X0201 4 2004-01-12 0 0000765258 IMCLONE SYSTEMS INC/DE IMCL 0001177079 MARTELL RON 0 1 0 0 SVP, Commercial Operations Contract 0 1988-08-08 4 J 0 0 0 A 1988-08-08 1988-08-08 Common Stock 0 0 D All reported transactions relate to the settlement of a contract (the "Contract") entered into by the Reporting Person on December 11, 2001, 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 #1 (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 #2 (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 the Share Amount CONTINUED FROM FOOTNOTE #3 (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 Share Amount CONTINUED FROM FOOTNOTE #4 On the Settlement Date the Final Price was $40.90 and consequently, the Reporting Person delivered to the Counterparty 35,355 shares of common stock of the Issuer. Please see footnotes 1-5. Ronald Martell 2004-01-14