LICENSE AGREEMENT

by and between

TWENTE UNIVERSITY

AND

IMMUNIVEST CORPORATION

TABLE OF CONTENTS

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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.

LICENSE AGREEMENT

        This License Agreement is made this first day of April 1997 (the "Effective Date"), by and between University of Twente, with its seat at Enschede, P.O. Box 217, 7500 AE. The Netherlands (the "Institution") and Immunivest Corporation, a Delaware corporation having offices at Suite 1300, 1105 North Market Street, P.O. Box 8985, Wilmington, Delaware 19899-8985 ("Immunivest").

        WHEREAS, Mr. Clemens Pouw is the authorized legal representative of the Institution and Dr. Leon Terstappen is the authorized legal representative of Immunivest;

        WHEREAS, Dr. Jan Greve is a member of the faculty or staff at the Institution and has agreed to serve as Principal Investigator for the Research;

        WHEREAS, the Institution and Immunicon Corporation, the parent of Immunivest, have entered into a Technology Development Agreement of even date herewith providing for sponsored research, through the Principal Investigator, in the field of applied optics with special reference to the cytodisk technology described on Appendix ACytodisk Technology, and wishes to enter into a licensing agreement covering certain technology presently possessed by the Institution and developed during the course of the Research;

        NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, the Institution and Immunivest (collectively, the "parties") agree as follows:

ARTICLE 1DEFINITIONS

        As used herein, the following terms shall have the following meanings:

        1.1   "Affiliate" shall mean any corporation or business entity which is controlled by, controls, or is under common control with a party. For this purpose, the meaning of the word "control" shall include, without limitation, direct or indirect ownership of more than fifty percent (50%) of the voting shares or voting interest of such corporation or business entity, so long as such party has the right to direct the management of the business and operations of such corporation or business entity.

        1.2   "Agreement Term" shall mean the term of this Agreement beginning on the effective date hereof and continuing for a period of the greater of (i) the expiration date of the last to expire of any Patents licensed hereunder, or (ii) ten years after the date hereof, unless terminated sooner pursuant to Article 6 hereof.

        1.3   "Cytodisk Technology" shall have the meaning described in Appendix A.

        1.4   "Effective Date" shall mean April 1, 1997.

        1.5   "Field" shall have the meaning described in Appendix BField.

        1.6   "Immunicon" shall mean Immunicon Corporation and its Affiliates.

        1.7   "Immunicon Invention" shall mean any Invention conceived, created, made, and reduced to practice by Immunicon alone or, as to an Invention relating to Immunicon Technology, any Invention made by Immunicon, by Institution, or jointly by them.

        1.8   "Immunicon Technology" shall mean all Technology currently in the possession of Immunicon or conceived, developed or reduced to practice hereafter by Twente or Immunicon relating to selection of biological materials and their alignment on a surface.

        1.9   "Institution Invention" shall mean any Invention conceived, created, made, and reduced to practice by the Principal Investigator alone or with other Institution participants during the Research Program or withing six months of the termination thereof, but shall not include any Invention relating to Immunicon Technology.

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        1.10 "Institution Technology" shall mean all Cytodisk Technology in the possession of the Laboratory of the Principal Investigator on the Effective Date, or in the possession of the Laboratories of any Investigator on the date on which such Investigator is appointed as such.

        1.11 "Invention" shall mean any invention, development, improvement, method, software, work of authorship, or technology, whether or not patentable, conceived, created, made, or reduced to practice in the course of the conduct of the Research Program or, by Institution, within six month of the termination thereof.

        1.12 "Investigator" shall mean each member of the faculty, employee or researcher of the Institution employed in the Research.

        1.13 "Joint Inventions" shall mean all Inventions conceived, developed or reduced to practice in the Research Program (or by Institution within six months of the termination thereof) with the participation of the Principal Investigator or other Investigators and the Immunicon Investigator or other Immunicon participants whether or not any such participant would be deemed an inventor for the purposes of any applicable patent law but shall not include conceptions, developments or reductions to practice in the area of Immunicon Technology.

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