X0201 3/A 2002-04-03 2003-04-15 0 0000765258 IMCLONE SYSTEMS INC/DE IMCL 0001177079 MARTELL RON 0 1 0 0 VP, Marketing & Sales Common Stock 15883 D Employee Stock Option (Right to Buy) 5.0625 1988-08-08 2008-12-31 Common Stock 60000 D Employee Stock Option (Right to Buy) 14 1988-08-08 2009-11-01 Common Stock 129209 D Employee Stock Option (Right to Buy) 31.8125 1988-08-08 2010-12-20 Common Stock 24000 D Employee Stock Option (Right to Buy) 30.08 1988-08-08 2012-01-16 Common Stock 24000 D Contract 0 1988-08-08 1988-08-08 Common Stock 0 D These employee stock options become exercisable as to the original amount in four equal annual installments beginning on December 31, 1999. These employee stock options become exercisable as to the original amount in four equal annual installments beginning on November 2, 2000. These employee stock options become exercisable as to the original amount in two equal annual installments beginning on December 21, 2001. These employee stock options become exercisable as to the original amount in two equal annual installments beginning on January 17, 2003. On December 11, 2001, the Reporting Person entered into a contract (the "Contract") relating to 35,355 shares of common stock of the Issuer (the "Share Amount"), pursuant to which the Reporting Person agreed to deliver up to 35,355 shares to the counterparty under the Contract (the "Counterparty") on January 12, 2004 (the "Settlement Date") as follows: CONTINUED FROM FOOTNOTE #5, (i) if the per share closing price of common stock on January 12, 2004 (the "Final Price")is less than $71.928 (the "Floor Price"), shares in an amount equal to the Share amount; CONTINUED FROM FOOTNOTE #6 (ii) if the Final Price is less than or equal to $93.506 (the "Cap Price"), but greater than or equal to the Floor Price, shares in an amount equal to: the Floor Price/the Final Price X Share Amount CONTINUED FROM FOOTNOTE #7 (iii)if the Final Price is greater than the Cap Price, shares in an amount equal to: the Floor Price+(the Final Price-the Cap Price)/the Final Price X the Share amount In consideration for the contract. the Reporting Person received an aggregate cash amount equal to $2,161,561.90. The Reporting Person pledged the amount of shares of common stock equal to the Share amount to secure his obligations under the Contract. /s/ Ronald Martell 2004-01-14