IMMUCELL CORPORATION

CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors of the Company has adopted the following Code of Business Conduct and Ethics for directors, officers and employees of the Company. This Code is intended to focus each director, officer and employee on areas of ethical risk, provide guidance to such persons to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability. Each director, officer and employee must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for directors, officers and employees. Each director, officer and employee is encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of their superior or any member of the Sarbanes-Oxley Committee or to the Audit Committee, who may consult with outside legal counsel, as appropriate. The Sarbanes-Oxley Committee is comprised of employees representating each functional department of the Company. The Audit Committee members are listed in the Companys annual Proxy Statement. Please consult with the President or any member of the Audit Committee for a current listing of the members of these committees.

General Employee Conduct

The Company and its employees must, at all times, comply with all applicable laws and regulations, including the Sarbanes-Oxley Act of 2002. The Company will not condone the activities of employees who achieve results through violation of the law or unethical business dealings. This includes any payments for illegal acts, indirect contributions, rebates, and bribery. The Company does not permit any activity that fails to stand the closest possible public scrutiny. All business conduct should be well above the minimum standards required by law. Accordingly, employees must ensure that their actions cannot be interpreted as being, in any way, in contravention of the laws and regulations governing the Companys operations. Employees uncertain about the application or interpretation of any legal requirements should refer the matter to their superior or any member of the Sarbanes-Oxley Committee or the Audit Committee, who may consult with outside legal counsel, as appropriate.

Such legal compliance shall include, without limitation, compliance with insider trading prohibitions governing trading in the Companys publicly traded securities. Generally, directors, officers and employees who have access to or knowledge of confidential information from or about the Company are not permitted to buy, sell or otherwise trade in the Companys securities, whether or not they are using or relying upon that information. This restriction extends to sharing or tipping others about such information. Please consult with the Companys written policy on insider trading for more details.

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