IMCLONE SYSTEMS INC/DE, S-8, 2000-02-11

IMCLONE SYSTEMS INC/DE
S-8, 2000-02-11
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)

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As filed with the Securities and Exchange Commission on February 11, 2000
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, As Amended
ImClone Systems Incorporated 1996 Non-Qualified Stock Plan, As Amended
ImClone Systems Incorporated 1998 Non-Qualified Stock Option Plan, As Amended
Option to Purchase 60,000 Shares of Common Stock
(Full title of the plan)

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

John B. Landes
Vice President, Business Development and General Counsel
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:
Richard A. Drucker, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
CALCULATION OF REGISTRATION FEE
<TABLE>

=====================================================================================================================
Proposed
maximum Proposed maximum
Title of securities Amount to be offering price per aggregate Amount of
to be registered registered (1) share offering price registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Common Stock, $.001 par value........ 2,000,000 shares $ 68.94 (2) $ 137,880,000 (2) $36,400.32
1,000,000 shares $ 68.94 (2) $ 68,940,000 (2) $18,200.l6
60,000 shares $ 8.44 (3) $ 506,400 (3) $ 133.70
- ---------------------------------------------------------------------------------------------------------------------
Totals............................ 3,060,000 shares $ 207,326,400 $54,734.18
=====================================================================================================================
</TABLE>

- -------------------
(1) Plus an additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the Plans (as defined) and
award agreements. This total represents (i) 1,000,000 shares of Common
Stock reserved for issuance pursuant to the options granted or which may
be granted under either of the ImClone Systems Incorporated 1996 Incentive
Stock Option Plan, As Amended or the ImClone Systems Incorporated 1996
Non-Qualified Stock Plan, As Amended, (ii) 2,000,000 shares of Common
Stock reserved for issuance pursuant to options granted or which may be
granted under the ImClone Systems Incorporated 1998 Non-Qualified Stock
Option Plan, As Amended (together with the 1996 Incentive Stock Option
Plan and the 1996 Non-Qualified Stock Plan, the "Plans"), and (iii) 60,000
shares of Common Stock reserved for issuance to the Company's Vice
President, Product and Process Development pursuant to an Option Agreement
dated as of January 4, 1999.

(2) Estimated solely for the purposes 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 has been
determined based on the average of the high and low prices of the Common
Stock on February 7, 2000, as reported by NASDAQ National Market.

(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee of options granted and outstanding, based
on an exercise price of $8.44.

================================================================================

<PAGE>

SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plans as specified under Rule 428(b)(i) under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be, and are
not being, filed by the Company with the Securities and Exchange Commission
(the "Commission"), either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Such documents, together with the documents incorporated by
reference herein pursuant to Item 3 of Part II of this Registration Statement
on Form S-8, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by the Company as
Registrant:

1. The Company's Registration Statements on Form S-8, Registration
Numbers 333-64825 and 333-95894, filed with respect to the Company's
1996 Incentive Stock Option Plan and the Company's 1996 NonQualified
Stock Option Plan, respectively.

2. The Company's Registration Statement on Form S-8, Registration Number
333-64827, with respect to the Company's 1998 Non-Qualified Stock
Option Plan.

3. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.

4. All reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act")
since December 31, 1998.

5. 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 de-registers 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 Prospectus to the extent that a
statement contained therein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statements so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

John P. Landes, who has issued the Opinion of the Company's Law
Department on the legality of the Common Stock of the Company offered hereby,
is Vice President, Business Development and General Counsel of

<PAGE>

the Company. Mr. Landes owns Company Common Stock and/or holds employee stock
options to purchase Company Common Stock.

Item 6. Indemnification of Directors and Officers.

The Company's Certificate of Incorporation and Bylaws set forth the
extent to which officers and directors of the Company may be indemnified
against any liabilities which they may incur. The general effect of such
provisions is that, on the terms and conditions set forth in the Company's
Certificate of Incorporation and Bylaws, any person made a party or threatened
to be made a party to an action, suit or proceeding by reason of the fact that
he or she is or was a director or officer of the Company, or is or was serving
as a director, officer, employee or agent of another corporation or other
enterprise at the request of the Company, shall be indemnified by the Company
against expenses (including attorney's fees, judgments, fines and amounts paid
in settlement) reasonably incurred or suffered by him or her in connection with
such action, suit or proceeding, to the full extent permitted under the laws of
the State of Delaware; provided, however, that, subject to certain limited
exceptions, the Company shall indemnify any such person seeking indemnification
in connection with a proceeding initiated by such person only if such
proceeding was authorized by the Board of Directors of the Company. The
Company's Certificate of Incorporation gives the Board of Directors of the
Company 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 in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe that his or her 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
attorney's fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he or she acted in
good faith and in a manner he or she 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 or she 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, (iii) 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 in improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

Item 7. Exemption for Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following are filed as part of this Registration Statement:

<PAGE>

Exhibit No. Description
----------- -----------

4.1 Certificate of Incorporation of the Company, as amended, (
incorporated by reference to Exhibit 3.1 to ImClone Systems
Incorporation's Registration Statement on Form S-1, File No.
33-43064).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3.2 to ImClone Systems Incorporated's Registration Statement on
Form S-1, File No. 33-43064).
5.1 Opinion of John P. Landes with respect to the legality of
the securities being registered. (Filed herewith).
23.1 Consent of KPMG LLP. (Filed herewith).
23.2 Consent of Counsel (Included in Exhibit 5.1).
24. Power of Attorney. (Included on signature pages to this
Registration Statement).
99.1 ImClone Systems Incorporated 1996 Incentive Stock Option Plan,
As Amended. (Filed herewith).
99.2 ImClone Systems Incorporated 1996 Non-Qualified Stock Option
Plan, As Amended. (Filed herewith).
99.3 ImClone Systems Incorporated 1998 Non-Qualified Stock Option
Plan, As Amended. (Filed herewith).
99.4 Option Agreement, dated as of January 4, 1999, between ImClone
Systems Incorporated and Dr. S. Joseph Tarnowski. (Filed
herewith).

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;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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 the Registration Statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, 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.

(3) To remove from the registration statement 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, each filing of the
Registrant's annual report, pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

<PAGE>

(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 11th day of
February 2000.

IMCLONE SYSTEMS INCORPORATED

By: /s/ Samuel D. Waksal
--------------------------------------
Samuel D. Waksal
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, 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
of them, to execute in the name and on behalf 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 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.

<TABLE>

Signature Title Date
--------- ----- ---
<S> <C> <C>
/s/ Robert F. Goldhammer
- -------------------------------- Chairman of the Board and Director February 11, 2000
Robert F. Goldhammer

/s/ Samuel D. Waksal
- -------------------------------- President, Chief Executive Officer and Director February 11, 2000
Samuel D. Waksal (Principal Executive Officer)

/s/ Harlan W. Walsal
- -------------------------------- Executive Vice President, Chief Operating Officer February 11, 2000
Harlan W. Walsal and Director

/s/ Carl Goldfischer
- -------------------------------- Vice President of Finance and Chief Financial February 11, 2000
Carl Goldfischer Officer (Principal Financial and Accounting
Officer)
/s/ Jean Carvais
- -------------------------------- Director February 11, 2000
Jean Carvais

/s/ Vincent T. DeVita, Jr.
- -------------------------------- Director February 11, 2000
Vincent T. DeVita, Jr.

/s/ Paul B. Kopperl
- -------------------------------- Director February 11, 2000
Paul B. Kopperl

/s/ William R. Miller
- -------------------------------- Director February 11, 2000
William R. Miller

/s/ Davis M. Kies
- -------------------------------- Director February 11, 2000
Davis M. Kies

/s/ John Mendelsohn
- -------------------------------- Director February 11, 2000
John Mendelsohn

/s/ Richard Barth
- -------------------------------- Director February 11, 2000
Richard Barth

S-1

</TABLE>
<PAGE>

EXHIBIT INDEX

Exhibit No. Description
----------- -----------

Exhibit 5.1

[Letterhead of ImClone Systems Incorporated]

February 11, 2000

Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

Ladies and Gentlemen:

As Vice President, Business Development and General Counsel of ImClone
Systems Incorporated (the "Company), I advise you as follows in connection with
the filing by the Company of a Registration Statement on Form S-8 being filed
by the Company on the date hereof (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to 2,000,000 shares of common stock, $.001
par value per share, of the Company which may be issued pursuant to the ImClone
Systems Incorporated 1996 Incentive Stock Option Plan, As Amended and/or the
ImClone Systems Incorporated 1996 Non-Qualified Stock Plan, As Amended,
1,000,000 shares of common stock, $.001 par value per share, of the Company
which may be issued pursuant to the ImClone Systems Incorporated 1998
Non-Qualified Stock Option Plan, As Amended and 60,000 shares of common stock,
$.001 par value per share, of the Company reserved for issuance to the
Company's Vice President, Product and Process Development pursuant to an option
agreement dated as of January 4, 1999 (the "Common Stock").

I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such corporate documents and records which I have deemed
necessary or appropriate for the purposes of the opinion and have conducted
such other investigations of fact and law as I have deemed necessary or
advisable for purposes of this opinion. I have assumed that the signatures
(other than those of officers of the Company) on all documents that I have
examined are genuine.

Based upon the foregoing, I am of the opinion that the Common Stock is
validly authorized and, when issued under each of the plans described above in
accordance with the terms thereof, will be legally issued, fully paid and
non-assessable.

I hereby consent to the filing of the opinion as an exhibit to the
Registration

<PAGE>

Statement.

Very truly yours,

/s/ John B. Landes
John B. Landes
Vice President, Business Development
and General Counsel

Exhibit 23.1

[Letterhead of KPMG LLP]

The Board of Directors
ImClone Systems Incorporated

We consent to the use of our report incorporated herein by reference.

/s/ KPMG LLP

Princeton, New Jersey
February 11, 2000

Exhibit 99.1

IMCLONE SYSTEMS INCORPORATED

1996 INCENTIVE STOCK OPTION PLAN, AS AMENDED1

ARTICLE 1
PURPOSE OF PLAN

SECTION 1.01. General Purpose. The purpose of this Incentive Stock Option
Plan (the "Plan") is to promote the interests of ImClone Systems Incorporated,
and any subsidiaries of such company, as from time to time may be formed or
acquired (collectively, the "Company"), by affording key executives and
employees an opportunity to acquire a proprietary interest in the Company
pursuant to stock options issued by the Company, and thus to create in such
employees increased personal interest in its continued success.

SECTION 1.02. Statutory Stock Option. Options granted under the Plan are
intended to be "incentive stock options" to which Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), applies.

ARTICLE 2
SHARES SUBJECT TO PLAN

SECTION 2.01. Description of Shares. Subject to Article VII hereof, the
stock to which the Plan applies is shares of the Company's common stock, $.001
par value ("Common Stock"), either authorized but unissued or Treasury shares.
The number of shares of Common Stock to be issued or sold pursuant to options
granted hereunder shall not exceed 4,000,000 shares; provided, that such number
shall be reduced by the number of shares which have been sold under, or may be
sold pursuant to options granted from time to time under, the Company's 1996

- --------
1 This plan was adopted by the Board on February 25, 1996 and approved
by the stockholders on June 3, 1996; it was amended by the Board on April 3,
1997 and such amendments were ratified by the stockholders on June 3, 1997; it
was amended by the Board on March 29, 1999 subject to shareholder approval and
such amendments were ratified by the stockholders on May 24, 1999; it was
further amended by the Board on December 16, 1999.

<PAGE>

Non-Qualified Stock Option Plan (the "Non-Qualified Plan"), to the same extent
as if such sales had been made or options had been granted pursuant to this
Plan.

SECTION 2.02. Restoration of Unpurchased Shares. Any shares subject to an
option granted hereunder or under the Non-Qualified Plan that, for any reason,
expires or is terminated unexercised as to such shares may again be subject to
an option to be granted hereunder.

ARTICLE 3
ADMINISTRATION; COMMITTEES; AMENDMENTS

SECTION 3.01. Administration. The Plan shall be administered by any of the
Compensation Committee, the Stock Option Committee (which is a subcommittee of
the Compensation Committee) (collectively, the "Committees") or the Company's
Board of Directors (the "Board"). The Committees shall be comprised of not less
than two persons who shall be appointed by the Board from among the members of
the Board. Members of the Committees shall not be eligible to become
participants under the Plan while they are members of the Committees or for a
period of three months thereafter.

SECTION 3.02. Duration; Removal; Etc. The members of the Committees shall
serve at the pleasure of the Board, which shall have the power at all times to
remove members from the Committees or to add members thereto. Vacancies in the
Committees, however caused, shall be filled by action of the Board.

SECTION 3.03. Meetings; Actions of Committees. Each of the Committees and
the Board may select one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine. All decisions or
determinations of each of the Committees and the Board shall be made by the
majority vote or decision of all of its members, whether present at a meeting
or not; provided, however, that any decision or determination reduced to
writing and signed by all of the members shall be as fully effective as if it
had been made at a meeting duly called and held. Each of the Committees and the
Board may make such rules and regulations for the conduct of its business not
inconsistent herewith as it may deem advisable.

SECTION 3.04. Interpretation. The interpretation and construction by any
of the Committees or the Board of the provisions of the Plan or of the options
granted hereunder shall be final, unless in the case of the Committees
otherwise determined by the Board. No member of the Board or of the Committees
shall be liable for any action taken or determination made in good faith.

<PAGE>

SECTION 3.05. Amendments or Discontinuation. The Board may make such
amendments, changes, and additions to the Plan, or may discontinue and
terminate the Plan, as it may deem advisable from time to time; provided,
however, that no action shall affect or impair any options theretofore granted
under the Plan, and provided, further, however, that the affirmative vote of
the owners of a majority of the outstanding shares of Common Stock present at a
meeting in person or by proxy and entitled to vote at the meeting shall be
necessary to effect any amendment to the Plan which would (a) increase the
number of shares of Common Stock subject to options granted under the Plan, or
(b) authorize the granting of options at a price below the minimum price
established by Section 5.3 hereof.

ARTICLE 4
PARTICIPANTS; MAXIMUM GRANT; DURATION OF PLAN

SECTION 4.01. Eligibility and Participation. Options shall be granted only
to persons ("Participants") who at the time of granting are key executives or
key employees of the Company. Subject to the provisions of Section 4.3 hereof,
the Committees or the Board shall determine the key executives and key
employees to be granted options hereunder, the number of shares of Common Stock
subject to such options, the exercise prices of options, the terms thereof and
any other provisions not inconsistent with the Plan.

SECTION 4.02. Guidelines for Participation. In selecting Participants and
determining the numbers of shares of Common Stock for which options are to be
granted the Committees or the Board shall consult with officers and directors
of the Company, and shall take into account the duties of the respective
employees, their present and potential contributions to the success of the
Company, and such other factors as any of the Committees or the Board shall
deem relevant.

SECTION 4.03. Maximum Grant. Notwithstanding anything to the contrary in
the Plan, options granted to a Participant in any calendar year (under all
plans, including the Plan, providing for the grant of incentive stock options
of the Company and its parent and subsidiaries) in excess of the limitations of
Section 422(d) of the Code shall not be considered Incentive Stock Options
granted under this Plan and shall be deemed to be options granted under the
Non-Qualified Plan.

SECTION 4.04. Duration of Plan. All options under the Plan shall be
granted within ten years from the date the Plan is adopted, or the date the
Plan is approved by the shareholders of the Company, whichever is earlier.

<PAGE>

ARTICLE 5
TERMS AND CONDITIONS OF OPTIONS

SECTION 5.01. Individual Stock Option Agreements. All stock options
granted pursuant to the Plan shall be evidenced by stock option agreements or
notices ("Stock Option Agreements"), which need not be identical, in such form
as any of the Committees or the Board shall from time to time approve, subject
to the terms of the Plan which may, but need not, be executed or acknowledged
by a Participant.

SECTION 5.02. Number of Shares. Each Stock Option Agreement shall state
the total number of shares of Common Stock with respect to which the option is
granted, the terms and conditions of the option, and the exercise price or
prices thereof, it being understood that any of the Committees or the Board
shall have authority to prescribe in any Stock Option Agreement that the option
evidenced thereby may be exercisable in full or in part, as to any number of
shares subject thereto, at any time or from time to time during the term of the
option, or in such installments at such times during said term as any of the
Committees or the Board may determine; provided that no option granted pursuant
to the Plan shall be exercisable after the expiration of ten years from the
date such option is granted. A previously granted incentive stock option shall
be treated as outstanding until it is exercised in full or expires by reason of
the lapse of time. Except as otherwise provided in any Stock Option Agreement,
an option may be exercised at any time or from time to time during the term of
the option as to any or all full (but no fractional) shares which have become
purchasable under such option. Any of the Committees or the Board shall have
the right to accelerate, in whole or in part, from time to time, conditionally
or unconditionally, the right to exercise any option granted hereunder.

SECTION 5.03. Option Price.

The price at which the shares of Common Stock subject to each option
granted under this Plan may be purchased (the "option price" or "exercise
price")shall be determined by any of the Committees or the Board, which shall
have authority at the time the option is granted to prescribe in any Stock
Option Agreement that the price per share, with the passage of pre-determined
periods of time, shall increase from the original price to higher prices, but
in no case shall the original exercise price of any option be less than 100% of
the fair market value of such shares on the date the option is granted, as
determined by any of the Committees or the Board in accordance with applicable
Treasury Regulations. Notwithstanding anything contained to the contrary
herein, no option shall be granted to any employee who, at the time the option
is granted, owns more than 10% of the total combined voting power of all
classes of stock of the Company or

<PAGE>

of its parent or subsidiary unless, at the time option is granted, the exercise
price of the option is at least 110% of the fair market value of the shares of
Common Stock subject to the option and such option by its terms is not
exercisable after the expiration of five years from the date such option is
granted. For purposes of determining the ownership of stock of the Company, the
rules of Section 424(d) of the Code shall be applied.

SECTION 5.04. Method of Exercising Option; Full Payment. Subject to
Section 6.01 and 6.02 hereof, options granted pursuant to the Plan may be
exercised only if the Participant was, at all times during the period beginning
on the date the option was granted and ending on the date of such exercise, an
employee of the Company, a parent or subsidiary of the Company, or a
corporation or a parent or subsidiary of such corporation issuing or assuming a
stock option in respect of such option in a transaction to which Section 424(a)
of the Code applies. Options shall be exercised by written notice to the
Company, addressed to the Company at its principal place of business. Such
notice shall state the Participant's election to exercise the option and the
number of shares of Common Stock in respect of which it is being exercised, and
shall be signed by the Participant so exercising the option. Such notice shall
be accompanied by (a) payment of the full purchase price of such shares, which
payment shall be in cash, by check or in stock of the Company that has been
owned by the participant for at least six months, or notes of the Company or,
as agreed to by the Board, other consideration; and (b) such written
representations and other documents as may be desirable, in the opinion of the
Company's legal counsel, for purposes of compliance with state or Federal
securities or other laws. In the case of payment made in stock of the Company,
the stock shall be valued at its Fair Market Value (as hereinafter defined) on
the last business day prior to the date of exercise. The term "Fair Market
Value" for the Common Stock on any particular date shall mean the last reported
sale price of the Common Stock on the principal market on which the Common
Stock trades on such date or, if no trades of Common Stock are made or reported
on such date, then on the next preceding date on which the Common Stock traded.
The Company shall deliver a certificate or certificates representing shares of
Common Stock purchased pursuant to such notice to the purchaser as soon as
practicable after receipt of such notice, subject to Article VIII hereof. Any
of the Committees or the Board may amend an already outstanding Stock Option
Agreement to add a provision permitted by clause (a) of this Section 5.04, and
no such amendment, by itself, shall be deemed to constitute the grant of a new
option for purposes of this Plan; provided that this sentence shall not be
determinative of whether any such amendment constitutes a new grant for
purposes of qualification as an Incentive Stock Option.

SECTION 5.05. Rights as a Shareholder. No Participant shall have any
rights as a shareholder with respect to shares of Common Stock subject to an

<PAGE>

option granted under the Plan until the date of the issuance to such
Participant of stock certificates in respect of such shares. No adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued.

SECTION 5.06. Other Provisions. Stock Option Agreements entered into
pursuant to the Plan may contain such other provisions (not inconsistent with
the Plan) as any of the Committees or the Board may deem necessary or
desirable, including, but not limited to, covenants on the part of the
Participant not to compete, not to sell Common Stock obtained from the exercise
of options for specified periods of time, and remedies available to the Company
in the event of the breach of any such covenant.

ARTICLE 6
TERMINATION OF EMPLOYMENT; TRANSFERABILITY

SECTION 6.01. Termination of Employment. Except as otherwise provided in
connection with the grant of any option or the termination of any Participant,
in the event a Participant's employment or service with the Company is
terminated other than by reason of death or disability, (a) with respect to
options granted prior to December 16, 1999, the right to exercise any
unexercised option or unexercised portion of any option (regardless of whether
or not vested) granted under the Plan shall terminate on the date of
termination of the relationship between the Participant and the Company and,
(b) with respect to options granted on or after December 16, 1999, (i) the
right to exercise any unvested option or unvested portion of any option granted
under the Plan shall terminate on the date of termination of the relationship
between the Participant and the Company and (ii) the right to exercise any
option or portion of any option granted under the Plan which is vested as of
the date of termination of employment or service shall terminate upon the
earlier of (A) the thirtieth day following such termination of employment or
service or (B) the date such option or portion of an option would have expired
had it not been for the termination of employment or service. The option may
not be exercised after its expiration in accordance with the foregoing terms,
and the shares of Common Stock subject to the unexercised portion of such
option may again be subject to new options under the Plan.

SECTION 6.02. Death or Disability of Participant.

Except as otherwise permitted in connection with the grant of any option
or the death or disability of a Participant, in the event a Participant dies or
is disabled while in the employ of the Company or of a parent or subsidiary of
the

6
<PAGE>

Company, any options theretofore granted to him shall be exercisable only
within the next 12 months immediately succeeding such death or disability and
then only in the case of death (a) by the person or persons to whom the
Participant's rights under the option shall pass by will or the laws of descent
and distribution, and, in the case of disability, by such Participant or his
legal representative, and (b) if and to the extent that he was entitled to
exercise the option at the date of his death.

SECTION 6.03. Transferability. Options granted to a Participant under the
Plan shall not be transferable otherwise than by will, by the laws of descent
and distribution, or (if authorized in the applicable Stock Option Agreement)
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 (if
authorized in the applicable Stock Option Agreement) such Participant's
transferee pursuant to a QDRO.

ARTICLE 7
CAPITAL ADJUSTMENTS

SECTION 7.01. Capital Adjustments. If any change is made in the shares of
Common Stock subject to the Plan or subject to any option granted under the
Plan (through merger, consolidation, reorganization, recapitalization, stock
dividend, split-up, combination of shares, exchange of shares, issuance of
rights to subscribe, or change in capital structure), appropriate adjustments
shall be made by any of the Committees or the Board as to the maximum number of
shares subject to the Plan and the number of shares and price per share subject
to outstanding options as shall be equitable to prevent dilution or enlargement
of option rights; provided, however, that any such adjustment shall comply with
the rules of Section 424(a) of the Code and provided further that in no event
shall any adjustment be made that would cause any option granted hereunder to
be considered other than an incentive stock option. Any determination made by
any of the Committees or the Board under this Article VII shall be final,
binding and conclusive upon each Participant.

<PAGE>

ARTICLE 8
LEGAL REQUIREMENTS, ETC

SECTION 8.01. Revenue Stamps. The Company shall be responsible and shall
pay for any transfer, revenue, or documentary stamps with respect to shares
issued upon the exercise of options granted under the Plan.

SECTION 8.02. Legal Requirements. The Company shall not be required to
issue certificates for shares upon the exercise of any option unless and until,
in the opinion of the Company's legal counsel, such issuance would not result
in a violation of any state or Federal securities or other law. Certificates
for shares, when issued, shall have, if required in the opinion of the
Company's legal counsel, the following legend, or statements of other
restrictions, endorsed thereon, and may not be immediately transferable:

The shares of Common Stock evidenced by this certificate have been issued
to the registered owner in reliance upon written representations that
these shares have been purchased for investment. These shares may not be
sold, transferred, or assigned unless, in the opinion of the Company and
its legal counsel, such sales, transfer, or assignment will not be in
violation of the Securities Act of 1933, as amended, applicable rules and
regulations of the Securities and Exchange Commission and any applicable
state Securities laws.

SECTION 8.03. Private Offering. The options to be granted under the Plan
are available only to a limited number of present and future key executives and
employees of the Company and its subsidiaries who have knowledge of the
Company's financial condition, management, and affairs. Such options are not
intended to provide additional capital for the Company but are to encourage
stock ownership by the Company's key personnel. By the act of accepting an
option, in the absence of an effective registration statement under the
Securities Act of 1933, as amended, Participants shall agree that upon exercise
of such option, they will acquire the shares of Common Stock that are the
subject thereof for investment and not with any intention at such time to
resell or redistribute the same, and they shall confirm such agreement at the
time of exercise, but the neglect or failure to confirm the same in writing
shall not be a limitation of such agreement.

<PAGE>

ARTICLE 9
GENERAL

SECTION 9.01. Application of Funds. The proceeds received by the Company
from the sale of shares of Common Stock pursuant to the exercise of options
therefor shall be used for general corporate purposes.

SECTION 9.02. Right of the Company to Terminate Employment. Nothing
contained in the Plan or in a Stock Option Agreement shall confer upon any
Participant any right to be continued in the employ of the Company or of any
subsidiary of the Company, or interfere in any way with the right of the
Company, or such subsidiary, to terminate his employment for any reason
whatsoever, with or without cause, at any time.

SECTION 9.03. No Obligation to Exercise. The granting of an option
hereunder shall impose no obligation upon the Participant to exercise such
option.

SECTION 9.04. Effectiveness of Plan. The Plan shall become effective upon
its adoption by the shareholders of the Company. Options may be granted under
the Plan prior to the approval of the Plan by the Shareholders, but no such
option may be exercised prior to such approval.

SECTION 9.05. Other Benefits. Participation in the Plan shall not preclude
a Participant from eligibility in any other stock benefit plan of the Company
or any old age benefit, insurance, pension, profit sharing, retirement, bonus
or other plan which the Company has adopted, or may, at any time, adopt for the
benefit of its parents' or its subsidiaries executives and/or employees.

SECTION 9.06. Company Records. Records of the Company as to a
Participant's period of employment, termination of employment and the reason
therefor, leaves of absence, re-employment, and other matters will be
conclusive for all purposes hereunder.

SECTION 9.07. Tax Requirement. The exercise or surrender of any option
under this Plan shall constitute a Participant's full and complete consent to
whatever action the Committee elects to satisfy the Federal and state
withholding requirements, if any, which the Committee in its discretion deems
applicable to such exercise.

SECTION 9.08. Interpretations and Adjustments. To the extent permitted by
law, an interpretation of the Plan and a decision on any matter within any of
the Committees or Board's discretion made in good faith is binding on all
persons. A misstatement or other mistake of fact shall be corrected when it
becomes known,

<PAGE>

and the person responsible shall make such adjustment on account thereof as he
considers equitable and practicable.

SECTION 9.09. Information. The Company shall, upon request or as may be
specifically required hereunder, furnish or cause to be furnished, all of the
information or documentation which is necessary or required by any of the
Committees or the Board to perform its duties and functions under the Plan.

SECTION 9.10. Notice of Disqualifying Disposition. If a Participant sells
or otherwise disposes of any share of Common Stock transferred to him pursuant
to the exercise of an option granted hereunder within two years from the date
of the granting of the option or within one year of the transfer of such shares
to him (i.e., a "disqualifying disposition"), the Participant, within ten days
thereafter, shall furnish to any of the Committees or the Board at the
principal offices of the Company, written notice of such sale or other
disposition.

SECTION 9.11. Governing Law. The Plan and any and all options granted
thereunder shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York from time to time in effect.

SECTION 9.12. Certain Definitions.

(a) "Parent". The term "parent" shall mean a "parent corporation" as
defined in Section 424(e) of the Code.

(b) "Subsidiary". The term "subsidiary" shall mean a "subsidiary
corporation" as defined in Section 424(f) of the Code.

(c) "Incentive Stock Option". The term "incentive stock option" shall mean
an option described in Section 422(b) of the code.

(d) "Disabled". The term "disabled" shall have the definition set forth in
Section 22(a)(3) of the Code.

Exhibit 99.2

IMCLONE SYSTEMS INCORPORATED

1996 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED1

ARTICLE 1
PURPOSE OF PLAN

SECTION 1.01. General Purpose. The purpose of this Non-Qualified Stock
Option Plan (the "Plan") is to promote the interests of ImClone Systems
Incorporated (the "Company") by affording consultants, advisors, directors and
employees an opportunity to acquire a proprietary interest in the Company
pursuant to stock options issued by the Company, and thus to create in such
persons increased personal interest in its continued success.

SECTION 1.02. Statutory Stock Option. Options granted under the Plan are
intended to be "non-qualified" stock options under the Internal Revenue Code of
1986, as amended (the "Code").

ARTICLE 2
SHARES SUBJECT TO PLAN

SECTION 2.01. Description of Shares. Subject to Article VIII hereof, the
stock to which the Plan applies is shares of the Company's common stock, $.001
par value ("Common Stock"), either authorized but unissued or Treasury shares.
The number of shares of Common Stock to be issued or sold pursuant to options
granted hereunder shall not exceed 4,000,000 shares; provided, that such number
shall be reduced by the number of shares which have been sold under, or may be
sold pursuant to options granted from time to time under, the Company's 1996
Incentive Stock Option Plan (the "Incentive Stock Option Plan") to the same
extent as if such sales had been made or options had been granted pursuant to
this Plan.

- --------
1 This plan was adopted by the Board on February 25, 1996 and approved by
the stockholders on June 3, 1996; it was amended by the Board on April 3, 1997
and such amendments were ratified by the stockholders on June 3, 1997; it was
amended by the Board on March 29, 1999 and such amendments were ratified by the
stockholders on May 24, 1999; it was further amended by the Board on December
16, 1999.

<PAGE>

SECTION 2.02. Restoration of Unpurchased Shares. Any shares subject to an
option granted hereunder that, for any reason, expires or is terminated
unexercised as to such shares may again be subject to an option to be granted
hereunder.

ARTICLE 3
ADMINISTRATION; COMMITTEES; AMENDMENTS

SECTION 3.01. Administration. The Plan shall be administered by any of the
Compensation Committee, the Stock Option Committee (which is a subcommittee of
the Compensation Committee) (collectively, the "Committees") or the Board of
Directors of the Company (the "Board"). The Committees shall be comprised of
not less than two persons who shall be appointed by the Board from among the
members of the Board. Members of the Committees and the Board shall be eligible
to become participants under the Plans and may receive discretionary and
non-discretionary grants of options.

SECTION 3.03. Meetings; Actions of Committee. Each of the Committees may
select one of its members as its Chairman and shall hold its meetings at such
times and places as it may determine. All decisions or determinations of the
Committees and the Board shall be made by the majority vote or decision of all
of its members, whether present at a meeting or not; provided, however, that
any decision or determination reduced to writing and signed by all of the
members shall be as fully effective as if this had been made at a meeting duly
called and held. Each of the Committees and the Board may make such rules and
regulations for the conduct of its business not inconsistent herewith as it may
deem advisable.

<PAGE>

under the Plan, and provided, further, however, that the affirmative vote of
the owners of a majority of the outstanding shares of Common Stock present at a
meeting in person or by proxy and entitled to vote shall be necessary to effect
any amendment to the Plan which would increase the number of shares of Common
Stock subject to options granted under the Plan.

ARTICLE 4
PARTICIPANTS; MAXIMUM GRANT; DURATION OF PLAN

SECTION 4.01. Eligibility and Participation. Options shall be granted only
to persons ("Participants") who at the time of granting are consultants,
advisors, directors or employees of the Company. Any of the Committees or the
Board shall determine the consultants, advisors, directors and employees to be
granted options hereunder, the number of shares of Common Stock subject to such
options, the exercise prices of options, the terms thereof and any other
provisions not inconsistent with the Plan.

SECTION 4.02. Guidelines for Participation. In selecting Participants and
determining the numbers of shares of Common Stock for which options are to be
granted, any of the Committees or the Board shall consult with officers and
directors of the Company, and shall take into account the duties of the
respective persons, their present and potential contributions to the success of
the Company, and such other factors as any of the Committees or the Board shall
deem relevant.

SECTION 4.03. Duration of Plan. All options under the Plan shall be
granted within ten years from the date the Plan is approved by the shareholders
of the Company.

ARTICLE 5
TERMS AND CONDITIONS OF OPTIONS

SECTION 5.01. Stock Option Agreements or Notices. All stock options
granted pursuant to the Plan shall be evidenced by stock option agreements or
notices ("Stock Option Agreements"), which need not be identical, in such form
as any of the Committees or the Board shall from time to time approve, subject
to the terms of the Plan, which may, but need not, be executed or acknowledged
by a Participant.

<PAGE>

SECTION 5.02. Number of Shares. Each Stock Option Agreement shall state
the total number of shares of Common Stock with respect to which the option is
granted, the terms and conditions of the option, and the exercise price or
prices thereof, it being understood that any of the Committees or the Board
shall, subject to the terms of Article VII hereof, have authority to prescribe
in any Stock Option Agreement that the option evidenced thereby may be
exercisable in full or in part, as to any number of shares subject thereto, at
any time or from time to time during said term as any of the Committees or the
Board may determine; provided that no option granted pursuant to the Plan shall
be exercisable after the expiration of ten years from the date such option is
granted. Except as otherwise provided in any Stock Option Agreement, an option
may be exercised at any time or from time to time during the term of the option
as to any or all full (but no fractional) shares which have become purchasable
under such option. Subject to the terms of Article VII hereof, any of the
Committees or the Board shall have the right to accelerate, in whole or in
part, from time to time, conditionally or unconditionally, the right to
exercise any option granted hereunder.

SECTION 5.03. Option Price. Subject to the terms of Article VII hereof,
the price at which the shares of Common Stock subject to each option granted
under this Plan may be purchased (the "option price" or "exercise price") shall
be determined by any of the Committees or the Board, which shall have the
authority at the time the option is granted to prescribe in any Stock Option
Agreement that the price per share, with the passage of pre-determined periods
of time, shall increase from the original price to higher prices.

SECTION 5.04. Method of Exercising Option; Full Payment. Subject to the
terms of Article VII hereof and Section 6.01 and Section 6.02 hereof, options
granted pursuant to the Plan may be exercised only if the Participant was, at
all times during the period beginning on the date the option was granted and
ending on the date of such exercise, a consultant, advisor, director or
employee of the Company. Options shall be exercised by written notice to the
Company, addressed to the Company at its principal place of business. Such
notice shall state the Participant's election to exercise the option and the
number of shares of Common Stock in respect of which it is being exercised, and
shall be signed by the Participant so exercising the option. Such notice shall
be accompanied by payment of the full purchase price of such shares, which
payment shall be in cash, by check or in stock of the Company that has been
owned by the Participant for at least six months, or notes of the Company or,
as agreed to by the Board, other consideration; and such written
representations and other documents as may be desirable, in the opinion of the
Company's legal counsel, for purposes of compliance with state or Federal
securities or other laws. In the case of payment made in stock of the Company,
the stock shall be valued at its Fair Market Value (as hereinafter defined) on
the last business day prior to the date of exercise. The term "Fair Market
Value" for the Common Stock on any particular date shall mean the last reported
sale price of the Common Stock on the principal market on

<PAGE>

which the Common Stock trades on such date or, if no trades of Common Stock are
made or reported on such date, then on the next preceding date on which the
Common Stock traded. The Company shall deliver a certificate or certificates
representing shares of Common Stock purchased pursuant to such notice to the
purchaser as soon as practicable after receipt of such notice, subject to
Article IX hereof. Any of the Committees or the Board may amend an already
outstanding Stock Option Agreement to add a provision permitted by clause (b)
of this Section 5.4, and no such amendment, by itself, shall be deemed to
constitute the grant of a new option for purposes of this Plan.

SECTION 5.05. Rights as a Shareholder. No Participant shall have any
rights as a shareholder with respect to shares of Common Stock subject to an
option granted under the Plan until the date of the issuance to such
Participant of a stock certificate in respect of such shares. No adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued.

ARTICLE 6
TERMINATION; TRANSFERABILITY

SECTION 6.01. Termination of Employment. Except as otherwise provided in
connection with the grant of any option or the termination of any Participant,
in the event a Participant's employment or service with the Company is
terminated other than by reason of death or disability, (a) the right to
exercise any unvested option or unvested portion of any option granted under
the Plan shall terminate on the date of termination of the relationship between
the Participant and the Company and (b) the right to exercise any option or
portion of any option granted under the Plan which is vested as of the date of
termination of employment or service shall terminate upon the earlier of (i)
the thirtieth day following such termination of employment or service or (ii)
the date such option or portion of an option would have expired had it not been
for the termination of employment or service. The option may not be exercised
after its expiration in accordance with the foregoing terms, and the shares of
Common Stock subject to the unexercised portion of such option may again be
subject to new options under

<PAGE>

the Plan. Such restrictions shall not apply to the options granted pursuant to
Article VII which shall be exercisable in accordance with the terms thereof.

SECTION 6.02. Death or Disability of Participant. Except as otherwise
permitted in connection with the grant of any option or the death or disability
of a Participant, in the event a Participant dies or is disabled while he is a
consultant, advisor, director or employee of the Company, any options
theretofore granted to him shall be exercisable only within the next 12 months
immediately succeeding such death or disability and then only (a) in the case
of death, by the person or persons to whom the Participants rights under the
option shall pass by will or the laws of descent and distribution, and in the
case of disability, by such Participant or his legal representative, and (b) if
and to the extent that he was entitled to exercise the option at the date of
his death or disability. Such restrictions shall not apply to the options of
Participating Directors which shall be exercisable in accordance with the terms
set forth in Article VII hereof.

SECTION 6.03. Transferability. Options granted to a Participant under the
Plan shall not be transferable otherwise than by will, by the laws of descent
and distribution, (if authorized in the applicable Stock Option Agreement)
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 or
to a member of the immediate family of the Participant, within the meaning of
Rule 16a-1(e) of the Securities Exchange Act of 1934, as amended, a trust for
such family members, a partnership whose only partners are such family members
or a charitable institution within the meaning of Section 501(c)(3) of the Code
(each an "Authorized Transferee"). During the Participant's lifetime, options
shall be exercised only by such Participant, such Participant's guardian or
legal representative, or such Participant's Authorized Transferee.

ARTICLE 7
DIRECTORS' GRANTS

SECTION 7.01. Eligibility. Annually, on February 15 of each of the
Company's Fiscal Years, any Director of the Company who at the time is not a
full-time employee of the Company (a "Participating Director"), shall be
granted an option for 15,000 shares of Common Stock, except that the Chairman
who is not a full-time employee of the Company shall be granted an option for
30,000 shares of Common Stock. Each person who becomes a Participating Director
after the first day of the Company's fiscal year and within nine months of that
date shall be granted, on the date that person becomes a Participating
Director, an option for a number of shares of Common Stock determined by pro
rating the normal 15,000 share annual amount (or 30,000 if the Chairman) based

<PAGE>

on the period of time remaining in the fiscal year in which such person becomes
a Participating Director. No person who owns 10% or more of the outstanding
Common Stock of the Company (including shares of Common Stock issuable upon
exercise of outstanding options and warrants), shall be granted options under
this Article. Options under this Article are non-discretionary.

SECTION 7.02. Options Terms. Options granted under this Article VII shall
not be exercisable until the date upon which the option holder has provided one
year of continuous service as a Participating Director following the date of
grant of such option. Options granted pursuant to this Article shall have an
exercise price equal to the Fair Market Value (as hereinafter defined) of the
Common Stock on the date of the grant. The term "Fair Market Value" for the
Common Stock on any particular date shall mean the last reported sale price of
the Common Stock on the principal market on which the Common Stock trades on
such date or, if no trades of Common Stock are made or reported on such date,
then on the next preceding date on which the Common Stock traded.
Notwithstanding any other provisions of this Plan, except as set forth in
Section 6.03, options granted under this Article shall remain exercisable for
ten years after the date of grant and the option holder (or his legal
representative or that of his estate) may continue to exercise an option
notwithstanding that the holder ceases to be a Participating Director.

SECTION 7.03. Other Provisions. In all other respects, Options granted
under this Article VII shall be subject to the other provisions of the Plan,
including but not limited to those governing method of exercise, exercise
payment, tax withholding, and transferability. Notwithstanding any other
provisions of this Plan, the provisions of this Article VII may not be amended
more than once every six months, other than to comport with changes in the
Code.

ARTICLE 8
CAPITAL ADJUSTMENTS

SECTION 8.01. Capital Adjustments. If any change is made in the shares of
Common Stock subject to the Plan or subject to any option granted under the
Plan (through merger, consolidation, reorganization, recapitalization, stock
dividend, split-up, combination of shares, exchange of shares, issuance of
rights to subscribe, or change in capital structure), appropriate adjustments
shall be made by any of the Committees or the Board as to the maximum number of
shares subject to the Plan and the number of shares and price per share subject
to outstanding options as shall be equitable to prevent dilution or enlargement
of option rights. Any determination made by any of the Committees or the Board

<PAGE>

under this Article VIII shall be final, binding and conclusive upon each
Participant.

ARTICLE 9
LEGAL REQUIREMENTS, ETC.

SECTION 9.01. Revenue Stamps. The Company shall be responsible and shall
pay for any transfer, revenue, or documentary stamps with respect to shares
issued upon the exercise of options granted under the Plan.

SECTION 9.02. Legal Requirements. The Company shall not be required to
issue certificates for shares upon the exercise of any option unless and until,
in the opinion of the Company's legal counsel, such issuance would not result
in a violation of any state or Federal securities or other law. Certificates
for shares, when issued, shall have, if required in the opinion of the
Company's legal counsel, the following legend, or statements of other
restrictions, endorsed thereon, and may not immediately be transferable:

The shares of Common Stock evidenced by this certificate have been issued
to the registered owner in reliance upon written representations that these
shares have been purchased for investment. These shares may not be sold,
transferred, or assigned unless, in the opinion of the Company and its legal
counsel, such sale, transfer, or assignment will not be in violation of the
Securities Act of 1933, as amended, applicable rules and regulations of the
Securities and Exchange Commission and any applicable state securities laws.

SECTION 9.03. Private Offering. The options to be granted under the Plan
are available only to a limited number of present and future key consultants,
advisors, directors and employees of the Company who have knowledge of the
Company's financial condition, management, and affairs. Such options are not
intended to provide additional capital for the Company, but are to encourage
stock ownership by the Company's key personnel. By the act of accepting an
option, in the absence of an effective registration statement under the
Securities Act of 1933, as amended, Participants shall agree that upon exercise
of such option, they will acquire the shares of Common Stock that are the
subject thereof for investment and not with any intention at such time to
resell or redistribute the same, and they shall confirm such agreement at the
time of exercise, but the neglect or failure to confirm the same in writing
shall not be a limitation of such agreement.

<PAGE>

ARTICLE 10
GENERAL

SECTION 10.01. Application of Funds. The proceeds received by the Company
from the sale of shares of Common Stock pursuant to the exercise of options
therefor shall be used for general corporate purposes.

SECTION 10.02. Right of the Company to Terminate Relationship. Nothing
contained in the Plan or in a Stock Option Agreement shall confer upon any
Participant any right to be continued as a consultant, advisor, director or
employee of the Company, or interfere in any way with the right of the Company
to terminate such relationship for any reason whatsoever, with or without
cause, at any time.

SECTION 10.03. No Obligation to Exercise. The granting of an option
hereunder shall impose no obligation upon the Participant to exercise such
option.

SECTION 10.04. Effectiveness of Plan. The Plan shall become effective upon
its adoption by the Board. Options may be granted under the Plan prior to the
approval of the Plan by the Shareholders, but no such option may be exercised
prior to such approval.

SECTION 10.05. Other Benefits. Participation in the Plan shall not
preclude a Participant from eligibility in any other stock benefit plan of the
Company or any old age benefit, insurance, pension, profit sharing, retirement,
bonus or other plan which the Company has adopted, or may, at any time, adopt.

SECTION 10.06. Tax Requirements. The exercise or surrender of any option
under this Plan shall constitute a Participant's full and complete consent to
whatever action any of the Committees or the Board elect to satisfy the Federal
and state withholding requirements, if any, which the Committee in its
discretion deems applicable to such exercise.

SECTION 10.07. Interpretations and Adjustments. To the extent permitted by
Law, an interpretation of the Plan and a decision on any matter within any of
the Committees' or the Board's discretion made in good faith is binding on all
persons. A misstatement or other mistake of fact shall be corrected when it
becomes known, and the person responsible shall make such adjustment on account
thereof as he considers equitable and practicable.

SECTION 10.08. Information. The Company shall, upon request or as may be
specifically required hereunder, furnish or cause to be furnished, all of the
information or documentation which is necessary or required by any of the
Committees or the Board to perform its duties and functions under the Plan.

<PAGE>

SECTION 10.09. Governing Law. The Plan and any and all options granted
thereunder shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York from time to time in effect.

SECTION 10.10. Certain Definitions.

(a) "Parent". The term "parent" shall mean a "parent corporation" as
defined in Section 424(e) of the Code.

(b) "Subsidiary". The term "subsidiary" shall mean a "subsidiary
corporation" as defined in Section 424(f) of the Code.

Exhibit 99.3

IMCLONE SYSTEMS INCORPORATED

1998 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED1

ARTICLE 1
PURPOSE OF PLAN

SECTION 1.01. General Purpose. The purpose of this Non-Qualified Stock
Option Plan (the "Plan") is to promote the interests of ImClone Systems
Incorporated (the "Company") by affording consultants, advisors, and
non-officer employees an opportunity to acquire a proprietary interest in the
Company pursuant to stock options issued by the Company, and thus to create in
such persons increased personal interest in its continued success.

SECTION 1.02. Statutory Stock Option. Options granted under the Plan are
intended to be "non-qualified" stock options under the Internal Revenue Code of
1986, as amended (the "Code").

ARTICLE 2
SHARES SUBJECT TO PLAN

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1 Amended by the Board of Directors on July 7, 1998 and December 16,
1999.

<PAGE>

ARTICLE 3
ADMINISTRATION; COMMITTEES; AMENDMENTS

SECTION 3.01. Administration. The Plan shall be administered by any of the
Compensation and Stock Option Committee (the "Committee") or the Board of
Directors of the Company (the "Board"). The Committee shall be comprised of not
less than two persons who shall be appointed by the Board from among the
members of the Board.

SECTION 3.02. Duration; Removal; Etc. The members of the Committee shall
serve at the pleasure of the Board, which shall have the power at all times to
remove members from the Committee or to add members thereto. Vacancies in the
Committee, however caused, shall be filled by action of the Board.

SECTION 3.03. Meetings; Actions of Committee. The Committee may select one
of its members as its Chairman and shall hold meetings at such times and places
as it may determine. All decisions or determinations of the Committee and the
Board shall be made by the majority vote or decision of all of its members,
whether present at a meeting or not; provided, however, that any decision or
determination reduced to writing and signed by all of the members shall be as
fully effective as if this had been made at a meeting duly called and held. The
Committee and the Board may make such rules and regulations for the conduct of
its business not inconsistent herewith as it may deem advisable.

SECTION 3.04. Interpretation. The interpretation and construction by the
Committee or the Board of the provisions of the Plan or of the options granted
hereunder shall be final, unless in the case of the Committee otherwise
determined by the Board. No member of the Board or of the Committee shall be
liable for an action taken or determination made in good faith.

ARTICLE 4
PARTICIPANTS; PARTICIPATION GUIDELINES; DURATION OF PLAN

SECTION 4.01. Eligibility and Participation. Options shall be granted only
to persons ("Participants") who at the time of granting are consultants,
advisors, or non-officer employees of the Company or a subsidiary. For purposes

<PAGE>

of the Plan, an Assistant Vice President will be considered a non-officer
employee. The Committee or the Board shall determine the consultants, advisors,
and non-officer employees to be granted options hereunder, the number of shares
of Common Stock subject to such options, the exercise prices of options, the
terms thereof and any other provisions not inconsistent with the Plan. Persons
who are disabled within the meaning of the Code shall not be eligible for the
grant of options.

SECTION 4.02. Guidelines for Participation. In selecting Participants and
determining the numbers of shares of Common Stock for which options are to be
granted, either the Committee or the Board shall consult with officers and
directors of the Company, and shall take into account the duties of the
respective persons, their present and potential contributions to the success of
the Company, and such other factors of the Committee or the Board shall deem
relevant.

SECTION 4.03. Duration of Plan. All options under the Plan shall be
granted within ten years from the date the Plan is approved by the Committee
and the Board.

ARTICLE 5
TERMS AND CONDITIONS OF OPTIONS

SECTION 5.01. Individual Stock Option Agreements or Notices. All stock
options granted pursuant to the Plan shall be evidenced by stock option
agreements or notices ("Stock Option Agreements"), which need not be identical,
in such form as any of the Committee or the Board shall from time to time
approve, subject to the terms of the Plan which may, but need not, be executed
or acknowledged by a Participant.

SECTION 5.02. Number of Shares. Each Stock Option Agreement shall state
the total number of shares of Common Stock with respect to which the option is
granted, the terms and conditions of the option, and the exercise price or
prices thereof, it being understood that the Committee or the Board shall have
authority to prescribe in any Stock Option Agreement that the option evidenced
thereby may be exercisable in full or in part, as to any number of shares
subject thereto, at any time or from time to time during said term as the
Committee or the Board may determine; provided that no option granted pursuant
to the Plan shall be exercisable after the expiration of ten years from the
date such option is granted. Except as otherwise provided in any Stock Option
Agreement, an option may be exercised at any time or from time to time during
the term of the option as to any or all full (but no fractional) shares which
have become purchasable under such option. The Committee or the Board shall
have the right to accelerate, in

<PAGE>

whole or in part, from time to time, conditionally or unconditionally, the
right to exercise any option granted hereunder.

SECTION 5.03. Option Price. The price at which the shares of Common Stock
subject to each option granted under this Plan may be purchased (the "option
price" or "exercise price") shall be determined by any of the Committee or the
Board, which shall have the authority at the time the option is granted to
prescribe in any Stock Option Agreement that the price per share, with the
passage of pre-determined periods of time, shall increase from the original
price to higher prices.

SECTION 5.04. Method of Exercising Option; Full Payment. Subject to the
terms of Section 6.01 and Section 6.02 hereof, options granted pursuant to the
Plan may be exercised only if the Participant was, at all times during the
period beginning on the date the option was granted and ending on the date of
such exercise, a key consultant, advisor or a non-officer employee of the
Company or a subsidiary. Options shall be exercised by written notice to the
Company, addressed to the Company at its principal place of business. Such
notice shall state the Participant's election to exercise the option and the
number of shares of Common Stock in respect of which it is being exercised, and
shall be signed by the Participant so exercising the option. Such notice shall
be accompanied by payment of the full purchase price of such shares, which
payment shall be by wire transfer, certified or bank check or in stock of the
Company that has been owned by the Participant for at least six months, or as
agreed to by the Board, other consideration; and such written representations
and other documents as may be desirable, in the opinion of the Company's legal
counsel, for purposes of compliance with state or Federal securities or other
laws. In the case of payment made in stock of the Company, the stock shall be
valued at its Fair Market Value (as hereinafter defined) on the last business
day prior to the date of exercise. The term "Fair Market Value" for the Common
Stock on any particular date shall mean the last reported sale price of the
Common Stock on the principal market on which the Common Stock trades on such
date or, if no trades of Common Stock are made or reported on such date, then
on the next preceding date on which the Common Stock traded. The Company shall
deliver a certificate or certificates representing shares of Common Stock
purchased pursuant to such notice to the purchaser as soon as practicable after
receipt of such notice, subject to Article VIII hereof. Either the Committee or
the Board may amend an already outstanding Stock Option Agreement to add a
provision permitted by clause (b) of this Section 5.4, and no such amendment,
by itself, shall be deemed to constitute the grant of a new option for purposes
of this Plan.

<PAGE>

dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

SECTION 5.06. Other Provisions. Stock Option Agreements entered into
pursuant to the Plan may contain such other provisions (not inconsistent with
the Plan) as each of the Committee or the Board may deem necessary or
desirable, including, but not limited to, covenants on the part of the
Participant not to compete, not to sell Common Stock obtained from the exercise
of options for specified periods of time, and remedies available to the Company
in the event of the breach of any such covenant.

ARTICLE 6
TERMINATION; TRANSFERABILITY

SECTION 6.01. Termination of Employment. Except as otherwise provided in
connection with the grant of any option or the termination of any Participant,
in the event a Participant's employment or service with the Company is
terminated other than by reason of death or disability, (a) the right to
exercise any unvested option or unvested portion of any option granted under
the Plan shall terminate on the date of termination of the relationship between
the Participant and the Company and (b) the right to exercise any option or
portion of any option granted under the Plan which is vested as of the date of
termination of employment or service shall terminate upon the earlier of (i)
the thirtieth day following such termination of employment or service or (ii)
the date such option or portion of an option would have expired had it not been
for the termination of employment or service. The option may not be exercised
after its expiration in accordance with the foregoing provisions, and the
shares of Common Stock subject to the unexercised portion of such option may
again be subject to new options under the Plan.

SECTION 6.02. Death or Disability of Participant. Except as otherwise
permitted in connection with the grant of any option or the death or disability
of a Participant, in the event a Participant dies or is disabled while he is a
consultant, advisor or non-officer employee of the Company or a subsidiary, any
options theretofore granted to him shall be exercisable only within the next 12
months immediately succeeding such death or disability and then only (a) in the
case of death, by the person or persons to whom the Participants rights under
the option shall pass by will or the laws of descent and distribution, and in
the case of disability, by such Participant or his legal representative, and
(b) if and to the extent that he was entitled to exercise the option at the
date of his death or disability.

<PAGE>

SECTION 6.03. Transferability. Options granted to a Participant under the
Plan shall not be transferable otherwise than by will, by the laws of descent
and distribution, or (if authorized in the applicable Stock Option Agreement)
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 or
to a member of the immediate family of the Participant, within the meaning of
Rule 16a-1(e) of the Securities Exchange Act of 1934, as amended, a trust for
such family members, a partnership whose only partners are such family members
or a charitable institution within the meaning of Section 501(c)(3) of the Code
(each an "Authorized Transferee"). During the Participant's lifetime, options
shall be exercised only by such Participant, such Participant's guardian or
legal representative, or such Participant's Authorized Transferee.

ARTICLE 7
CAPITAL ADJUSTMENTS

SECTION 7.01. Capital Adjustments. If any change is made in the shares of
Common Stock subject to the Plan or subject to any option granted under the
Plan (through merger, consolidation, reorganization, recapitalization, stock
dividend, split-up, combination of shares, exchange of shares, issuance of
rights to subscribe, or change in capital structure), appropriate adjustments
shall be made by either the Committee or the Board as to the maximum number of
shares subject to the Plan and the number of shares and price per share subject
to outstanding options as shall be equitable to prevent dilution or enlargement
of option rights. Any determination made by either the Committee or the Board
under this Article VII shall be final, binding and conclusive upon each
Participant.

ARTICLE 8
LEGAL REQUIREMENTS, ETC

<PAGE>

when issued, shall have, if required in the opinion of the Company's legal
counsel, the following legend, or statements of other restrictions, endorsed
thereon, and may not immediately be transferable:

The shares of Common Stock evidenced by this certificate have been issued
to the registered owner in reliance upon written representations that these
shares have been purchased for investment. These shares may not be sold,
transferred, or assigned unless, in the opinion of the Company and its legal
counsel, such sale, transfer, or assignment will not be in violation of the
Securities Act of 1933, as amended, applicable rules and regulations of the
Securities and Exchange Commission and any applicable state securities laws.

SECTION 8.03. Private Offering. The options to be granted under the Plan
are available only to a limited number of present and future consultants,
advisors and non-officer employees of the Company who have knowledge of the
Company's financial condition, management, and affairs. Such options are not
intended to provide additional capital for the Company, but are to encourage
stock ownership by the Company's personnel. By the act of accepting an option,
in the absence of an effective registration statement under the Securities Act
of 1933, as amended, Participants shall agree that upon exercise of such
option, they will acquire the shares of Common Stock that are the subject
thereof for investment and not with any intention at such time to resell or
redistribute the same, and they shall confirm such agreement at the time of
exercise, but the neglect or failure to confirm the same in writing shall not
be a limitation of such agreement.

ARTICLE 9
GENERAL

SECTION 9.02. Right of the Company to Terminate Relationship. Nothing
contained in the Plan or in a Stock Option Agreement shall confer upon any
Participant any right to be continued as a consultant, advisor or non-officer
employee of the Company, or interfere in any way with the right of the Company
to terminate such relationship for any reason whatsoever, with or without
cause, at any time.

SECTION 9.03. No Obligation to Exercise. The granting of an option
hereunder shall impose no obligation upon the Participant to exercise such
option.

<PAGE>

SECTION 9.04. Effectiveness of Plan. The Plan shall become effective upon
its adoption by the Committee and ratification of the Board. Options may be
granted under the Plan prior to the ratification of the Plan by the Board, but
no such option may be exercised prior to such approval.

SECTION 9.06. Tax Requirements. The exercise or surrender of any option
under this Plan shall constitute a Participant's full and complete consent to
whatever action the Committee or the Board elect to satisfy the Federal and
state withholding requirements, if any, which the Committee in its discretion
deems applicable to such exercise.

SECTION 9.07. Interpretations and Adjustments. To the extent permitted by
Law, an interpretation of the Plan and a decision on any matter within either
the Committee or the Board's discretion made in good faith is binding on all
persons. A misstatement or other mistake of fact shall be corrected when it
becomes known, and the person responsible shall make such adjustment on account
thereof as he considers equitable and practicable.

SECTION 9.08. Information. The Company shall, upon request or as may be
specifically required hereunder, furnish or cause to be furnished, all of the
information or documentation which is necessary or required by either the
Committee or the Board to perform its duties and functions under the Plan.

SECTION 9.09. Governing Law. The Plan and any and all options granted
thereunder shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York from time to time in effect.

SECTION 9.10. Certain Definitions.

(a) "Parent". The term "parent" shall mean a "parent corporation" as
defined in Section 424(e) of the Code.

(b) "Subsidiary". The term "subsidiary" shall mean a "subsidiary
corporation" as defined in Section 424(f) of the Code.

Exhibit 99.4

IMCLONE SYSTEMS INCORPORATED

NON-QUALIFIED
STOCK OPTION AGREEMENT

AGREEMENT, entered into as of the 4th day of January, 1999, by and between
ImClone Systems Incorporated, a Delaware corporation (the "Company"), and the
undersigned who has joined the Company as its Vice President, Product and
Process Development (the "Employee").

WHEREAS, the Company desires to grant the Employee a non-qualified stock
option to acquire shares of the Company's common stock, $.001 par value per
share ("Common Stock"); and

WHEREAS the Employee desires to accept such option subject to the terms
and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Employee, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, intending to be legally bound, hereby agree as follows:

1. Grant of Option. The Company hereby grants to the Employee a
non-qualified stock option (the "Option") to purchase all (or any part of)
60,000 (sixty thousand) shares of Common Stock (the "Shares"), on the terms and
conditions hereinafter set forth. This Option is not intended to be treated as
an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

2. Exercise Price. The exercise price (the "Exercise Price") for the
Shares covered by the Option shall be $8.44 (which was the closing price of the
Common Stock on the NASDAQ National Market on November 19, 1998, the date the
Employee accepted his position with the Company).

3. Vesting Schedule. Subject to the terms hereof, the Option shall vest
and become exercisable by the Employee cumulatively, in accordance with the
following schedule:

(a) for 25% of the shares of Common Stock subject to the Option as of
January 4, 2000;

(b) for an additional 25% of the shares of Common Stock subject to the
Option as of January 4, 2001;

<PAGE>

(d) for the remaining 25% of the shares of Common Stock subject to the
Option as of January 4, 2003.

4. Term of Option; Termination.

(1) Basic Term.The Option shall expire on, and not be exercisable
following, the tenth anniversary of the date hereof; provided, that the Option
is subject to earlier termination as provided in Section 4(b) and Section 4(c).

(2) Termination of Employee.Upon the termination of the Employee'
employment relationship with the Company or a subsidiary thereof for any reason
(other than by reason of the death or disability of the Employee), the
Employee' right to exercise any previously unexercised portion of the Option
shall immediately terminate on the date of such termination of employment.

(3) Death or Disability of Employee.In the event that the Employee dies or
is disabled while he is an employee of the Company or a subsidiary thereof, the
Option shall be exercisable only within the next 12 months immediately
succeeding such death or disability, and then only (a) in the case of death, by
the person or persons to whom the Employee' rights under the Option shall pass
by will or the laws of descent and distribution, and in the case of disability,
by the Employee or his legal representative, and (b) if and to the extent that
the Employee was entitled to exercise the Option at the date of his death or
disability. The unvested portion of the Option shall terminate immediately upon
the date of such death or disability.

5. Transferability.

(1) The Option shall not be transferred or otherwise assigned in any
manner otherwise than by will, by the laws of descent and 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 Employee' lifetime, the Option shall be exercised only by the
Employee, the Employee's guardian or legal representative, or the Employee's
transferee pursuant to a QDRO. The terms of this Agreement shall be binding
upon the heirs, executors, administrators, successors and assigns of Employee.
Any purported transfer of the Option or this Agreement contrary to the
provisions of this Section 5 shall be null and void ab initio.

(2) By acceptance of this Option and execution of this Agreement, the
Employee hereby agrees, on his own behalf and on behalf of his heirs,
executors, administrators and assigns that, in connection with any underwritten
public offering of shares of Common Stock, the Employee and the Employee'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

<PAGE>

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.

6. Method of Exercising Option; Full Payment. Subject to the terms of
Section 4(b) and Section 4(c) hereof, the Option granted hereby may be
exercised only if the Employee was, at all times during the period beginning on
the date hereof and ending on the date of such exercise, an employee of the
Company or a subsidiary. The Option shall be exercised by written notice to the
Company, addressed to the Company at its principal place of business. Such
notice shall state the Employee's election to exercise the Option and the
number of shares of Common Stock in respect of which it is then being
exercised, and shall be signed by the Employee. Such notice shall be
accompanied by (a) this Agreement (which, if not then being exercised by the
Employee for all the shares of Common Stock then remaining subject to the
Option granted hereby, shall be appropriately endorsed and returned to the
Employee); (b) payment of the full purchase price of such shares, which payment
shall be by wire transfer, certified or bank check or in stock of the Company
that has been owned by the Employee for at least six months, or as agreed to by
the Board (as defined), other consideration; and such written representations
and other documents, including legal opinions, as may be desirable, in the
opinion of the Company's legal counsel, for purposes of compliance with state
or Federal securities or other laws. In the case of payment made in stock of
the Company, the stock shall be valued at its Fair Market Value (as hereinafter
defined) on the last business day prior to the date of exercise. The term "Fair
Market Value" for the Common Stock on any particular date shall mean the last
reported sale price of the Common Stock on the principal market on which the
Common Stock trades on such date or, if no trades of Common Stock are made or
reported on such date, then on the next preceding date on which the Common
Stock traded. The Company shall deliver a certificate or certificates
representing shares of Common Stock purchased pursuant to such notice to the
Employee as soon as practicable after receipt of such notice, subject to
Section 10 hereof.

7. Capital Adjustments. If any change is made in the shares of Common
Stock subject to the Option (through merger, consolidation, reorganization,
recapitalization, stock dividend, split-up, combination of shares, exchange of
shares, issuance of rights to subscribe, or change in capital structure),
appropriate adjustments shall be made by either the Committee (as defined) or
the Board as to the maximum number of shares subject to the Option and the
number of shares and price per share subject to the Option as shall be
equitable to prevent dilution or enlargement of option rights of the Employee.
Any determination made by either the Committee or the Board under this Section
7 shall be final, binding and conclusive upon the Employee.

8. Administration; Interpretation. The Option and this Agreement shall be
administered by any of the Compensation and Stock Option Committee of the
Company (the "Committee") or the Board of Directors of the Company (the
"Board"). The interpretation and construction by the Committee or the Board of
the provisions of the Option granted hereunder and of this Agreement shall be
final, unless in the case of the Committee otherwise determined by the Board.
No member of the Board or of the Committee shall be liable for an action taken
or determination made in good faith.

<PAGE>

9. Rights as a Shareholder. The Employee shall have no rights as a
shareholder with respect to shares of Common Stock subject to the Option
granted hereby until the date of the issuance to Employee of a stock
certificate in respect of such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

10. Legal Requirements, Etc.

(1) Revenue Stamps. The Company shall be responsible and shall pay for any
transfer, revenue, or documentary stamps with respect to shares of Common Stock
issued upon the exercise of the Option.

(2) Legal Requirements. The Company shall not be required to issue
certificates for shares upon the exercise of the Option unless and until, in
the opinion of the Company's legal counsel, such issuance would not result in a
violation of any state or Federal securities or other law. As a condition to
the exercise of the Option, the Company may require Employee to make any
representation or warranty to the Company as may be required by applicable
securities laws or any other law or governmental regulation. Certificates for
shares, when issued, shall have, if required in the opinion of the Company's
legal counsel, the following legend, or statements of other restrictions,
endorsed thereon, and may not immediately be transferable:

"The shares of Common Stock evidenced by this certificate have been issued
to the registered owner in reliance upon written representations that
these shares have been purchased for investment. These shares may not be
sold, transferred, or assigned unless, in the opinion of the Company and
its legal counsel, such sale, transfer, or assignment will not be in
violation of the Securities Act of 1933, as amended, applicable rules and
regulations of the Securities and Exchange Commission and any applicable
state securities laws."

11. Private Offering. By the act of accepting this Option and executing
this Agreement, in the absence of an effective registration statement under the
Securities Act of 1933, as amended, the Employee hereby agrees that upon
exercise of such Option, he will acquire the shares of Common Stock that are
the subject thereof for the purposes of investment only, and not with any
intention at such time to resell or redistribute the same, and Employee hereby
agrees that he shall upon request of the Company confirm such agreement at the
time of exercise in a writing reasonably satisfactory to the Company and its
counsel; provided, however, that the neglect or failure to confirm the same in
writing shall in no way be construed or interpreted to be a limitation of such
agreement.

12. Right of the Company to Terminate Relationship. Nothing contained in
this Agreement shall confer upon the Employee any right to be continued as an
employee of the Company or any subsidiary thereof, or interfere in any way with
the right of the Company or any subsidiary thereof to terminate such
relationship for any reason whatsoever, with or without cause, at any time.

<PAGE>

13. No Obligation to Exercise. The granting of the Option hereunder shall
impose no obligation upon the Employee to exercise such Option.

14. Tax Requirements. The exercise or surrender of this Option shall
constitute the Employee?s full and complete consent to whatever action the
Committee or the Board elect to satisfy the Federal and state withholding
requirements, if any, which the Committee in its discretion deems applicable to
such exercise.

15. Governing Law. This Agreement and the Option granted hereby shall be
governed by, and construed and enforced in accordance with, the laws of the
State of New York from time to time in effect.

16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute a duplicate original, and all of
which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed,
by its officer thereunto duly authorized, and the Employee has executed this
Agreement, all as of the day and year first written above.

IMCLONE SYSTEMS INCORPORATED EMPLOYEE

By: /s/ John B. Landes /s/ Dr. S. Joseph Tarnowski
------------------------------ -----------------------------
John B. Landes (Sign name)
General Counsel
-----------------------------
Dr. S. Joseph Tarnowski

Address:

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Telecopier Number:

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Social Security Number: