SUBLEASE



         AGREEMENT OF SUBLEASE ("Sublease") dated as of the 5th day of October,

2001, by and between 325 SPRING STREET LLC, a Delaware limited liability company

having an office c/o Savanna Partners, 80 Fifth Avenue, New York, New York

("Sublandlord"), and IMCLONE SYSTEMS INCORPORATED, a Delaware corporation having

an office at 180 Varick Street, New York, New York ("Subtenant").



                                    WHEREAS:



         I. By lease agreement dated as of May 8, 2000 between United Parcel

Service, Inc. ("Overlandlord"), as landlord, and SenseNet, Inc., as tenant, as

amended by (a) First Amendment to Lease Agreement (the "First Amendment"), dated

as of November 1, 2000 and (b) Second Amendment to Lease Agreement, dated as of

October 4, 2001 (as amended, the "Overlease"), SenseNet leased from Overlandlord

certain premises in the building (the "Building") known as 325 Spring Street,

New York, New York; and



         II. By Assignment and Assumption of Lease, dated as of November, 2000,

SenseNet assigned to Sublandlord, and Sublandlord assumed from SenseNet, all of

SenseNet's right, title, obligations and interest in and to the Overlease; and



         III. Subtenant desires to sublet from Sublandlord the portion of the

premises demised to Sublandlord under the Overlease more particularly described

on Exhibit A annexed hereto (the "Sublease Premises"), upon the terms and

subject to the provisions and conditions hereinafter set forth.



         NOW, THEREFORE, the parties hereto, in consideration of the mutual

covenants, conditions and agreements hereinafter contained, do hereby agree as

follows



                                  WITNESSETH:



         1. Term. Sublandlord hereby sublets the Sublease Premises to Subtenant,

and Subtenant hereby hires the Sublease Premises from Sublandlord, for a term

(the "Term") which shall commence on the later to occur of (a) October 5, 2001

and (b) two (2) business days after the date upon which a copy of the consent,

executed by Overlandlord, whereby Overlandlord grants its consent to this

Sublease in accordance with Article 21 herein is delivered to Subtenant (the

"Commencement Date"), and which shall end on April 29, 2023 (the "Expiration

Date"), unless sooner terminated in accordance with the provisions of this

Sublease.

{PAGE}

         2.       Annual Fixed Rent and Additional Rent.



                  A. Subtenant covenants and agrees that, during and throughout

the entire Term, Subtenant shall pay to Sublandlord annual fixed rent ("FIXED

RENT") in the amounts more particularly set forth on SCHEDULE 1 annexed hereto

and made a part hereof, during and for the period commencing on the Commencement

Date and continuing through and including the Expiration Date; which Subtenant

covenants and agrees to pay to Sublandlord, in lawful money of the United

States, in equal monthly installments in advance, on the fifth (5th) business

day prior to the first day of each calendar month during the Term, without

demand, deduction, offset, abatement, defense, and/or counterclaim whatsoever,

except that Subtenant shall pay the first monthly installment of Fixed Rent

simultaneously with the execution and delivery of this Sublease. The monthly

installment of Fixed Rent payable on account of any partial calendar month

during the Term shall be prorated. Notwithstanding anything to the contrary

contained herein, in the event (a) Sublandlord files a voluntary petition under

the United States Bankruptcy Code (or any other federal or state bankruptcy or

insolvency law) (the "CODE"), or (b) any direct or indirect member, shareholder,

partner, principal, affiliate, employee, officer, director, agent or

representative of Sublandlord (each, a "RELATED PARTY") commences, files,

solicits, participates in or joins in the filing of, an involuntary petition

against Sublandlord under the Code, or (c) Sublandlord files an answer

consenting to or acquiescing in (actual as distinguished from implied or

constructive consent) any involuntary petition filed it by any other person

under the Code, then the Fixed Rent from and after the date of such filing

(until such bankruptcy is discharged provided this Sublease is not as a result

of such bankruptcy, rejected, modified or terminated) shall be an amount equal

to the Base Rent payable by Sublandlord to Overlandlord under the Overlease.

Upon the occurrence of any of the events set forth in clauses (a), (b) or (c) of

the immediately preceding sentence (and until such bankruptcy is discharged,

provided this Sublease is not as a result of such bankruptcy, rejected, modified

or terminated), Subtenant may pay the Base Rent payable by Sublandlord to

Overlandlord under the Overlease, directly to Overlandlord.



                  B. In addition to the Fixed Rent payable hereunder, Subtenant

shall be liable for, and shall pay to Sublandlord on or before the date which is

five (5) business days prior to the date upon which any and all such amounts are

payable by Sublandlord to Overlandlord pursuant to Sections 3(b) and 3(h) of the

Overlease, 95.1% of any and all amounts payable by Sublandlord to Overlandlord

pursuant to Sections 3(b) and 3(h) of the Overlease.



                  C. All payments of Fixed Rent and additional rent (Fixed Rent

and additional rent are collectively referred to herein as "rent" and all sums

as shall become due and payable by Subtenant to Sublandlord pursuant to this

Sublease other than Fixed Rent shall be deemed to be "additional rent") shall be

made by good and sufficient check (subject to collection) currently dated, drawn

on a bank which is a member of the New York Clearing House or any successor

thereto, issued directly from Subtenant, without endorsements, to the order of

Sublandlord (or such other party as Sublandlord may, from time to time, direct)

at Sublandlord's office (or such other place as Sublandlord may designate from

time to time) Contemporaneously herewith, Sublandlord, Subtenant and Bank of

America Securities, L.L.C. (together





                                       2

{PAGE}

with any successor thereto, the "LOCK BOX BANK") are entering into a lock-box

arrangement. Notwithstanding the provisions of this sub-paragraph C, from and

after November 1, 2001, and for so long as such arrangement is in effect,

Sublandlord and Subtenant agree that all rent shall be paid to and disbursed by

the Lock Box Bank in accordance with the terms of such lock-box arrangement;

provided, however, that the foregoing shall not in any way limit Subtenant's

obligations hereunder for the payment of rent and additional rent, and Subtenant

acknowledges and agrees that the rent and additional rent payable by Subtenant

under this Sublease shall not be deemed to have been paid by Subtenant unless

and until disbursed and received in accordance with the lock-box arrangement.



                  D. In the event that additional rent is due under the

Overlease with respect to any period which precedes the Commencement Date or

follows the Expiration Date, Subtenant's obligations hereunder on account of

such additional rent shall be appropriately prorated.



                  E. Sublandlord shall have the same rights and remedies in the

event of nonpayment of additional rent as are available to Sublandlord for the

non-payment of Fixed Rent.



         3. Use of the Sublease Premises. Subtenant shall use and occupy the

Sublease Premises for (i) general and executive offices and/or (ii) a

biotechnology laboratory and incidental uses thereto, including, but not limited

to, laboratories for molecular biology, organic chemistry, tissue culture and

immunology (with appropriate drainage and ventilation), in accordance with the

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