EXCLUSIVE LICENSE AGREEMENT
BETWEEN UNIVERSITY OF TEXAS SYSTEM
AND
IMMUNICON CORPORATION

        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.

RECITALS

        A.    IMMUNICON independently developed certain rights in biospecific ferrofluid technology, magnetic separation technology, cell labeling technology, cell analysis platforms and certain other reagents for the separation, isolation, enrichment and detection of rare cells;

        B.    UT SOUTHWESTERN independently developed certain rights in antibodies and other biomaterials useful in identifying and characterizing specific cell types of epithelial origin;

        C.    BOARD and IMMUNICON entered into a COLLABORATIVE RESEARCH AGREEMENT dated July 8, 1997, directed to development of products relating to immunodetection of circulating tumor cells and utilizing pre-existing rights of BOARD and IMMUNICON;

        D.    BOARD and IMMUNICON jointly own certain PATENT RIGHTS and TECHNOLOGY RIGHTS related to LICENSED SUBJECT MATTER, which were developed at The University of Texas Southwestern Medical Center at Dallas (UT SOUTHWESTERN), located at 5323 Harry Hines Boulevard, Dallas, Texas 75235, a component institution of SYSTEM under the COLLABORATIVE RESEARCH AGREEMENT;

        E.    BOARD desires to have the LICENSED SUBJECT MATTER developed and used for the benefit of IMMUNICON, UT INVENTORS, BOARD, and the public as outlined in BOARD'S Intellectual Property Policy;

        F.     IMMUNICON wishes to obtain a license from BOARD to practice LICENSED SUBJECT MATTER; and

        G.    IMMUNICON intends to sponsor research relating to LICENSED SUBJECT MATTER at UT SOUTHWESTERN to further develop LICENSED SUBJECT MATTER and identify related technologies and has agreed to execute an appropriate sponsored research agreement (SPONSORED RESEARCH AGREEMENT) in the form attached hereto as Exhibit "A" concurrently with the execution of this AGREEMENT.

        NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties agree as follows:

I. EFFECTIVE DATE

        This AGREEMENT is effective June 1, 1999 (EFFECTIVE DATE).

1

II. DEFINITIONS

        As used in this AGREEMENT, the following terms have the meanings indicated:

        2.1   AFFILIATE means any business entity more than 50% owned by IMMUNICON, any business entity which owns more than 50% of IMMUNICON, any business entity that is more than 50% owned by a business entity that owns more than 50% of IMMUNICON, or any business entity where IMMUNICON has effective management control, as defined by Generally Accepted Accounting Principles.

        2.2   UT INVENTORS (or singly, UT INVENTOR) means Jonathan Uhr, M.D., Professor, UT SOUTHWESTERN, and Emilian Racila, Ph.D., Assistant Instructor, UT SOUTHWESTERN.

        2.3   LICENSED FIELD means isolation, enrichment and characterization of circulating epithelial cells, and determination of their relationship to cancer disease states.

        2.4   LICENSED PRODUCT means any product SOLD by IMMUNICON comprising LICENSED SUBJECT MATTER pursuant to this AGREEMENT.

        2.5   LICENSED SUBJECT MATTER means inventions and discoveries covered by PATENT RIGHTS or TECHNOLOGY RIGHTS within LICENSED FIELD.

        2.6   LICENSED TERRITORY means the world.

        2.7   NET SALES means the gross revenues received by IMMUNICON from the SALE of LICENSED PRODUCTS less sales and/or use taxes actually paid, import and/or export duties actually paid, outbound transportation prepaid or allowed, amounts allowed or credited due to returns (not to exceed the original billing or invoice amount), and amortization of instrumentation cost included in the cost of reagents and other consumable products under reagent rental contracts, the latter in no circumstance to exceed [**]% of the total cost of any such reagent rental contract.

        2.8   PATENT RIGHTS means BOARD'S rights in information or discoveries (i) covered by patents and/or patent applications set forth in Exhibit "B", and any and all divisions, continuations, continuations-in-part, reissues, reexaminations or extensions thereof, and any and all foreign counterparts of any such patent applications, and any and all patents which may issue from any such patent applications worldwide, and (ii) arising from activities sponsored by IMMUNICON under the SPONSORED RESEARCH AGREEMENT attached hereto as Exhibit "A".

        2.9   SELL, SALE or SOLD means the transfer or disposition of a LICENSED PRODUCT for value to a party other than IMMUNICON or an AFFILIATE.

        2.10 TECHNOLOGY RIGHTS means BOARD'S rights in technical information, know-how, processes, procedures, compositions, devices, methods, formulas, protocols, techniques, software, designs, drawings or data created by UT INVENTORS at UT SOUTHWESTERN before the EFFECTIVE DATE relating to LICENSED PRODUCTS or IDENTIFIED PRODUCTS which are not covered by PATENT RIGHTS but which are necessary for practicing the invention covered by PATENT RIGHTS (i) prior to the valid term of the SPONSORED RESEARCH AGREEMENT and not obligated to any third party, or (ii) during the valid term of the SPONSORED RESEARCH AGREEMENT.

III. WARRANTY: SUPERIOR-RIGHTS

        3.1   Except for the rights, if any, of the Government of the United States, as set forth below, BOARD represents and warrants its belief that (i) it is the owner of its right, title, and interest in and to LICENSED SUBJECT MATTER, (ii) it has the right to grant licenses thereunder, and (iii) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted to IMMUNICON except as stated herein.

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