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): October 25, 2006

IMCLONE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)

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

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

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

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 1.01.  Entry into a Material Definitive Agreement.

In connection with the resignation of Joseph L. Fischer as Interim Chief Executive Officer, which is described in Item 5.02 below, the Company entered into a letter agreement dated October 24, 2006 (the “Letter Agreement”). Pursuant to the Letter Agreement, Mr. Fischer will become entitled to (i) a separation payment of $600,000 ($500,000 of which represents guaranteed amounts for 2006) less applicable withholding, to be paid as soon practicable after the execution of the Letter Agreement, and (ii) an additional separation payment of $50,000 less applicable withholding, to be paid as soon as practicable after the expiration of a seven day revocation period relating to a release executed by Mr. Fischer relative to the Company. The Letter Agreement also provides that Mr. Fischer’s outstanding stock options will remain exercisable to the extent set forth in the Company’s stock option plans and the relevant option agreements  and/or notices as if his employment had been terminated without cause, provided, however, that the options granted to Mr. Fischer on February 28, 2006 to purchase 100,000 shares of common stock of the Company will expire as of October 24, 2006. Under the Letter Agreement, Mr. Fischer also retains his rights to indemnification as an officer or director of the Company or a fiduciary of any Company benefit plan and to coverage under the Company’s directors’ and officers’ liability policies. The Letter Agreement superseded any other rights that Mr. Fischer had in respect of salary, bonus, severance or change in control benefits under his prior letter agreement with the Company dated March 21, 2006, as supplemented by the letter agreement dated August 21, 2006, copies of which have previously been filed as exhibits with the Commission.

A copy of the Letter Agreement is attached as Exhibit 99.1 to this report.

ITEM 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

ImClone Systems Incorporated announced today that its Board of Directors has appointed Carl C. Icahn Chairman of the Board.

The Company also announced that Joseph L. Fischer has resigned as Interim Chief Executive Officer and as a member of its Board of Directors, effective yesterday, and has been replaced by a newly formed Executive Committee of the Board, which will be chaired by Alex Denner, Ph.D., and include Directors Richard Mulligan, Ph.D., and Charles Woler, Ph.D. The committee will serve as the principal executive body for the Company until such time as a Chief Executive Officer is named.

The Company also announced that Directors Vincent T. DeVita, Jr., M.D., John A. Fazio and William R. Miller will not stand for reelection to the Board at the Company’s next annual meeting, which the Company expects to host in the first quarter of 2007.

Mr. Fischer has confirmed to the Company’s Board that his resignation is not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In addition, to the knowledge of the Company, the respective decisions of Messrs. DeVita, Fazio and Miller to not stand for reelection is not due to any disagreement  with the Company on any matter relating to the Company’s operations, policies or practices.

A copy of the press release relating to these events is attached as Exhibit 99.2 to this report.

ITEM 8.01.  Other Events.

The Company announced today that Carl Icahn and related parties have withdrawn their shareholder consent solicitation, the Consent Solicitation Committee of the Board has been dissolved and the Company is withdrawing its shareholder consent revocation solicitation.

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ITEM 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Letter Agreement dated October 24, 2006 between the Company and Joseph L. Fischer
99.2	Press Release of ImClone Systems Incorporated dated October 25, 2006.

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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)
Dated: October 25, 2006	By:	/s/ Daniel J. O’Connor
		Daniel J. O’Connor
		Vice President, Interim General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter Agreement dated October 24, 2006 between the Company and Joseph L. Fischer
99.2	Press Release of ImClone Systems Incorporated dated October 25, 2006.

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EX-99.1

Exhibit 99.1

October 24, 2006

Mr. Joseph L. Fischer
180 Varick Street
New York, NY 10014

Dear Joe:

This letter will confirm the terms of your separation of service from ImClone Systems Incorporated (“ImClone”), effective as of the date hereof.

Your last day of employment with ImClone will be October 24, 2006 (the “Termination Date”).  Effective as of the Termination Date, you hereby resign all offices you currently hold in respect of your position at ImClone, including but not limited to your positions as the Interim Chief Executive Officer and as a director of ImClone.

Subject to your execution and delivery of this letter and the release attached hereto as Exhibit A, as soon as practicable thereafter you will be paid a separation payment of $600,000, ($500,000 of which represents guaranteed amounts for 2006), less applicable withholding.  In addition, subject to your execution and delivery of the release attached hereto as Exhibit B and your not revoking such release within the revocation period set forth therein, as soon as practicable following the expiration of the revocation period you will be paid an additional separation payment of $50,000, less applicable withholding.  Your outstanding stock options will remain exercisable to the extent set forth in ImClone’s stock option plans and the relevant option agreements and/or notices as if your employment was terminated by the Company without “cause”; provided, however, that notwithstanding anything elsewhere to the contrary, you agree that your non-qualified stock option under ImClone’s 2002 Stock Option Plan dated February 28, 2006 to purchase 100,000 shares of ImClone’s common stock shall expire as of the Termination Date, and you agree that you shall not be entitled to exercise any portion of such option.

You shall be entitled to receive accrued salary and accrued but unused vacation pay through your last day of employment to the extent provided in ImClone’s policies.  You shall also be entitled to reimbursement of reasonable businesses expenses incurred through the last day of your employment in accordance with ImClone’s policies, provided you submit proper documentation of such expenses no later than December 31, 2006, as well as accrued vested benefits under any employee welfare or pension plan.  You will also retain your rights to indemnification as an officer or director of the Company or a fiduciary of any Company benefit plan and to coverage under the Company’s directors and officer’s liability policies.  The Company will present you with the Company Release attached hereto as Exhibit C.

You will be entitled to no further payments in respect of salary, bonus, severance, or change of control benefits under any employee benefit plan, agreement or arrangement of the Company, except as expressly set forth herein.

The tax provision set forth in Appendix B to your letter agreement with ImClone dated as of March 21, 2006 as supplemented by the letter agreement dated August 21, 2006 (the “Employment Agreement”), and the covenants set forth in Appendix C to your Employment Agreement (regarding non-competition, non-solicitation, enforcement, confidentiality, return of Company property and co-operation), shall survive your separation of service from ImClone and remain in full force and effect as provided therein.

The terms described herein and in the releases set forth in Exhibits A, B, and C constitute the entire agreement between ImClone and you, and may not be altered or modified other than in writing signed by you and a duly authorized representative of ImClone.  No promise, inducement or agreement not expressed herein or in Exhibits A, B, or C have been made to you in connection with your execution of all such documents, and this

Agreement and the releases set forth in Exhibits A, B, and C supersede all prior arrangements, agreements, promises, communications, commitments or obligations between ImClone and you.

Please acknowledge your agreement with the foregoing by signing below and returning.

Sincerely,

ImClone Systems Incorporated

/s/ LISA M. CAMMY

Vice President, Human Resources

Accepted and acknowledged

/s/ JOSEPH L. FISCHER

Joseph L. Fischer

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Exhibit A

Employee Release

This release (“Release”) is being delivered pursuant to the requirements of the letter (“Letter”) of October 24, 2006 between ImClone Systems Incorporated (the “ImClone”) and Joseph L. Fischer (“Me,” “My” or “I”).

1.My employment with ImClone terminated on October 24, 2006 (the “Termination Date”).  As of the Termination Date, my salary and all other benefits provided by ImClone ceased.  Consequently, after the Termination Date, I will not receive, nor will I be entitled to receive, any further payment from ImClone with respect to salary, bonus, severance, change of control payments, stock options, stock grants or any other form of compensation arising from my employment with ImClone or the termination of such employment, except as expressly set forth in the last paragraph of paragraph 2 of this Release.

2.For good and valuable consideration, the receipt of which is hereby acknowledged, I voluntarily, knowingly and willingly release and forever discharge ImClone, its past and present directors, officers, managers, employees, servants, subsidiaries, divisions, parent corporations, shareholders, affiliates, and their successors (all collectively referred to hereinafter as the “Company”) from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities (all hereinafter referred to as “Claims”), known or unknown, that I ever had, now have or may hereafter claim to have against ImClone as of the Effective Date (as defined in paragraph 10 below) of this Release, arising directly or indirectly out of, or in any way connected with, based upon, or related to, my employment and its termination with ImClone, including any Claims under local, state, or federal statutory or common law based on:

(i)claims of retaliation and discrimination on the basis of race, color, age, religion, sex, sexual harassment, sexual orientation, national origin, marital status, or disability (including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans With Disabilities Act of 1990, the Immigration Reform and Control Act of 1986, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002 (a federal whistleblower law), the New York State Human Rights Law, New York City Human Rights Law, New York Equal Pay Law, N.Y. Lab. Law, Section’s 201-c (adoptive parent leave) and 740 (whistle blower statute (private employees), the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Equal Pay Act, and the New Jersey Family Leave Act, all as amended);

(ii)infliction of any tort (including, without limitation, wrongful discharge, intentional or negligent infliction of emotional distress, and defamation);

(iii)claims for wages, salary, commissions, bonuses, severance, change of control payments, stock grants, stock options or any other form of compensation;

(iv)breach of contract, whether actual or implied, written or oral; and

(v)any violation of any pension or welfare plan or any other benefit plan or arrangement (including, without limitation, any claims under the Employee Retirement Income Security Act of 1974).

I acknowledge and agree that, by virtue of the foregoing, I have waived any and all relief available to me (including, without limitation, monetary damages, equitable relief and reinstatement) under any of the Claims and/or causes of action waived in this paragraph.  However, notwithstanding any of the foregoing, I do not release any claims relating to any of the following:  (a) my rights, if any, to indemnification as an officer or director of ImClone or a fiduciary of any Company benefit plan, (b) my rights, if any, to coverage under ImClone’s directors and officer’s liability policies, (c) claims for accrued salary and vacation through the Termination Date and accrued vested benefits under any employee welfare benefit or pension plan of ImClone, (d) my vested awards under any stock option plans, option agreements, and/or notices to the extent set forth in the Letter, which awards shall be

subject to all the terms and conditions of such documents, (e) my right to reimbursement of reasonable business expenses incurred through the Termination Date in accordance with ImClone’s policy, provided I submit proper documentation no later than December 31, 2006, (f) my rights under the Letter with regard to the six hundred thousand dollar ($600,000) payment, and (g) my rights in respect of Taxes to the extent set forth in the last paragraph of the Letter.  This Release does not apply to any claim under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act.

3.I further represent that I have not, at any time up to and including the date on which I sign this Release, commenced, and will not in the future commence, to the full extent permitted by law, any action or proceeding, or file any charge or complaint of any nature arising out of the matters released in paragraph 2; provided, however, that nothing in this Letter shall be construed to prevent me from filing a charge with, or participating in an investigation conducted by, the U.S. EEOC or applicable state agency, to the extent required or permitted by law or to prevent any challenge by me to the waiver and release of any claim released in paragraph 2 above.

4.I agree that I shall be responsible for my own attorney’s fees and costs, and that I will not seek reimbursement from ImClone for attorney’s fees or costs, incurred by me in connection with my employment, the termination of my employment, or the negotiation and execution of this Release.  I further agree that if I commence any action or proceeding in violation of paragraph 3 or otherwise breach this Release, I will indemnify ImClone and hold it harmless from attorney’s fees and costs.

5.I represent that I have fully complied or will comply within ten days following the Termination Date with the “Return of Company Property” provisions in Appendix C of the employment agreement between ImClone and me dated March 21, 2006 (as supplemented by the letter agreement dated August 23, 2006).

6.I agree not to take any action detrimental to the interests of ImClone, including, without limitation, negatively commenting on, disparaging or calling into question the business operations or conduct of ImClone or its past or present shareholders, directors, officers, executives, employees or agents.

7.The Letter and this Release are not intended, and shall not be construed, as an admission that ImClone has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against me.  The Letter and this Release are non-precedential and shall not be used as evidence in any other proceeding, except for any proceeding to enforce the terms of the Letter and this Release.

8.I acknowledge that I can take up to twenty one (21) days from the Termination Date to review and decide whether I will enter into this Release (the “Consideration Period”).  To the extent that I have elected to enter into this Release prior to such time, I have done so voluntarily, and have knowingly waived the Consideration Period.

9.I acknowledge that I: (a) have carefully read this Release in its entirety; (b) have had an opportunity to consider it fully for at least the Consideration Period; (c) have been, and am hereby, advised by ImClone in writing to consult with an attorney of my own choosing in connection with this Release; (d) fully understand the significance of all of the terms and conditions of this Release and have discussed them with an independent attorney of my own choosing, or have had a reasonable opportunity to do so; (e) have had answered to my satisfaction any questions I have asked with regard to the meaning and significance of any of the terms or provisions of this Release; and (f) am signing this Release voluntarily and of my own free will and agree to all the terms and conditions contained herein.

10.I understand that I can accept this Release by signing it and returning it to Lisa M. Cammy, ImClone Systems Incorporated, 33 ImClone Drive, Branchburg, New Jersey, 08876, or other officer or director of ImClone, whereupon this Release shall become effective (the “Effective Date”).

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11.This Release shall be construed and enforced pursuant to the laws of the State of New York (applicable to contracts to be performed wholly with such state), without regard to its conflict of law principles.  Any action to enforce any provision of this Release shall be brought in the Supreme Court of the State of New York, Manhattan County.

12.Should any of the provisions of this Release be rendered invalid by a court or government agency of competent jurisdiction, it is agreed that any such ruling shall not in any way or manner affect the enforceability of other provisions of this Release, which shall remain in full force and effect.

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The above sets forth our agreement as I understand it and consent to it.

ImClone Systems Incorporated
By	/s/ LISA M. CAMMY
	Vice President, Human Resources
	/s/ JOSEPH L. FISCHER
	Joseph L. Fischer

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Exhibit B

Employee Release

This release (“Release”) is being delivered pursuant to the requirements of the letter (“Letter”) of October 24, 2006 between ImClone Systems Incorporated (the “ImClone”) and Joseph L. Fischer (“Me,” “My” or “I”).

1.My employment with ImClone terminated on October 24, 2006 (the “Termination Date”).  As of the Termination Date, my salary and all other benefits provided by ImClone ceased.  Consequently, after the Termination Date, I will not receive, nor will I be entitled to receive, any further payment from ImClone with respect to salary, bonus, severance, change of control payments, stock options, stock grants or any other form of compensation arising from my employment with ImClone or the termination of such employment, except as expressly set forth in the last paragraph of paragraph 2 of this Release.

2.For good and valuable consideration, the receipt of which is hereby acknowledged, I voluntarily, knowingly and willingly release and forever discharge ImClone, its past and present directors, officers, managers, employees, servants, subsidiaries, divisions, parent corporations, shareholders, affiliates, and their successors (all collectively referred to hereinafter as the “Company”) from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities (all hereinafter referred to as “Claims”), known or unknown, that I ever had, now have or may hereafter claim to have against ImClone as of the Effective Date (as defined in paragraph 10 below) of this Release, arising directly or indirectly out of, or in any way connected with, based upon, or related to, my employment and its termination with ImClone, including any Claims under local, state, or federal statutory or common law based on:

(i)claims of retaliation and discrimination on the basis of race, color, age, religion, sex, sexual harassment, sexual orientation, national origin, marital status, or disability (including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Immigration Reform and Control Act of 1986, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002 (a federal whistleblower law), the New York State Human Rights Law, New York City Human Rights Law, New York Equal Pay Law, N.Y. Lab. Law, Section’s 201-c (adoptive parent leave) and 740 (whistle blower statute (private employees), the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Equal Pay Act, and the New Jersey Family Leave Act, all as amended);

(ii)infliction of any tort (including, without limitation, wrongful discharge, intentional or negligent infliction of emotional distress, and defamation);

(iii)claims for wages, salary, commissions, bonuses, severance, change of control payments, stock grants, stock options or any other form of compensation;

(iv)breach of contract, whether actual or implied, written or oral; and

(v)any violation of any pension or welfare plan or any other benefit plan or arrangement (including, without limitation, any claims under the Employee Retirement Income Security Act of 1974).

I acknowledge and agree that, by virtue of the foregoing, I have waived any and all relief available to me (including, without limitation, monetary damages, equitable relief and reinstatement) under any of the Claims and/or causes of action waived in this paragraph.  However, notwithstanding any of the foregoing, I do not release any claims relating to any of the following:  (a) my rights, if any, to indemnification as an officer or director of ImClone or a fiduciary of any Company benefit plan, (b) my rights, if any, to coverage under ImClone’s directors and officer’s liability policies, (c) claims for accrued salary and vacation through the Termination Date and accrued vested benefits under any employee welfare benefit or pension plan of ImClone, (d) my vested awards under any stock option

plans, option agreements, and/or notices to the extent set forth in the Letter, which awards shall be subject to all the terms and conditions of such documents, (e) my right to reimbursement of reasonable business expenses incurred through the Termination Date in accordance with ImClone’s policy, provided I submit proper documentation no later than December 31, 2006, (f) my rights under the Letter with regard to the fifty thousand dollar ($50,000) payment, and (g) my rights in respect of Taxes to the extent set forth in the last paragraph of the Letter.

3.I further represent that I have not, at any time up to and including the date on which I sign this Release, commenced, and will not in the future commence, to the full extent permitted by law, any action or proceeding, or file any charge or complaint of any nature arising out of the matters released in paragraph 2; provided, however, that nothing in this Letter shall be construed to prevent me from filing a charge with, or participating in an investigation conducted by, the U.S. EEOC or applicable state agency, to the extent required or permitted by law or to prevent any challenge by me to the waiver and release of any claim released in paragraph 2 above.

4.I agree that I shall be responsible for my own attorney’s fees and costs, and that I will not seek reimbursement from ImClone for attorney’s fees or costs, incurred by me in connection with my employment, the termination of my employment, or the negotiation and execution of this Release.  I further agree that if I commence any action or proceeding in violation of paragraph 3 or otherwise breach this Release, I will indemnify ImClone and hold it harmless from attorney’s fees and costs.

5.I represent that I have fully complied or will comply within ten days following the Termination Date with the “Return of Company Property” provisions in Appendix C of the employment agreement between ImClone and me dated March 21, 2006 (as supplemented by the letter agreement dated August 23, 2006).

6.I agree not to take any action detrimental to the interests of ImClone, including, without limitation, negatively commenting on, disparaging or calling into question the business operations or conduct of ImClone or its past or present shareholders, directors, officers, executives, employees or agents.

7.The Letter and this Release are not intended, and shall not be construed, as an admission that ImClone has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against me.  The Letter and this Release are non-precedential and shall not be used as evidence in any other proceeding, except for any proceeding to enforce the terms of the Letter and this Release.

8.I acknowledge that I can take up to twenty one (21) days from the Termination Date to review and decide whether I will enter into this Release (the “Consideration Period”).  To the extent that I have elected to enter into this Release prior to such time, I have done so voluntarily, and have knowingly waived the Consideration Period.

9.I acknowledge that I: (a) have carefully read this Release in its entirety; (b) have had an opportunity to consider it fully for at least the Consideration Period; (c) have been, and am hereby, advised by ImClone in writing to consult with an attorney of my own choosing in connection with this Release; (d) fully understand the significance of all of the terms and conditions of this Release and have discussed them with an independent attorney of my own choosing, or have had a reasonable opportunity to do so; (e) have had answered to my satisfaction any questions I have asked with regard to the meaning and significance of any of the terms or provisions of this Release; and (f) am signing this Release voluntarily and of my own free will and agree to all the terms and conditions contained herein.

10.I understand that I can accept this Release by signing it and returning it to Lisa M. Cammy, ImClone Systems Incorporated, 33 ImClone Drive, Branchburg, New Jersey, 08876 or other officer or director of ImClone.  I may revoke this Release for a period of seven (7) calendar days after my execution of it (the “Revocation Period”) by delivering to Ms. Cammy at the above address a notarized written

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notice of my desire to revoke this Release that is received by Ms. Cammy no later than 5:00 pm EST on the last day comprising the Revocation Period.  This Release shall become effective (the “Effective Date”) eight days following the date it is signed by me and returned to and received by Ms. Cammy at the above address or other officer or director of ImClone, if I do not revoke this Release prior to such time by written notice to Ms. Cammy.  In the event that I revoke this Release as set forth above, no payment shall be due me under the Letter.

11.This Release shall be construed and enforced pursuant to the laws of the State of New York (applicable to contracts to be performed wholly with such state), without regard to its conflict of law principles.  Any action to enforce any provision of this Release shall be brought in the Supreme Court of the State of New York, Manhattan County.

12.Should any of the provisions of this Release be rendered invalid by a court or government agency of competent jurisdiction, it is agreed that any such ruling shall not in any way or manner affect the enforceability of other provisions of this Release, which shall remain in full force and effect.

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The above sets forth our agreement as I understand it and consent to it.

ImClone Systems Incorporated
By	/s/ LISA M. CAMMY
	Vice President, Human Resources
/s/  JOSEPH L. FISCHER
Joseph L. Fischer
Date: 10/24/06

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Exhibit C

Company Release

This release (the “Release”) is being delivered pursuant to the requirements of the letter (“Letter”) of October 24, 2006 between ImClone Systems Incorporated (“ImClone”) and Joseph L. Fischer (“You”).

1.For good and valuable consideration, the receipt of which is hereby acknowledged,  ImClone, on its own behalf and on behalf of its past and present directors, officers, managers, employees, servants, subsidiaries, divisions, parent corporations, shareholders, affiliates, and their successors (all collectively referred to hereinafter as the “Company”) voluntarily, knowingly and willingly releases and forever discharges you and your beneficiaries from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, in each case with regard to which a member of the current Board of Directors of ImClone (the “Board”) is aware of the facts relating thereto (the “Condition”) (all hereinafter referred to as “Claims”), that the Company ever had, now have or may hereafter claim to have against you as of the Effective Date (as defined in the Employee Release attached as Exhibit A to the Letter), arising directly or indirectly out of, or in any way connected with, based upon, or related to, your services as an officer or director of the Company, or the termination thereof, including any Claims under local, state, or federal statutory or common law.

The Company acknowledges and agrees that, by virtue of the foregoing, the Company has waived any and all relief available to it (including, without limitation, monetary damages, equitable relief and reinstatement) under any of the Claims and/or causes of action waived in this paragraph.  However, notwithstanding any of the foregoing, this Release shall not apply and the Company does not waive its rights under the Letter or obligations surviving thereunder, or the employee releases attached to the Letter as Exhibit A and Exhibit B.  Furthermore, the Company agrees that the foregoing release shall be deemed to apply without the Condition, other than Claims relating to your illegal or self dealing activities of a material nature, if the Company has not either notified you in writing of such Claim or commenced a legal action against you with regard thereto, prior to November 1, 2007.

2.The Company further represents that it has not, at any time up to and including the date on which it signs this Release, commenced, and will not in the future commence, to the full extent permitted by law, any action or proceeding, or file any charge or complaint of any nature arising out of the matters released by paragraph 1.

3.The Company agrees that it shall be responsible for its own attorney’s fees and costs, and that it will not seek reimbursement from you for attorney’s fees or costs, incurred by it in connection with your employment as an officer or director, the termination of your employment, or the negotiation and execution of this Release. 

The Company further agrees that if it commences any action or proceeding against you for any matter released herein, it will indemnify you and hold you harmless from attorney’s fees and costs.

4.The Letter and this Release are not intended, and shall not be construed, as an admission that you have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against the Company.  The Letter and this Release are non-precedential and shall not be used as evidence in any other proceeding, except for any proceeding to enforce the terms of the Letter and this Release.

5.The Company acknowledges that it: (a) has carefully read this Release in its entirety; (b) has had ample opportunity to consider it fully; (c) has been, and is hereby, advised to consult with an attorney of its own choosing in connection with this Release; (d) fully understands the significance of all of the terms and conditions of this Release and has discussed them with an independent attorney of its own choosing, or have had a reasonable opportunity to do so; (e) has had answered to its satisfaction any questions it has asked with regard to the meaning and significance of any of the terms or provisions of this Release; and (f) is signing this Release voluntarily and of its own free will and agrees to all the terms and conditions contained herein.

6.This Release shall become effective upon the date it is signed by ImClone and returned to me at 37E. Church Street, Bethlehem, PA 18018, provided it is so received no later than the fifth (5th) day following the Effective Date.

7.This Release shall be construed and enforced pursuant to the laws of the State of New York (applicable to contracts to be performed wholly with such state), without regard to its conflict of law principles.  Any action to enforce any provision of this Release shall be brought in the Supreme Court of the State of New York, Manhattan County.

8.Should any of the provisions of this Release be rendered invalid by a court or government agency of competent jurisdiction, it is agreed that any such ruling shall not in any way or manner affect the enforceability of other provisions of this Release, which shall remain in full force and effect.

The above sets forth our agreement as the Company understands it and consent to it.

ImClone Systems Incorporated

/s/ LISA M. CAMMY

Vice President, Human Resources

/s/ Joseph L. Fischer

Joseph L. Fischer

Date: 10/24/06

EX-99.2

Exhibit 99.2

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

CARL C. ICAHN APPOINTED CHARIMAN OF IMCLONE SYSTEMS

Joseph L. Fischer Resigns as Interim CEO and Director and Is Replaced by Newly Formed
Executive Committee of the Board

New York, NY — October 25, 2006 —ImClone Systems Incorporated (NASDAQ: IMCL) today announced that its Board of Directors has appointed Carl C. Icahn Chairman of the Board.  The Company also announced that Joseph L. Fischer has resigned as Interim Chief Executive Officer and as a member of the ImClone Systems Board of Directors, effective yesterday, and has been replaced by a newly formed Executive Committee of the Board, which will be chaired by Alex Denner, Ph.D., and include Directors Richard Mulligan, Ph.D., and Charles Woler, M.D., Ph.D.  The committee will serve as the principal executive body for the Company until such time as a Chief Executive Officer is named.

The Company also announced that Directors Vincent T. DeVita, Jr., M.D., John A. Fazio and William R. Miller will not stand for reelection to the Board at the Company’s next annual meeting, which the Company expects to host in the first quarter of 2007.  As a result of this decision, Carl Icahn and related parties have withdrawn their shareholder consent solicitation, the Consent Solicitation Committee of the Board has been dissolved and the Company is withdrawing its shareholder consent revocation solicitation.

The Board also determined today that it would waive all director fees for 6 months and all option grants for the next year.  Regarding this decision, Mr. Icahn stated: “The board fees and option grants at ImClone have been egregious, especially in light of the fact that shares have declined from a high of $86 to the current price of $30 in the past three years.  The options given to directors in corporate America have become disturbingly unrealistic, given that there is little correlation between the number of options granted and the performance of the companies being governed.”  Mr. Icahn pointed out that AREP, a public company on the New York Stock Exchange (Ticker symbol: ACP), which he controls, grants no options to board members and during the last three years the stock has moved from $8 to $62.

Additionally Mr. Icahn stated: “ERBITUX is an important drug, and action must be taken quickly to make up for the errors and inaction of the last three years.  My immediate priorities as chairman are to 1) investigate the reasons for why the relationship between ImClone Systems and its partner Bristol-Myers Squibb has seriously deteriorated over the past few years and 2) to act expeditiously to find a qualified CEO with biotechnology experience.”

About ImClone Systems Incorporated

ImClone Systems Incorporated is 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.  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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