from 10-K 117 pages Amended and Restated Co-Development and Co-Commercialization Agreement for Erbitux ® in Japan Among

from 10-K 17 pages Bms-Imclone Japan Agreement

from 10-K 5 pages This Letter Agreement (This “Agreement”) Is Intended to Clarify the Rights and Responsibilities of Merck Kgaa, a German Corporation With General Partners (“Merck”), Merck Serono Japan Company, Limited, a Japanese Corporation (“Mj”), and Imclone Systems Incorporated, a Delaware Corporation (“Imclone”), Under the Japan Agreement and Under That Certain Development and License Agreement, Dated December 14, 1998, Between Merck and Imclone (As Such Agreement Has Been Amended, Modified and Supplemented, the “Existing Agreement”) With Respect to Japan in Light of Their Entry Into the Japan Agreement. This Agreement Shall Become Effective Upon the Signing of the Japan Agreement by All of the Parties Thereto (The “Effective Date”). Unless Otherwise Indicated, Initially Capitalized Terms Shall Have the Meanings Given to Them in the Japan Agreement. 1. Royalties for Japan; Other Matters Under Japan Agreement

from 10-K 21 pages Settlement Agreement and Mutual Release

from 10-K 14 pages Amended and Restated License Agreement

from 10-K 2 pages Computation of ratios

from 10-K 2 pages Subsidiaries of the registrant

from 10-K 2 pages Consent of expert or counsel

from 10-K 2 pages Management certification of annual or quarterly disclosure

from 10-K 2 pages Management certification of annual or quarterly disclosure

from 10-K 2 pages Management certification of financial report

from 10-K g335759.jpg