WARRANT TO PURCHASE 31,250 SHARES OF COMMON STOCK April 28, 2003Immunicon Corp • December 8th, 2003 • 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.
AMENDMENT TO DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • December 8th, 2003 • Immunicon Corp • 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 CORPORATIONA Sponsored Research Agreement • December 8th, 2003 • Immunicon Corp
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.
QuickLinks -- Click here to rapidly navigate through this documentImmunicon Corp • December 8th, 2003
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 • December 8th, 2003 • Immunicon Corp • 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 • December 8th, 2003 • Immunicon Corp • 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).
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 TERMImmunicon Corp • December 8th, 2003
THIS CONFIRMATION OF LEASE TERM is made this 17th day of November, 2000, between MASONS MILL PARTNERS, L.P. ("Landlord") and IMMUNICON CORPORATION ("Tenant")
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 documentImmunicon Corp • December 8th, 2003
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 documentImmunicon Corp • December 8th, 2003
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 LEASEImmunicon Corp • December 8th, 2003 • 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").
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 STOCKPurchase Stock • 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").
Immunicon Corp. (CRO) AND Igeneon Krebs-Immuntherapie Forschungs— und Entwicklungs-AG (Sponsor) Master Services AgreementMaster Services Agreement • December 8th, 2003 • Immunicon Corp • Wien
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 8th, 2003 • Immunicon Corp • Delaware
THIS LOAN AND SECURITY AGREEMENT dated April 30, 2002, between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and having a loan production office at 5 Radnor Corp. Center, 100 Matsonford Drive, Suite 555, Radnor, Pennsylvania, 19087 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") provides the terms on which Bank will lend to Borrowers and Borrowers will repay Bank. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRights Agreement • December 8th, 2003 • Immunicon Corp • Connecticut
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of April 28, 2003, by and between General Electric Capital Corporation ("Purchaser") and Immunicon Corporation, a Delaware corporation (the "Company").
TECHNOLOGY DEVELOPMENT AGREEMENT BY AND BETWEEN TWENTE UNIVERSITY AND IMMUNICON CORPORATIONTechnology Development Agreement • December 8th, 2003 • Immunicon Corp • Pennsylvania
This Technology Development Agreement is made as of this first day of April 1997 by and between University of Twente, with its seat at Enschede, P.O. Box 217, 7500 AE. The Netherlands [fax number] (the "Institution") and Immunicon Corporation, a Delaware corporation having offices at 1310 Masons Mill Road, Huntingdon Valley, Pennsylvania 19006 (215) 938 0437fax ("Immunicon").
QuickLinks -- Click here to rapidly navigate through this documentImmunicon Corp • December 8th, 2003 • Pennsylvania
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
QuickLinks -- Click here to rapidly navigate through this documentImmunicon Corp • December 8th, 2003 • New York
Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406.
QuickLinks -- Click here to rapidly navigate through this documentImmunicon Corp • December 8th, 2003 • Pennsylvania
THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE REGULATION OF ANY STATE AND ARE NOT TRANSFERABLE EXCEPT UPON THE CONDITIONS SPECIFIED HEREIN.
QuickLinks -- Click here to rapidly navigate through this documentImmunicon Corp • December 8th, 2003
This letter agreement will serve as an amendment and modification of the terms and conditions of your employment, including your employment letter of September 27, 1994, by Immunicon Corporation ("Immunicon"), and is effective March 20, 2003.
LICENSE AGREEMENT by and between TWENTE UNIVERSITY AND IMMUNIVEST CORPORATIONLicense Agreement • December 8th, 2003 • Immunicon Corp • Pennsylvania
QuickLinks -- Click here to rapidly navigate through this documentImmunicon Corp • December 8th, 2003 • Pennsylvania
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN CONDITIONS SPECIFIED HEREIN AND IN THE WARRANT ISSUANCE AGREEMENT, DATED AS OF THE DATE HEREOF, BETWEEN IMMUNICON CORPORATION (THE "COMPANY") AND THE INITIAL HOLDER HEREOF. NO TRANSFER OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH WARRANT ISSUANCE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR (II) THE
IMMUNICON CORPORATION 3401 Masons Mill Road Suite 100 HUNTINGDON VALLEY, PA 19006 CONSULTING AGREEMENTConsulting Agreement • December 8th, 2003 • Immunicon Corp • Pennsylvania
THIS CONSULTING AGREEMENT is made this 10th day of January, 2000, effective between IMMUNICON CORPORATION ("Immunicon"), a Pennsylvania Corporation, and Paul A. Liberti, Ph.D., ("Consultant").
FIFTH AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • December 8th, 2003 • Immunicon Corp
THIS FIFTH AMENDMENT TO AGREEMENT OF LEASE (this "Amendment") is made on this 25 day of September, 2003, by and between MASONS MILL PARTNERS, L.P., a Pennsylvania limited partnership ("Landlord"), and IMMUNICON CORPORATION, a Delaware corporation ("Tenant").
QuickLinks -- Click here to rapidly navigate through this documentImmunicon Corp • December 8th, 2003 • Pennsylvania
THIS WARRANT (AND THE COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE REGULATION OF ANY STATE AND ARE NOT TRANSFERABLE EXCEPT UPON THE CONDITIONS SPECIFIED HEREIN.
AMENDMENTImmunicon Corp • December 8th, 2003
THIS AMENDMENT is made as of the 15th day of April 2003, between General Electric Capital Corporation ("Secured Party") and Immunicon Corporation ("Debtor") in connection with that certain Master Security Agreement, dated as of April 15, 2003 ("Agreement"). The terms of this Amendment are hereby incorporated into the Agreement as though fully set forth therein. Section references below refer to the section numbers of the Agreement. The Agreement is hereby amended as follows:
SECOND AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • December 8th, 2003 • Immunicon Corp
THIS SECOND AMENDMENT TO AGREEMENT OF LEASE (this "Amendment") is made on this 19th day of September 2000, by and between MASONS MILL PARTNERS, L.P., a Pennsylvania limited partnership ("Landlord"), and IMMUNICON CORPORATION, a Pennsylvania corporation ("Tenant").
FORM OF NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • December 8th, 2003 • Immunicon Corp
In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith by and among Borrower, certain other "Borrowers" named therein and Bank, Borrower agrees as follows:
FOURTH AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • December 8th, 2003 • Immunicon Corp
THIS FOURTH AMENDMENT TO AGREEMENT OF LEASE (this "Amendment") is made on this 13 day of September, 2002, by and between MASONS MILL PARTNERS, L.P., a Pennsylvania limited partnership ("Landlord"), and IMMUNICON CORPORATION, a Delaware corporation ("Tenant").
