0000950123-08-012800 Sample Contracts

Offer to Purchase for Cash All Outstanding Shares of Common Stock and the Associated Preferred Stock Purchase Rights of IMCLONE SYSTEMS INCORPORATED at $70.00 Net Per Share by ALASKA ACQUISITION CORPORATION
Merger Agreement • October 14th, 2008 • Lilly Eli & Co • Pharmaceutical preparations

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 6, 2008 (the “Merger Agreement”), by and among Eli Lilly and Company, an Indiana corporation (“Lilly”), Alaska Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Lilly (the “Purchaser”), and ImClone Systems Incorporated, a Delaware corporation (“ImClone”).

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