UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2004 • Immunicon Corp • Laboratory analytical instruments • New York
UBS Securities LLC SG Cowen Securities Corporation Legg Mason Wood Walker, Inc. Adams, Harkness & Hill, Inc. as Managing Underwriters
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2006 • Immunicon Corp • Laboratory analytical instruments • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2006, by and among Immunicon Corporation, a Delaware corporation, with headquarters located at 3401 Masons Mill Road, Suite 100, Huntingdon Valley, Pennsylvania 19006 the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
WARRANT TO PURCHASE 31,250 SHARES OF COMMON STOCK April 28, 2003Warrant Agreement • December 8th, 2003 • Immunicon Corp • Connecticut
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation ("Holder") is entitled to subscribe for and purchase Thirty One Thousand Two Hundred Fifty (31,250) shares of the fully paid and nonassessable Common Stock (the "Shares" or the "Stock") of Immunicon Corporation, a Delaware corporation (the "Company"), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2003 • Immunicon Corp • California
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of December 23, 2000, by and between Silicon Valley Bank ("Purchaser") and the Company whose name appears on the last page of this Agreement.
4,137,902 Shares IMMUNICON CORPORATION Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 29th, 2005 • Immunicon Corp • Laboratory analytical instruments • New York
Immunicon Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell 4,137,902 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), directly to certain investors (collectively, the “Investors”). The Company desires to engage you as its placement agents (the “Placement Agents”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
Immunicon Corporation Employee Non-Compete AgreementEmployee Non-Compete Agreement • February 17th, 2004 • Immunicon Corp • Laboratory analytical instruments • Pennsylvania
This Agreement made and entered into as of this 15th day of March, 1999, by and between Immunicon Corporation, a Pennsylvania Corporation (hereinafter referred to as "Immunicon"), and Edward L. Erickson, an individual residing at 6887 Tohickon Hill Road, Pipersville, PA 18947 (hereinafter referred to as "Employee");
AMENDMENT TO DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTDevelopment, License and Supply Agreement • March 29th, 2004 • Immunicon Corp • Laboratory analytical instruments • New York
This Amendment (the "Amendment") is made effective as of the 10th day of December, 2002 by and between ORTHO-CLINICAL DIAGNOSTICS, INC., a New York corporation ("OCD"), and IMMUNICON CORPORATION, a Delaware corporation, and its subsidiaries (collectively, "Immunicon"), to amend the Development, License and Supply Agreement by and between OCD and Immunicon dated as of August 17, 2000 (the "Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
EXCLUSIVE LICENSE AGREEMENT BETWEEN UNIVERSITY OF TEXAS SYSTEM AND IMMUNICON CORPORATIONExclusive License Agreement • March 29th, 2004 • Immunicon Corp • Laboratory analytical instruments
THIS AGREEMENT is between the BOARD OF REGENTS (BOARD) of THE UNIVERSITY OF TEXAS SYSTEM (SYSTEM), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, and IMMUNICON CORPORATION (IMMUNICON), a Pennsylvania corporation having a principal place of business located at 1310 Masons Mill II, Huntingdon Valley, Pennsylvania 19006.
October 8, 2004 Mr. Byron D. Hewett Katonah, NY 10536 Dear Mr. Hewett:Employment Agreement • March 29th, 2005 • Immunicon Corp • Laboratory analytical instruments
This letter agreement will serve as an amendment and modification of the terms and conditions of your employment, including your employment letter of October 8, 2004, by Immunicon Corporation (“Immunicon”), and is effective with your start date as defined in your letter of offer.
ContractSupply and Marketing License Agreement • May 10th, 2006 • Immunicon Corp • Laboratory analytical instruments
** Certain information in this exhibit has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934.
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • December 8th, 2003 • Immunicon Corp
This letter agreement will serve as an amendment and modification of the terms and conditions of your employment, including your employment letter of March 15, 1999, by Immunicon Corporation ("Immunicon"), and is effective March 20, 2003.
LICENSE and SUPPLY AGREEMENT By and Between Immunicon Corporation And Research and Diagnostic Systems, Inc.License and Supply Agreement • March 29th, 2004 • Immunicon Corp • Laboratory analytical instruments • Delaware
THIS LICENSE and SUPPLY AGREEMENT (hereinafter "Agreement"), dated and effective as of the Effective Date (as hereinafter defined) on behalf of each of the parties hereto and their Affiliates (as hereinafter defined), is by and between Immunicon Corporation, a corporation organized and existing under the laws of the state of Delaware, having an office at 3401 Masons Mill, Suite 100, Huntingdon Valley, Pennsylvania 19006, together with its Affiliates (hereinafter collectively, "Immunicon"), and Research and Diagnostic Systems, Inc., a corporation organized and existing under the laws of the state of Minnesota, having an office at 614 McKinley Place N.E., Minneapolis, Minnesota 55413, together with its Affiliates (hereinafter collectively, "RDS").
NON-EXCLUSIVE LICENSE and SUPPLY AGREEMENT between IMMUNICON CORPORATION and MOLECULAR PROBES, INC.Non-Exclusive License and Supply Agreement • March 29th, 2004 • Immunicon Corp • Laboratory analytical instruments • Pennsylvania
THIS NON-EXCLUSIVE LICENSE and SUPPLY AGREEMENT (hereinafter "Agreement"), dated and effective as of the Effective Date (as hereinafter defined), by and between Immunicon Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, having an office at 3401 Masons Mill, Suite 100, Huntingdon Valley, Pennsylvania 19006, and its Affiliates (hereinafter collectively, "Immunicon"), and Molecular Probes, Inc., a corporation organized and existing under the laws of Oregon, having an office at 4849 Pitchford Avenue, Eugene, Oregon 97402, and its Affiliates (hereinafter collectively, "MProbes"), on behalf of each of them and their Affiliates (as the term is hereinafter defined).
NON-EXCLUSIVE LICENSE AGREEMENT By and Between IMMUNICON CORPORATION and STRECK LABORATORIES, INC.Non-Exclusive License Agreement • March 29th, 2004 • Immunicon Corp • Laboratory analytical instruments • New York
THIS NON-EXCLUSIVE LICENSE AGREEMENT (hereinafter "Agreement"), dated and effective as of the Effective Date (as hereinafter defined), is by and between Immunicon Corporation, having an address at 3401 Masons Mill, Suite 100, Huntingdon Valley, Pennsylvania 19006 (hereinafter "Immunicon"), and Streck Laboratories, Inc., having an address at 7002 South 109th Street, La Vista, NE 68128 (hereinafter "Streck"), on behalf of each of them and their Affiliates (as hereinafter defined).
30,000,000 Subordinated Convertible Notes Warrants to Purchase 1,466,994 Shares of Common Stock Immunicon Corporation PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 5th, 2006 • Immunicon Corp • Laboratory analytical instruments • New York
Immunicon Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (i) up to $30,000,000 in aggregate principal amount of unsecured subordinated convertible promissory notes (the “Notes”) and (ii) Warrants (the “Warrants”) to purchase up to an aggregate of 1,466,994 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to certain investors (each an “Investor” and, collectively, the “Investors”). The Notes and the Warrants are referred to herein collectively as the “Securities.” The Company desires to engage Deutsche Bank Securities Inc. (the “Placement Agent”) as its exclusive placement agent subject to the terms and conditions set forth in this Placement Agency Agreement (this “Agreement”) in connection with such issuance and sale. The Securities are more fully described in the Registration Statement, the Disclosure Package and the Prospectus (each as hereinafter defined).
THIRD AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • December 8th, 2003 • Immunicon Corp
THIS THIRD AMENDMENT TO AGREEMENT OF LEASE (this "Amendment") is made on this 24th day of April, 2002, by and between MASONS MILL PARTNERS, L.P., a Pennsylvania limited partnership ("Landlord"), and IMMUNICON CORPORATION, a Pennsylvania corporation ("Tenant").
CONFIRMATION OF LEASE TERMConfirmation of Lease Term • December 8th, 2003 • Immunicon Corp
THIS CONFIRMATION OF LEASE TERM is made this 17th day of November, 2000, between MASONS MILL PARTNERS, L.P. ("Landlord") and IMMUNICON CORPORATION ("Tenant")
March 6, 2006 Dr. Nicholas A Saccamano, Senior Vice President, Global Research Technology, Pfizer Inc.,Third Amending Letter of Agreement • March 15th, 2006 • Immunicon Corp • Laboratory analytical instruments
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 8th, 2003 • Immunicon Corp • Pennsylvania
This Second Amended and Restated Investor Rights Agreement (this "Agreement"), dated as of December 13, 2001, is entered into by and among Immunicon Corporation, a Delaware corporation (the "Company"), and the entities and persons listed on Schedule A to this Agreement (the "Investors").
FIRST AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • December 8th, 2003 • Immunicon Corp
THIS FIRST AMENDMENT TO AGREEMENT OF LEASE (this "Amendment") is made as of the 20th day of August, 1999, by and between MASONS MILL PARTNERS, L.P., a Pennsylvania limited partnership ("Landlord"), and IMMUNICON CORPORATION, a Pennsylvania corporation ("Tenant").
QuickLinks -- Click here to rapidly navigate through this documentConsulting Agreement • December 8th, 2003 • Immunicon Corp
Re: Your Consulting Agreement with Immunicon Corporation effective January 1, 2000, as amended and extended through December 31, 2003 ("Agreement")
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, AS AMENDEDInvestor Rights Agreement • December 8th, 2003 • Immunicon Corp
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, AS AMENDED (this "Amendment") is made and entered into as of June 30, 2003, by and among Immunicon Corporation, a Delaware corporation (the "Company"), certain entities and persons listed on Schedule A to that certain Second Amended and Restated Investor Rights Agreement, dated as of December 13, 2001, by and among the Company and the signatories thereto, as amended on March 6, 2002 (the "Agreement"), and those other signatories hereto who will be purchasing shares of Series F Convertible Preferred Stock of the Company pursuant to the Series F Preferred Stock Purchase Agreement of even date herewith (each a "New Investor" and, collectively, the "New Investors"). Capitalized terms used herein but not defined shall have the meanings given to such terms in the Agreement.
QuickLinks -- Click here to rapidly navigate through this documentConsulting Agreement • December 8th, 2003 • Immunicon Corp
Re: Consulting Agreement ("Agreement") with Immunicon Corporation effective January 1, 2000, through January 1, 2002, as amended and extended to September 20, 2002
MASTER SECURITY AGREEMENT dated as of April 15, 2003 ("Agreement")Master Security Agreement • December 8th, 2003 • Immunicon Corp
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and Immunicon Corporation ("Debtor"). Secured Party has an office at 401 Merritt 7 Suite 23, Norwalk, CT 06851-1177. Debtor is a corporation organized and existing under the laws of the state of Delaware ("the State"). Debtor's mailing address and chief place of business is 3401 Masons Mill Road, Suite 100, Huntingdon Valley, PA 19006.
AGREEMENT OF LEASELease Agreement • December 8th, 2003 • Immunicon Corp • Pennsylvania
THIS AGREEMENT OF LEASE ("Lease") is made this 20th day of August, 1999, by and between MASONS MILL PARTNERS, L.P., a Pennsylvania limited partnership ("Landlord") and IMMUNICON CORPORATION, a Pennsylvania corporation ("Tenant").
SIXTH AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • June 21st, 2005 • Immunicon Corp • Laboratory analytical instruments
THIS SIXTH AMENDMENT TO AGREEMENT OF LEASE (this “Amendment”) is made on this 28 day of July, 2004, by and between MASONS MILL PARTNERS, L.P., a Pennsylvania limited partnership (“Landlord”), and IMMUNICON CORPORATION, a Delaware corporation (“Tenant”).
January 27, 2005 Ed Erickson, Chairman and CEO Immunicon Corporation Huntingdon Valley, PA 19006-3574Development, License and Supply Agreement • February 4th, 2005 • Immunicon Corp • Laboratory analytical instruments
Subject: Development, License and Supply Agreement between Immunicon Corporation and Ortho-Clinical Diagnostics, Inc. dated August 17, 2000 and modified on November 10, 2003 and further modified on January 27, 2005.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 8th, 2003 • Immunicon Corp • Pennsylvania
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement") made as of April 28, 2003, by and between SILICON VALLEY BANK, a California-chartered bank ("Bank") with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 5 Radnor Corporate Center, Suite 555, 100 Matsonford Road, Radnor, Pennsylvania 19187 and IMMUNICON CORPORATION, a Delaware corporation whose address is 3401 Masons Mill Road, Suite 100, Huntingdon Valley, Pennsylvania 19006 (the "Company"); IMMUNIVEST CORPORATION, a Delaware corporation, IMMC HOLDINGS, INC., a Delaware corporation and IMMUNICON EUROPE, INC., a Delaware corporation whose addresses are 1209 Orange Street, Wilmington, Delaware 19801 (each a "Borrower" and collectively, the "Borrowers").
FORM OF FIRST AMENDMENT TO WARRANT TO PURCHASE STOCKWarrant Amendment • December 8th, 2003 • Immunicon Corp
THIS FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK (this "Agreement") is dated as of April 28, 2003, by IMMUNICON CORPORATION, a Delaware corporation (the "Company"), in favor of SILICON VALLEY BANK ("Holder").
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 20th, 2005 • Immunicon Corp • Laboratory analytical instruments
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 14th day of October, 2005, by and between Silicon Valley Bank (“Bank”) and IMMUNICON CORPORATION, a Delaware corporation whose address is 3401 Masons Mill Road, Suite 100, Huntingdon Valley, Pennsylvania 19006 (the “Company”); IMMUNIVEST CORPORATION, a Delaware corporation, IMMC HOLDINGS, INC., a Delaware corporation and IMMUNICON EUROPE, INC., a Delaware corporation whose addresses are 1209 Orange Street, Wilmington, Delaware 19801, and any Persons who are now or hereafter made parties to the Loan Agreement (as hereinafter defined) (each a “Borrower” and collectively, “Borrowers”).
INVESTMENT AGREEMENT KREATECH HOLDING B.V.Investment Agreement • August 9th, 2007 • Immunicon Corp • Laboratory analytical instruments
ADDENDUM to Technology Development Agreement and License AgreementTechnology Development Agreement and License Agreement • August 11th, 2004 • Immunicon Corp • Laboratory analytical instruments
Technology Foundation STW, having its office at Utrecht, Van Vollenhovenlaan 661 (3527 JP) The Netherlands, hereinafter referred to as “STW”, legally represented by Dr. J.W. Maas, acting in its own name and;
December 29, 2005 Mr. Byron D. HewettSeverance Agreement • January 4th, 2006 • Immunicon Corp • Laboratory analytical instruments
December 20, 2005Development, License and Supply Agreement • January 4th, 2006 • Immunicon Corp • Laboratory analytical instruments
Subject: Development, License and Supply Agreement between Immunicon Corporation and Ortho-Clinical Diagnostics, Inc. dated August 17, 2000 as modified.
Immunicon Corp. (CRO) AND Igeneon Krebs-Immuntherapie Forschungs— und Entwicklungs-AG (Sponsor) Master Services AgreementMaster Services Agreement • December 8th, 2003 • Immunicon Corp • Wien
