{"id":43502,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/preferred-stock-purchase-agreement-imclone-systems-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"preferred-stock-purchase-agreement-imclone-systems-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/preferred-stock-purchase-agreement-imclone-systems-inc-and.html","title":{"rendered":"Preferred Stock Purchase Agreement &#8211; ImClone Systems Inc. and Merck KGaA"},"content":{"rendered":"<pre>                       PREFERRED STOCK PURCHASE AGREEMENT\n\n      PREFERRED STOCK PURCHASE AGREEMENT (the 'Agreement'), dated as of December\n3, 1997 by and between ImClone  Systems  Incorporated,  a Delaware  corporation,\nwith a principal  place of business at 180 Varick Street,  7th Floor,  New York,\nNew York 10014, USA (the 'Company'),  and Merck KGaA,  Frankfurter  Strasse 250,\nD-64271, Darmstadt 1, Germany (the 'Buyer').\n\n      WHEREAS:\n\n      A. The Company and the Buyer are executing and  delivering  this Agreement\nin reliance upon the exemption from securities registration afforded by Rule 506\nunder  Regulation  D  ('Regulation  D')  as  promulgated  by the  United  States\nSecurities and Exchange Commission (the 'SEC') under the Securities Act of 1933,\nas amended (the '1933 Act');\n\n      B. The Buyer  wishes to  purchase,  in the  amounts and upon the terms and\nconditions  stated  in  this  Agreement,   shares  of  the  Company's  Series  A\nConvertible  Preferred Stock, $1.00 par value per share (the 'Series A Preferred\nStock'); and\n\n      'C.  WHEREAS,  the parties have also on this day entered into an amendment\nto their Research and License  Agreement  dated December 19, 1990, as previously\namended by amendments dated each of September 1, 1993,  November 2, 1993 and May\n14, 1996' (the 'Amendment').\n\n      NOW THEREFORE, the Company and the Buyer hereby agree as follows:\n\n1.    PURCHASE AND SALE OF PREFERRED STOCK.\n\n      a.  Purchase of Preferred  Stock.  The Company shall issue and sell to the\nBuyer on the  Closing  Date (as  defined  below)  and the Buyer  shall  purchase\n400,000 shares of Series A Convertible  Preferred Stock (the 'Series A Preferred\nShares'),  which shall be convertible into shares (the  'Conversion  Shares') of\nthe Company's  common stock,  $.001 par value (the 'Common Stock') in accordance\nwith the  terms of the form of  Certificate  of  Designations,  Preferences  and\nRights of Series A Convertible Preferred Stock attached hereto as Exhibit A (the\n'Certificate  of  Designations').  The per share purchase price for the Series A\nPreferred Shares shall be One Hundred Dollars ($100).\n\n      b. Form of Payment. The Buyer shall pay the $40,000,000 purchase price for\nthe Series A Preferred Shares (the 'Purchase  Price') by wire transfer of United\nStates  Dollars to the  Company on the  Closing  Date (as  defined  below).  The\nCompany shall deliver to the Buyer a stock certificate,  duly executed on behalf\nof  the  Company,  representing  the  Series  A  Preferred  Shares  (the  'Stock\nCertificate') on the Closing Date.\n\n\n                                       1\n\n\n      c. Closing Date.  The date and time of the issuance and sale of the Series\nA Preferred  Shares (the  'Closing  Date')  shall be no later than 4:00 p.m. New\nYork Eastern  Standard Time on December 15, 1997 or such other date to which the\nparties may mutually agree.\n\n2.    BUYER REPRESENTATIONS AND WARRANTIES\n\n      The Buyer represents and warrants to the Company that:\n\n      a.  Organization  and  Qualification.  The  Buyer  is a  corporation  duly\norganized and existing in good standing  under the laws of the  jurisdiction  in\nwhich it is incorporated.  The Buyer is duly qualified as a foreign  corporation\nto do business and is in good standing in every jurisdiction in which the nature\nof the business conducted by it makes such qualification necessary and where the\nfailure so to qualify  would have a  Material  Adverse  Effect on it.  'Material\nAdverse Effect' means any material  adverse effect on operations,  properties or\nfinancial condition.\n\n      b.  Investment  Purpose.  The Buyer is  purchasing  the Series A Preferred\nShares for its own account for  investment  only and not with a view towards the\npublic sale or distribution  thereof except pursuant to sales  registered  under\nthe 1933 Act or an exemption therefrom.\n\n      c. Accredited  Investor Status.  The Buyer is an 'accredited  investor' as\nthat term is defined in Rule 501(a)(3) of Regulation D.\n\n      d.  Reliance  on  Exemptions.  The  Buyer  understands  that the  Series A\nPreferred  Shares  are being  offered  and sold to it in  reliance  on  specific\nexemptions from the registration requirements of United States federal and state\nsecurities  laws and that the Company is relying upon the truth and accuracy of,\nand the Buyer's compliance with, the  representations,  warranties,  agreements,\nacknowledgments  and  understandings  of the Buyer set forth  herein in order to\ndetermine the availability of such exemption and the eligibility of the Buyer to\nacquire the Series A Preferred Shares.\n\n      e.  Information.  The Buyer and its advisors,  if any, have been furnished\nwith all  materials  relating to the  business,  finances and  operations of the\nCompany and  materials  relating to the offer and sale of the Series A Preferred\nShares which have been  requested by the Buyer.  The Buyer and its advisors,  if\nany, have been afforded the opportunity to ask questions of the Company and have\nreceived  complete and  satisfactory  answers to any such  inquiries.  The Buyer\nunderstands that its investment in the Series A Preferred Shares involves a high\ndegree of risk.\n\n      f.  Governmental  Review.  The Buyer  understands  that no  United  States\nfederal  or state  agency or any other  government  or  governmental  agency has\npassed on or made any  recommendation  or  endorsement of the Series A Preferred\nShares.\n\n\n                                       2\n\n\n      g.  Transfer  or  Resale.  The  Buyer  understands  that (i) the  Series A\nPreferred  Shares  and the  Conversion  Shares  have not been and are not  being\nregistered  under the 1933 Act or any United States state securities laws or any\nother  laws,  and may not be  transferred  unless  (a)  subsequently  registered\nthereunder,  or (b) the Buyer shall have  delivered to the Company an opinion of\ncounsel, reasonably satisfactory in form, scope and substance to the Company, to\nthe  effect  that  the  securities  to be  sold  or  transferred  may be sold or\ntransferred  pursuant to an exemption from such  registration;  (ii) any sale of\nsuch securities made in reliance on Rule 144 promulgated  under the 1933 Act may\nbe made only in accordance with the terms of said Rule and further, if said Rule\nis not applicable,  any resale of such securities  under  circumstances in which\nthe seller (or the person  through whom the sale is made) may be deemed to be an\nunderwriter  (as that term is  defined in the 1933 Act) may  require  compliance\nwith some other exemption under the 1933 Act or the rules and regulations of the\nSEC  thereunder;  and (iii) except as specified in this  Agreement,  neither the\nCompany nor any other person is under any obligation to register such securities\nunder the 1933 Act or any state  securities laws or to comply with the terms and\nconditions of any exemption  thereunder.  The Buyer agrees that in no event will\nit make a disposition  of such  securities  unless and until it shall have first\n(i) notified the Company of the proposed  disposition  and shall have  furnished\nthe Company  with a statement  of the  circumstances  surrounding  the  proposed\ndisposition;  and (ii) with respect to the Series A Preferred  Shares,  it shall\nhave obtained the prior written consent of the Company.\n\n      h. Legends.  The Buyer  understands that the Series A Preferred Shares and\nthe  Conversion  Shares  may bear a  restrictive  legend  in  substantially  the\nfollowing form (and a stop-transfer order may be placed against transfer of such\nstock certificates):\n\n      The securities  represented by this  certificate  have not been registered\n      under the United States Securities Act of 1933, as amended. The securities\n      have been  acquired for  investment  and may not be sold,  transferred  or\n      assigned  unless an effective  registration  statement for the  securities\n      under said Act, or an opinion of counsel, reasonably satisfactory in form,\n      scope and  substance to the  Company,  that  registration  is not required\n      under  said Act has been  received.  The  securities  represented  by this\n      certificate  are subject to certain  restrictions on transfer as set forth\n      in a Preferred  Stock Purchase  Agreement  dated as of December 3, 1997, a\n      copy of which is available for inspection at the executive  offices of the\n      Company.\n\n      i.  Authorization;  Enforcement.  This Agreement has been duly and validly\nauthorized,  executed  and  delivered  on behalf of the Buyer and is a valid and\nbinding agreement of the Buyer enforceable in accordance with its terms, subject\nas to  enforceability  to  general  principles  of  equity  and  to  bankruptcy,\ninsolvency,  moratorium,  and other similar laws  affecting the  enforcement  of\ncreditors' rights generally.\n\n\n                                       3\n\n\n3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.\n\n      The Company represents and warrants to the Buyer that:\n\n      a.  Organization  and  Qualification.  The Company is a  corporation  duly\norganized and existing in good standing  under the laws of the  jurisdiction  in\nwhich it is incorporated. The Company is duly qualified as a foreign corporation\nto do business and is in good standing in every jurisdiction in which the nature\nof the business conducted by it makes such qualification necessary and where the\nfailure so to qualify would have a Material Adverse Effect on it.\n\n      b.  Authorization;  Enforcement.  This Agreement has been duly and validly\nauthorized,  executed and  delivered on behalf of the Company and is a valid and\nbinding  agreement  of the Company  enforceable  in  accordance  with its terms,\nsubject as to enforceability to general  principles of equity and to bankruptcy,\ninsolvency,  moratorium,  and other similar laws  affecting the  enforcement  of\ncreditors' rights generally.\n\n      c. Capitalization. The authorized capital stock of the Company consists of\n(i)  45,000,000   shares  of  Common  Stock  of  which  24,185,955  shares  were\noutstanding  as of September 30, 1997,  and (ii)  4,000,000  shares of Preferred\nStock,  $1.00 par value, none of which were issued and outstanding.  All of such\noutstanding   shares   have  been   validly   issued  and  are  fully  paid  and\nnonassessable.  No shares of Common  Stock or  Preferred  Stock are  subject  to\npreemptive rights or any other similar rights of the stockholders of the Company\nor any liens or  encumbrances.  The Company has  furnished to the Buyer true and\ncorrect copies of the Company's Certificate of Incorporation,  as amended, as in\neffect on the date hereof  ('Certificate  of  Incorporation')  and the Company's\nBy-laws, as in effect on the date hereof (the 'By-laws').\n\n      d. Issuance of Shares.  The Series A Preferred  Shares are duly authorized\nand, upon issuance in accordance with the terms hereof, shall be validly issued,\nfully paid and  non-assessable,  and free from all taxes, liens and charges with\nrespect to the issue thereof.\n\n      e. No Conflicts. The execution, delivery and performance of this Agreement\nby the  Company  and  the  consummation  by  the  Company  of  the  transactions\ncontemplated hereby will not result in a violation of the Company's  Certificate\nof  Incorporation  or  By-laws  or cause  the  Company  to be in  breach  of any\nagreement  by which it is  bound.  The  business  of the  Company  is not  being\nconducted in violation of any law,  ordinance or regulation of any  governmental\nentity,  except for possible  violations which either singly or in the aggregate\ndo not have a Material Adverse Effect. Except as required under the 1933 Act and\nany applicable  United States state securities laws, the Company is not required\nto  obtain  any  consent,  authorization  or order  of,  or make any  filing  or\nregistration with, any court or governmental  agency in order for it to execute,\ndeliver or perform any of its  obligations  under this  Agreement in  accordance\nwith the terms hereof.\n\n      f. Absence of Litigation. There is no action, suit, proceeding, inquiry or\ninvestigation  before or by any court,  public  board or body pending or, to the\nknowledge of the Company,  threatened against or affecting the Company,  wherein\nan unfavorable decision,  ruling or finding \n\n\n                                       4\n\n\nwould  have a  Material  Adverse  Effect or which  would  adversely  affect  the\nvalidity or  enforceability  of, or the  authority  or ability of the Company to\nperform  its  obligations   under,  this  Agreement  of  any  of  the  documents\ncontemplated herein.\n\n      g. No Material Adverse Change. Since September 30, 1997 there has occurred\nno change which could  reasonably be expected to have a Material  Adverse Effect\non the Company.\n\n4.    COVENANTS\n\n      a. Best  Reasonable  Efforts.  The parties shall use their best reasonable\nefforts timely to satisfy each of the conditions described in Section 5 and 6 of\nthis Agreement.\n\n      b. Form D, Blue Sky Laws. The Company agrees to file a Form D with respect\nto the Series A Preferred  Stock as  required  under  Regulation  D. The Company\nshall,  on or before the Closing  Date,  take such  action as the Company  shall\nreasonably  determine is necessary to qualify the Series A Preferred  Stock for,\nor obtain  exemption for the Series A Preferred  Stock for, sale to the Buyer at\nthe closing pursuant to this Agreement under applicable securities or 'blue sky'\nlaws of the states of the United States.\n\n      c. Reservation of Shares.  The Company shall at all times have authorized,\nand  reserved  for the purpose of  issuance,  a  sufficient  number of shares of\nCommon Stock to provide for the conversion of the Series A Preferred Shares.\n\n      d. Market Stand-Off  Agreement.  The Buyer hereby agrees that,  during the\nperiod of duration  specified by the Company and an  underwriter of Common Stock\nor  other  securities  of  the  Company,  following  the  effective  date  of  a\nregistration  statement  of the Company  filed under the 1933 Act, the Buyer and\nany  Affiliate (as that term is defined under Rule 405 under the 1933 Act) shall\nnot, to the extent  requested by the Company and such  underwriter,  directly or\nindirectly sell, offer to sell, contract to sell (including, without limitation,\nany short sale),  grant any option to purchase or otherwise  transfer or dispose\nof (other than to donees who agree to be similarly  bound) any securities of the\nCompany held by it at any time except insofar as such  securities are covered by\nsuch registration  statement;  provided,  however, that such agreement shall not\nexceed 90 days.\n\n            In order to enforce the foregoing  covenant,  the Company may impose\nstop-transfer instructions with respect to such securities of the Buyer (and the\nshares or securities of every other person subject to the foregoing restriction)\nuntil the end of such period.\n\n      e. Stand-Still Agreement. Except for the acquisition of Conversion Shares,\nfor the exercise of any rights as a holder of Conversion  Shares or as otherwise\ncontemplated  by this  Agreement,  the Buyer hereby  agrees that for a period of\nfive  years  from the date  hereof,  without  the prior  written  consent of the\nCompany,  neither the Buyer nor any  Affiliate  (as that term is defined in Rule\n405 under  the 1933 Act) of the Buyer  (regardless  of  whether  such  person or\nentity is an Affiliate  on the date hereof) will (i) acquire,  offer to acquire,\nor agree to acquire,  directly or \n\n\n                                       5\n\n\nindirectly,  by  purchase  or  otherwise,  any  voting  securities  or direct or\nindirect rights or options to acquire any voting securities of the Company, (ii)\nmake, or in any way participate,  directly or indirectly,  in any 'solicitation'\nof 'proxies' to vote (as such terms are used in the proxy rules of the SEC),  or\nseek to advise or  influence  any person or entity with respect to the voting of\nany voting securities of the Company, (iii) form, join or in any way participate\nin a 'group'  within  the  meaning of  Section  13(d) (3) of the  United  States\nSecurities  Exchange  Act of  1934,  as  amended  with  respect  to  any  voting\nsecurities  of the  Company,  or (iv)  otherwise  act,  alone or in concert with\nothers,  to seek to control or influence the  management,  board of directors or\npolicies of the Company.  Buyer  acknowledges that the Company would not have an\nadequate  remedy at law for money  damages in the event that this  covenant were\nnot performed in accordance  with its terms and therefore agree that the Company\nshall be entitled to specific enforcement of the terms hereof in addition to any\nother remedy to which it may be entitled, at law or in equity.\n\n      f.  Resales  of  Conversion  Shares.  Except  pursuant  to a  registration\nstatement  provided in Article 8 hereof, the Buyer hereby agrees that Conversion\nShares shall only be sold by it and any  Affiliate (as defined in Rule 405 under\nthe 1933 Act) in accordance with the following:\n\n            (i)  Conversion  Shares  relating  to  Tranche I (as  defined in the\nCertificate of  Designations)  (a) shall not be sold prior to December 31, 1998;\nand (b) shall not be sold during the period  December 31, 1998 through  December\n31, 1999 in an amount that is excess of that  amount  specified  in Rule 144 (e)\n(1) of the 1933 Act.\n\n            (ii)  Conversion  Shares  relating  to Tranche II (as defined in the\nCertificate of  Designations)  (a) shall not be sold prior to December 31, 2000;\nand (b) shall not be sold during the period  December 31, 2000 through  December\n31, 2001 in an amount that is in excess of that amount specified in Rule 144 (e)\n(1) of the 1933 Act.\n\n            (iii)  Conversion  Shares relating to Tranche III (as defined in the\nCertificate of  Designations)  (a) shall not be sold prior to December 31, 2001;\nand (b) shall not be sold during the period  December 31, 2001 through  December\n31, 2002 in an amount that is in excess of that amount specified in Rule 144 (e)\n(1) of the 1933 Act.\n\n            (iv)  Conversion  Shares  relating  to Tranche IV (as defined in the\nCertificate of  Designations)  (a) shall not be sold prior to December 31, 2002;\nand (b) shall not be sold during the period  December 31, 2002 through  December\n31, 2003 in an amount that is in excess of that amount specified in Rule 144 (e)\n(1) of the 1933 Act.\n\n\n                                       6\n\n\n5.    CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.\n\n      The  obligation  of the Company  hereunder  to sell the Series A Preferred\nShares is subject to the satisfaction, at or before the Closing Date, of each of\nthe following  conditions,  provided that these conditions are for the Company's\nsole  benefit  and  may  be  waived  by the  Company  at any  time  in its  sole\ndiscretion:\n\n      a. The parties shall have  executed this  Agreement and delivered the same\nto each other.\n\n      b. The Buyer shall have delivered the Purchase Price to the Company.\n\n      c. The  representations  and  warranties  of the  Buyer  shall be true and\ncorrect in all material  respects as of the date when made and as of the Closing\nDate as though made at that time (except for representations and warranties that\nspeak as of a specific date), and the Buyer shall have performed,  satisfied and\ncomplied in all material respects with the covenants,  agreements and conditions\nrequired by this  Agreement to be  performed,  satisfied or complied with by the\nBuyer at or prior to the  Closing  Date  and an  officers'  certificate  to such\neffect delivered to the Company.\n\n      d. The parties shall have executed the Amendment.\n\n6.    CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.\n\n      The  obligation of the Buyer  hereunder to purchase the Series A Preferred\nShares is subject to the satisfaction, at or before the Closing Date, of each of\nthe following  conditions,  provided that these  conditions  are for the Buyer's\nsole benefit and may be waived by the Buyer at any time in its sole discretion:\n\n      a. The parties shall have  executed this  Agreement and delivered the same\nto each other.\n\n      b. The Company shall have caused the  Certificate  of  Designations  to be\nfiled with the Secretary of State for the State of Delaware of the United States\nat or before the Closing Date.\n\n      c. The  representations  and  warranties  of the Company shall be true and\ncorrect in all material  respects as of the date when made and as of the Closing\nDate as though made at that time (except for representations and warranties that\nspeak as of a specific date) and the Company shall have performed, satisfied and\ncomplied in all material respects with the covenants,  agreements and conditions\nrequired by this  Agreement to be  performed,  satisfied or complied with by the\nCompany at or prior to the Closing  Date and an  officers'  certificate  to such\neffect delivered to the Buyer.\n\n      d. The Company shall have delivered to the Buyer the Stock Certificate.\n\n      e. The parties shall have executed the Amendment.\n\n\n                                       7\n\n\n7.    REGISTRATION RIGHTS\n\n      The Buyer  shall have the right to  request,  once for  Conversion  Shares\nrelating to each tranche,  that the Company effect  registration with respect to\nall or part of Conversion Shares relating to the relevant tranche.  Upon written\nrequest of the Buyer in compliance with the preceding  sentence that the Company\neffect registration with respect to all or a part of the Registrable Securities,\nthe Company will, as expeditiously as reasonably possible:\n\n      a. prepare and file with the Commission a  registration  statement on Form\nS-3 or on any form for which the Company then qualifies or which counsel for the\nCompany  shall  deem  appropriate,  as the case may be,  and which form shall be\navailable  for the sale of the  Registrable  Securities;  provided,  that before\nfiling  with the  Commission  a  registration  statement  or  prospectus  or any\namendments or supplements  thereto,  the Company will (i) furnish to one counsel\nselected by the Buyer copies of all such documents  proposed to be filed,  which\ndocuments will be subject to reasonable advance review of such counsel, and (ii)\nnotify the Buyer of any stop order issued or  threatened by the  Commission  and\ntake all reasonable  actions required to prevent the entry of such stop order or\nto remove it if entered;\n\n      b. keep such registration effective for a period of no longer than two (2)\nyears after the date of filing of such registration statement or until the Buyer\nhas completed the distribution  described in the registration statement relating\nthereto, whichever first occurs;\n\n      c. prepare and file with the Commission such amendments and supplements to\nsuch  registration  statements and the Prospectus  used in connection  with such\nregistration  statement as may be necessary to comply with the provisions of the\n1933 Act with  respect  to the  disposition  of all  securities  covered by such\nregistration statement;\n\n      d.  furnish  to the Buyer  such  number  of  copies  of such  registration\nstatement,  each  amendment and  supplement  thereto (in each case including all\nexhibits  thereto),  the  Prospectus  included  in such  registration  statement\n(including each preliminary prospectus),  in conformity with the requirements of\nthe 1933 Act and such other  documents  as the Buyer may  reasonably  request in\norder to facilitate the disposition of the Registrable  Securities  owned by the\nBuyer;\n\n      e.  advise  the Buyer  and the  managing  underwriters,  if any,  and,  if\nrequested by the Buyer or the managing underwriters, if any, confirm such advice\nin writing,  when a  registration  statement or any  amendment  thereto has been\nfiled  with  the  Commission  and  when  the   registration   statement  or  any\npost-effective amendment thereto has become effective;\n\n\n                                       8\n\n\n      f. use its best efforts to obtain the  withdrawal of any order  suspending\nthe  effectiveness  of  any  registration  statement,  or  the  lifting  of  any\nsuspension  of  the  qualification  (or  exemption  from  qualification)  of the\nRegistrable  Securities for sale in any  jurisdiction,  at the earliest possible\ntime;\n\n      g. cause all such  Registrable  Securities to be listed on each securities\nexchange on which similar securities issued by the Company are then listed;\n\n      h.  provide  a  transfer  agent  and  registrar  for all such  Registrable\nSecurities not later than the effective date of such registration statement;\n\n      i.  immediately  notify the Buyer at any time when a  Prospectus  relating\nthereto is required to be delivered  under the 1933 Act, of the happening of any\nevent  as a  result  of  which  the  Prospectus  included  in such  registration\nstatement  contains an untrue statement of a material fact or omits to state any\nmaterial fact required to be stated  therein or necessary to make the statements\ntherein not misleading in light of the  circumstances  then  existing,  and will\npromptly  prepare and furnish to the Buyer a  supplement  or  amendment  to such\nProspectus so that, as thereafter delivered to the purchasers of the Registrable\nSecurities,  such Prospectus will not contain an untrue  statement of a material\nfact or omit to state  any  material  fact  required  to be  stated  therein  or\nnecessary  to make  the  statements  therein  not  misleading  in  light  of the\ncircumstances then existing;\n\n      j.  make   available  for  inspection  by  the  Buyer,   any   underwriter\nparticipating in any disposition  pursuant to such registration  statement,  and\nany  attorney,  accountant or other agent  retained by the Buyer or  underwriter\n(collectively,  the  'Inspectors'),  all financial and other records,  pertinent\ncorporate documents and properties of the Company (collectively,  the 'Records')\nas shall be reasonably  necessary to enable them to exercise their due diligence\nresponsibility,  and cause the  Company's  officers,  directors and employees to\nsupply all information reasonably requested by any such Inspectors in connection\nwith such registration statement;  provided, however, that such Inspectors shall\nfirst agree in writing with the Company that any Records that are reasonably and\nin good faith  designated by the Company as confidential at the time of delivery\nof such Records shall be kept confidential by such Inspectors; and\n\n      k. in connection  with  underwritten  offerings,  use its reasonable  best\nefforts  to  obtain a  comfort  letter  from the  Company's  independent  public\naccountants in customary form and covering such matters of the type  customarily\ncovered by comfort letters as the Buyer reasonably requests.\n\n      The Buyer agrees that,  upon receipt of any notice from the Company of the\nhappening of any event of the kind  described in Section 7(i) hereof,  the Buyer\nwill forthwith discontinue disposition of Registrable Securities pursuant to the\nregistration  statement  covering such Registrable  Securities until the Buyer's\nreceipt of the copies of the supplemented or amended Prospectus  contemplated by\nSection 7(i) hereof, and, if so directed by the Company,  the Buyer will deliver\nto the Company (at the Company's expense) all copies,  other than permanent file\ncopies  then  in  the  Buyer's  possession,  of  the  Prospectus  covering  such\nRegistrable Securities current at the time of receipt of such notice.\n\n\n                                       9\n\n\n8.    PIGGYBACK REGISTRATION\n\n      If the Company  proposes to file a registration  statement  under the 1933\nAct with respect to an offering by the Company of any class of securities  after\nthe Closing Date (other than a registration  statement on Form S-4 or S-8 or any\nsuccessor  form to such Forms,  or filed in connection  with a merger,  exchange\noffer or an  offering  of  securities  solely to the  existing  stockholders  in\nconnection with a merger,  exchange offer or an offering of securities solely to\nthe existing  stockholders  in  connection  with a rights  offering or solely to\nemployees of the Company),  then the Company  shall give written  notice of such\nproposed filing to the Buyer at least twenty days before the anticipated  filing\ndate, and such notice shall offer Buyer the  opportunity to register such amount\nof Registrable  Securities as Buyer may request.  The Company shall use its best\nefforts  to  cause  the  managing  underwriter  or  underwriters  of a  proposed\nunderwritten  offering to permit the Buyer to include  such  securities  in such\noffering  on the same terms and  conditions  as any  similar  securities  of the\nCompany included  therein.  Notwithstanding  the foregoing,  (i) if the managing\nunderwriter or underwriters of such proposed  underwritten  offering  delivers a\nwritten notice to the Buyer that the total amount of securities which the Buyer,\nthe Company and any other persons or entities  (other than such other persons or\nentities  with whom the Company has  agreements  on the date hereof  prohibiting\nreduction or limitation as  contemplated  herein)  having  registration  rights,\nintend to include in such offering is  sufficiently  large as to materially  and\nadversely affect the success of such offering,  then the amount of securities to\nbe offered  for the  accounts  of the Buyer and for the  accounts  of such other\npersons  or  entities  shall  be  reduced  or  limited  in  proportion  to their\nrespective  amounts of  securities  to the extent  necessary to reduce the total\namount of securities  to be included in such offering to the amount  recommended\nby such managing underwriter;  provided,  that no reduction shall be made in the\nsecurities  to be  offered  for the  account  of the  Company;  and (ii) if such\nproposed  underwritten offering involves only equity securities and the managing\nunderwriter or underwriters thereof shall have delivered a written notice to the\nBuyer that the  inclusion of any  Registrable  Securities  in such offering will\nmaterially  and  adversely  affect  the  success  of  such  offering,   then  no\nRegistrable Securities shall be included in such offering.\n\n9.    EXPENSES OF REGISTRATION.\n\n      All Registration  Expenses  incurred in connection with any  registration,\nqualification  or compliance  pursuant to Section 7 or Section 8 hereof shall be\nborne by the Company.  All Selling Expenses relating to securities so registered\nshall be borne by the Buyer.\n\n10.   INDEMNIFICATION.\n\n      a.  Indemnification by the Company.  The Company will, and it hereby does,\nagree to indemnify and hold harmless,  to the full extent  permitted by law, the\nBuyer,  its directors  and officers and each other person,  if any, who controls\nthe Buyer  within the meaning of the 1933 Act or the Exchange  Act,  against any\nand all losses, claims,  damages or liabilities,  joint or several, and expenses\n(including any amounts  personally  paid in any  settlement) to which the Buyer,\nany such director or officer or controlling  person may become subject under the\n1933 Act, common law or otherwise,  insofar as such losses,  claims,  damages or\nliabilities (or actions or proceedings in respect\n\n\n                                       10\n\n\nthereof) or expenses arise out of or are based upon (i) any untrue  statement or\nalleged  untrue  statement of any material  fact  contained in any  registration\nstatement under which such  securities  were registered  under the 1933 Act, any\npreliminary,  final or summary prospectus contained therein, or any amendment or\nsupplement  thereto, or (ii) any omission or alleged omission to state therein a\nmaterial fact required to be stated  therein or necessary to make the statements\ntherein not  misleading,  and the Company will reimburse the Buyer and each such\ndirector,  officer or  controlling  person  for any legal or any other  expenses\nreasonably  incurred by them in connection with  investigating or defending such\nloss, claim, liability, action or proceedings;  provided, that the Company shall\nnot be liable in any such case to the extent that any such loss, claim,  damage,\nliability (or action or proceeding in respect thereof) or expenses arises out of\nor is based upon any untrue statement or alleged untrue statement or omission or\nalleged omission made in such registration  statement or amendment or supplement\nthereto or in any such preliminary, final or summary prospectus in reliance upon\nand in conformity with written information furnished to the Company by the Buyer\nfor use in the preparation thereof; and provided, further, that the Company will\nnot be liable to the Buyer or any other person,  if any, who controls the Buyer,\nunder  the  indemnity  agreement  in this  Section  10(a)  with  respect  to any\npreliminary  prospectus  as amended or  supplemented  as the case may be, to the\nextent  that  any  such  loss,  claim,  damage  or  liability  of the  Buyer  or\ncontrolling  person  results  from the  fact  that the  Buyer  sold  Registrable\nSecurities  to a person to whom there was not sent or given,  at or prior to the\nwritten confirmation of such sale, a copy of the final prospectus (including any\ndocuments  incorporated by reference therein),  whichever is most recent, if the\nCompany  has  previously  furnished  copies  thereof to the Buyer and such final\nprospectus, as then amended or supplemented, has corrected any such misstatement\nor omission.  Such indemnity shall remain in full force and effect regardless of\nany  investigation  made by or on  behalf  of the  Buyer or any  such  director,\nofficer or controlling  person and shall survive the transfer of such securities\nby the  Buyer.  It is agreed  that the  indemnity  agreement  contained  in this\nSection  10(a) shall not apply to amounts paid in  settlement  of any such loss,\nclaim, damage,  liability,  or action if such settlement is effected without the\nconsent of the Company (which consent has not been unreasonably withheld).\n\n      b.  Indemnification  by the  Buyer.  The Buyer  will,  if the  Registrable\nSecurities  are  included  in the  securities  as to  which  such  registration,\nqualification,  or compliance is being effected, indemnify and hold harmless (in\nthe same manner and to the same extent as set forth in  subdivision  (a) of this\nSection  10) the  Company,  any  underwriter  and their  respective  controlling\npersons  within the meaning of the 1933 Act and the Exchange  Act, and all other\nprospective sellers and their respective controlling persons with respect to any\nstatement  or alleged  statement  in or omission or alleged  omission  from such\nregistration statement,  any preliminary,  final or summary prospectus contained\ntherein, or any amendment or supplement,  if such statement or alleged statement\nor omission or alleged omission was made in reliance upon and in conformity with\nwritten  information  furnished  to the  Company  by the  Buyer  for  use in the\npreparation  of such  registration  statement,  preliminary,  final  or  summary\nprospectus or amendment or supplement,  or a document  incorporated by reference\ninto any of the foregoing.  Such indemnity shall remain in full force and effect\nregardless  of any  investigation  made by or on  behalf of the  Company  or any\nunderwriter  or  any of  the  Buyer  or  any  of  its  directors,  officers  and\ncontrolling  persons and shall  survive the transfer of such  securities  by the\nBuyer; provided,  however, that the obligations of the Buyer hereunder shall not\napply to amounts paid in  settlement  of any such claims,  losses,  damages,  or\nliabilities (or actions\n\n\n                                       11\n\n\nin respect  thereof) if such  settlement is effected  without the consent of the\nBuyer (which consent shall not be unreasonably withheld).\n\n      c. Notices of Claims,  Etc. Each party entitled to  indemnification  under\nthis  Section  10 (the  'Indemnified  Party')  shall  give  notice  to the party\nrequired to provide  indemnification  (the 'Indemnifying  Party') promptly after\nsuch  Indemnified  Party has actual knowledge of any claim as to which indemnity\nmay be sought,  and shall permit the Indemnifying Party to assume the defense of\nsuch claim or any litigation resulting therefrom, provided, that counsel for the\nIndemnifying  Party,  who  shall  conduct  the  defense  of  such  claim  or any\nlitigation  resulting  therefrom,  shall be  approved by the  Indemnified  Party\n(whose approval shall not unreasonably be withheld),  and the Indemnified  Party\nmay participate in such defense at such party's expense, and provided,  further,\nthat the failure of any  Indemnified  Party to give  notice as  provided  herein\nshall not relieve the Indemnifying  Party of its obligations  under this Section\n10, to the extent such failure is not prejudicial. No Indemnifying Party, in the\ndefense of any such claim or litigation,  shall, except with the consent of each\nIndemnified Party, consent to entry of any judgment or enter into any settlement\nthat  does not  include  as an  unconditional  term  thereof  the  giving by the\nclaimant or plaintiff to such Indemnified  Party of a release from all liability\nin respect to such claim or  litigation.  Each  Indemnified  Party shall furnish\nsuch  information  regarding  itself or the claim in question as an Indemnifying\nParty may reasonably  request in writing and as shall be reasonably  required in\nconnection with defense of such claim and litigation resulting therefrom.\n\n      d. Contribution. If the indemnification provided for in this Section 10 is\nheld by a court of competent  jurisdiction  to be  unavailable to an Indemnified\nParty with respect to any loss, liability, claim, damage, or expense referred to\ntherein,  then the Indemnifying  Party, in lieu of indemnifying such Indemnified\nParty  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such\nIndemnified Party as a result of such loss, liability, claim, damage, or expense\nin such  proportion  as is  appropriate  to reflect  the  relative  fault of the\nIndemnifying  Party on the one hand and of the Indemnified Party on the other in\nconnection  with  the  statements  or  omissions  that  resulted  in such  loss,\nliability,  claim,  damage,  or expense as well as any other relevant  equitable\nconsiderations.  The  relative  fault  of  the  Indemnifying  Party  and  of the\nIndemnified  Party shall be  determined  by reference  to,  among other  things,\nwhether  the  untrue or alleged  untrue  statements  of a  material  fact or the\nomission  to state a  material  fact  relates  to  information  supplied  by the\nIndemnifying Party or by the Indemnified Party and the parties' relative intent,\nknowledge,  access to  information,  and  opportunity to correct or prevent such\nstatement or omission.\n\n\n                                       12\n\n\n11.   DEFINITIONS\n\n      The term 'Commission' shall mean the Securities and Exchange Commission or\nany other federal agency at the time  administering the 1933 Act or the Exchange\nAct.\n\n      The term 'Exchange Act' shall mean the Securities Exchange Act of 1934, as\namended,  or any similar successor federal statute and the rules and regulations\nthereunder, all as the same shall be in effect from time to time and a reference\nto a particular  section  thereof  shall be deemed to include a reference to the\ncomparable section, if any, of any such similar successor federal statute.\n\n      The term  'person'  shall mean an  individual,  partnership,  corporation,\nlimited liability company, trust,  unincorporated  organization or government or\npolitical department or agency thereof or other entity.\n\n      The  term  'Prospectus'   shall  mean  the  prospectus   included  in  any\nRegistration  Statement  (including,   without  limitation,  a  prospectus  that\ndiscloses  information  previously omitted from a prospectus filed as part of an\neffective registration statement in reliance upon Rule 430A under the 1933 Act),\nas amended or  supplemented  by any prospectus  supplement,  with respect to the\nterms of the offering of any portion of Registrable Securities,  covered by such\nRegistration  Statement,  and all amendments and  supplements to the Prospectus,\nincluding post-effective  amendments, and all material incorporated by reference\ninto such Prospectus.\n\n      The term 'Registrable  Securities' shall mean any Conversion Shares. As to\nany  Registrable  Securities,  such  securities  shall  cease to be  Registrable\nSecurities  when (i) a  registration  statement with respect to the sale of such\nsecurities  shall have become  effective  under the 1933 Act and such securities\nshall have been disposed of pursuant to such effective  registration  statement,\n(ii) such  securities  shall have been  distributed  pursuant to Rule 144,  Rule\n144A, or any similar  provision  then in force,  under the 1933 Act,  (iii) such\nsecurities  shall have been otherwise  transferred,  new  certificates  or other\nevidences  of  ownership  for them not  bearing  a  legend  restricting  further\ntransfer and not subject to any stop  transfer  order or other  restrictions  on\ntransfer shall have been delivered by the Company and subsequent  disposition of\nsuch  securities  shall  not  require  registration  or  qualification  of  such\nsecurities under the 1933 Act or any state securities laws then in force or (iv)\nthe sale of such  securities by the Buyer shall no longer  require  registration\nunder the 1933 Act or such securities shall cease to be outstanding.\n\n      The terms  'register,'  'registered' and  'registration'  shall refer to a\nregistration  effected  by  preparing  and filing a  registration  statement  in\ncompliance  with  the  1933  Act  and  the  applicable   rules  and  regulations\nthereunder,  and  the  declaration  or  ordering  of the  effectiveness  of such\nregistration statement.\n\n      The term  'Registration  Expenses'  shall mean all  expenses  incurred  in\neffecting   anyregistration  pursuant  to  this  Agreement,   including  without\nlimitation, all registration,  qualification and filing fees, printing expenses,\nescrow fees, fees and disbursements of counsel\n\n\n                                       13\n\n\nfor the  Company,  blue sky fees and  expenses  and  expenses  of any regular or\nspecial audits incident to or required by any such  registration,  but shall not\ninclude Selling Expenses.\n\n      The term  'Selling  Expenses'  shall mean all  underwriting  discounts and\nselling  commissions  applicable to the sale of the  Registrable  Securities and\nfees  and  disbursements  of  counsel  for the  Buyer  (other  than the fees and\ndisbursements  of counsel  constituting a part of blue sky fees and expenses and\nincluded in Registration Expenses).\n\n12.   GOVERNING LAW; MISCELLANEOUS.\n\n      a. Governing Law. This Agreement  shall be governed by and  interpreted in\naccordance  with the laws of the State of Delaware of the United States  without\nregard to the principles of conflict of laws.\n\n      b.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more\ncounterparts,  all of which shall be considered  one and the same  agreement and\nshall become effective when such counterparts have been signed by each party and\ndelivered to the other party.  In the event any  signature  page is delivered by\nfacsimile transmission,  the party using such means of delivery shall cause four\n(4) additional originally executed signature pages to be physically delivered to\nthe other party within five (5) days of the execution and delivery hereof.\n\n      c.  Headings.  The  headings  of this  Agreement  are for  convenience  of\nreference  and shall not form part of, or affect  the  interpretation  of,  this\nAgreement.\n\n      d.  Severability.  If any provision of this Agreement  shall be invalid or\nunenforceable in any jurisdiction, such invalidity or unenforceability shall not\naffect the validity or  enforceability of the remainder of this Agreement or the\nvalidity or enforceability of this Agreement in any other jurisdiction.\n\n      e.  Entire  Agreement;  Amendments.  This  Agreement  and the  instruments\nreferenced  herein contain the entire  understanding of the parties with respect\nto the matters covered herein and therein and, except as specifically  set forth\nherein or therein,  neither the Company nor the Buyer makes any  representation,\nwarranty,  covenant or undertaking with respect to such matters. No provision of\nthis  Agreement  may be waived or amended other than by an instrument in writing\nsigned by the party to be charged with enforcement.\n\n      f. Notices. Any notice or communication  hereunder shall be in writing and\ndelivered by messenger,  overnight  courier,  first class mail,  (return receipt\nrequested) or telex or telecopy (with such telex or telecopy  confirmed promptly\nin writing by first class mail return receipt requested), as follows:\n\n\n                                       14\n\n\n     If to the Company:\n\n     ImClone Systems Incorporated\n\n     180 Varick Street, 7th Floor\n     New York, NY  10014\n     Telephone: (212) 645-1405\n     Telecopy: (212) 645-2054\n     Attention: Corporate Secretary\n\n     With copy to:\n\n     Howard, Darby and Levin\n     1330 Avenue of the Americas\n     New York, NY  10019\n     Telephone: (212) 841-1000\n     Telecopy:   (212) 841-1010\n     Attention:   Lawrence A. Darby III, Esq.\n\n     If to the Buyer:\n\n     Merck KGaA\n     Frankfurter Strasse 250\n     D-64271 Darmstadt 1\n     Germany\n     Telephone:  (011) 49 61 51 72 21 24\n     Telecopy:    (011) 49 61 51 72 34 35\n     Attention: Edward R. Roberts, President,  World Pharmaceuticals\n\n     With copy to:\n\n     Coudert Brothers\n     1114 Avenue of the Americas\n     New York, NY  10036-7703\n     Telephone:  (212) 626-4682\n     Telecopy:  (212) 626-4120\n     Attention:  Edwin S. Matthews, Jr., Esq.\n\nor in each case,  to such address or telex or telecopy  number as such party may\ndesignate  in  writing  to the  other by  written  notice  given  in the  manner\nspecified herein.  All such  communications  shall be deemed to have been given,\ndelivered or made when so delivered  personally,  by overnight  courier or first\nclass  mail  or sent by  telex  or  telecopy  (confirmation  received),  or five\nbusiness days after being so mailed.\n\n\n                                       15\n\n\n      g. Successors and Assigns.  This Agreement shall be binding upon and inure\nto the benefit of the  parties and their  successors  and  assigns.  Neither the\nCompany nor the Buyer shall assign this  Agreement or any rights or  obligations\nhereunder  without the prior written  consent of the other (which consent may be\nwithheld for any reason in the sole discretion of the party from whom consent is\nsought).\n\n      h. Third Party  Beneficiaries.  This Agreement is intended for the benefit\nof the parties hereto and their respective permitted successors and assigns, and\nis not for the benefit  of, nor may any  provision  hereof be  enforced  by, any\nother person.\n\n      i. Survival. The representations, warranties and agreements of the Company\nand the  Buyer  set  forth in  Sections  2, 3, 4, 7, 8, 9,  10,  11 and 12 shall\nsurvive the closing.\n\n      j.  Publicity.  The  Company and the Buyer shall have the right to approve\nbefore  issuance any press  releases,  SEC or NASD filings,  or any other public\nstatements  with  respect to the  transactions  contemplated  hereby;  provided,\nhowever,  that the Company shall be entitled,  without the prior approval of the\nBuyer,  to make any press  release or SEC or NASD  filings  with respect to such\ntransactions as is required by applicable law and regulations.\n\n      k. Further  Assurances.  Each party shall do and  perform,  or cause to be\ndone and  performed,  all such  further acts and things,  and shall  execute and\ndeliver all such other agreements,  certificates,  instruments and documents, as\nthe other  party may  reasonably  request  in order to carry out the  intent and\naccomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the\ntransactions contemplated hereby.\n\n      IN WITNESS  WHEREOF,  the Buyer and the Company have caused this Preferred\nStock Purchase Agreement to be duly executed as of the date first above-written.\n\n                                        IMCLONE SYSTEMS INCORPORATED\n\n                                        By:   \/s\/ Samuel D. Waksal\n                                           ------------------------------------\n                                        Name: Samuel D. Waksal\n                                             ----------------------------------\n                                        Its:  President &amp; CEO\n                                            -----------------------------------\n\n                                        MERCK KGaA\n\n                                        By:   \/s\/ E. R. Roberts\n                                           ------------------------------------\n                                        Name: E. R. Roberts\n                                             ----------------------------------\n                                        Its:  Head of Pharmaceuticals\n                                            -----------------------------------\n\n\n\n                                       16\n\n\n                                                                       Exhibit A\n                                                                              to\n                                              Preferred Stock Purchase Agreement\n\n                    CERTIFICATE OF DESIGNATIONS, PREFERENCES\n\n                       AND RIGHTS OF SERIES A CONVERTIBLE\n\n                                 PREFERRED STOCK\n\n                                       OF\n\n                          IMCLONE SYSTEMS INCORPORATED\n\n      IMCLONE SYSTEMS INCORPORATED (the 'Company'),  a corporation organized and\nexisting under the General Corporation Law of the State of Delaware, does hereby\ncertify that, pursuant to authority conferred upon the Board of Directors of the\nCompany by the  Certificate  of  Incorporation,  as amended,  of the Company and\npursuant to Section 151 of the General Corporation Law of the State of Delaware,\nthe Board of  Directors  of the  Company at a meeting  duly held on  December 3,\n1997,  adopted  resolutions  providing  for the  designations,  preferences  and\nrelative,  participating,  optional  or other  rights,  and the  qualifications,\nlimitations or restrictions  thereof,  of four hundred thousand (400,000) shares\nof Series A Convertible Preferred Stock (the 'Series A Preferred Shares') of the\nCompany, as follows:\n\n      RESOLVED, that the Company is authorized to issue 400,000 shares of Series\nA Convertible Preferred Stock (the 'Series A Preferred Shares') which shall have\nthe following powers, designations, preferences and other special rights:\n\n      II.  Dividends.  The  holders of the then  outstanding  Series A Preferred\nShares shall be entitled to receive,  out of funds legally  available  therefor,\ncumulative  dividends  at the  annual  rate of 6% of the  Stated  Value  thereof\ncompounded  annually  (pro-rated for any portion of the applicable period during\nwhich such  Series A  Preferred  Shares  are  outstanding).  Dividends  shall be\npayable on the Series A Preferred  Shares then  outstanding in cash (i) annually\non December 31st of each year beginning on December 31, 1999 or (ii) at the time\nof  conversion  or  redemption  (as \n\n\n                                       17\n\n\nprovided herein) of the Series A Preferred Shares on which the dividend is to be\npaid,  whichever  is sooner.  Dividends  on the Series A Preferred  Shares shall\naccumulate  and accrue from the date of original  issuance and shall accrue from\nday to day  thereafter,  whether  or not  earned  or  declared.  Until  any such\ndividend in arrears is paid, dividends shall continue to accrue on each Series A\nPreferred Share but the percentage rate expressed herein shall be applied to the\nStated Value thereof plus all dividends thereon  (including  dividends  computed\npursuant to this sentence).\n\n      III.  Conversion of Series A Preferred Shares. The holders of the Series A\nPreferred Shares shall have the right, at their option,  to convert the Series A\nPreferred  Shares  into  shares  of  Common  Stock on the  following  terms  and\nconditions:\n\n            A. Each Series A Preferred Share shall be convertible at any time as\n      hereinafter  provided (or, if such Series A Preferred  Share is called for\n      redemption,  at any time up to and including,  but not after, the close of\n      business on the fifth full  business  day prior to the date fixed for such\n      redemption,  unless  default shall be made by the Company in providing the\n      funds for the  payment  of the  redemption  price),  into  fully  paid and\n      nonassessable  shares  (calculated  to the nearest  whole share) of Common\n      Stock of the Company as constituted at the time of such conversion, at the\n      conversion  price  in  effect  at the  time of  conversion  determined  as\n      hereinafter  provided (the  'Conversion  Price').  Each Series A Preferred\n      Share  shall have a value of $100 (the  'Stated  Value') and the number of\n      shares of Common Stock  issuable  upon  conversion of each of the Series A\n      Preferred  Shares shall be determined by dividing the Stated Value thereof\n      by the  Conversion  Price then in effect.  Every  reference  herein to the\n      Common Stock of the Company  (unless a different  intention is  expressed)\n      shall be to the  shares  of the  Common  Stock of the  Company,  $.001 par\n      value, as such stock exists immediately after the issuance of the Series A\n      Preferred  Shares  provided  for  hereunder,  or to stock  into which such\n      Common Stock may be changed from time to time thereafter.\n\n            B. The Series A  Preferred  Shares  shall be  convertible  as of the\n      dates set forth in (i) - (iv) below.\n\n                  (i) up to 100,000  Series A  Preferred  Shares  ('Tranche  I')\n            shall be  convertible  at any time on or after the date on which the\n            Series A Preferred Shares are issued (the 'Issuance Date');  (ii) up\n            to an additional  100,000 Series A Preferred  Shares  ('Tranche II')\n            shall be  convertible  at any time on or after  January 1, 2000 (the\n            'Second Anniversary Date'); (iii) up to an additional 100,000 Series\n            A Preferred  Shares ('Tranche III') shall be convertible at any time\n            on or after January 1, 2001 (the 'Third Anniversary Date'); and (iv)\n            up to an additional 100,000 Series A Preferred Shares ('Tranche IV')\n            shall be  convertible  at any time on or after  January 1, 2002 (the\n            'Fourth Anniversary Date').\n\n            C. The  Series  A  Preferred  Shares  shall  be  convertible  at the\n      Conversion Prices set forth in (i) - (v) below.\n\n\n                                       18\n\n\n                  1.  Series  A  Preferred  Shares  converted  on or  after  the\n            Issuance  Date and  before  the  Second  Anniversary  Date  shall be\n            convertible at a per share  Conversion  Price equal to $12.50;  (ii)\n            Series  A  Preferred   Shares  converted  on  or  after  the  Second\n            Anniversary  Date and  before  the Third  Anniversary  Date shall be\n            convertible  at a per share  Conversion  Price  equal to 100% of the\n            Average  Market Price (as defined below) of the Common Stock for the\n            five (5)  consecutive  trading  days ending one trading day prior to\n            the  Second  Anniversary  Date;  (iii)  Series  A  Preferred  Shares\n            converted  on or after the Third  Anniversary  Date and  before  the\n            Fourth  Anniversary  Date  shall  be  convertible  at  a  per  share\n            Conversion  Price  equal to 100% of the  Average  Market  Price  (as\n            defined  below) of the  Common  Stock  for the five (5)  consecutive\n            trading  days ending one trading day prior to the Third  Anniversary\n            Date;  (iv)  Series A  Preferred  Shares  converted  on or after the\n            Fourth  Anniversary  Date  and  before  January  1,  2003  shall  be\n            convertible  at a per  share  Conversion  Price  equal to 88% of the\n            Average  Market Price (as defined below) of the Common Stock for the\n            five (5)  consecutive  trading  days ending one trading day prior to\n            the  Fourth  Anniversary  Date;  and (v) Series A  Preferred  Shares\n            converted on or after January 1, 2003 shall be  convertible at a per\n            share Conversion Price equal to 100% of the Average Market Price (as\n            defined  below) of the  Common  Stock  for the five (5)  consecutive\n            trading  days ending one (1) trading day prior to the receipt by the\n            Company of the Conversion Notice (as defined below).\n\n            D. Notwithstanding anything to the contrary contained herein, in the\n      event (i) the  Conversion  Price in effect from time to time under Section\n      2(c) is less  than the  Average  Market  Price (as  defined  below) of the\n      Common Stock for the five (5) consecutive  trading days ending one trading\n      day prior to the  Issuance  Date,  and (ii) the number of shares of Common\n      Stock that would be issued at such  Conversion  Price  would  exceed  that\n      number of shares of Common  Stock  permitted  to be issued by the  Company\n      without shareholder  approval under the rules of the National  Association\n      of  Securities   Dealers   Automated   Quotation  System  ('NASDAQ')  (the\n      'Permissible Shares'), then the Company shall issue the Permissible Shares\n      as  herein  provided,  and with  respect  to those  shares  exceeding  the\n      Permissible  Shares  (the  'Excess  Shares')  the  Company  shall  use its\n      reasonable best efforts to take such action as will permit it to issue the\n      Excess  Shares,  and if the  Company  is unable to  obtain  such  required\n      permission   within  a  reasonable  period  of  time,  the  Company  shall\n      repurchase  the Excess Shares at a per share  purchase  price equal to the\n      Stated Value, plus accrued and unpaid dividends thereon.\n\n            E. Notwithstanding anything to the contrary contained herein, should\n      the Average  Market  Price (as defined  below) of the Common Stock for the\n      five (5)  consecutive  trading  days  ending one  trading day prior to any\n      trading  day  during  which  any of the  Series  A  Preferred  Shares  are\n      outstanding  exceed 150% of the Conversion  Price then in effect,  then so\n      long as such price is in excess of such  percentage  the  Company,  in its\n      sole discretion,  may require the holder of such Series A Preferred Shares\n      to convert all such Series A Preferred Shares as may then be convertible.\n\n\n                                       19\n\n\n            F.  'Average  Market  Price' of any security for any period shall be\n      computed as the arithmetic average of the closing prices for such security\n      for each trading day in such period on the NASDAQ National Market,  or, if\n      the NASDAQ  National  Market is not the principal  trading market for such\n      security, on the principal trading market for such security, or, if market\n      value cannot be calculated for such period on any of the foregoing  bases,\n      the average fair market value during such period as reasonably  determined\n      in good faith by the Board of Directors of the Company.\n\n            G. The Conversion Price shall be subject to adjustments from time to\n      time as follows:\n\n                  1. If and whenever on or after the  Issuance  Date the Company\n            issues,  sells or exchanges  other than in an Excluded  Issuance (as\n            hereinafter defined),  any share of Common Stock for a consideration\n            per share less than the Average Market Price of the Common Stock for\n            the five (5)  consecutive  trading days ending one trading day prior\n            to such  event  (the  'Actual  Price') (a  'Dilutive  Event'),  then\n            forthwith  upon such  issue or sale the  Conversion  Price  shall be\n            decreased by multiplying the Conversion Price in effect  immediately\n            before the Dilutive  Event by a fraction,  the numerator of which is\n            the  number of shares of Common  Stock  that are  Outstanding  on an\n            As-Converted   Basis  (as  defined  below)  immediately  before  the\n            Dilutive  Event plus the number of shares of Common Stock that could\n            be purchased  at the Actual Price at the time of the Dilutive  Event\n            for the  aggregate  consideration  paid or payable  upon the sale or\n            issuance of Common Stock in the Dilutive Event,  and the denominator\n            of  which  is  the  number  of  shares  of  Common  Stock  that  are\n            Outstanding on an As-Converted Basis immediately before the Dilutive\n            Event plus the number of shares that are  acquired or to be acquired\n            upon the sale or issuance of the Common Stock in the Dilutive Event.\n            For purposes of this paragraph (1),  'Outstanding on an As-Converted\n            Basis  immediately  before the Dilutive  Event' means the sum of (i)\n            all Common  Stock  issued  and  outstanding  immediately  before the\n            Dilutive  Event plus (ii) ---- all Common  Stock  issuable  upon the\n            exercise  of  options  or  warrants  or  conversion  of  convertible\n            securities outstanding immediately before the Dilutive Event.\n\n                  2. 'Excluded  Issuance'  means the issue or sale of (i) shares\n            of Common  Stock by the Company  pursuant to the exercise of options\n            and warrants outstanding  immediately prior to the Issuance Date (as\n            adjusted  pursuant to the terms of such securities to give effect to\n            stock  dividends  or stock  splits  or a  combination  of  shares in\n            connection with a recapitalization,  merger,  consolidation or other\n            reorganization  occurring after the Issuance Date),  (ii) options to\n            acquire  Common Stock pursuant to a resolution of, or a stock option\n            plan  approved by a  resolution  of, the Board of  Directors  of the\n            Company (or the  compensation  committee or stock  option  committee\n            thereof)  to  the  Company's  employees,   directors  or  Scientific\n            Advisory  Board  members,  or (iii) shares of Common Stock issued by\n            the Company as  dividends  on, or upon  conversion  of, the Series A\n            Preferred Shares.\n\n\n                                       20\n\n\n                  3. If after the Issuance Date the Company in any manner grants\n            or issues any option,  warrant or convertible security and the price\n            per share for which  shares of Common  Stock are  issuable  upon the\n            exercise of any such option, warrant or convertible security is less\n            than  the  Actual  Price  with  respect  to such  date of  grant  or\n            issuance,  then such shares of Common  Stock shall be deemed to have\n            been issued and sold by the  Company at the time of the  granting or\n            issuance of such option,  warrant or  convertible  security for such\n            price  per share  and the  Conversion  Price  shall be  adjusted  in\n            accordance with paragraph (i) above. For purposes of this paragraph,\n            the 'price per share' for which  shares of Common Stock are issuable\n            upon  the   conversion  or  exercise  of  any  option,   warrant  or\n            convertible  security  shall be equal to the sum of the  amounts  of\n            consideration  (if any)  received or  receivable by the Company with\n            respect to such shares of Common Stock upon the granting or issuance\n            of the option,  warrant or convertible security and upon exercise or\n            conversion  of the  option,  warrant  or  convertible  security.  No\n            further  adjustment of the  Conversion  Price shall be made upon the\n            actual issue of such Common Stock upon the exercise or conversion of\n            such option, warrant or convertible security.\n\n                  4. If after the Issuance Date the purchase  price provided for\n            in any option or  warrant,  the  additional  consideration  (if any)\n            payable upon the issue,  conversion  or exchange of any  convertible\n            security,   or  the  rate  at  which  any  convertible  security  is\n            convertible  into or  exchangeable  for Common Stock  changes at any\n            time, any Conversion Price previously  adjusted with respect to such\n            option, warrant or convertible security and in effect at the time of\n            such change shall be readjusted to the Conversion  Price which would\n            have  been in  effect  at such  time had  such  option,  warrant  or\n            convertible  security  originally provided for such changed purchase\n            price,  additional  consideration or changed conversion rate, as the\n            case may be, at the time initially granted, issued or sold.\n\n                  5.  Upon  the  expiration  of any  option  or  warrant  or the\n            termination of any right to convert any convertible security,  after\n            the  Issuance  Date,  without  the  exercise  of any such  option or\n            warrant,  any  Conversion  Price then in effect  hereunder  shall be\n            adjusted to the Conversion  Price which would have been in effect at\n            the time of such expiration or termination had such option,  warrant\n            or convertible security, to the extent outstanding immediately prior\n            to such expiration or termination, never been issued.\n\n                  6. In case any option or warrant is issued in connection  with\n            the  issue  or sale of other  securities  of the  Company,  together\n            comprising  one (1)  integrated  transaction  in which  no  specific\n            consideration  is allocated to such option or warrant by the parties\n            thereto,  the option or warrant  shall be deemed to have been issued\n            for a consideration of $.0l.\n\n                  7. If the  Company  shall  consolidate  with or merge into any\n            corporation  or reclassify  its  outstanding  shares of Common Stock\n            (other than by way of subdivision or reduction of such shares) (each\n\n\n                                       21\n\n\n            a 'Major  Transaction'),  then each Series A  Preferred  Share shall\n            thereafter  be  convertible  into the  number  of shares of stock or\n            securities (the 'Resulting  Securities') or property of the Company,\n            or of the entity  resulting from such  consolidation  or merger,  to\n            which a holder of the  number of  shares of Common  Stock  delivered\n            upon  conversion  of such Series A  Preferred  Share would have been\n            entitled upon such Major Transaction had the holder of such Series A\n            Preferred  Share  exercised  its  right of  conversion  and had such\n            Common  Stock been issued and  outstanding  and had such holder been\n            the holder of record of such Common  Stock at the time of such Major\n            Transaction, and the Company shall make lawful provision therefor as\n            a part of such consolidation, merger or reclassification.\n\n                  8. If at any  time,  or from time to time  after the  Issuance\n            Date,  the  Company  shall (i) declare and pay, on or in respect of,\n            its Common Stock any  dividend  payable in shares of Common Stock or\n            (ii) subdivide the outstanding shares of Common Stock into a greater\n            number of  shares,  or reduce  the  number of  outstanding  Series A\n            Preferred  Shares by combining such Series A Preferred Shares into a\n            smaller number of Series A Preferred Shares, the Conversion Price in\n            effect at the time of the  taking of a record for such  dividend  or\n            the taking of such other action shall be  proportionately  decreased\n            as of such time, and  conversely  (iii) if at any time, or from time\n            to time, the Company shall reduce the number of  outstanding  shares\n            of Common  Stock by combining  such shares into a smaller  number of\n            shares, or subdivide the outstanding  Series A Preferred Shares into\n            a greater number of Series A Preferred Shares,  the Conversion Price\n            in effect  at the time of the  taking  of any such  action  shall be\n            proportionately increased as of such time.\n\n                  9. Anything in this Section 2 to the contrary notwithstanding,\n            the Company  shall not be required to give effect to any  adjustment\n            in the  Conversion  Price  unless and until the net effect of one or\n            more adjustments,  determined as above provided, shall have resulted\n            in a change of the  Conversion  Price by at least  $0.05,  provided,\n            however,  that  when the  cumulative  net  effect  of more  than one\n            adjustment so determined  shall be to change the Conversion Price by\n            at least $0.05 such change in the Conversion  Price shall  thereupon\n            be given effect.\n\n                  10. The  Company  shall not issue any  fraction  of a share of\n            Common Stock upon any conversion,  but shall pay in cash therefor at\n            the Conversion Price then in effect multiplied by such fraction.\n\n                  11. Notice of  Adjustments  of Conversion  Rate.  Whenever the\n            Conversion Price is adjusted as provided  herein,  the Company shall\n            promptly (and, in any event, not later than the fifteenth (15th) day\n            following the  occurrence of the event  requiring  such  adjustment)\n            compute the adjusted  Conversion  Price in  accordance  herewith and\n            shall prepare a report  setting forth such  adjustment.  The Company\n            will  promptly  (and,  in any event,  not later than such  fifteenth\n            (15th) day) furnish a copy of each such report and such verification\n            to the holder of any Series A Preferred Share. The Company will also\n            keep  copies  of all  such  reports  and such \n\n\n                                       22\n\n\n            verifications at its principal office, and will cause the same to be\n            available for inspection at such office during normal business hours\n            by the holder of any Series A Preferred Shares.\n\n                  12. Notice of Certain Corporate Action. In case:\n\n                        (1) the Company  shall  declare a dividend (or any other\n                  distribution)  on its Common Stock payable  otherwise  than in\n                  cash out of its earned surplus; or\n\n                        (2) (a) of any  reclassification  of the Common Stock of\n                  the  Company,  or (b) of any  consolidation,  merger  or share\n                  exchange  to  which  the  Company  is a party  and  for  which\n                  approval of any  stockholders  of the Company is required,  or\n                  (c) of the  conveyance,  transfer,  sale  or  lease  of all or\n                  substantially all of the assets of the Company; or\n\n                        (3)  of  the  voluntary  or   involuntary   dissolution,\n                  liquidation or winding up of the Company;\n\n            then the Company,  ten (10)  business  days prior to the  applicable\n            record,  expiration or effective date hereinafter  specified,  shall\n            give to each  holder of Series A Preferred  Shares a notice  stating\n            (x) the date on which a record  is to be taken  for the  purpose  of\n            such dividend, distribution,  rights or warrants, or, if a record is\n            not to be  taken,  the  effective  date as of which the  holders  of\n            Common   Stock  of  record  to  be   entitled   to  such   dividend,\n            distribution,  rights or warrants are to be determined, (y) the date\n            on  which  such  reclassification,   consolidation,   merger,  share\n            exchange,   conveyance,    transfer,   sale,   lease,   dissolution,\n            liquidation or winding up is expected to become  effective,  and the\n            date as of which it is  expected  that  holders  of Common  Stock of\n            record  shall be entitled to exchange  their  shares of Common Stock\n            for  securities,  cash  or  other  property  deliverable  upon  such\n            reclassification, consolidation, merger, share exchange, conveyance,\n            transfer, sale, lease, dissolution, liquidation or winding up.\n\n            H. On presentation and surrender to the Company (or at any office or\n      agency  maintained  for the transfer of the Series A Preferred  Shares) of\n      the  certificates  of Series A Preferred  Shares so to be converted,  duly\n      endorsed in blank for transfer or  accompanied  by proper  instruments  of\n      assignment or transfer in blank (a 'Conversion  Notice'),  with signatures\n      guaranteed,  the  holder  of such  Series  A  Preferred  Shares  shall  be\n      entitled,  subject  to the  limitations  herein  contained,  to receive in\n      exchange  therefor  a  certificate  or  certificates  for  fully  paid and\n      nonassessable  shares,  which certificates shall be delivered by the fifth\n      trading day after the date of delivery of the Conversion  Notice, and cash\n      for fractional  shares, of Common Stock on the foregoing basis. The Series\n      A Preferred Shares shall be deemed to have been converted,  and the person\n      converting  the same to have become the holder of record of Common  Stock,\n      for all purposes as of the date of delivery of the Conversion Notice.\n\n\n                                       23\n\n\n            I. The  Company  shall,  so long as any of the  Series  A  Preferred\n      Shares are  outstanding,  reserve and keep available out of its authorized\n      and  unissued  Common  Stock,  solely  for the  purpose of  effecting  the\n      conversion of the Series A Preferred  Shares  outstanding,  such number of\n      shares of Common Stock as it shall  reasonably  believe shall from time to\n      time be  sufficient  to  effect  the  conversion  of all of the  Series  A\n      Preferred Shares then outstanding.\n\n            J. The Company shall pay any and all taxes which may be imposed upon\n      it with  respect to the  issuance  and  delivery of Common  Stock upon the\n      conversion  of the  Series A  Preferred  Shares  as herein  provided.  The\n      Company  shall not be required  in any event to pay any  transfer or other\n      taxes by reason of the  issuance of such Common  Stock in names other than\n      those in which the Series A Preferred  Shares  surrendered  for conversion\n      are  registered  on the  Company's  records,  and no  such  conversion  or\n      issuance  of Common  Stock  shall be made  unless  and  until  the  person\n      requesting  such  issuance  has paid to the Company the amount of any such\n      tax,  or has  established  to the  satisfaction  of the  Company  and  its\n      transfer agent, if any, that such tax has been paid.\n\n      IV.  Voting  Rights.  Holders of Series A Preferred  Shares  shall have no\nvoting rights, except as required by law, by Section 7 hereof and, to the extent\npermitted by applicable laws and regulations,  as provided in this Section 3. If\nduring any fiscal year of the  Company,  the Company  shall be in arrears in the\npayment of any  dividend  on the Series A  Preferred  Shares for a period of six\nmonths  or  more  during  such  fiscal  year,  then  at the  annual  meeting  of\nshareholders relating to such fiscal year, the holders of the Series A Preferred\nShares  shall have the right to  designate a nominee for director to be included\non the slate of the Company's  nominees for directors for such annual meeting of\nshareholders,  and further,  shall have the right,  voting as a class,  to elect\nsuch  nominee  as  a  director  of  the  Company  at  such  annual   meeting  of\nshareholders.\n\n      V.  Redemption.  The Company may,  but shall not be  obligated  to, at any\ntime, and from time to time, redeem on the terms and conditions herein provided,\nthe whole or any part of the Series A  Preferred  Shares then  outstanding  at a\nredemption price of $120 per Preferred Share,  plus accrued and unpaid dividends\nthereon, in accordance with the following procedures:\n\n            A. In case of  redemption  of only  part of the  Series A  Preferred\nShares at any time outstanding, the Company shall designate the amount of Series\nA Preferred  Shares so to be redeemed  and shall  redeem such Series A Preferred\nShares ratably from each tranche.\n\n            B. Notice of every redemption shall be given by mail to every holder\nof record of any Series A Preferred Shares then to be redeemed,  at least thirty\n(30), but no more than ninety (90), days prior to the date fixed as the date for\nthe redemption thereof, at the respective  addresses of such holders as the same\nshall appear on the stock transfer books of the Company.  The notice shall state\nthat the Series A  Preferred  Shares  shall be  redeemed  by the  Company at the\nredemption price specified above,  upon the surrender for  cancellation,  at the\ntime and place designated in such notice,  of the certificates  representing the\nSeries A  Preferred  Shares  to be  redeemed,  properly  endorsed  in blank  for\ntransfer,  or  accompanied  by proper  instruments of assignment and transfer in\nblank, with signatures guaranteed, and bearing all necessary transfer tax stamps\nthereto  affixed and  canceled.  On \n\n\n                                       24\n\n\nand after the date  specified  in the notice  described  above,  each  holder of\nSeries A Preferred  Shares  called for  redemption  shall be entitled to receive\ntherefor the specified  redemption price upon  presentation and surrender at the\nplace  designated  in such  notice of the  certificates  for Series A  Preferred\nShares  called  for  redemption,  properly  endorsed  in blank for  transfer  or\naccompanied  by proper  instruments  of  assignment  or transfer in blank,  with\nsignatures  guaranteed,  and bearing all necessary  transfer tax stamps  thereto\naffixed and canceled.\n\n            C. If the Company shall give notice of redemption as aforesaid  (and\nunless  the  Company  shall  fail to pay the  redemption  price of the  Series A\nPreferred Shares  presented for redemption in accordance with such notice),  all\nSeries A Preferred  Shares  called for  redemption  shall be deemed to have been\nredeemed on the date specified in such notice,  whether or not the  certificates\nfor such Series A Preferred Shares shall be surrendered for redemption, and such\nSeries A  Preferred  Shares so called for  redemption  shall from and after such\ndate cease to represent any interest  whatsoever in the Company or its property,\nand the  holders  thereof  shall have no rights  other than the right to receive\nsuch redemption price without any interest thereof from and after such date.\n\n      VI. Liquidation, Dissolution, Winding Up. In the event of any voluntary or\ninvoluntary  liquidation,  dissolution or winding up of the Company, the holders\nof the Series A Preferred Shares shall be entitled to receive in cash out of the\nassets of the  Company,  whether from capital or from  earnings,  available  for\ndistribution  to its  stockholders  (the 'Preferred  Funds'),  before any amount\nshall be paid to the  holders of the Common  Stock or holders of shares of other\nclasses or series of capital  stock of the Company  (the  'Junior  Shares'),  an\namount equal to the Stated Value per Series A Preferred Share  outstanding  plus\naccrued and unpaid dividends thereon,  provided that, if the Preferred Funds are\ninsufficient  to pay the full  amount due to the  holders of Series A  Preferred\nShares, then each holder of Series A Preferred Shares shall receive a percentage\nof the  Preferred  Funds equal to the full amount of Preferred  Funds payable to\nsuch holder as a percentage of the full amount of Preferred Funds payable to all\nholders of Series A Preferred Shares.  The purchase or redemption by the Company\nof stock of any  class,  in any manner  permitted  by law,  shall  not,  for the\npurposes hereof, be regarded as a liquidation,  dissolution or winding up of the\nCompany.  Notwithstanding  the foregoing,  to the extent that Series A Preferred\nShares shall be converted or redeemed, as the case may be, the Company may issue\nshares of other classes or series of preferred  stock of the Company that are of\nequal rank with the Series A Preferred  Shares (the 'Pari  Passu  Shares'),  and\nsuch Pari Passu Shares shall be entitled to distributions of the Preferred Funds\non the same basis as the Series A Preferred  Shares.  Neither the  consolidation\nnor merger of the Company with or into any other  corporation  or  corporations,\nnor the sale or transfer by the  Company of less than  substantially  all of its\nassets,  shall,  for  the  purposes  hereof,  be  deemed  to  be a  liquidation,\ndissolution or winding up of the Company. No holder of Series A Preferred Shares\nshall  be  entitled  to  receive  any  amounts  with  respect  thereto  upon any\nliquidation,  dissolution  or winding up of the  Company  other than the amounts\nprovided for herein.\n\n      VII. Preferred Rank. Except with respect to any Pari Passu Shares that the\nCompany  may  issue  from  time to time  pursuant  to  Section  5, all  Series A\nPreferred  Shares shall be of senior rank to all Junior Shares in respect to the\npreferences as to dividends and distributions and payments upon the liquidation,\ndissolution or winding up of the Company. In the event dividends on the Series A\nPreferred  Shares are in  arrears,  the  Company  shall not be  entitled  to pay\ndividends on any,  Junior \n\n\n                                       25\n\n\nShares or Pari Passu Shares. The rights of the Junior Shares shall be subject to\nthe  preferences  and  relative  rights  of  the  Series  A  Preferred   Shares.\nNotwithstanding the foregoing, the Company may authorize and issue additional or\nother  preferred  stock which is of junior  rank,  or equal rank as permitted by\nSection 5, with the Series A Preferred  Shares in respect of the  preferences as\nto dividends and distributions and payments upon the liquidation, dissolution or\nwinding up of the Company;  provided,  however, that for so long as the Series A\nPreferred  Shares  remain  outstanding  the Company  shall not issue any capital\nstock which is senior in rank to the Series A Preferred Shares in respect of any\nof the foregoing preferences. In the event of the merger or consolidation of the\nCompany with or into another  corporation,  the Series A Preferred  Shares shall\nmaintain  their  relative  powers,  designations  and  preferences  provided for\nherein.\n\n      VIII.  Vote to  Change  the  Terms  of  Series  A  Preferred  Shares.  The\naffirmative  vote at a meeting  duly  called  for such  purpose  or the  written\nconsent  without a meeting of the holders of not less than  two-thirds  (2\/3) of\nthe then  outstanding  Series A  Preferred  Shares  shall be  required to amend,\nalter, change or repeal any of the powers, designations,  preferences and rights\nof the Series A Preferred Shares.\n\n      IN WITNESS  WHEREOF,  the Company has caused this certificate to be signed\nby, its President, and its Secretary, this 3rd day of December 1997.\n\n                                          IMCLONE SYSTEMS INCORPORATED\n\n                                          By:    \/s\/ Samuel D. Waksal\n                                             ---------------------------------\n                                          Name:  Samuel D. Waksal\n                                               -------------------------------\n                                          Title: President &amp; CEO\n                                                ------------------------------\n\nATTEST\n\nBy:    \/s\/ John B. Landes\n   ---------------------------------\nName:  John B. Landes\n     -------------------------------\nTitle: Secretary\n      ------------------------------\n\n\n                                       26\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7835],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9622,9627],"class_list":["post-43502","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43502","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43502"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43502"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43502"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43502"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}