IMMUCELL CORPORATION

INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made and entered between ImmuCell Corporation, a Delaware corporation (the Corporation, which term shall include any one or more of its subsidiaries where appropriate), and the above-named director (Indemnitee), and shall be effective from and after the Effective Date set forth above.

WHEREAS, the Board of Directors of the Corporation (the Board) has determined that it is reasonable and prudent for the Corporation contractually to obligate itself to indemnify its directors to the fullest extent permitted by applicable law so that directors will be able to make business judgments, and otherwise serve the Corporation, free from undue concern that they may be called upon to bear personally the risk and expense of claims by those who seek to challenge actions taken in good faith by directors;

WHEREAS, the shareholders in 1989 voted to approve and ratify a form of indemnification agreement substantially similar to this Agreement, which prior form authorized the Corporation to amend the agreement from time to time to reflect changes in Delaware law or for other reasons;

WHEREAS, pursuant to such prior authority, this Agreement is intended to update and replace the prior form of indemnification agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein and Indemnitees continued service as a member of the Board, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Corporation and Indemnitee do hereby covenant and agree as follows:

1. Services by Indemnitee.  This Agreement shall not impose any obligation on the Indemnitee or the Corporation to continue the Indemnitees position with the Corporation beyond any period otherwise applicable.

2. General.  The Corporation shall indemnify, and shall advance Expenses (as hereinafter defined) to, Indemnitee as provided in this Agreement to the fullest extent permitted by law.

3. Proceedings Other Than Proceedings by or in the Right of the Corporation.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses, judgments, fines and amounts paid in settlement actually and reasonable incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonable believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

4. Proceedings by or in the Right of the Corporation.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation.

Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation if such indemnification is not permitted by Delaware or other applicable law; provided, however, that indemnification against Expenses shall nevertheless be made by the Corporation in such event to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall deem proper.

5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter for purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal or withdrawal with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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