SC 14D9/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5

to

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

ImClone Systems Incorporated

(Name of Subject Company)

ImClone Systems Incorporated

(Name of Person Filing Statement)

Common Stock, par value $0.001 per share, and Associated Preferred Stock Purchase Rights
(Title of Class of Securities)

45245W109
(CUSIP Number of Class of Securities)

Andrew K. W. Powell, Esq.
Senior Vice President and General Counsel
180 Varick Street
New York, NY 10014
(646) 638-5078
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the persons filing statement)

With a copy to:
Joel A. Yunis, Esq.
Evan L. Greebel, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY 10022
(212) 940-8800

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	Item 8. Additional Information
	Item 9. Exhibits
SIGNATURE
EX-99(A)(8)

This Amendment No. 5 to the Schedule 14D-9 (the “Amendment”) amends and supplements the Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on October 14, 2008 (as amended from time to time, the “Schedule 14D-9”) by ImClone Systems Incorporated (the “Company”), a Delaware corporation. The Schedule 14D-9 relates to the tender offer (the “Offer”) by Alaska Acquisition Corporation, a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Eli Lilly and Company, an Indiana corporation (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.001 per share, and the associated preferred stock purchase rights, of the Company (collectively, the “Shares”) for $70.00 per Share, net to the holder thereof in cash, without interest thereon (the “Offer Price”), subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase dated October 14, 2008 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-9, respectively.

The information in the Schedule 14D-9 is incorporated in this Amendment by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used but not defined herein have the meanings set forth in the Schedule 14D-9.

Item 8. Additional Information.

Item 8 (“Additional Information”) of the Schedule 14D-9 is hereby amended and supplemented by adding the following heading and paragraphs after the last paragraph on page 30 under the heading “Appraisal Rights”:

“Expiration of the Offer

     The Offer expired at 12:00 midnight, New York City time, on November 20, 2008. According to the depositary for the Offer, approximately 85,401,945 million Shares were tendered pursuant to the Offer and not properly withdrawn (approximately 5,175,275 million of which were presented pursuant to notices of guaranteed delivery), representing approximately 95.5 percent of the outstanding Shares. Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn prior to the expiration of the Offer.

     On November 21, 2008, Parent and ImClone issued a joint press release announcing the results of the Offer. A copy of the joint press release is filed as Exhibit (a)(8) hereto and is incorporated herein by reference.”

Item 9. Exhibits.

Item 9 (“Exhibits”) of the Schedule 14D-9 is amended and supplemented by adding the following exhibit thereto:

(a)(8) Joint Press Release, dated November 21, 2008, issued by Eli Lilly and Company and ImClone Systems Incorporated.*

* Filed herewith

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 21, 2008  

IMCLONE SYSTEMS INCORPORATED
By:	/s/ Andrew K. W. Powell
	Name:	Andrew K. W. Powell
	Title:	Senior Vice President and General Counsel

EX-99.A.8

Exhibit (a)(8)

ImClone Systems Incorporated 180 Varick Street New York, New York 10014 U.S.A. www.imclone.com	Eli Lilly and Company Lilly Corporate Center Indianapolis, Indiana 46285 U.S.A. www.lilly.com

Date: November 21, 2008

For Release:	Immediately
Refer to:	Lilly:
	(317) 276-5795 — Mark E. Taylor (Media) or (317) 651-4808 — Ronika Pletcher
	(Investors)
	ImClone:
	(908) 243-9945 — Tracy Henrikson or (646) 638-5045 — Rebecca Gregory
	media@imclone.com

Lilly Completes Cash Tender Offer for ImClone Systems

Indianapolis, IN and New York, NY — Eli Lilly and Company (NYSE: LLY) and ImClone Systems Incorporated (NASDAQ: IMCL) today announced the successful completion of the previously announced tender offer by Lilly’s wholly-owned subsidiary, Alaska Acquisition Corporation, for all outstanding shares of ImClone at a price of $70.00 per share in cash. The offer expired at 12:00 midnight EST, on Thursday, November 20, 2008.

The depositary for the tender offer has advised Lilly and ImClone that, as of the expiration of the tender offer, approximately 85,401,945 shares (including 5,175,275 shares that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the tender offer, representing approximately 95.5 percent of ImClone’s issued and outstanding shares. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer.

Lilly intends to complete the acquisition of ImClone through a short-form merger on or about Monday, November 24, 2008, in which all outstanding shares of ImClone common stock not purchased by Alaska Acquisition in the tender offer will be converted into the right to receive $70.00 net per share in cash.

About Eli Lilly and Company

Lilly, a leading innovation-driven corporation, is developing a growing portfolio of first-in-class and best-in-class pharmaceutical products by applying the latest research from its own worldwide laboratories and from collaborations with eminent scientific organizations. Headquartered in Indianapolis, Ind., Lilly provides answers — through medicines and information — for some of the world’s most urgent medical needs. Additional information about Lilly is available at www.lilly.com. C-LLY

About ImClone Systems Incorporated

ImClone Systems Incorporated is a fully integrated global biopharmaceutical company committed to advancing oncology care by developing and commercializing a portfolio of targeted biologic treatments designed to address the medical needs of patients with a variety of cancers. ImClone’s research and development programs include growth factor blockers and angiogenesis inhibitors. ImClone’s headquarters and research operations are located in New York City, with additional administration and manufacturing facilities in Branchburg, New Jersey. For more information about ImClone, please visit ImClone’s web site at http://www.imclone.com.

This press release contains forward-looking statements that are based on Lilly management’s current expectations, but actual results may differ materially due to various factors. Lilly cannot guarantee that the transaction described in this press release will close or that Lilly will realize anticipated operational efficiencies following any such transaction with ImClone. The current credit market may increase the cost of financing the transaction. For additional information about the factors that affect Lilly’s and ImClone’s respective businesses, please see Lilly’s latest Form 10-K filed February 2008 and Form 10-Q filed November 2008, and please see ImClone’s latest Form 10-K filed February 2008 and Form 10-Q filed November 2008, respectively. Any provisions of the Private Securities Litigation Reform Act of 1995 that may be referenced in such filings are not applicable to any forward-looking statements made in connection with the offer.

Certain matters discussed in this news release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although ImClone believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those currently expected. Many of these factors are beyond ImClone’s ability to control or predict. For forward-looking statements in this news release, other than those statements that relate to the tender offer, ImClone claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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