ELI LILLY & Co — Director's Dealing 2005

Feb 3, 2005

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ICAGEN INC (ICGN)
CIK: 0000902622
Period of Report: 2005-02-03

Reporting Person: LILLY ELI & CO (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	175000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Stock (125340)		Direct

Footnotes

F1: The Series B Convertible Preferred Stock is immediately exercisable and has no expiration date. Upon the closing of the Issuer's public offering, these shares will automatically convert into common stock of the Issuer.

F2: The shares of Series B Convertible Preferred Stock are convertible on a 1-for-1 basis into common stock of the Issuer.