8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2005

IMCLONE SYSTEMS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	0-19612	04-2834797
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

180 Varick Street
New York, New York	10014
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code)      (212) 645-1405

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

ImClone Systems Incorporated (the “Company”) announced today that Daniel S. Lynch has resigned as Chief Executive Officer and Director of the Company, effective today, by mutual agreement with the Company’s Board of Directors (the “Board”).  By mutual agreement, such resignation is treated as a termination by the Company without cause under Mr. Lynch’s employment agreement with the Company dated as of March 19, 2004 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 19, 2004).

The Company further announced that, effective today, Philip Frost, M.D., Ph.D., Executive Vice President and Chief Scientific Officer of the Company, age 65, has been appointed as the Company’s Interim Chief Executive Officer.  Dr. Frost will continue to serve as Chief Scientific Officer of the Company, a position he has held since March 1, 2005.  In his capacity as Chief Scientific Officer, Dr. Frost receives a base salary of $380,000.  For 2005, Dr. Frost is entitled to receive a bonus equal to at least 50% of his base salary at year-end, with any bonuses thereafter to be granted at the discretion of the Board.  Upon joining the Company, Dr. Frost received a sign-on bonus of $100,000 and an inducement grant of non-qualified stock options to purchase 100,000 shares of the Company’s common stock (granted pursuant to NASDAQ Marketplace Rule 4350(i)(1)(A)(iv) and governed by the Company’s 2005 Inducement Stock Option Plan), which options vest ratably over four years and have an exercise price of $43.93 (the closing price of the Company’s common stock on the date of grant). Any additional grants of stock options shall be made at the discretion of the Board.  In addition, Dr. Frost is a participant in the Company’s Senior Executive Severance Plan and Change in Control Plan.  In addition to the compensation set forth above for his service as Chief Scientific Officer, Dr. Frost will receive $10,000 per month in base salary in his capacity as Interim Chief Executive Officer.

The text of the press release, which is attached as Exhibit 99.1, is incorporated by reference herein in its entirety.

ITEM 9.01.  Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press Release of ImClone Systems Incorporated, dated November 10, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IMCLONE SYSTEMS INCORPORATED (Registrant)
	By:	/s/ Erik D. Ramanathan
Dated: November 10, 2005		Erik D. Ramanathan Vice President, General Counsel

EX-99.1

ImClone Systems
Incorporated
	180 Varick Street New York, NY 10014 Tel: (212) 645-1405 Fax: (212) 645-2054 www.imclone.com

ImClone Systems Incorporated
Investors:	Media:
Andrea F. Rabney	David M. F. Pitts
(646) 638-5058	(646) 638-5058
Stefania Bethlen
(646) 638-5058

DANIEL S. LYNCH RESIGNS AS CEO OF IMCLONE SYSTEMS

Philip Frost, M.D., Ph.D, Named Interim CEO

Board Initiates External Search for Permanent Replacement

NEW YORK — November 10, 2005 — ImClone Systems Incorporated (NASDAQ: IMCL) announced today that Daniel S. Lynch, Chief Executive Officer since February 2004, has resigned his positions of CEO and Director by mutual agreement with the Company’s Board of Directors.

Philip Frost, M.D., Ph.D, currently Executive Vice President and Chief Scientific Officer, will serve as Interim CEO while the Board conducts an external search for a permanent CEO.  Dr. Frost will continue to serve as the Company’s Chief Scientific Officer.

The Company will continue to focus its efforts on four strategic objectives: maximizing the commercial and clinical potential of Erbitux; advancing the Company’s pipeline of novel oncology product candidates; completing business development transactions that are strategically and financially compelling; and adding the key assets necessary for the Company to meet its goals.

“We want to thank Dan for his leadership during an important and challenging phase of ImClone Systems’ corporate growth and development,” stated David M. Kies, Chairman of ImClone Systems. “Dan has been instrumental in positioning the company for success, with its first commercialized oncology product in Erbitux® and many of the components of a fully integrated biopharmaceutical company in place.  Dr. Frost is a seasoned and highly respected pharmaceutical executive with over 30 years of experience in researching, developing and commercializing oncology products.  We are pleased to have a person of Phil’s caliber on our management team to step in and lead the Company during the external search for a permanent CEO.”

“ImClone Systems has strong management with proven expertise in each of the critical functional areas of a successful, integrated biopharmaceutical company,” said Dr. Frost.  “I look forward to working with my colleagues and the Board to ensure a smooth and successful transition to new leadership.”

From 1995 until he joined ImClone Systems, Dr. Frost served as Vice President of Oncology and as Co-Director of the Oncology Therapeutic Area Leadership Team at Wyeth. While at Wyeth, Dr. Frost was responsible for the establishment of molecular targeting as the central focus of Wyeth’s oncology drug discovery. Dr. Frost was also responsible for establishing numerous academic collaborations with major oncology institutions and was the primary reviewer for Wyeth of all potential oncology alliances in industry and academia.  Prior to coming to Wyeth, Dr. Frost served as a consultant for CaP Cure and as a Vice President of Oncology for the Sandoz Research Institute.

About ImClone Systems

ImClone Systems Incorporated is committed to advancing oncology care by developing a portfolio of targeted biologic treatments, designed to address the medical needs of patients with a variety of cancers. The Company’s research and development programs include growth factor blockers and angiogenesis inhibitors. ImClone Systems’ strategy is to become a fully integrated biopharmaceutical company, taking its development programs from the research stage to the market. ImClone Systems’ headquarters and research operations are located in New York City, with additional administration and manufacturing facilities in Branchburg, New Jersey.

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 the company 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 projected. Many of these factors are beyond the company’s ability to control or predict. Important factors that may cause actual results to differ materially and could impact the company and the statements contained in this news release can be found in the company’s filings with the Securities and Exchange Commission including quarterly reports on Form 10-Q, current reports on Form 8-K and annual reports on Form 10-K. For forward-looking statements in this news release, the company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise.

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