Bristol-Myers Squibb Company has proposed to enter into an agreement to acquire ImClone Systems Incorporated, a global leader in the development and commercialization of novel antibodies to treat cancer, for $60.00 per share in cash, or a total payment of approximately $4.5 billion, to equity holders of ImClone, other than Bristol-Myers Squibb.

Bristol-Myers Squibb currently owns approximately 17 percent of all outstanding shares of ImClone. Bristol-Myers Squibb's all-cash offer, which is not conditioned on the receipt of financing or on the conduct of due diligence, represents a premium of approximately 30 percent over ImClone's closing stock price on July 30, 2008, the last trading day before Bristol-Myers Squibb sent its proposal to ImClone's Board of Directors. A premium of approximately 40 percent over the average closing price of ImClone's stock during the most recent one-month period and a premium in excess of 40 percent for the average closing stock prices of ImClone stock during each of the most recent three-month and 12-month periods.

ERBITUX (cetuximab) is indicated for use in the treatment of patients with metastatic colorectal cancer and for use in the treatment of squamous cell carcinoma of the head and neck. Bristol-Myers Squibb and ImClone have been engaged in the co-development and co-commercialization of ERBITUX in the U.S. and Canada under an agreement entered into in September 2001. Under the agreement, ImClone receives a distribution fee based on a flat rate of 39 percent of net sales in North America. This Agreement was amended in July 2007 to provide for additional development funding for certain indications. The Agreement expires in September 2018 with respect to ERBITUX in the U.S.

Bristol-Myers Squibb and ImClone have also been engaged in the co-development of ERBITUX in Japan with Merck KGaA since December 2004. In October 2007, the three companies amended this agreement to provide for co-commercialization of ERBITUX in Japan. The companies received marketing approval for ERBITUX in Japan on July 16, 2008, for use in combination with irinotecan to treat unresectable advanced or recurrent colorectal cancer.