its subsidiaries such questions of
fact, as I have
<PAGE>
ImClone Systems Incorporated
August 15, 1996
Page 2
deemed proper and necessary as a basis for the opinions
hereinafter expressed.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinions expressed herein
which were not independently established or verified, I have relied upon
statements and representations of officers and other representatives of
the Company and others.
I do not purport to express an opinion herein concerning any
laws other than the laws of the State of New York and the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion
that the Shares are duly authorized and that (1) when the Registration
Statement shall have become effective, (2) when the provisions of the
securities and blue sky laws of certain jurisdictions shall have been
complied with and (3) when the Shares, certificates for which shall have
been duly executed, shall have been duly delivered against payment of
the consideration therefor in accordance with the Plans or the Warrants,
as the case may be, the Shares will be legally issued and fully-paid and
non-assessable under the laws of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ BRIAN W. PUSCH
Brian W. Pusch
BWP:pb
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
ImClone Systems Incorporated
We consent to the use of our report incorporated herein by reference.
KPMG PEAT MARWICK LLP
August 15, 1996
<PAGE>
Option #000---
IMCLONE SYSTEMS INCORPORATED
STOCK OPTION UNDER
1996 INCENTIVE STOCK OPTION PLAN
1. This Stock Option for a total of ______shares of Common
Stock of ImClone Systems Incorporated, a Delaware corporation (the
"Company"), is hereby granted to __________ (the "Optionee") at the
price determined as provided in, and in all respects subject to the
terms and provisions of, the 1996 Incentive Stock Option Plan (the
"Plan") adopted by the Company as amended, which is incorporated by
reference herein. This Option is intended to qualify as an incentive
stock option under section 422 of the Internal Revenue Code of 1986, as
amended.
2. The option price is $_____ per share, being 100% of the
fair market value, as determined by the Stock Option Committee, of the
Common Stock on the Date of Grant of this Option.
3. This Option may not be exercised if the grant of this Option
or the issuance of shares upon the exercise thereof would constitute a
violation of any applicable Federal or State securities law, or any
other law or governmental regulation. As a condition to the Optionee's
exercise of this Option, the Company may require the person exercising
this Option to make any representation and warranty to the Company as
may be required by any applicable law or regulation.
4. This Option may not be transferred in any manner otherwise
than by will or the laws of descent or distribution, or pursuant to a
qualified domestic relations order ("QDRO") as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
During the Participant's lifetime, options shall be exercised only by
such Participant, such Participant's guardian or legal representative,
or such Participant's transferee pursuant to a QDRO. The terms of this
Option shall be blinding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
5. This Option shall be exercisable cumulatively, subject to
the provisions of the Plan, as follows:
(a) 25% of the shares on or after each of the first,
second, third and fourth anniversaries of the Date of the Grant.
<PAGE>
6. This Option may not be exercised more than ten years from
the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the
terms of this Option.
7. By acceptance of this Option, the holder of this Option
agrees, on behalf of the holder and such holder's heirs, executors,
administrators and assigns that, in connection with any underwritten
public offering of shares of Common Stock, the holder and the holder's
heirs, executors, administrators and assigns will enter into such
restrictions on the sale or transfer of the shares of Common Stock
issuable upon exercise of this Option as the Company and any
underwriter(s) for such offering may reasonably request in order to
facilitate the offer, sale and distribution of securities of the Company
in connection with such offering, whether or not this option has been
exercised at the time of such offering.
ImClone Systems Incorporated
____________________________
Date of Grant:
Attest: _________________
<PAGE>
Optionee acknowledges receipt of a copy of this Plan, a copy of
which is annexed hereto, and represents that he/she is familiar with the
terms and provisions thereof, and hereby accepts this Option, subject to
all the terms and provisions thereof, except as otherwise stated in the
Option. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Stock Option Committee, or
Board of Directors, as applicable upon any questions arising under the
Plan.
_________________________
Optionee
Optionee Name (Print):
IncentiveStock Option No:
Date:
<PAGE>
Option # N0000--
IMCLONE SYSTEMS INCORPORATED
STOCK OPTION UNDER
1996 NON-QUALIFIED STOCK OPTION PLAN
1. This Stock Option for a total of ------- shares of
Common Stock of ImClone Systems Incorporated, a Delaware corporation
(the "Company"), is hereby granted to ---------- (the "Optionee") at
the price determined as provided in, and in all respects subject to the
terms and provisions of, the 1996 Non-Qualified Stock Option Plan (the
"Plan") adopted by the Company, which is incorporated by reference
herein.
2. The option price is $----- per share.
3. This Option may not be exercised if the grant of this
Option or the issuance of shares upon the exercise thereof would
constitute a violation of any applicable Federal or State securities
law, or any other law or governmental regulation. As a condition to the
exercise of this Option, the Company may require the person exercising
this Option to make any representation and warranty to the Company as
may be required be any applicable law or regulation.
4. This Option may not be transferred in any manner
otherwise than by will or the laws of descent or distribution, or
pursuant to a qualified domestic relations order ("QDRO") as defined by
the Internal Revenue Code of 1986, as amended, or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder. During the Participant's lifetime, options shall be
exercised only by such Participant, such Participant's guardian or legal
representative, or such Participant's transferee pursuant to a QDRO.
The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. This Option shall be exercisable cumulatively, subject to
the provisions of the Plan, as follows:
(a) 25% of the shares on or after each of the first,
second, third and fourth anniversaries of the date of grant.
<PAGE>
6. This Option may not be exercised more than ten years from
the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the
terms of this Option.
7. By acceptance of this Option, the holder of this Option
agrees, on behalf of the holder and such holder's heirs, executors,
administrators and assigns that, in connection with any underwritten
public offering of shares of Common Stock, the holder and the holder's
heirs, executors, administrators and assigns will enter into such
restrictions on the sale or transfer of the shares of Common Stock
issuable upon exercise of this Option as the Company and any
underwriter(s) for such offering may reasonably request in order to
facilitate the offer, sale and distribution of securities of the Company
in connection with such offering, whether or not this option has been
exercised at the time of such offering.
ImClone Systems Incorporated
By:__________________________
Date of Grant: Attest:____________________
<PAGE>
Optionee acknowledges receipt of a copy of this Plan, a copy of
which is annexed hereto, and represents that he/she is familiar with the
terms and provisions thereof, and hereby accepts this Option, subject to
all the terms and provisions thereof, except as otherwise stated in the
Option. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Stock Option Committee, or
Board of Directors, as applicable upon any questions arising under the
Plan.
_________________________
Optionee
Optionee Name:
Non-Qualified Stock Option No:
Date:______________
