content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM 8-K
  
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
          Date of Report (Date of earliest event reported): MARCH 17, 2005
  
                            IMCLONE SYSTEMS INCORPORATED
                 (Exact name of Registrant as Specified in Charter)
  
  <TABLE>
  <CAPTION>
  <S>                               <C>                     <C>
  
         DELAWARE                   0-19612                     04-2834797
  (State of incorporation or  (Commission File Number)   (I.R.S. Employer Identification
     organization)                                                    No.)
  </TABLE>
  
                            180 VARICK STREET, 6TH FLOOR
                              NEW YORK, NEW YORK 10014
                 (Address of Principal Executive Offices)(Zip Code)
  
                                   (212) 645-1405
                (Registrant's telephone number, including area code)
  
                                         N/A
            (Former Name or Former Address, if Changed Since Last Report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  
   |_|  Written communications pursuant to Rule 425 under the Securities
        Act (17 CFR 230.425)
  
   |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
        (17 CFR 240.14a-12)
  
   |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under
        the Exchange Act (17 CFR 240.14d-2(b))
  
   |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under
        the Exchange Act (17 CFR 240.13e-4(c))
  
  
  <PAGE>
  
  
  
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
        On March 17, 2005, the Company entered into a five year, multi-product
  supply agreement with Lonza Biologics PLC (the "Agreement") for the manufacture
  of biological material at the 5000 liter scale. The Company has discretion over
  which products to manufacture, which may include later-stage clinical production
  of its antibodies currently in Phase I clinical testing and those nearing Phase
  I testing.
  
        The notional value of producing all batches allocated under the Agreement
  is approximately $68 million, unless terminated earlier. To the extent the
  production capacity is used to produce pipeline product candidates, those costs
  will be accounted for as a component of research and development expense. Costs
  expected to be incurred under the Agreement in 2005 were factored into
  previously disclosed research and development expense estimates of $100 million
  for the year.
  
  FORWARD-LOOKING STATEMENTS
  
       CERTAIN MATTERS DISCUSSED IN THIS REPORT MAY CONSTITUTE FORWARD-LOOKING
  STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
  1995 AND THE FEDERAL SECURITIES LAWS. ALTHOUGH THE COMPANY BELIEVES THAT THE
  EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED UPON
  REASONABLE ASSUMPTIONS IT CAN GIVE NO ASSURANCE THAT ITS EXPECTATIONS WILL BE
  ACHIEVED. FORWARD-LOOKING INFORMATION IS SUBJECT TO CERTAIN RISKS, TRENDS AND
  UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
  PROJECTED. MANY OF THESE FACTORS ARE BEYOND THE COMPANY'S ABILITY TO CONTROL OR
  PREDICT. IMPORTANT FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
  AND COULD IMPACT THE COMPANY AND THE STATEMENTS CONTAINED IN THIS REPORT CAN BE
  FOUND IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
  INCLUDING QUARTERLY REPORTS ON FORM 10-Q, CURRENT REPORTS ON FORM 8-K AND ANNUAL
  REPORTS ON FORM 10-K. FOR FORWARD-LOOKING STATEMENTS IN THIS REPORT, THE COMPANY
  CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
  CONTAINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE COMPANY
  ASSUMES NO OBLIGATION TO UPDATE OR SUPPLEMENT ANY FORWARD-LOOKING STATEMENTS
  WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
  
  
                                          2
  
  <PAGE>
  
  
  
  
                                     SIGNATURES
  
  
        Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
  
                                        IMCLONE SYSTEMS INCORPORATED
  
  
                                        By:/S/  MICHAEL J. HOWERTON
                                           ---------------------------------
                                           Name:   Michael J. Howerton
                                           Title:  Chief Financial Officer
  
  
  Date:  March 23, 2005
  
  
                                          3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "eform8klonzasupplyagreement.txt", "secsgml_size_bytes": 4886}]
metadata_filer: {"company-data": {"conformed-name": "IMCLONE SYSTEMS INC/DE", "cik": "0000765258", "assigned-sic": "2836", "irs-number": "042834797", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19612", "film-number": "05699815"}, "business-address": {"street1": "180 VARICK ST", "city": "NEW YORK", "state": "NY", "zip": "10014", "phone": "2126451405"}, "mail-address": {"street1": "180 VARICK ST", "city": "NEW YORK", "state": "NY", "zip": "10014"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
          Date of Report (Date of earliest event reported): MARCH 17, 2005
  
                            IMCLONE SYSTEMS INCORPORATED
                 (Exact name of Registrant as Specified in Charter)
  DELAWARE                   0-19612                     04-2834797
  (State of incorporation or  (Commission File Number)   (I.R.S. Employer Identification
     organization)                                                    No.)
  180 VARICK STREET, 6TH FLOOR
                              NEW YORK, NEW YORK 10014
                 (Address of Principal Executive Offices)(Zip Code)
  
                                   (212) 645-1405
                (Registrant's telephone number, including area code)
  
                                         N/A
            (Former Name or Former Address, if Changed Since Last Report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
   |_|  Written communications pursuant to Rule 425 under the Securities
        Act (17 CFR 230.425)
  
   |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
        (17 CFR 240.14a-12)
  
   |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under
        the Exchange Act (17 CFR 240.14d-2(b))
  
   |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under
        the Exchange Act (17 CFR 240.13e-4(c))
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
        On March 17, 2005, the Company entered into a five year, multi-product
  supply agreement with Lonza Biologics PLC (the "Agreement") for the manufacture
  of biological material at the 5000 liter scale. The Company has discretion over
  which products to manufacture, which may include later-stage clinical production
  of its antibodies currently in Phase I clinical testing and those nearing Phase
  I testing.
  
        The notional value of producing all batches allocated under the Agreement
  is approximately $68 million, unless terminated earlier. To the extent the
  production capacity is used to produce pipeline product candidates, those costs
  will be accounted for as a component of research and development expense. Costs
  expected to be incurred under the Agreement in 2005 were factored into
  previously disclosed research and development expense estimates of $100 million
  for the year.
  
  FORWARD-LOOKING STATEMENTS
  
       CERTAIN MATTERS DISCUSSED IN THIS REPORT MAY CONSTITUTE FORWARD-LOOKING
  STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
  1995 AND THE FEDERAL SECURITIES LAWS. ALTHOUGH THE COMPANY BELIEVES THAT THE
  EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED UPON
  REASONABLE ASSUMPTIONS IT CAN GIVE NO ASSURANCE THAT ITS EXPECTATIONS WILL BE
  ACHIEVED. FORWARD-LOOKING INFORMATION IS SUBJECT TO CERTAIN RISKS, TRENDS AND
  UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
  PROJECTED. MANY OF THESE FACTORS ARE BEYOND THE COMPANY'S ABILITY TO CONTROL OR
  PREDICT. IMPORTANT FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
  AND COULD IMPACT THE COMPANY AND THE STATEMENTS CONTAINED IN THIS REPORT CAN BE
  FOUND IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
  INCLUDING QUARTERLY REPORTS ON FORM 10-Q, CURRENT REPORTS ON FORM 8-K AND ANNUAL
  REPORTS ON FORM 10-K. FOR FORWARD-LOOKING STATEMENTS IN THIS REPORT, THE COMPANY
  CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
  CONTAINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE COMPANY
  ASSUMES NO OBLIGATION TO UPDATE OR SUPPLEMENT ANY FORWARD-LOOKING STATEMENTS
  WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
  
                                          2
  SIGNATURES
  
        Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                        IMCLONE SYSTEMS INCORPORATED
  
                                        By:/S/  MICHAEL J. HOWERTON
                                           ---------------------------------
                                           Name:   Michael J. Howerton
                                           Title:  Chief Financial Officer
  
  Date:  March 23, 2005
  
                                          3