10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

001-12934

(Commission file number)

IMMUCELL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	01-0382980
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
56 Evergreen Drive, Portland, Maine	04103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number:  (207) 878-2770

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.10 per share

(Title of class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ¨    No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨    No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.    Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨    No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates at June 30, 2008 was approximately $7,745,571, based on the closing sales price on June 30, 2008 of $3.47 per share.

The number of shares outstanding of the Registrant’s common stock outstanding at March 20, 2009 was 2,970,652.

Documents incorporated by reference: Portions of the Registrant’s definitive Proxy Statement to be filed in connection with the 2009 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

TABLE OF CONTENTS

PART I
ITEM 1.	Description of Business.	1
ITEM 2.	Description of Property.	15
ITEM 3.	Legal Proceedings.	15
ITEM 4.	Submission of Matters to a Vote of Security Holders.	15
PART II
ITEM 5.	Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.	16
ITEM 6.	Selected Financial Data.	16
ITEM 7.	Management’s Discussion and Analysis or Plan of Operation.	16
ITEM 8.	Financial Statements.	25
ITEM 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	25
ITEM 9A(T).	Controls and Procedures.	26
ITEM 9B.	Other Information.	26
PART III
ITEM 10.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.	27
ITEM 11.	Executive Compensation.	27
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	27
ITEM 13.	Certain Relationships and Related Transactions.	27
ITEM 14.	Principal Accountant Fees and Services.	27
ITEM 15.	Exhibits	27

PART I

ITEM 1 – DESCRIPTION OF BUSINESS

Summary

ImmuCell Corporation was founded in 1982 and completed an initial public offering of common stock in 1987. We are an animal health biotechnology company serving veterinarians and producers in the dairy and beef industries with innovative and proprietary products that improve animal health and productivity. After achieving approval from the U.S. Department of Agriculture (USDA) to sell First Defense^® in 1991, we focused most of our efforts in the 1990’s developing human product applications of the underlying milk antibody technology. Beginning in 1999, we re-focused on First Defense^® and other products for the dairy industry.

With our shift in focus, we were able to record net income for each of the nine years in the period ended December 31, 2007. We feel that our approach to conservative financial management has put us in a position to be able to weather a significant financial downturn like the one we are now experiencing, while at the same time allowing us to continue paying for the Mast Out^® product development expenses that were previously funded by a former licensee. We have been operating without debt since 2002, and we have not had to dilute our shareholders by raising equity to fund our operations. This approach, together with the divestiture of certain non-core assets, has funded our operations and improved our financial position, as demonstrated in the following table:

	As of December 31,				Increase
	1998		2008		$		%
	(In thousands, except for percentages)
Cash, cash equivalents and short-term investments	$	1,539	$	5,054	$	3,515	228	%
Net working capital		1,866		6,245		4,379	235	%
Total assets		3,145		10,128		6,983	222	%
Stockholders’ equity	$	2,248	$	9,644	$	7,396	329	%

This growth has been accomplished with only limited dilution to shareholders. We had approximately 2,429,000 shares of common stock outstanding as of December 31, 1998 in comparison to 2,895,000 as of December 31, 2008. There were approximately 480,000 and 416,000 shares of common stock reserved for issuance under stock options that were outstanding as of December 31, 1998 and 2008, respectively. During the ten years in the period ended December 31, 2008, we invested the aggregate of $11,641,000 in product development expenses.

Over the past three years, we have initiated efforts to become compliant with current Good Manufacturing Practice (cGMP) regulations in our manufacturing operations. Compliance with cGMP regulations will require a sustained investment. We believe that cGMP standards will further increase product quality and compliance with current regulations applicable to certain of our products and may open access to foreign markets where such standards are imposed. At the same time, we are investigating ways to develop new products utilizing our First Defense^® and Nisin technologies.

In 2000, we began the development of Mast Out^®, our Nisin-based treatment for mastitis in lactating dairy cows. This product opportunity was licensed to Pfizer Animal Health, a division of Pfizer, Inc., from December 2004 to July 2007. During that time, Pfizer made significant advances in developing data required for product registration in the areas of effectiveness, manufacturing and pharmacokinetics. Although in 2007 Pfizer elected to discontinue its commercialization efforts for this product, we believe that the sales potential for Mast Out^® justifies the costs of further development of the product. Therefore, we decided to pursue this work on our own and expect to complete the pivotal effectiveness study required for FDA approval during the first half of 2009. Upon completion of the treatment phase, it will take approximately two to three months to close out all

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clinical sites, perform statistical analysis of the data and discuss the results with the FDA before a public announcement of the study results can be made. Our increase in product development expenses resulted in a net loss in 2008. Continued development of Mast Out^® will likely result in a net loss in 2009 as well. However, we believe that our current balance of cash and short-term investments is more than sufficient to fund our projected loss.

Animal Health Products for the Dairy and Beef Industries

Our lead product, First Defense^®, which was approved by the USDA in 1991, is manufactured from cows’ colostrum using our proprietary vaccine and milk protein purification technologies. The target disease, “calf scours”, causes diarrhea and dehydration in newborn calves and often leads to serious sickness and even death. First Defense^® is the only USDA-licensed, orally delivered scours preventive product on the market for calves with claims against E. coli K99 and coronavirus (two leading causes of scours). Harsh winter weather and severe temperature fluctuations cause stress to calves, and calves under stress are more susceptible to scours. Sales of our product into the beef industry are highly seasonal because most beef calves are born between January and April each year. During the first quarter of 2008, we sold our 8,000,000^th dose of First Defense^®. We are a leader in the scours prevention market with this product.

First Defense^® provides bovine antibodies that newborn calves need but are unable to produce on their own. Due to natural variability in colostrum, newborn calves do not always get the antibodies they need from maternal colostrum. Newborn calves respond poorly, if at all, to vaccines, and the immune system must be given time to develop a response to vaccines. First Defense^® provides immediate preformed immunity when calves need it most – during the first few critical days of life. A single dose of First Defense^® provides a guaranteed level of protection proven to reduce mortality and morbidity from two major causes of scours. Studies have shown that calves that scour are more susceptible to other diseases and under-perform calves that do not contract scours. First Defense^® is convenient. A calf needs to receive only one bolus of First Defense^® within the first twelve hours after birth. The product is stored at room temperature and no mixing is required before it is given to the calf. There is no required slaughter withdrawal period for calves that are given First Defense^®.

We also sell three products designed to aid in the management of mastitis (inflammation of the mammary gland) caused by bacterial infections. Mastitis is estimated to cost U.S. dairy producers approximately $1.7 to $2 billion dollars per year. These losses include the cost of treatment products, reduced milk production, discarded milk and lost cows.

In 1999, we acquired Wipe Out^® Dairy Wipes, which is our second leading source of product sales, from Nutrition 21, Inc. That transaction included the purchase of certain equipment, trademarks and a license of intellectual property, including several issued patents, covering the product and rights to develop skin and environmental sanitizing applications of the Nisin technology. Wipe Out^® Dairy Wipes consist of pre-moistened, biodegradable towelettes that are impregnated with Nisin to prepare the teat area of a cow in advance of milking. Nisin is an antibacterial peptide that has been demonstrated in clinical studies to be an effective aid in the reduction of mastitis-causing organisms in dairy cows. Milking regulations require that the teat area of cows be prepared for each milking. Some dairy producers wash their cows as they approach the milking parlor. Other producers use a variety of methods including dips and paper or cloth towels. Our wipes are made from a non-woven fabric that is strong enough to allow for a vigorous cleaning but still biodegradable for disposal. The wiping process can also help promote milk letdown. Wipe Out^® Dairy Wipes are manufactured in compliance with cGMP regulations, as required by federal law.

In 2001, we began to offer our own, internally developed California Mastitis Test (“CMT”). CMT can be used for bulk tank as well as individual cow sample monitoring and can be used to determine which quarter of the udder is mastitic. This test can be performed at cow-side for early detection of mastitis. CMT products are also made by other manufacturers and are readily available to the dairy producer. The wholesale price of our product is generally lower than the competitive products that were present in the market when we initiated commercial sales.

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In 2000, we acquired MASTiK^®, Mastitis Antibiotic Susceptibility Test Kit from an entrepreneurial veterinarian. Once mastitis is detected, there are different treatment options. MASTiK^® helps veterinarians and producers quickly select the antibiotic most likely to be effective in the treatment of individual cases of mastitis. MASTiK^® can usually help make the treatment selection in less than one day, which is faster than other commonly used antibiotic susceptibility tests. Typically, producers will treat mastitis with whatever antibiotics they have on hand while they send samples to a laboratory and wait several days for susceptibility test results to arrive. MASTiK^® allows producers to begin treatment sooner with an antibiotic that is more likely to be effective.

In 1987, we obtained approval from the USDA to sell rjt^™ (Rapid Johne’s Test). This test can rapidly identify cattle with symptomatic Johne’s Disease in a herd with 100% specificity and greater than 85% sensitivity. Before sales can be initiated in any state, our USDA approval is subject to the further approval of each state veterinarian.

Product Development

In 1999, we shifted the primary focus of our product development efforts from applications of our milk antibody technology for humans to products for the dairy and beef industries. This strategy was maintained through 2008 and is expected to continue. We spent approximately $966,000, $1,579,000 and $1,746,000 on product development activities during the years ended December 31, 2006, 2007 and 2008, respectively. These expenses included approximately $220,000 and $439,000 in non-cash amortization expenses during the years ended December 31, 2006 and 2007.

In April 2000, we acquired an exclusive license from Nutrition 21, Inc. to develop and market Nisin-based products for animal health applications, which allowed us to initiate the development of Mast Out^®. In November 2004, we paid Nutrition 21 approximately $965,000 to buy out this royalty and milestone-based license to Nisin, thereby acquiring control of the animal health applications of Nisin. Nisin, the same active ingredient contained in Wipe Out^® Dairy Wipes, is an antibacterial peptide that is commonly used as a preservative in dairy food products. Nisin is known to have activity against most gram positive and some gram negative bacteria. Mast Out^®, an intramammary infusion product containing Nisin, is being developed as an alternative to traditional antibiotics used in the treatment of mastitis in lactating dairy cows. The use of antibiotics in food-producing animals may be a contributing factor to the rising human public health problem of bacterial drug resistance. Mast Out^® could potentially reduce the use of traditional antibiotics in the treatment of mastitis.

Traditional antibiotic products currently on the market for use in the treatment of mastitis are sold subject to a requirement to discard milk from treated cows during the course of and for a period following antibiotic treatment (the milk discard requirement). Currently, mastitis treatment is generally limited to only clinical cases – those cases where cows are producing abnormal milk – since that milk already is unsuitable for commercial sale. Because milk from cows with subclinical mastitis (those with infected udders, but still producing normal milk) can be sold, dairy producers generally do not treat subclinical mastitis – as doing so would give rise to the milk discard requirement. The safety profile of Nisin and its long history as a food preservative may allow for the use of Mast Out^® in the U.S. without a milk discard requirement, which would be a significant competitive advantage. We are not aware of any other intramammary mastitis treatment product that has such a “zero discard” claim. Without the milk discard requirement, we believe Mast Out^® could expand the subclinical mastitis treatment market niche. Regulations in the European Union will likely require that Mast Out^® be sold subject to a milk discard requirement in that territory.

In January 2004, we achieved positive results from an experimental field trial of Mast Out^® in 139 cows with subclinical mastitis. The placebo-controlled, blinded, multi-farm study was conducted in collaboration with researchers at Cornell University. Mast Out^® demonstrated a statistically significant overall cure rate in two separate dosage groups as compared to the placebo group. The currently proposed treatment regimen (three doses

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at three consecutive milkings) demonstrated a 58% efficacy rate in eliminating infection in lactating cows with culture-confirmed mastitis (compared to a placebo cure rate of 10%). This efficacy rate represents a blended average of results from cows with mastitis caused by several different pathogens. For example, Mast Out^® achieved a statistically significant 100% efficacy rate in Streptococcus agalactiae cases (compared to a placebo cure rate of 25%), where antibiotics are commonly used effectively, and a statistically significant 28% efficacy rate in Staphylococcus aureus cases (compared to a placebo cure rate of 0%), where antibiotics are often not effective.

In December 2004, we entered into a product development and marketing agreement with Pfizer Animal Health, a division of Pfizer, Inc. covering Mast Out^®. In July 2007, we received notice from Pfizer that it had elected to terminate the product development and marketing agreement. Since then, Pfizer has returned to us all rights, data, information, files, regulatory filings, materials and stocks of Nisin and Nisin producing cultures relating to the development of Mast Out^®. Under that agreement (as amended and supplemented), we received $2,375,000 in payments from Pfizer. During 2005, Pfizer completed a study further supporting the effectiveness of Mast Out^® in cows with subclinical mastitis. During 2006, Pfizer made significant progress developing data required for product registration in the areas of effectiveness, manufacturing and pharmacokinetics.

We do not believe that Pfizer’s decision to terminate the product development and marketing agreement was based on any unanticipated efficacy or regulatory issues. Rather, we believe Pfizer’s decision was primarily market driven, largely relating to concerns that the use of Mast Out^® may require specific treatment restrictions at the herd level, when used to treat subclinical mastitis with no milk discard. Due to its antibacterial nature, Nisin in bulk tank milk could interfere with the manufacture of certain (but not all) cultured milk products, such as some kinds of cheese and yogurt, if a high enough percentage of animals from a herd is treated at any one time. We believe that this risk can be eliminated by following a herd-level treatment guideline, currently estimated at approximately 2% of the herd on Mast Out^® treatment in any given week. This guideline would require the subclinically mastitic cows in a herd to be treated over a period of weeks rather than all at once, in order to ensure that Nisin levels in bulk tank milk remain below levels that could affect the susceptible starter cultures. Milk that is sold exclusively for fluid milk products would not be subject to this restriction. We believe that the benefits of using Mast Out^® would outweigh the management costs associated with implementing this treatment guideline. Over time and with market acceptance of Mast Out^®, Nisin-resistant starter cultures could be developed using starter development and improvement programs that are common in the cheese industry for development of desirable culture characteristics such as phage-resistance and flavor development. These activities could result in relaxation or elimination of the herd-level treatment guidance. Our decision to continue product development efforts reflects our belief that Mast Out^® is approvable by the FDA without a milk discard requirement for sale in the U.S. We believe that such a product has significant sales potential in the U.S. dairy market.

In July 2007, we began preparations for the pivotal effectiveness study required for FDA approval of Mast Out^®. Such preparations included the production of registration batches of drug product to fulfill the pivotal regulatory requirements of effectiveness, target animal safety, and stability at no less than 10% of the scale anticipated for commercial manufacture. In June 2008, we initiated the pivotal effectiveness study. We are working with more than a dozen investigators across the U.S. to complete this study. As of March 2009, we had enrolled approximately 67% of the qualified cases required to reach our targeted study size. It has taken longer than we first estimated to achieve the enrollment of the total number of cases meeting our clinical requirements, but we believe the extra time invested at this stage will provide us with more robust results. We expect to complete this study during the first half of 2009. Upon completion of the treatment phase, it will take approximately two to three months to close out all clinical sites, perform statistical analysis of the data and discuss the results with the FDA before a public announcement of study results can be made.

Commercial introduction of Mast Out^® in the United States is subject to approval of our New Animal Drug Application (NADA) by the U.S. Food and Drug Administration (FDA), Center for Veterinary Medicine, which approval cannot be assured. Foreign regulatory approvals would be required for sales in key markets

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outside of the United States and would involve some similar and some different requirements. While positive results from a pivotal effectiveness study are necessary to support continued development of Mast Out^®, the approval of several additional Technical Sections under the FDA’s phased review of a NADA is also required. Included among the additional Technical Sections required for NADA final approval are: 1) Environmental Impact, 2) Target Animal Safety, 3) Human Food Safety, 4) Chemistry, Manufacturing and Controls (CMC) and 5) several administrative requirements. During the third quarter of 2008, we received the Environmental Impact Technical Section Complete Letter from the FDA. Work required for the Target Animal Safety Technical Section has been initiated, and critical studies are planned for 2009. The Human Food Safety data will determine if a milk discard period will not be required. The Human Food Safety Technical Section includes several subsections such as residue chemistry (which is in progress), total metabolism (which is complete), effects of drug residues in food on human intestinal microbiology (which is under FDA review), effects on bacteria of human health concern or antimicrobial resistance (which is complete) and toxicology (which is complete). Toxicology studies establish an Acceptable Daily Intake (ADI) level for humans, and the toxicological ADI for Nisin supports a zero milk and meat withhold claim. The toxicology studies were similar to the studies performed by others that affirmed the Generally Regarded As Safe (GRAS) status of Nisin for use as a food preservative. All of these subsections must be completed before the Human Food Safety Technical Section Complete Letter establishing a zero milk discard or a milk withhold period can be issued by the FDA.

Before the CMC Technical Section can be completed, a commercial scale manufacturing site for the Active Pharmaceutical Ingredient (API) that is compliant with current Good Manufacturing Practice (cGMP) regulations must be identified. This site will be subject to FDA approval and inspection. As the result of work we have done with outside companies to examine manufacturing options, we have recently determined that contracting for the manufacture of the API may require investments that could potentially deplete all of our available cash. We are not prepared to take that risk at this time without a licensing partner. We do have a commercial manufacturing relationship with an FDA-approved drug product manufacturer to formulate the API into drug product, conduct sterile-fill of syringes and perform final packaging. We intend to complete all the Technical Sections pertaining to the safety, effectiveness and zero milk discard claims during 2009. Subject to achieving these critical development milestones, it is our objective to enter into an alliance with a partner that could help underwrite the commercial manufacturing costs and complete the CMC Technical Section and subsequently optimize the launch, distribution and sales of Mast Out^®.

In addition to our work on Mast Out^®, we are actively exploring further improvements, extensions or additions to our current product line. For example, we currently are investigating therapies that could prevent scours in calves caused by enteric pathogens other than E. coli K99 and bovine coronavirus (the current First Defense^® claims). In connection with that effort, during the second quarter of 2006 we obtained an option to an exclusive license from Baylor College of Medicine covering certain rotavirus vaccine technology. We anticipate converting this option into a license during the second quarter of 2009. Additionally, during the second quarter of 2007, we acquired an option to an exclusive license from Ohio State University covering certain rotavirus technology. Results from recently completed pilot studies justify conducting a pivotal effectiveness study in 2009. This study could position us for USDA approval of a product effective against scours caused by rotavirus in 2010. While we continue to pursue internally funded product development programs, we also remain interested in acquiring new products and technologies that fit with our sales focus on the dairy and beef industries. As additional opportunities arise to commercialize our own technology, or licensable technology, we may begin new development projects.

We believe that market opportunities for growth of First Defense^® sales exist in foreign territories. Regulatory authorities in some foreign territories may require that our manufacturing operations be compliant with cGMP regulations. We are working with in-country consultants in key markets to help us through the process of seeking foreign regulatory approvals. Because of import restrictions, in-country production may be required to gain regulatory approval to sell First Defense^® in Australia and New Zealand. In March 2008, we entered into a license agreement with Anadis, Ltd. (now known as Immuron) of Australia. Under this agreement, we gained access to

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relevant production technology and capabilities of Immuron in Australia. We are obligated to pay Immuron a royalty on any sales of First Defense^® manufactured in Australia in collaboration with Immuron.

Sales and Markets

The manner in which we sell and distribute our products depends, in large measure, upon the nature of the particular product, its intended users and the country in which it is sold. The distribution channel selected is intended to address the particular characteristics of the marketplace for a given product. First Defense^® is sold primarily through major veterinarian distributors. We primarily sell Wipe Out^® Dairy Wipes directly to dairy producers. MASTiK^® and CMT are sold directly to dairy producers as well as to distributors and bovine veterinarians. Sales of rjt^™ are made principally to state veterinary laboratories. Selling expenses amounted to 11%, 11% and 12% of product sales in the years ended December 31, 2006, 2007 and 2008, respectively. Our budget guideline has been to invest less than 15% of product sales in selling expenses.

First Defense^® is generally sold through large, financially strong distributors, which we believe has resulted in minimal bad debt with respect to this product. We provide for a 50% account credit on expired First Defense^® product, which has a two-year shelf life resulting in an immaterial amount of returns. Wipe Out^® Dairy Wipes are generally sold directly to dairy producers, but we have experienced only a minimal problem with uncollectible accounts receivable in connection to this product. We purchase a small amount of promotional merchandise (such as hats, shirts, jackets, pens, note pads, coffee cups and other items) that advertises our products. This merchandise is given to certain customers because we believe it enhances brand recognition. There is some general correlation between customer purchase volume and the amount of merchandise received, but not all customers receive merchandise, and there is no contractual obligation relating the distribution of this merchandise to the purchase of our products.

Foreign product sales represented approximately 15%, 21% and 16% of our total product sales for the years ended December 31, 2006, 2007 and 2008, respectively. The majority of these foreign sales were to Canada. We currently price our products in U.S. dollars. An increase in the value of the dollar in any foreign country in which we sell products may have the effect of increasing the local price of such products, thereby leading to a reduction in demand. Conversely, to the extent that the value of the dollar may decline with respect to a foreign currency, our competitive position may be enhanced.

While we continue our efforts to grow sales of First Defense^® in North America, we believe that even greater market opportunities exist in foreign territories. There are estimated to be approximately 24,000,000 dairy cows in the European Union, another 6,000,000 in Australia and New Zealand and another 900,000 in Japan, in comparison to approximately 9,000,000 in the U.S. and 1,000,000 in Canada, without considering potential sales in the beef markets. Industry practices, economic conditions and cause of disease may differ in these foreign markets from what we experience in the U.S. We introduced First Defense^® into South Korea in 2005 and Japan in 2007 through collaborations with in-country distributors.

We estimate that the U.S. market for the use of antibiotics to treat clinical mastitis in lactating cows is approximately $40,000,000 per year and that a similar market opportunity also exists outside the U.S. Because milk from cows treated with traditional antibiotics must be discarded for a period of time during and after treatment due to concerns about antibiotic residue in the milk, currently it is not common practice to treat subclinical mastitis (those cases where cows have infected udders, but still produce normal milk). The ability to treat such cases without a milk discard could dramatically change the way mastitis is managed in a herd. If Mast Out^® is approved by the FDA as the first treatment for mastitis without a milk discard requirement, we believe it could expand the market for the treatment of subclinical mastitis and could compete effectively against the traditional antibiotic products currently on the market, which are all sold subject to a milk discard. It is difficult to evaluate the potential size of an as-yet undeveloped subclinical mastitis treatment market. A market may also exist for a dry cow application of the product, which would be subject to a separate regulatory approval.

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Competition

Our competition in the animal health market includes other biotechnology companies and major animal health companies. Many of these competitors have substantially greater financial, marketing, manufacturing and human resources and more extensive product development capabilities than we do. Many are capable of developing technologies and/or products that are superior to ours, or may be more successful in developing production capability or in obtaining required regulatory approvals.

We believe that First Defense^® offers two significant competitive advantages over other oral antibody products on the market. First, its capsule form does not require refrigeration and provides ease of administration. Second, competitive products currently on the market provide protection only against one leading cause of calf scours (E. coli), while First Defense^® provides this protection and additional protection against coronavirus, another leading cause of the disease. In addition to direct competition from oral antibody products, First Defense^® also competes for market share against vaccine products that are used to increase the mother cow’s production of antibodies that can then be transferred through the mother’s milk to the calf and against vaccine products that are administered to the newborn calf. The immediate and preformed immunity that First Defense^® provides to the calf is a competitive advantage over the vaccine products. First Defense^® also competes against scours preventives that are not licensed by the USDA.

There are many products on the market that may be used in place of Wipe Out^® Dairy Wipes. These products include teat dips, teat sprays and other disposable and washable towel products offered by several different companies. Competitive advantages of Wipe Out^® Dairy Wipes include that they are convenient to use, they do not irritate the udder, they do not adulterate the milk and they are biodegradable.

We would consider any company that sells an antibiotic to treat mastitis, such as Pfizer Animal Health, Intervet/Schering Plough Animal Health and Wyeth (Fort Dodge Animal Health), to be potential competitors for Mast Out^®.

We may not be aware of competition that we face from other companies. Our competitive position will be highly influenced by our ability to attract and retain key scientific and managerial personnel, to develop proprietary technologies and products, to obtain USDA or FDA approval for new products and to continue to profitably sell our current products. We currently compete on the basis of product performance, price and distribution capability. We continue to monitor our network of independent distributors to maintain our competitive position.

Employees

We currently employ 30 full-time employees and 2 part-time employees. Approximately 16.5 full-time equivalent employees are engaged in manufacturing operations, 6.5 full-time equivalent employees in product development activities, 6 full-time equivalent employees in finance and administration and 2 full-time equivalent employees in sales. Approximately 25 of these employees joined the Company since January 1, 2006. At times, manufacturing personnel are also utilized, as needed, in the production of clinical material for use in product development. All of our employees are required to execute non-disclosure, non-compete and invention assignment agreements intended to protect our rights in our proprietary products. We are not a party to any collective bargaining agreement and consider our employee relations to be excellent.

Executive Officers of the Registrant

Our executive officers as of March 20, 2009 were as follows:

MICHAEL F. BRIGHAM (Age: 48, Officer since October 1991, Director since March 1999) was appointed to serve as President and Chief Executive Officer in February 2000, while maintaining the titles of Treasurer and Secretary, and was appointed to serve as a Director of the Company in March 1999. He previously had been

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elected Vice President of the Company in December 1998 and served as Chief Financial Officer since October 1991. He has served as Secretary since December 1995 and as Treasurer since October 1991. Prior to that, he served as Director of Finance and Administration since originally joining the Company in September 1989. Mr. Brigham serves on the Board of Directors of the Maine Biotechnology Information Bureau and as the Treasurer of the Board of Trustees of the Kennebunk Free Library. Prior to joining the Company, he was employed as an audit manager for the public accounting firm of Ernst & Young. Mr. Brigham earned his Masters in Business Administration from New York University in 1989.

JOSEPH H. CRABB, Ph.D. (Age: 54, Officer since March 1996, Director since March 2001) was appointed to serve as a Director of the Company in March 2001, having previously served in that capacity during the period from March 1999 until February 2000, and was elected Vice President of the Company in December 1998, while maintaining the title of Chief Scientific Officer. He has served as Chief Scientific Officer since September 1998. Prior to that, he served as Vice President of Research and Development since March 1996. Prior to that, he served as Director of Research and Development and Senior Scientist since originally joining the Company in November 1988. He is currently a reviewer for several peer-reviewed journals. Concurrent with his employment, he has served on five study sections at the National Institutes of Health and held three adjunct faculty positions. Prior to joining the Company in 1988, Dr. Crabb earned his Ph.D. in Biochemistry from Dartmouth Medical School and completed postdoctoral studies in microbial pathogenesis at Harvard Medical School, where he also served on the faculty.

Patents, Proprietary Information and Trademarks

In connection with the December 1999 acquisition of Wipe Out^® Dairy Wipes from Nutrition 21, Inc., we acquired a license to several patents covering the use of Nisin in antibacterial wipes as well as certain proprietary know-how used in the production of Nisin. In April 2000, we acquired from Nutrition 21 an additional license to several patents covering the use of Nisin in specific antibacterial formulations in the veterinary field of use. In November 2004, we bought out certain future milestone and royalty obligations under this license, which principally resulted in a fully paid, perpetual license related to the animal health applications of Nisin. In September 2004, we were issued U.S. Patent No. 6,794,181 entitled “Method of Purifying Lantibiotics” covering a key step in the manufacturing process for pharmaceutical-grade Nisin.

In 2000, we were issued U.S. Patent No. 6,074,689 entitled “Colonic Delivery of Protein or Peptide Compositions” covering the method of formulation that can be used to deliver DiffGAM^™ and other proteins to the colon. In 1999, we acquired an exclusive license for pharmaceutical applications to U.S. Patent No. 5,773,000 entitled “Therapeutic Treatment of Clostridium difficile Associated Diseases” from GalaGen, Inc. In October 2002, we acquired ownership of this patent from the court administering the bankruptcy proceedings of GalaGen. These patents are included in the license we granted to Anadis, Ltd. (now known as Immuron) of Australia in March 2008.

In the future, we may file additional patent applications for certain products under development. There can be no assurance that patents will be issued with respect to any pending or future applications.

In some cases, we have chosen (and may choose in the future) not to seek patent protection for certain products or processes. Instead, we have sought (and may seek in the future) to maintain the confidentiality of any relevant proprietary technology through contractual agreements. Reliance upon trade secret, rather than patent protection, may cause us to be vulnerable to competitors who successfully replicate our manufacturing techniques and processes. Additionally, there can be no assurance that others may not independently develop similar trade secrets or technology or obtain access to our unpatented trade secrets or proprietary technology. Other companies may have filed patent applications and may have been issued patents involving products or technologies potentially useful to us or necessary for us to commercialize our products or achieve our business goals. There can be no assurance that we will be able to obtain licenses to such patents on terms that are acceptable.

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We have registered certain trademarks with the U.S. Patent and Trademark Office in connection with the sale of our products. We own federal trademark registrations of the following trademarks: First Defense^®, our calf scours preventive product; Wipe Out^® Dairy Wipes and the related design and the trademark “One Step Cow Prep^®“, our pre-milking wipe product; MASTiK^®, our antibiotic susceptibility test; and Mast Out^®. In addition, we sell an animal health product under the trademark, rjt^™.

Government Regulation

We believe that we are in compliance with current regulatory requirements relating to our business and products. The manufacture and sale of animal health biologicals within the United States is generally regulated by the USDA. We have received USDA approval for First Defense^® (our scours preventive product) and rjt^™ (our Johne’s Disease diagnostic test). Mast Out^® is regulated by the FDA, Center for Veterinary Medicine, which regulates veterinary drugs. The manufacture of Wipe Out^® Dairy Wipes also is regulated by the FDA, Center for Veterinary Medicine. Comparable agencies exist in foreign countries and foreign sales of our products will be subject to regulation by such agencies. Many states have laws regulating the production, sale, distribution or use of biological products, and we may have to obtain approvals from regulatory authorities in states in which we propose to sell our products. Depending upon the product and its applications, obtaining regulatory approvals may be a relatively brief and inexpensive procedure or it may involve extensive clinical tests, incurring significant expenses and an approval process of several years’ duration.

Product Liability

The manufacture and sale of certain of our products entails a risk of product liability. Our exposure to product liability is mitigated to some extent by the fact that our products are principally directed towards the animal health market. We have maintained product liability insurance in an amount which we believe is reasonable in relation to our potential exposure in this area.

Product Opportunities Outside of the Dairy and Beef Industries

1) Product to Detect Cryptosporidium in Drinking Water

Capitalizing on certain scientific knowledge gained while working on a milk antibody product to prevent Cryptosporidium parvum infections in humans during the early 1990’s, we developed the water diagnostic test, Crypto-Scan^®. This non-animal health product utilizes our immunomagnetic separation technology. Despite gaining U.K. regulatory approval in November 2000, our sales of this product had been insignificant. In April 2005, we entered into an exclusive distribution agreement with TCS Biosciences Ltd. of England covering sales of this product in the European Union, Japan, and Australia, under which we are the exclusive manufacturer and supplier of the product to TCS. TCS has made some modifications to the test kit and obtained the necessary U.K. regulatory approval of the modified test. TCS sells this product under its trade name, Isolate™ Cryptosporidium.

2) Milk Protein Purification Technology for Nutritional Applications

In 1996, we formed a joint venture with Agri-Mark Inc. of Methuen, Massachusetts known as AgriCell Company, LLC to produce and sell lactoferrin, a nutritional protein derived from cheese whey. We licensed certain rights to a patented purification system to AgriCell for use in the production of lactoferrin. In March 2003, DMV International Nutritionals paid us $1,100,000 for our interest in the joint venture, which payment was in addition to $100,000 paid by DMV in August 2001 for an option to buy our interest. We have no ongoing interest in or obligations to this operation.

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In 1997, we licensed certain rights to the same patented protein purification system described above to Murray Goulburn Co-operative Co., Limited of Australia for the production of whey protein isolate and certain other milk proteins (excluding high purity lactoferrin). In consideration for the license, we received a $250,000 payment in 1997 and are entitled to a royalty on the sales of whey protein isolate and any other milk proteins manufactured under this license. In early 2000, Murray Goulburn launched commercial sales of whey protein isolate. We earned approximately $21,000, $49,000 and $5,000 in royalty income in 2006, 2007 and 2008, respectively, under this agreement.

3) Milk Antibody Products for Humans

During the 1990’s, we conducted several trials investigating the use of milk antibodies produced utilizing our First Defense^® technology to prevent gastrointestinal infections caused by Cryptosporidium parvum, enterotoxigenic E. coli (Traveler’s Diarrhea) and Clostridium difficile in humans. We discontinued internal funding of the last of these products in 2000. In March 2008, we granted Anadis, Ltd. of Australia an exclusive, worldwide license to the human and environmental applications of our milk antibody technology. In 2008, Anadis changed its name to Immuron. Under this agreement, we are not obligated to fund further product development and are entitled to a royalty on any sales achieved by Immuron utilizing our technology.

Under an Investigational New Drug application filed with the FDA in March 1997, we conducted a clinical trial in mid-1997 demonstrating the safety of DiffGAM^™ anti-Clostridium difficile milk immunoglobulins and the colonic bioavailability of our patented oral formulation. We completed a multi-site, open label Phase I/II clinical trial of this product in 2000. The results of this trial demonstrated the preliminary safety and efficacy of DiffGAM^™ in the treatment of Clostridium difficile associated diarrhea, a debilitating gastrointestinal disease that can be precipitated by the use of broad-spectrum antibiotics. The available scientific literature and the product’s safety profile may be sufficient to allow for sales of DiffGAM^™ as a nutritional supplement.

In 2003, we became part of a consortium with the Naval Medical Research Center and John Hopkins University which received funding under the Department of Defense Peer Reviewed Medical Research Program to study the development of a bovine milk immunoglobulins supplement to prevent diarrhea in humans. We earned approximately $66,000 and $12,000 during the years ended December 31, 2005 and 2006, respectively, to complete our work under this grant to supply TravelGAM^™ anti-E. coli milk immunoglobulins for in vitro and in vivo trials. During 2006, our collaborators demonstrated preliminary efficacy of TravelGAM^™ in a challenge/protection study in humans. This work was presented at the 41st Joint Conference on Cholera and other Bacterial Infections in Japan on November 7, 2006.

4) Skin and Environment Sanitizing Products

In connection with the December 1999 acquisition of Wipe Out^® Dairy Wipes, we acquired certain exclusive rights to develop Nisin as a skin and environment sanitizer. These rights do not cover drug claims for specific indications or food preservation. There is significant published scientific literature that supports the broad-spectrum, antibacterial activity of Nisin. The expertise being developed in the manufacture of Nisin for our animal health products, Wipe Out^® Dairy Wipes and Mast Out^®, may benefit us in developing and selling Nisin formulations for additional animal disease indications or for skin and environment sanitizing applications.

During 2002, we collaborated with the U.S. Army’s Edgewood Chemical Biological Center to investigate the effectiveness of Nisin against Bacillus anthracis. The major conclusions of this work were that: 1) Nisin formulations containing excipients selected from certain classes of detergents and chelators, kill vegetative cells and germinating spores of B. anthracis, megaterium and cereus, 2) Nisin alone has potent killing activity against B. cereus and megaterium, but not B. anthracis and 3) Nisin in the formulations tested does not kill spores of any species of Bacillus. This work was accepted and presented at the Biodefense Research Meeting of the American Society for Microbiology in March 2003. The participation of a marketing partner would be required to further develop and commercialize this potential product opportunity.

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During 2006, we completed a collaborative study of Nisin susceptibility in methicillin-resistant canine staphylococcal isolates with investigators at University of Pennsylvania School of Veterinary Medicine. One hundred isolates of methicillin-resistant canine Staphylococcus aureus (MRSA), intermedius and schleiferi were tested and found to be highly susceptible to Nisin’s antibacterial activity. These data were presented at the 2007 North American Veterinary Dermatology Forum in Kauai, Hawaii. During the second quarter of 2008, we completed a study in collaboration with the University of Tennessee evaluating the effectiveness of Nisin impregnated wipes used to treat skin infections in dogs. The study consisted of two separate clinical feasibility studies, each of which was defined by the severity of canine skin infections. In the first study, 10 dogs with localized surface skin infections were treated with Nisin impregnated wipes as a stand alone therapy for 2 weeks. The second study consisted of treating 20 dogs that had more severe skin infections generally located in multiple sites on the body. The skin infections in the second study were treated with Nisin impregnated wipes in conjunction with systemic antibiotics. While this study was not designed to show statistical significance, the results do suggest that Nisin could be effective against pyoderma caused by common bacteria, such as methicillin-resistant canine staphylococcus aureus (MRSA). The results confirmed our expectation that Nisin is not as effective against fungal and gram negative causes of pyoderma. We continue to evaluate whether further development of this or other Nisin formulations is warranted, and we remain open to out-licensing this product opportunity to a partner more focused on the companion animal market than we are.

Risk Factors; Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to: projections of future financial performance; future costs of development-related efforts; future realization of deferred tax assets; future regulatory requirements relating to our products; factors that may affect the dairy industry and future demand for our products; the scope and timing of future development work and commercialization of our products; anticipated changes in our manufacturing capabilities; the timing of anticipated applications for future regulatory approvals; anticipated future product development efforts; the future adequacy of our working capital; future expense ratios; costs and timing associated with achieving compliance with cGMP regulations; and any other statements that are not historical facts. Such statements involve risks and uncertainties, including, but not limited to, those risks and uncertainties relating to difficulties or delays in development, testing, regulatory approval, production and marketing of our products, competition within our anticipated product markets, the uncertainties associated with product development, and other risks detailed from time to time in filings we make with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q, our Annual Reports on Form 10-K and our Current Reports on Form 8-K. Such statements are based on our current expectations, but actual results may differ materially due to various factors, including the risk factors summarized below and uncertainties otherwise referred to in this Quarterly Report. In addition, there can be no assurance that future developments affecting us will be those that we anticipate, especially considering the effects the distress in credit and capital markets will have on our customers and the global economy and the uncertainties surrounding the potential for a prolonged global recession.

Projections of loss before income taxes and net loss: After nine consecutive years of reporting net income, we reported a loss before income taxes of $961,000 and a net loss of $469,000 for the year ended December 31, 2008, due in large part to our current product development strategy. In our Annual Report on Form 10-KSB for the year ended December 31, 2007, we projected that loss before income taxes would be approximately $500,000 to $750,000. In our Quarterly Report on Form 10-Q for the three months ended September 30, 2008, we revised the amount of the projected loss before income taxes to approximately $600,000 to $750,000. We exceeded this estimated amount by $211,000 principally due to an unexpected decrease in gross margin on product sales. Continued development of Mast Out^® will likely result in a net loss in 2009 as well. We believe that our current balance of cash and short-term investments is more than sufficient to fund our projected loss. Generally speaking, our financial performance can differ significantly from the management projections, due to numerous factors that are difficult to predict or that are beyond our control. Stronger than

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expected sales of First Defense^®, for example, could diminish the overall loss. Conversely, weaker than expected sales of First Defense^® could lead to larger losses. Another example of a factor that could increase our loss beyond the current projection is if we experience unanticipated costs associated with developing and seeking regulatory approval of Mast Out^®. Historically, we have not publicly disclosed our projections of future profitability. We did so in 2008 and have done so again in 2009 to make it clear to our stockholders that the decision to pursue internal development of Mast Out^® entails an important change in our financial model and strategy, but one that we believe we have sufficient cash reserves to fund.

We are exposed to risks associated with the current financial downturn and global economic crisis: The U.S. economy is in a recession caused principally by the housing, credit and financial crises. The credit markets are very turbulent and uncertain. Sales and financial performance are down at most businesses. This extraordinary period of instability facing the U.S. economy and the financial markets has been troubling for nearly all Americans. To survive, companies are eliminating jobs, cutting or freezing pay, trimming hours, suspending matching contributions to 401(k) Plans, doing away with health care, bonuses, or perks that were offered during better economic times, among other cost-saving measures. A continued and prolonged economic downturn could have a corresponding negative effect on our business and operations.

Economics of the dairy industry: The dairy industry in the United States has been facing very difficult economic pressures. The number of small dairy producers continues to decrease. The milk price strengthened significantly in 2007 and held approximately at the 2007 average level during the first nine months of 2008. Then during the fourth quarter of 2008, milk prices began to deteriorate and are expected to decline significantly in 2009. While any decrease in the sales value of milk is not good for our customers, dairy producers are also facing increases in the costs to produce milk. The size of the U.S. dairy herd has remained consistently in the range of approximately 9,000,00 to 9,300,000 cows over the last ten years, but a significant decrease in the herd size is expected in 2009. The financial insecurity of our primary customer base is a risk to our ability to maintain and grow sales at a profitable level. Further, the loss of farms that we buy raw material from could make it difficult for us to produce enough inventory until supply agreements are reached with replacement farms.

Uncertainty of market estimates: Even assuming that Mast Out^® achieves regulatory approval in the United States with a zero milk discard requirement, estimating the size of the market for this product is subject to numerous uncertainties. Some of the uncertainties include subclinical market development, coverage of relevant pathogens, selling price, cost of manufacture, integration of milk from treated cows into cheese starter cultures and market acceptance.

Product risks generally: The sale of our products is subject to financial, efficacy, regulatory and market risks. We cannot be sure that we will be able to maintain the regulatory compliance required to continue selling our products. There is no assurance that we will continue to achieve market acceptance at a profitable price level or that we can continue to manufacture our products at a sufficient gross margin.

Reliance on sales of First Defense^®: We are heavily reliant on the market acceptance of First Defense^® to generate product sales and fund our operations. Our business would not have been profitable during the nine consecutive years in the period ended December 31, 2007, and our net loss would have been larger during the year ended December 31, 2008, without the gross margin that we earned from the sale of First Defense^®.

Product development risks: Our current strategy relies heavily on the development of new products, the most important of which is Mast Out^®. The development of new products is subject to financial, scientific, regulatory and market risks. In particular, the development of Mast Out^® requires substantial investments by us, and there is no assurance that we will obtain the necessary clinical and other data necessary to support regulatory approval for this product. There is also no assurance that our capital resources will prove to be sufficient to cover the costs associated with regulatory approvals, commercial manufacture or market launch of Mast Out^® or any other new products. The market for the treatment of mastitis in dairy cows is highly competitive, and presently is dominated by large companies such as Pfizer, Fort Dodge and Intervet/Schering Plough. There is no assurance that Mast Out^® will compete successfully in this market.

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Competition from others: We may not be aware of competition that we face from other companies. Our competitive position will be highly influenced by our ability to attract and retain key scientific and managerial personnel, to develop proprietary technologies and products, to obtain USDA or FDA approval for new products and to continue to profitably sell our current products. We currently compete on the basis of product performance, price and distribution capability. We continue to monitor our network of independent distributors to maintain our competitive position.

Failure to protect intellectual property: In some cases, we have chosen (and may choose in the future) not to seek patent protection for certain products or processes. Instead, we have sought (and may seek in the future) to maintain the confidentiality of any relevant proprietary technology through contractual agreements. Reliance upon trade secret, rather than patent protection, may cause us to be vulnerable to competitors who successfully replicate our manufacturing techniques and processes. Additionally, there can be no assurance that others may not independently develop similar trade secrets or technology or obtain access to our unpatented trade secrets or proprietary technology. Other companies may have filed patent applications and may have been issued patents involving products or technologies potentially useful to us or necessary for us to commercialize our products or achieve our business goals. There can be no assurance that we will be able to obtain licenses to such patents on terms that are acceptable.

Small size: We are a small company with approximately 31 full-time equivalent employees. As such, we rely on certain key employees to support different operational functions, with limited redundancy in capacity. The loss of any of these key employees could adversely affect our operations until a qualified replacement is hired and trained.

Our reporting obligations as a public company are costly: Operating a public company involves substantial costs to comply with reporting obligations under federal securities laws that are continuing to increase as provisions of the Sarbanes Oxley Act of 2002 are implemented. As a smaller reporting company, we need to implement additional provisions of the Sarbanes Oxley Act during fiscal year 2009. These reporting obligations will increase our operating costs.

Access to raw materials: Our policy is to maintain more than one source of supply for the components used to manufacture and test our products. However, there is a risk that we could have difficulty in efficiently acquiring essential supplies. We are dependent on our manufacturing operations and facility at 56 Evergreen Drive in Portland, Maine for the production of First Defense^® and Wipe Out^® Dairy Wipes. The specific antibodies that we purify for First Defense^® and the Nisin we produce by fermentation for Wipe Out^® Dairy Wipes are not readily available from other sources. Any disruption in the services at this facility could adversely affect the production of inventory.

Risks associated with USDA regulatory oversight: Two of our products, and modifications and extensions thereto, are subject to the jurisdiction of the Center for Veterinary Biologics, USDA. Recent budgetary constraints at the USDA have caused significant delays in rulings and responses to submissions, according to the Association of Veterinary Biologics Companies, of which we are a member.

Regulatory requirements for First Defense^®: First Defense^® is sold in the United States subject to a product license approval from the USDA, first obtained in 1991. The potency of serial lots is directly traceable to the original serial used to obtain the product performance claims (the “Reference Standard”). Due to the unique nature of the First Defense^® label claims, host animal re-testing is not required as long as periodic laboratory analyses continue to support the stability of stored Reference Standard. To date, these analyses have demonstrated strong stability. However, if the USDA declined to approve requalification of the Reference Standard, additional clinical studies could be required to meet regulatory requirements and allow for continued sales of the product.

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Regulatory requirements for Wipe Out^® Dairy Wipes: While the FDA regulates the manufacture and sale of Wipe Out^®, this type of product is permitted to be sold without a NADA approval, in accordance with the FDA’s Compliance Policy Guide 7125.30 (“Teat Dips and Udder Washes for Dairy Cows and Goats”). This policy guide could be withdrawn at the FDA’s discretion. The manufacture of Wipe Out^® is subject to Part 211 of the cGMP regulations. As such, our operations are subject to inspection by the FDA. We are investing in personnel, facility improvements and new equipment to bring our manufacturing operations into compliance with cGMP regulations across our entire product line. In June 2007, we received a Warning Letter from the FDA citing deficiencies in specific areas of the cGMP regulations. We filed a response to the FDA in June 2007, and we responded to a request for additional information in April 2008. We believe we have substantially corrected the deficiencies, but we remain subject to the risk of adverse action by the FDA in this respect.

Regulatory requirements for Mast Out^®: The commercial introduction of Mast Out^® in the United States will require us to obtain appropriate FDA approval for this product. Approval of a zero milk discard claim is an important competitive feature of this product. It presently is uncertain whether and when this approval will be achieved. Such approval will also require a successful inspection under cGMP standards by the FDA of the facilities used to manufacture the product. We have identified at least one potential commercial manufacturer for Nisin and have a preliminary evaluation of the potential costs, but we have not made a final determination of the cost or location of the commercial manufacturing facilities at this time. Foreign regulatory approvals would be required for sales outside of the U.S. European regulatory authorities are not likely to approve a product with a zero milk discard claim, which would remove a significant competitive advantage of Mast Out^® in that territory.

Bovine diseases: The potential for epidemics of bovine diseases such as Foot and Mouth Disease, Bovine Tuberculosis, Brucellosis and Bovine Spongiform Encephalopathy (“BSE”) presents a risk to us and our customers. Documented cases of BSE in the U.S. have led to an overall tightening of regulations pertaining to ingredients of animal origin, especially bovine. First Defense^® is considered a veterinary medicine rather than a feed ingredient, and it is manufactured from bovine milk and colostrum, which is not considered a BSE risk material. Future regulatory action to increase protection of the human food supply could affect First Defense^®, although presently we do not anticipate that this will be the case.

Biological terrorism: The threat of biological terrorism is a risk to both the economic health of our customers and to our ability to economically acquire and collect good quality raw material from our contract farms. Any act of widespread bioterrorism against the dairy industry could adversely affect our operations.

No expectation to pay any dividends for the foreseeable future: We do not anticipate paying any dividends to our shareholders for the foreseeable future. Shareholders must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Any determination to pay dividends in the future will be made at the discretion of our Board of Directors and will depend on our results of operations, financial conditions, conditions, contractual restrictions, restrictions imposed by applicable laws and other factors our Board deems relevant.

Public Information

As a reporting company, we file quarterly and annual reports with the Securities and Exchange Commission on Form 10-Q and Form 10-K. We also file current reports on Form 8-K, whenever events warrant or require such a filing. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information about us that we file electronically with the SEC at http://www.sec.gov. Our internet address is http://www.immucell.com.

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ITEM 2 – DESCRIPTION OF PROPERTY

We own a 26,800 square foot building at 56 Evergreen Drive in Portland, Maine. We currently use this space for substantially all of our office, laboratory and manufacturing needs. When we originally purchased this building in 1993, its size was 15,000 square feet, including 5,000 square feet of unfinished space on the second floor. In May 2001, we completed a construction project that added approximately 5,200 square feet of new manufacturing space on the ground level. The facility addition also added a storage mezzanine of approximately 4,100 square feet on the second floor. In May 2007, we completed a renovation project converting the 5,000 square feet of unfinished space on the second floor into usable office space. After moving first floor offices into this space, we modified and expanded the laboratory space on the first floor. As part of this project, we also added approximately 2,500 square feet of mezzanine storage space in the second floor. This investment is an integral part of our strategy to become compliant with cGMP regulations in our manufacturing operations. We funded this project from available cash.

We rent approximately 550 square feet of office and warehouse space in New York State on a short-term basis to support our farm operations.

We maintain property insurance in amounts that approximate replacement cost. We also maintain access to certain animals, primarily cows, through contractual relationships with several commercial dairy farms.

ITEM 3 – LEGAL PROCEEDINGS

None

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

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PART II

ITEM 5 – MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the NASDAQ Capital Market tier of the NASDAQ Stock Market under the symbol ICCC. No dividends have been declared or paid on the common stock since its inception, and we do not contemplate the payment of cash dividends in the foreseeable future. The following table sets forth the high and low sales price information for our common stock as reported by the NASDAQ Stock Market during the period January 1, 2007 through December 31, 2008:

	2007								2008
	Three Months Ended								Three Months Ended
	March 31		June 30		September 30		December 31		March 31		June 30		September 30		December 31
High	$	6.44	$	6.12	$	6.23	$	4.88	$	4.08	$	3.99	$	3.87	$	3.20
Low	$	5.03	$	5.16	$	3.56	$	3.27	$	2.54	$	2.91	$	2.75	$	1.65

As of March 20, 2009, we had 8,000,000 common shares authorized and 2,970,652 common shares outstanding, and there were approximately 1,100 shareholders of record. The last sales price of our common stock on March 20, 2009 was $2.00 as quoted on the NASDAQ Stock Market.

Equity Compensation Plan Information

The table below summarizes the common stock reserved for issuance upon the exercise of stock options outstanding as of December 31, 2008 or that could be granted in the future:

	Number of shares to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options		Number of shares remaining available for future issuance under stock-based compensation plans (excluding shares reflected in first column of this table)
Equity compensation plans approved by stockholders	416,000	$	3.42	95,667
Equity compensation plans not approved by stockholders	--		--	--
Total	416,000	$	3.42	95,667

ITEM 6 – SELECTED FINANCIAL DATA

Not applicable

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

Fiscal Year 2008 Compared to Fiscal Year 2007

Product Sales

Product sales for the year ended December 31, 2008 decreased by $144,000 (3%) to $4,628,000 from $4,772,000 in 2007. Domestic product sales increased by 3% during the year ended December 31, 2008, while foreign sales decreased by 26%, in comparison to 2007. As we introduce our products (principally First Defense^®) to markets outside of the United States, we expect some sales volatility in those territories. Despite the decline in 2008 in comparison to 2007, foreign sales in 2008 were 18% greater than foreign sales in 2006. We

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believe that sales of our products may be influenced by the price of milk, cows and calves. A common index used in the industry to measure the price of milk is known as the Class III milk price, which indicates the value of 100 pounds of milk sold into the cheese market. The average Class III milk price for 2008 was $17.44 per 100 pounds, which represents a 3% decrease from the 2007 average of $18.04. However, this price has declined in 2009. The average for the months of January and February 2009 was $10.05 in comparison to $18.18 for the same period in 2008. For a point of reference, the average for all of 2002 was $10.42, which approximates the price levels experienced during the 1970’s. While any decrease in the sales value of milk is not good for our customers, dairy producers are also facing increases in the costs to produce milk. One measure of this relationship is known as the milk-to-feed ratio. The milk-to-feed ratio measures the amount of feed that can be purchased with one pound of milk. In January 2009, the milk-to-feed ratio of 1.69 was the worst it has ever been since the USDA began using the profitability measure in 1985. A ratio of 1.69 means that a dairy producer can buy 1.69 pounds of feed for every pound of milk sold. Whenever the ratio meets or exceeds 3.0, it is considered profitable to buy feed and produce milk. Another indication of the economic condition of the dairy industry is the price received by producers for milk cows. In 2008, this price is estimated to have increased by approximately 6% to $1,953 in comparison to $1,840 per cow in 2007, but this value is declining in 2009. During 2008, the value of bull calves in the dairy industry declined materially making it less economical to treat bull calves with First Defense^®. The size of the U.S. dairy herd has remained consistently in the range of approximately 9,000,000 to 9,300,000 cows over the last ten years, but a significant decrease in the herd size is expected in 2009.

Sales of First Defense^® decreased by 3% during the year ended December 31, 2008 in comparison to the same period in 2007. A 2% increase in our average selling price was more than offset by a 6% decrease in unit sales volume. Sales of First Defense^® are normally seasonal, with higher sales expected during the first and fourth quarters and lower sales expected during the second and third quarters. First Defense^® continues to benefit from wide acceptance by dairy and beef producers as an effective tool to prevent calf scours. During the second quarter of 2006, certain regional organic certifying agencies determined that the ingredients in First Defense^® are in compliance with the National Organic Program (NOP) and may be considered for use on organic farms. First Defense^® should be considered a preventive vaccine as described in USDA-NOP regulations for organic producer consideration when establishing management plans.

Sales of Wipe Out^® Dairy Wipes decreased by 2% during the year ended December 31, 2008 in comparison to the same period in 2007. Domestic sales were essentially unchanged in 2008. We believe that domestic sales growth potential is limited because most of our sales of this product tend to be to smaller dairies that are under continued financial pressures that are forcing many small dairy producers out of business.

The other products we sell primarily into the dairy industry increased to $116,000 during the year ended December 31, 2008 compared to $108,000 during the same period in 2007. The other products we sell outside of dairy and beef industries, principally Isolate™ (formerly known as Crypto-Scan^®), increased slightly to $119,000 during the year ended December 31, 2008 compared to $116,000 during the same period in 2007.

We generally held our product selling prices without increase during the seven year period ended December 31, 2007. During the first quarter of 2008, we implemented a modest increase to the selling price of First Defense^®.

Other Revenues

Technology licensing revenue decreased by 100%, or $1,248,000, during the year ended December 31, 2008 in comparison to the same period in 2007, due to the recognition during the third quarter of 2007 of all remaining deferred revenue from milestone payments under a product development and marketing agreement with Pfizer, which terminated during the third quarter of 2007. Royalty income decreased by $44,000 to just $5,000 during the year ended December 31, 2008 in comparison to the same period in 2007, as the result of less sales reported by the firm that has licensed our milk protein purification technology. No product development grants or contracts have been applied-for or awarded since the first quarter of 2006.

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Gross Margin

Changes in the gross margin on product sales are summarized in the following table for the respective periods (in thousands, except for percentages):

	Twelve Month Periods Ended December 31,						(Decrease)
	2008			2007			Amount			%
Gross margin	$	2,069		$	2,504		$	(435	)	(17	%)
Percent of product sales		45	%		52	%		(7	%)	(13	%)

We now experience lower gross margin percentages in comparison to those achieved in the past. The gross margin as a percentage of product sales was 45% and 52% during the years ended December 30, 2008 and 2007, respectively. This compares to gross margin percentages of 56% and 61% for the years ended December 31, 2006 and 2005, respectively. The gross margin percentage was unusually low during 2008. Our current annual target is to improve the gross margin percentage from 45% to closer to 50%. A number of factors account for the relative increase in costs and for their variability. We expect some fluctuations in gross margin percentages from quarter to quarter. The gross margin on First Defense^® was adversely affected by biological yields from our raw material, which do fluctuate over time. More generally, we are beginning to experience higher costs for production of First Defense^® and Wipe Out^® Dairy Wipes due to increased labor costs and expenses associated with our efforts to implement compliance with cGMP regulations in our production processes. Like most manufacturers in the U.S., we have been experiencing increases in the cost of raw materials that we purchase. Product mix also affects gross margin in that we earn a higher gross margin on First Defense^® and a lower gross margin on Wipe Out^® Dairy Wipes. Because First Defense^® customers are price sensitive, we had held its selling price without significant increase for about seven years, believing that we could benefit more from higher unit sales volume than through a higher average selling price per unit. However, during the first quarter of 2008, we implemented a modest increase to the selling price of First Defense^® reflecting a part of the increase we have experienced in our labor and raw material costs.

Product Development and Licensing

Product development expenses increased by 11%, or $167,000, to $1,746,000 during the year ended December 31, 2008, as compared to $1,579,000 during the same period in 2007. Product development expenses aggregated 38% and 26% of total revenues in 2008 and 2007, respectively. During the year ended December 31, 2007, product development expenses included $439,000, in amortization of the intangible asset pertaining to our November 2004 buy-out of certain future milestone and royalty payment obligations under our license to the animal health applications of Nisin. Net of these amortization expenses in 2007, product development expenses of $1,746,000 and $1,140,000, amounted to 38% and 24% of product sales during the years ended December 31, 2008 and 2007, respectively. The majority of our product development budget from 2000 through 2008 has been focused on the development of Mast Out^®. Going forward, we expect to focus our internally-funded product development expenses on Mast Out^® and other improvements, extensions or additions to our current product line and an effort to achieve cGMP compliance in our manufacturing operations. The other improvements, extensions, or additions to our current product line include the potential to prevent scours in calves caused by pathogens other than those within the current First Defense^® disease claims (E. coli K99 and coronavirus) such as rotavirus. We also remain interested in acquiring other new products and technologies that fit with our sales focus on the dairy and beef industries.

General and Administrative Expenses

General and administrative expenses increased by approximately $83,000 (10%) to $926,000 in 2008 as compared to $843,000 in 2007. These increases result, in large part, from costs associated with complying with the Sarbanes-Oxley Act of 2002 and other costs associated with being a publicly-held company.

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Product Selling Expenses

Product selling expenses increased by approximately $64,000 (13%) to $570,000 in 2008, increasing to 12% of product sales in 2008 from 11% in 2007. We continue to leverage the efforts of our small sales force through veterinary distributors. Our objective is to maintain the ratio of product selling expenses to product sales below 15% on an annual basis.

Interest Income

Interest income decreased by approximately $72,000 (26%) to $204,000 in 2008 in comparison to 2007 due principally to a decrease in interest rates and a reduction in funds invested during 2008. We have not incurred interest expense since we repaid our outstanding bank debt in May 2002.

Loss Before Income Taxes and Net Loss

Our loss before income taxes of $961,000 during the year ended December 31, 2008 is in contrast to income before income taxes of $1,144,000 during the year ended December 31, 2007. We recorded a 51% income tax benefit during the year ended December 31, 2008 and income tax expense at an effective tax rate of 42% during the year ended December 31, 2007. Our income tax (benefit) expense included a deferred tax (benefit) expense of ($108,000) and $435,000 during the years ended December 31, 2008 and 2007, respectively. Our net loss of $469,000 ($0.16 per share) during the year ended December 31, 2008 is in contrast to net income of $662,000 ($0.22 per diluted share) during the year ended December 31, 2007.

Fiscal Year 2007 Compared to Fiscal Year 2006

Product Sales

Product sales for the year ended December 31, 2007 increased by $466,000 (11%) to $4,772,000 from $4,306,000 in 2006, primarily due to growth in sales of First Defense^®. We believe that sales of our products may be influenced by the price of milk, heifers and calves. A common index used in the industry to measure the price of milk is known as the Class III milk price, which indicates the value of 100 pounds of milk sold into the cheese market. The average Class III milk price for 2007 was $18.04 per 100 pounds, which represents a 52% increase over the 2006 average of $11.89. The average for 2006 decreased by 15% from the 2005 average of $14.05. For a point of reference, this price level was $10.42 in 2002, which approximates the price level experienced during the 1970’s. While an increase in the sales value of milk is good for our customers, some of this benefit has been offset by an increase in the cost to produce milk. One measure of this relationship is known as the milk-to-feed ratio. The milk-to-feed ratio measures the amount of feed that can be purchased with one pound of milk. In December 2007, this ratio dropped below the 3.0 level for the first time since June 2007, but this level is still above levels experienced in 2006. Another indication of the economic condition of the dairy industry is the price received by producers for milk cows. In 2007, this price is estimated to have increased by approximately 6% to $1,840 in comparison to $1,735 per cow in 2006. This 2006 price is estimated to have held relatively flat in comparison to $1,773 in 2005.

Sales of First Defense^® increased by 16% during the year ended December 31, 2007 in comparison to the same period in 2006. This increase was principally driven by higher sales volume rather than higher selling prices. Sales of First Defense^® are normally seasonal, with higher sales expected during the first and fourth quarters and lower sales expected during the second and third quarters. First Defense^® continues to benefit from wide acceptance by dairy and beef producers as an effective tool to prevent calf scours. During the second quarter of 2006, certain regional organic certifying agencies determined that the ingredients in First Defense^® are in compliance with the National Organic Program (NOP) and may be considered for use on organic farms. First Defense^® should be considered a preventive vaccine as described in USDA-NOP regulations for organic producer consideration when establishing management plans.

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Sales of Wipe Out^® Dairy Wipes decreased by 24% during the year ended December 31, 2007 in comparison to the same period in 2006. Domestic sales were essentially unchanged in 2007, and sales of this product into South Korea of approximately $90,000 during the year ended December 31, 2006 were not repeated in 2007. We believe that domestic sales growth potential is limited because most of our sales of this product tend to be to smaller farms that are under continued financial pressures that are forcing many small dairy producers out of business.

The other products we sell primarily into the dairy industry increased to $108,000 during the year ended December 31, 2007 compared to $88,000 during the same period in 2006. The other products we sell outside of dairy and beef industries, principally Isolate™ (formerly known as Crypto-Scan^®), decreased to $116,000 during the year ended December 31, 2007 compared to $121,000 during the same period in 2006.

We have generally held our product selling prices without increase for the past seven years. During the first quarter of 2008, we implemented a modest increase to the selling price of First Defense^®.

Other Revenues

Due primarily to the recognition of all remaining non-cash deferred technology licensing revenue during the third quarter of 2007, other revenues increased by 162%, or $801,000, to $1,297,000 during the year ended December 31, 2007 in comparison to the same period in 2006. Technology licensing revenue increased by 170%, or $786,000 to $1,248,000 during the year ended December 31, 2007 in comparison to the same period in 2006, due to the recognition during the third quarter of 2007 of all remaining deferred revenue from milestone payments under a product development and marketing agreement with Pfizer, which terminated during the third quarter of 2007. Royalty income increased by $28,000 during the year ended December 31, 2007 in comparison to the same period in 2006, as the result of higher sales reported by the firm that has licensed our milk protein purification technology. No product development grants or contracts have been applied-for or awarded since the first quarter of 2006.

Gross Margin

Changes in the gross margin on product sales are summarized in the following table for the respective periods (in thousands, except for percentages):

	Twelve Month Periods Ended December 31,						Increase (Decrease)
	2007			2006			Amount			%
Gross margin	$	2,504		$	2,424		$	80		3	%
Percent of product sales		52	%		56	%		(4	%)	(7	%)

Product costs amounted to 48% of product sales in 2007 as compared to 44% in 2006. Driven primarily by increased sales of First Defense^®, the gross margin on product sales increased by $80,000 (3%) to $2,504,000 from $2,424,000 in 2006. Internally developed products such as First Defense^® tend to have higher gross margin percentages than acquired products. We anticipate a moderately lower gross margin percentage initially as new products are developed and acquired. Our gross margin percentage during 2007 was somewhat lower than normally expected during the nine month period ended September 30, 2007. We experienced some temporary inefficiencies during the renovation of our facility, which generally resulted in decreased output with no decline in labor and overhead costs. During the nine month period ended September 30, 2007, the gross margin on First Defense^® also was adversely affected by biological yields from our raw material, which do fluctuate over time. Product mix also affects gross margin in that we earn a higher gross margin on First Defense^® and a lower gross margin on Wipe Out^® Dairy Wipes. More generally, we are beginning to experience higher costs for production of First Defense^® and Wipe Out^® Dairy Wipes due to increased labor costs and expenses associated with our efforts to implement compliance with cGMP regulations in our production processes.

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Because First Defense^® customers tend to be price sensitive, we have held its selling price without significant increase for approximately the past seven years, believing that we can benefit more from higher unit sales volume than through a higher average selling price per unit. During the first quarter of 2008, we implemented a modest increase to the selling price of First Defense^® reflecting a part of the increase we have experienced in our labor and raw material costs.

Product Development and Licensing

Product development expenses increased by 64%, or $613,000, to $1,579,000 during the year ended December 31, 2007, as compared to $966,000 during the same period in 2006. Product development expenses aggregated 26% and 20% of total revenues in 2007 and 2006, respectively. During the years ended December 31, 2007 and 2006, product development expenses included $439,000 and $220,000, respectively, in amortization of the intangible asset pertaining to our November 2004 buy-out of certain future milestone and royalty payment obligations under our license to the animal health applications of Nisin. Net of these amortization expenses, product development expenses of $1,140,000 and $746,000, amounted to 24% and 17% of product sales during the years ended December 31, 2007 and 2006, respectively. The majority of our product development budget from 2000 through 2007 has been focused on the development of Mast Out^®. Going forward, we expect to focus our internally-funded product development expenses on Mast Out^® and other improvements, extensions or additions to our current product line and an effort to achieve cGMP compliance in our manufacturing operations.

In addition to the development efforts on Mast Out^®, we are actively exploring further improvements, extensions, or additions to our current product line. We are investigating the potential to prevent scours in calves caused by pathogens other than those within the current First Defense^® disease claims (E. coli K99 and coronavirus). We also remain interested in acquiring other new products and technologies that fit with our sales focus on the dairy and beef industries.

General and Administrative Expenses

General and administrative expenses increased by approximately $132,000 (18%) to $843,000 in 2007 as compared to $712,000 in 2006. These increases result, in large part, from increased stock-based compensation expense (approximately $44,000 during 2007 compared to $18,000 during 2006), costs associated with complying with the Sarbanes-Oxley Act of 2002 and other costs associated with being a publicly-held company.

Product Selling Expenses

Product selling expenses increased by approximately $35,000 (7%) to $506,000 in 2007, aggregating 11% of product sales in 2007 and 2006. We continue to leverage the efforts of our small sales force through veterinary distributors. Our objective is to maintain the ratio of product selling expenses to product sales below 15% on an annual basis.

Interest Income

Interest income increased by approximately $8,000 (3%) to $276,000 in 2007 in comparison to 2006 due principally to an increase in interest rates in 2007 that was offset, in part, by a reduction in funds invested during 2007. We have not incurred interest expense since we repaid our outstanding bank debt in May 2002.

Income Before Income Taxes and Net Income

Upon termination of the product development and marketing agreement with Pfizer, we recognized $931,000 in related deferred revenue and amortized $329,000 of an associated intangible technology asset, resulting in a $602,000 net increase to income before income taxes during the third quarter of 2007. During the year ended December 31, 2007, we recognized $1,248,000 in deferred revenue related to the product

21

development and marketing agreement, and we recorded $439,000 in amortization expense pertaining to the associated intangible technology asset, resulting in a net increase to income before income taxes of $808,000.

Income before income taxes of $1,144,000 for the year ended December 31, 2007 compares to $1,034,000 for the year ended December 31, 2006. We recorded income tax expense at an effective tax rate of 42% and 37% in 2007 and 2006, respectively, resulting in net income of $662,000 and $647,000 for the years ended December 31, 2007 and 2006, respectively. Income tax expense included a deferred tax expense (benefit) of $435,000 and ($101,000) for the years ended December 31, 2007 and 2006, respectively. The increase in the effective tax rate was largely due to an increase in non tax deductible stock-based compensation expense. Our net income during the years ended December 31, 2007 and 2006 was $662,000 ($0.22 per diluted share) and $647,000 ($0.21 per diluted share), respectively.

Selected Financial Data

The selected financial data set forth below has been derived from our audited financial statements. The information should be read in conjunction with the audited financial statements and related notes appearing elsewhere in this Form 10-K and in earlier reports filed on Form 10-KSB or 10-K.

	Year Ended December 31,
	2004		2005		2006		2007		2008
	(In thousands, except for per share amounts)
Statement of Operations Data:
Product sales	$	3,524	$	4,233	$	4,306	$	4,772	$	4,628
Total revenues		3,696		4,983		4,801		6,069		4,634
Gross margin from product sales		2,075		2,599		2,424		2,504		2,069
Product development expenses		1,092		1,270		966		1,579		1,746
Selling and administrative expenses		1,035		1,141		1,182		1,349		1,496
Net interest and other income		56		133		263		272		207
Income (loss) before income taxes		177		1,071		1,034		1,144		(961	)
Net income (loss)		144		708		647		662		(469	)
Statement of Cash Flows Data:
Net cash provided by operating activities	$	1,358	$	765	$	1,583	$	350	$	53
Per Common Share:
Basic net income (loss)	$	0.05	$	0.25	$	0.22	$	0.23	$	(0.16	)
Diluted net income (loss)	$	0.05	$	0.24	$	0.21	$	0.22	$	(0.16	)
Cash dividend		--		--		--		--		--
	As of December 31,
	2004		2005		2006		2007		2008
	(In thousands, except for per share amounts)
Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	4,450	$	5,150	$	6,614	$	5,412	$	5,054
Total assets		9,530		9,955		11,364		10,412		10,128
Current liabilities		814		697		1,417		356		484
Net working capital		4,998		6,091		6,934		6,710		6,245
Long-term liabilities		986		700		615		--		--
Stockholders’ equity	$	7,729	$	8,558	$	9,332	$	10,057	$	9,644
Per Outstanding Common share:
Cash, cash equivalents and short-term investments	$	1.59	$	1.81	$	2.28	$	1.87	$	1.75
Stockholders’ equity	$	2.77	$	3.00	$	3.22	$	3.48	$	3.33

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Financial Condition, Liquidity and Capital Resources

We had approximately $5,054,000 in available cash and short-term investments as of December 31, 2008. We are using some of this cash to fund product development, principally Mast Out^®, and to invest in our efforts to become compliant with cGMP regulations in our manufacturing operations. We continue to look for new product acquisition opportunities that would have a strategic fit with the products that we currently sell.

The table below summarizes the changes in selected, key balance sheet items:

	Balance at December 31,				(Decrease)
	2007		2008		$			%
	(In thousands, except for percentages)
Cash, cash equivalents and short-term investments	$	5,412	$	5,054	$	(358	)	(7	%)
Total assets		10,412		10,128		(284	)	(3	%)
Net working capital		6,710		6,245		(465	)	(7	%)
Stockholders’ equity	$	10,057	$	9,644	$	(413	)	(4	%)

Cash, cash equivalents and short-term investments decreased by 7%, or $358,000, to $5,054,000 at December 31, 2008 from $5,412,000 at December 31, 2007. Net cash provided by operating activities amounted to $53,000 during the year ended December 31, 2008 as compared to $350,000 during the year ended December 31, 2007. After adding back $399,000 in depreciation and amortization to the net loss incurred during the year ended December 31, 2008, the most significant uses of cash for operating activities were due to the timing of income tax payments and deferred income taxes. Capital investments of $411,000 were funded principally by maturities of short-term investments. Total assets decreased by 3%, or $284,000, to $10,128,000 at December 31, 2008 from $10,412,000 at December 31, 2007. We have no outstanding bank debt. Net working capital decreased by 7%, or $465,000, to $6,245,000 at December 31, 2008 from $6,710,000 at December 31, 2007. Stockholders’ equity decreased by 4%, or $413,000, to $9,644,000 at December 31, 2008 from $10,057,000 at December 31, 2007, primarily as a result of loss incurred during 2008.

As we implement process improvements, we are investing in personnel, equipment and facility improvements to increase the efficiency and quality of our operations. In June 2008, our Board of Directors authorized the investment of approximately $775,000 for a facility addition and more production equipment to increase our production capacity by providing more production and warehouse space, a more efficient loading dock and significantly more on-site cold storage. This authorization was in addition to $254,000 that was included in the original 2008 budget for fixed asset investments. In September 2008, we decided to postpone most of this project until at least the spring of 2009 to avoid the added costs of winter construction. We also wanted to use the additional time to finalize the design and permitting, solicit more competitive construction bids and monitor the status of the economy and our business. As of December 31, 2008, we have Board authorization to spend up to $904,000 on this project and other fixed asset investments.

The return of the Mast Out^® product rights to us has caused us to increase our spending on product development expenses that had been funded by Pfizer from 2005 to mid 2007. As expected, the expenditures on this program of product development resulted in a net loss in 2008 ending the nine consecutive years of profitability that we recorded during the period ended December 31, 2007. Continued development towards regulatory approval of Mast Out^® will likely result in a net loss in 2009 as well. We believe that our current balance of cash and short-term investments is more than sufficient to fund our projected loss. We believe that the commercial prospects for Mast Out^® warrant this level of investment.

With approximately $5,054,000 in cash and short-term investments as of December 31, 2008, we believe that we have sufficient capital resources to meet our working capital requirements and to finance our ongoing business operations during at least the next twelve months. Although we also believe that these cash reserves should be sufficient to fund our development of Mast Out^®, we have decided that the cost of a cGMP

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manufacturing facility is too high for us to undertake with current resources. Therefore, we plan to seek a partner to help share the anticipated costs and risks associated with developing the required manufacturing capacity to achieve FDA approval and to help launch, distribute and sell the product.

Nisin for Wipe Out^® Dairy Wipes had been produced for us under subcontract since the product’s acquisition in 1999. During 2003, we began making building modifications and fixed asset acquisitions necessary to bring the production process in-house. This project was completed in 2004 for approximately $423,000. This manufacturing process was further improved during 2005 and 2006. This facility was also used during 2005 to produce clinical material for Mast Out^® studies.

Since 1999, our strategy has been focused on selling and developing products that improve animal health and productivity in the dairy and beef industries. These product opportunities are generally less expensive to develop than the human health product opportunities that we had worked on during the 1990’s. We funded most of our product development expenses principally from product sales and have been profitable for each of the nine years in the period ended December 31, 2007. During the nine years of profitability from 1999 through 2007, our cumulative investment in product development expenses of $9,894,000 was supported, in part, by $975,000 in grant awards. The investment of an additional $1,746,000 in product development expenses during 2008 brings our cumulative investment to $11,641,000 during the ten year period ended December 31, 2008. We may, on occasion, seek additional research grant support as a means of leveraging the funds that we are able to spend developing new products.

Off-Balance Sheet Arrangements

None

Effects of Inflation and Interest Rates; Currency Fluctuations

We believe that neither inflation nor interest rates have had a significant effect on our revenues and expenses. Future increases in inflation or interest rates, however, could affect our customers and the demand for our products. We hope to increase the level of our future sales of products outside the United States. The cost of our products to foreign customers could be affected by currency fluctuations. The decline of the U.S. dollar against other currencies could make our products less expensive to foreign customers. Overall, however, we do not anticipate that currency fluctuations will significantly affect our sales or the cost of operations.

Critical Accounting Policies

Details regarding the impact of new accounting pronouncements on our financial statements are provided in Note 2(l) to our financial statements. The financial statements are presented on the basis of accounting principles that are generally accepted in the U.S. All professional accounting standards that were effective and applicable to us as of December 31, 2008 have been taken into consideration in preparing the financial statements. The preparation of financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, income taxes, contingencies and the useful lives and carrying values of intangible and long lived assets. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have chosen to highlight certain policies that we consider critical to the operations of the business and understanding our financial statements.

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We recognize revenue in accordance with Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”, which supersedes SAB No. 101, “Revenue Recognition in Financial Statements”. SAB No. 104 requires that four criteria are met before revenue is recognized. These include i) persuasive evidence that an arrangement exists, ii) delivery has occurred or services have been rendered, iii) the seller’s price is fixed and determinable and iv) collectibility is reasonably assured. We recognize revenue at the time of shipment (including to distributors) for substantially all products, as title and risk of loss pass to the customer on delivery to the common carrier after concluding that collectibility is reasonably assured. We recognize service revenue at the time the service is performed. Royalty income is recorded on the accrual basis based on sales as reported to us by our licensee pursuant to the terms of the agreement. Non-refundable grant income is recognized as reimbursable expenses are incurred. Indirect costs which are billed to the government are subject to their review. All research and development costs and patent costs are expensed as incurred, except as described in the next paragraph.

In November 2004, we capitalized the $965,000 payment we made to Nutrition 21, Inc. to buy out certain future milestone and royalty payment obligations, which principally resulted in a fully paid, perpetual license related to Mast Out^®. We deferred the revenue from the $2,150,000 in milestone payments that were received from Pfizer from December 2004 to September 2006 in connection with a product development and marketing agreement covering Mast Out^®. Upon termination of this agreement in 2007, we recognized the remaining deferred income from non-refundable milestone payments and wrote-off the remaining unamortized cost of technology license rights. This resulted in a net increase to income before income taxes of approximately $602,000 during the third quarter of 2007.

Inventories include raw materials, work-in-process and finished goods and are recorded at the lower of standard cost which approximates cost on the first-in, first-out method or market (net realizable value). Work-in-process and finished goods inventories include materials, labor and manufacturing overhead.

ITEM 8 – FINANCIAL STATEMENTS

Our financial statements, together with the notes thereto and the report of the independent registered public accounting firm thereon, are set forth on Pages F-1 through F-18 at the end of this report. The index to these financial statements is as follows:

Report of Baker Newman & Noyes, LLC, Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2007 and 2008	F-2
Statements of Operations for the years ended December 31, 2006, 2007 and 2008	F-3
Statements of Stockholders’ Equity for the years ended December 31, 2006, 2007 and 2008	F-4
Statements of Cash Flows for the years ended December 31, 2006, 2007 and 2008	F-5
Notes to Financial Statements	F-6 to F-18

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

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ITEM 9A(T) – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. Our management, with the participation of the individual who serves as our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2008. Based on this evaluation, that officer concluded that our disclosure controls and procedures were effective as of that date. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting. The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management conducted an evaluation of the effectiveness of the internal controls over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included a review of the documentation of controls, evaluation of the design effectiveness of controls, testing the operating effectiveness of the controls and a conclusion on this evaluation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. Based on management’s assessment and those criteria, management believes that the internal control over financial reporting as of December 31, 2008 was effective.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s internal control report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report.

Changes in Internal Controls over Financial Reporting. There was no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

None

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PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Information with respect to our directors is incorporated herein by reference to the section of our 2009 Proxy Statement titled “Election of the Board of Directors”, which we intend to file with the Securities and Exchange Commission within 120 days after the end of our fiscal year. The information required by this item with respect to our executive officers is contained in Item 1 of Part I of this Annual Report on Form 10-K under the heading Executive Officers of the Registrant. There is no family relationship between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

ITEM 11 – EXECUTIVE COMPENSATION

Information regarding cash compensation paid to our executive officers is incorporated herein by reference to the section of our 2009 Proxy Statement titled “Executive Compensation”, which we intend to file with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding ownership of our common stock by certain owners and management is incorporated herein by reference to the section of our 2009 Proxy Statement titled “Security Ownership of Certain Beneficial Owners and Management”, which we intend to file with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related transactions is incorporated herein by reference to the section of our 2009 Proxy Statement titled “Certain Relationships and Related Transactions”, which we intend to file with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding our principal accountant fees and services is incorporated by reference to the section of our 2009 Proxy Statement titled “Principal Accountant Fees and Services”, which we intend to file with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

ITEM 15 – EXHIBITS

3.1	Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s 1987 Registration Statement Number 33-12722 on Form S-1 as filed with the Commission).
3.2	Certificate of Amendment to the Company’s Certificate of Incorporation effective July 23, 1990.
3.3	Certificate of Amendment to the Company’s Certificate of Incorporation effective August 24, 1992.
3.4	Bylaws of the Registrant as amended.
4.1	Rights Agreement dated as of September 5, 1995, between the Registrant and American Stock Transfer and Trust Co., as Rights Agent, which includes as Exhibit A thereto the form of Right Certificate and as Exhibit B thereto the Summary of Rights to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated September 5, 1995).
4.1A	Second Amendment to Rights Agreement dated as of June 30, 2008.
10.1+	1989 Stock Option and Incentive Plan of the Registrant.

27

10.2+	Form of Incentive Stock Option Agreement.
10.3+	Form of Indemnification Agreement (updated) entered into with each of the Registrant’s Directors and Officers (incorporated by reference to Exhibit 10.3A to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006).
10.4+	Employment Agreement dated April 29, 1999 between the Registrant and Michael F. Brigham.
10.5+	Employment Agreement dated April 29, 1999 between the Registrant and Joseph H. Crabb.
10.6+	2000 Stock Option and Incentive Plan of the Registrant.
10.7+	Form of Incentive Stock Agreement.
10.8+	Amended Employment Agreement dated as of January 1, 2005 between the Registrant and Joseph H. Crabb (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 4, 2005).
10.9+	Amended and restated Employment Agreement between the Registrant and Joseph H. Crabb, effective July 28, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 28, 2005).
14	Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).
23	Consent of Baker Newman & Noyes, LLC.
31	Rule 13a-14(a) Certifications.
32	Section 1350 Certifications.

+ Management contract or compensatory plan or arrangement.

28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

ImmuCell Corporation

Portland, Maine

We have audited the balance sheets of ImmuCell Corporation as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in note 2(k) to the financial statements, in 2006 ImmuCell Corporation changed its method of accounting for stock-based compensation in accordance with guidance provided in Statement of Financial Accounting Standards No. 123R, Share-Based Payments.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ImmuCell Corporation as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. We were not engaged to examine management’s assessment of the effectiveness of ImmuCell Corporation’s internal control over financial reporting as of December 31, 2008 included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting (Item 9A(T)) and, accordingly, we do not express an opinion thereon.

Portland, Maine	/s/ Baker Newman & Noyes
March 25, 2009	Baker Newman & Noyes, LLC

F-1

IMMUCELL CORPORATION

BALANCE SHEETS

AS OF DECEMBER 31, 2007 and 2008

	2007			2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,192,637		$	1,199,929
Short-term investments		4,218,880			3,854,103
Trade accounts receivable, net of allowance for doubtful accounts of $10,000 and $8,000 at December 31, 2007 and 2008, respectively		712,224			480,752
Income taxes receivable		126,872			362,474
Other receivables		80,858			51,378
Inventories		588,609			596,404
Current portion of deferred tax asset		75,066			91,537
Prepaid expenses		70,215			92,622
Total current assets		7,065,361			6,729,199
PROPERTY, PLANT AND EQUIPMENT, at cost:
Laboratory and manufacturing equipment		2,249,866			2,480,400
Building and improvements		2,335,895			2,402,979
Office furniture and equipment		188,245			190,799
Construction in progress		42,388			84,827
Land		50,000			50,000
		4,866,394			5,209,005
Less-accumulated depreciation		1,926,008			2,273,663
Net property, plant and equipment		2,940,386			2,935,342
LONG-TERM PORTION OF DEFERRED TAX ASSET		340,037			431,707
PRODUCT RIGHTS AND OTHER ASSETS, net of accumulated amortization of $1,269,000 and $1,304,000 at December 31, 2007 and 2008, respectively		66,704			31,945
TOTAL ASSETS	$	10,412,488		$	10,128,193
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accrued expenses	$	237,181		$	382,855
Accounts payable		118,336			101,637
Total current liabilities		355,517			484,492
STOCKHOLDERS’ EQUITY:
Common stock, Par value-$0.10 per share, Authorized-8,000,000 shares, Issued-3,261,148 shares at December 31, 2007 and 2008		326,115			326,115
Capital in excess of par value		9,668,872			9,722,967
Accumulated surplus		864,929			396,372
Treasury stock, at cost-368,672 and 366,496 shares at December 31, 2007 and 2008, respectively		(802,945	)		(801,753	)
Total stockholders’ equity		10,056,971			9,643,701
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	10,412,488		$	10,128,193

The accompanying notes are an integral part of these financial statements.

F-2

IMMUCELL CORPORATION

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2006, 2007 and 2008

	2006			2007			2008
REVENUES:
Product sales	$	4,305,890		$	4,772,331		$	4,628,308
Royalty income		21,080			49,306			5,382
Technology licensing revenue		461,886			1,247,550			--
Grant income		12,414			--			--
Total revenues		4,801,270			6,069,187			4,633,690
COSTS AND EXPENSES:
Product costs		1,882,364			2,268,817			2,559,053
Product development expenses		965,926			1,579,352			1,746,233
General and administrative expenses		711,712			843,341			926,287
Product selling expenses		470,587			505,574			569,714
Total costs and expenses		4,030,589			5,197,084			5,801,287
Net operating income (loss)		770,681			872,103			(1,167,597	)
Interest income		267,933			276,370			204,479
Other income (expense), net		(4,564	)		(4,830	)		2,465
Net interest and other income		263,369			271,540			206,944
INCOME (LOSS) BEFORE INCOME TAXES		1,034,050			1,143,643			(960,653	)
INCOME TAX EXPENSE (BENEFIT)		386,913			481,505			(492,096	)
NET INCOME (LOSS)	$	647,137		$	662,138		$	(468,557	)
NET INCOME PER COMMON SHARE:
Basic	$	0.22		$	0.23		$	(0.16	)
Diluted	$	0.21		$	0.22		$	(0.16	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		2,888,128			2,897,488			2,893,597
Diluted		3,051,470			3,033,797			2,893,597

The accompanying notes are an integral part of these financial statements.

F-3

IMMUCELL CORPORATION

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2006, 2007 and 2008

	Common Stock $0.10 Par Value			Capital in Excess of Par Value			Accumulated (Deficit) Surplus			Treasury Stock					Total Stockholders’ Equity
	Shares	Amount								Shares		Amount
BALANCE,
December 31, 2005	3,261,148	$	326,115	$	9,345,896		$	(444,346	)	411,335		$	(670,153	)	$	8,557,512
Net income	--		--		--			647,137		--			--			647,137
Exercise of stock options, net	--		--		122,880			--		(76,788	)		63,555			186,435
Stock-based compensation	--		--		35,922			--		--			--			35,922
Tax benefits related To stock options	--		--		61,040			--		--			--			61,040
Acquisition of treasury stock	--		--		--			--		30,907			(156,032	)		(156,032	)
BALANCE,
December 31, 2006	3,261,148		326,115		9,565,738			202,791		365,454			(762,630	)		9,332,014
Net income	--		--		--			662,138		--			--			662,138
Exercise of stock Options	--		--		13,077			--		(12,000	)		25,135			38,212
Stock-based compensation	--		--		87,224			--		--			--			87,224
Tax benefits related To stock options	--		--		2,833			--		--			--			2,833
Acquisition of treasury stock	--		--		--			--		15,218			(65,450	)		(65,450	)
BALANCE,
December 31, 2007	3,261,148		326,115		9,668,872			864,929		368,672			(802,945	)		10,056,971
Net income (loss)	--		--		--			(468,557	)	--			--			(468,557	)
Exercise of stock Options, net	--		--		(1,190	)		--		(2,176	)		1,192			2
Stock-based compensation	--		--		55,285			--		--			--			55,285
BALANCE,
December 31, 2008	3,261,148	$	326,115	$	9,722,967		$	396,372		366,496		$	(801,753	)	$	9,643,701

The accompanying notes are an integral part of these financial statements.

F-4

IMMUCELL CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2006, 2007 and 2008

	2006			2007			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	647,137		$	662,138		$	(468,557	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		246,125			309,087			363,770
Amortization		260,167			479,809			35,334
Deferred income taxes		(101,000	)		435,203			(108,141	)
Stock-based compensation		35,922			87,224			55,285
Loss on disposal of fixed assets		6,958			6,594			51,898
Changes in:
Receivables		76,048			(172,369	)		260,952
Income taxes receivable/payable		196,023			(367,199	)		(235,602	)
Inventories		(85,093	)		200,569			(7,795	)
Prepaid expenses and other assets		17,305			(10,613	)		(22,982	)
Accounts payable		13,285			23,853			(16,699	)
Accrued expenses		81,594			(57,189	)		145,674
Deferred revenue		188,114			(1,247,550	)		--
Net cash provided by operating activities		1,582,585			349,557			53,137
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(209,921	)		(1,527,825	)		(410,624	)
Maturities of short-term investments		5,784,065			5,850,341			4,903,880
Purchases of short-term investments		(7,099,659	)		(4,803,885	)		(4,539,103	)
Net cash used for investing activities		(1,525,515	)		(481,369	)		(45,847	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Tax benefits related to stock options		61,040			2,833			--
Proceeds from exercise of stock options		186,435			38,212			2
Acquisition of treasury stock		(156,032	)		(65,450	)		--
Net cash provided by (used for) financing activities		91,443			(24,405	)		2
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		148,513			(156,217	)		7,292
BEGINNING CASH AND CASH EQUIVALENTS		1,200,341			1,348,854			1,192,637
ENDING CASH AND CASH EQUIVALENTS	$	1,348,854		$	1,192,637		$	1,199,929
INCOME TAXES (PAID) REFUNDED, NET	$	(230,850	)	$	(410,039	)	$	147,730
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Change in capital expenditures included in accounts payable	$	155,042		$	(155,042	)	$	--
Treasury stock acquired upon exercise of stock options	$	95,994		$	--		$	--

The accompanying notes are an integral part of these financial statements.

F-5

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS

1. BUSINESS OPERATIONS

ImmuCell Corporation (the “Company”) is an animal health biotechnology company primarily engaged in the development, manufacture and sale of products that improve the health and productivity of cows for the dairy and beef industry. The Company was originally incorporated in Maine in 1982 and reincorporated in Delaware in 1987, in conjunction with its initial public offering of common stock. The Company is subject to certain risks associated with its stage of development including dependence on key individuals, competition from other larger companies, the successful sales of existing products and the development and acquisition of additional commercially viable products with appropriate regulatory approvals, where applicable.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Cash, Cash Equivalents and Short-Term Investments

We consider all highly liquid investment instruments that mature within three months of their purchase dates to be cash equivalents. Cash equivalents are principally invested in securities backed by the U.S. government. Certain cash balances in excess of Federal Deposit Insurance Corporation (“FDIC”) limits per financial institution are maintained in money market accounts at financial institutions that are secured, in part, by the Securities Investor Protection Corporation. Amounts in excess of these FDIC limits per bank that are not invested in securities backed by the U.S. government aggregated $1,071,000 and $928,000 at December 31, 2007 and 2008, respectively. Short-term investments are classified as held to maturity and are comprised principally of certificates of deposits that mature in more than three months from their purchase dates and not more than twelve months from the balance sheet date and are held at different financial institutions that are insured by the FDIC within FDIC limits. The Emergency Economic Stabilization Act of 2008 increased these insurance limits from $100,000 each to $250,000 each for the period from October 3, 2008 to December 31, 2009.

Cash, cash equivalents and short-term investments consist of the following (in thousands):

	As of December 31,				Increase (Decrease)
	2007		2008
Cash and cash equivalents	$	1,193	$	1,200	$	7
Short-term investments		4,219		3,854		(365	)
	$	5,412	$	5,054	$	(358	)

(b) Inventories

Inventories include raw materials, work-in-process and finished goods and are recorded at the lower of cost, on the first-in, first-out method, or market (net realizable value). Work-in-process and finished goods inventories include materials, labor and manufacturing overhead. Inventories consist of the following (in thousands):

	As of December 31,				Increase (Decrease)
	2007		2008
Raw materials	$	182	$	180	$	(2	)
Work-in-process		396		292		(104	)
Finished goods		11		124		113
		$589		$596		$7

F-6

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

(c) Property, Plant and Equipment

We depreciate property, plant and equipment on the straight-line method by charges to operations in amounts estimated to expense the cost of the assets from the date they are first put into service to the end of the estimated useful lives of the assets. The cost of the building, acquired in 1993, and the subsequent addition thereto, completed in 2001, are being depreciated through 2023. Related building improvements are depreciated over ten year periods. Large and durable fixed assets are depreciated over their useful lives that are generally estimated to be ten years. Other fixed assets and computer equipment are depreciated over their useful lives that are generally estimated to be five and three years, respectively.

(d) Intangible Assets

We amortize intangible assets on the straight-line method by charges to operations in amounts estimated to expense the cost of the assets from the date they are first put into service to the end of the estimated useful lives of the assets. The $250,000 acquisition of product rights related to Wipe Out^® Dairy Wipes in December 1999 is being amortized to cost of sales over the ten year period ending in December 2009, and the related manufacturing rights acquired in 2001 for $45,000 are being amortized to cost of sales through December 2009. Such amortization expense is expected to aggregate $30,000 in 2009. The $75,000 acquisition of product rights related to MASTiK^® was amortized to cost of sales through June 2008. No material changes are anticipated in the remaining useful lives of intangible assets.

In November 2004, we capitalized a payment of approximately $965,000 made to Nutrition 21, Inc. to buy out certain future milestone and royalty payment obligations relating principally to Mast Out^®. In connection with Pfizer’s termination of a product development and marketing agreement covering Mast Out^®, we amortized the remaining balance of this asset during the third quarter of 2007. Product development expenses included such amortization expense amounting to approximately $220,000 and $439,000 during the years ended December 31, 2006 and 2007, respectively.

We continually assess the realizability of these assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. If an impairment review is triggered, we evaluate the carrying value of long-lived assets by determining if impairment exists based on estimated undiscounted future cash flows over the remaining useful life of the assets and comparing that value to the carrying value of the assets. If the carrying value of the asset is greater than the estimated future cash flows, the asset is written down to its estimated fair value. The cash flow estimates that are used contain our best estimates, using appropriate and customary assumptions and projections at the time. We also review the estimated useful life of intangible assets at the end of each reporting period, making any necessary adjustments. Management believes that none of these assets were impaired as of December 31, 2008.

(e) Disclosure of Fair Value of Financial Instruments and Concentration of Risk

Financial instruments consist mainly of cash and cash equivalents, short-term investments, accounts receivable and accounts payable. Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash, cash equivalents, short-term investments and accounts receivable. We invest our short-term investments in financial instruments that are insured by the FDIC. Concentration of credit risk with respect to accounts receivable is principally limited to certain customers to whom we make substantial sales. To reduce risk, we routinely assess the financial strength of our customers and, as a consequence, believe that our accounts receivable credit risk exposure is limited. We maintain an allowance for potential credit losses, but historically we have not experienced significant credit losses related to an individual customer or groups of customers in any particular industry or geographic area. The carrying amounts of our financial instruments approximate fair market value.

F-7

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

We believe that supplies and raw materials for the production of our products are available from more than one vendor or farm. Our policy is to maintain more than one source of supply for the components used in our products. However, there is a risk that we could have difficulty in efficiently acquiring essential supplies.

(f) Revenue Recognition

Revenues related to the sale of manufactured products are recorded when title and risk of loss have passed to the customer, which is at the time of shipment and when collectibility is reasonably assured. Non-refundable grant income is recognized as reimbursable expenses are incurred. Indirect costs which are billed to the government are subject to their review. Royalty income is recorded on the accrual basis based on sales as reported to us by our licensee pursuant to the terms of the agreement. Revenues from non-refundable upfront payments are deferred and recognized ratably over the period during which the earning process is completed.

We received a $1,500,000 up front payment from Pfizer in connection with the December 2004 product development and marketing agreement covering Mast Out^®. During 2006, we received additional milestone payments aggregating $650,000. We had been recognizing this revenue from the date of receipt through December 31, 2008. In connection with Pfizer’s termination of the agreement, the remaining deferred revenue was recognized during the third quarter of 2007. Accordingly, we recognized $444,000 and $1,230,000 during the years ended December 31, 2006 and 2007, respectively. The provisions of the Financial Accounting Standards Board’s (FASB’s) Emerging Issues Task Force No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables”, were considered in connection with this transaction. See Note 10.

(g) Expense Recognition

Advertising costs are expensed when incurred, which is generally during the month in which the advertisement is published. Advertising expenses amounted to $189,000, $202,000 and $140,000 during the years ended December 31, 2006, 2007 and 2008, respectively. All product development expenses are expensed as incurred, as are all related patent costs.

(h) Income Taxes

We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. This statement requires that we recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences and carryforwards to the extent they are realizable. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. In addition, we are subject to periodic audits and examinations by the IRS and other taxing authorities. Although we believe that our estimates are reasonable, actual results could differ from these estimates. See Note 4.

(i) Net Income (Loss) Per Common Share

The net income (loss) per common share has been computed in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share”. The basic net income per common share has been computed by dividing net income by the weighted average number of common shares outstanding during the period. The diluted net income per common share reflects the potential dilution from outstanding stock options as shown below. The net loss per common share has been computed by dividing the net loss by the weighted average number of common shares outstanding during the period, without giving consideration to outstanding stock options because the impact would be anti-dilutive.

F-8

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

	Year Ended December 31,
	2006		2007		2008
Weighted average number of shares outstanding during the period	2,888,128		2,897,488		2,893,597
Dilutive stock options	382,872		338,654		--
Shares that could have been repurchased with the proceeds from the dilutive stock options	(219,530	)	(202,344	)	--
Diluted number of shares outstanding during the period	3,051,470		3,033,797		2,893,597
Outstanding stock options not included in the calculation because the effect would be anti-dilutive	51,000		149,555		416,000

For additional disclosures regarding the outstanding common stock options, see Note 5(a) and (b).

(j) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual amounts could differ from those estimates.

(k) Employee Stock-Based Compensation

Effective January 1, 2006, we implemented the provisions of Revised Statement of Financial Accounting Standards No. 123, Share-Based Payments (“SFAS 123R”), using the modified prospective transition method. SFAS 123R eliminates the ability to account for stock-based compensation transactions using APB Opinion No. 25 and generally requires us to recognize compensation expense for stock-based payments using the fair-value-based method. The fair value of each stock option grant has been estimated on the date of grant using the Black-Scholes option pricing model, as detailed in Note 5(b). Accordingly, we recorded $36,000, $87,000 and $55,000 of compensation expense pertaining to stock-based compensation, which resulted in a reduction in income (or increase in loss) before income taxes of approximately $0.01, $0.03 and $0.02 per share (before the effect of income taxes), during the twelve month periods ended December 31, 2006, 2007 and 2008, respectively. SFAS 123R requires us to reflect gross tax savings resulting from tax deductions in excess of expense reflected in our financial statements as a financing cash flow, but there were no such tax deductions during the three years in the period ended December 31, 2008.

(l) New Accounting Pronouncements

Effective January 1, 2007, we implemented the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainties in Income Taxes”. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. The interpretation applies to all tax positions accounted for in accordance with Statement 109 and requires a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in an income tax return. Subsequent recognition, derecognition, and measurement is based on management’s best judgment given the facts, circumstances and information available at the reporting date. The adoption of this Interpretation did not have a material impact on our financial condition, results of operations, earnings per share or cash flows.

Effective January 1, 2008, the FASB issued No. 157, “Fair Value Measures”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and requires additional disclosures about fair value

F-9

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

measurements. SFAS No. 157 applies to fair value measurements that are already required or permitted by other accounting standards, except for measurements of share-based payments and measurements that are similar to, but not intended to be, fair value and does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption of this Statement did not have a material impact on our financial condition, results of operations, earnings per share, cash flows or financial statement disclosures.

3. ACCRUED EXPENSES

Accrued expenses consisted of the following (in thousands):

	As of December 31,
	2007		2008
Professional fees	$	61	$	49
Payroll		119		124
Product development expenses		--		76
Other		57		134
	$	237	$	383

4. INCOME TAXES

We account for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes. This statement requires that we recognize a current tax liability or asset for current taxes payable or receivable and a deferred tax liability or asset for the estimated future tax effects of temporary differences and carryforwards to the extent they are realizable. We believe it is more likely than not that the deferred tax assets will be realized through future tax effects of temporary differences between book income and taxable income. Accordingly, we have not established a valuation allowance for the deferred tax assets. Our income tax expense aggregated $387,000 (37.4% of income before income taxes) and $482,000 (42.1% of income before income taxes) for the years ended December 31, 2006 and 2007, respectively. Our income tax benefit aggregated $492,000 (51.2% of the loss before income taxes) for the year ended December 31, 2008. The income tax provision consists of the following (in thousands):

	Year Ended December 31,
	2006			2007		2008
Current
Federal	$	391		$	34	$	(384	)
State		96			11		--
Foreign		1			2		--
		488			47		(384	)
Deferred
Federal		(78	)		340		(30	)
State		(23	)		95		(78	)
		(101	)		435		(108	)
Total	$	387		$	482	$	(492	)

F-10

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

Total currently payable income taxes were reduced by the benefits related to stock options of approximately $61,000, $3,000 and $0 in 2006, 2007 and 2008, respectively. The actual income tax expense differs from the expected tax computed by applying the U.S. Federal corporate tax rate of 34% to income before income tax as follows (in thousands):

	Year Ended December 31,
	2006			2007			2008
Computed expected tax expense	$	352		$	389		$	(327	)
State income taxes, net of federal benefit		48			70			(51	)
Foreign tax on royalty income		1			2			--
Tax exclusion – foreign sales and manufacturing activities		(24	)		(3	)		--
Share-based compensation		10			28			19
Research and development tax credit		--			--			(75	)
Other		--			(4	)		(58	)
Total income tax expense (benefit)	$	387		$	482		$	(492	)

The significant components of our deferred tax assets and liabilities are as follows (in thousands):

	As of December 31,
	2007			2008
Deferred tax assets (liabilities):
Deferred revenue and other reserves	$	4		$	3
Product rights		352			317
Depreciation		(63	)		(62	)
Capitalized research and experimentation		171			102
Research and development tax credit		--			75
State net operating loss carry forward		--			104
Prepaid expenses and other		(49	)		(16	)
Deferred tax assets	$	415		$	523

In order to accelerate the utilization of available net operating loss carryforwards in advance of their expiration dates, we elected to increase income for federal income tax purposes by capitalizing research and experimentation expenditures aggregating $1,731,000 for our 2000 and 2001 tax returns. Accordingly, we recorded amortization of these capitalized expenditures of $90,000 in 2000 and $173,000 in each of the eight years ended December 31, 2008 for tax return purposes. We expect to amortize approximately $173,000 in the year ending December 31, 2009 as well as $84,000 for the year ended December 31, 2010 for tax return purposes only. We carried back our 2008 federal net operating loss of approximately $1,151,000 to previous years for tax return purposes, and we have a state net operating loss carryforward of approximately $1,159,000 that expires, if not utilized, in 2028. The $1,500,000 payment from Pfizer that we received in December 2004 was treated as taxable income in 2004, for tax return purposes only. The $965,000 payment made to Nutrition 21 in November 2004 was treated as an intangible asset and is being amortized over 15 years, for tax return purposes only.

The company files income tax returns in the U.S. federal jurisdiction and several state and foreign jurisdictions. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2005. We currently have no tax examinations in progress. We also have not paid additional taxes, interest or penalties as a result of tax examinations nor do we have any unrecognized tax benefits for any of the periods in the accompanying financial statements.

F-11

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

5. STOCKHOLDERS’ EQUITY

(a) Stock Option Grants Outside of Stock Option Plans

On March 1, 1999, 31,100 non-qualified stock options were issued to each of the three then-serving executive officers at an exercise price of $1.31 per share, the then current market price of our common stock, vesting as to one-third in each of March 2000, 2001 and 2002. These options were granted outside of the stock option plans described below. In 2000, 20,734 of these options terminated when one of the officers separated from the Company. In September 2001, that former officer exercised 10,300 of these options and 66 of these options expired without being exercised. In February 2009, the aggregate of 34,200 of the outstanding options were exercised by two current executive officers and the remaining 28,000 of these options expired without being exercised. The aggregate intrinsic value of these outstanding options approximated $139,000 and $22,000 as of December 31, 2007 and 2008, respectively.

(b) Stock Option Plans

In May 1989, the stockholders approved the 1989 Stock Option and Incentive Plan (the “1989 Plan”) pursuant to the provisions of the Internal Revenue Code of 1986, under which employees may be granted options to purchase shares of the Company’s common stock at i) no less than fair market value on the date of grant in the case of incentive stock options and ii) no less than 85% of fair market value on the date of grant in the case of non-qualified stock options. Vesting requirements are determined by the Compensation and Stock Option Committee of the Board of Directors on a case by case basis. All options granted under the 1989 Plan expire no later than ten years from the date of grant. The 1989 Plan expired in March 1999, and no further options may be granted under the 1989 Plan. However, outstanding options under the 1989 Plan may be exercised in accordance with their terms. The last 41,800 options under the 1989 plan were exercised in February 2009.

In June 2000, the stockholders approved the 2000 Stock Option and Incentive Plan (the “2000 Plan”) pursuant to the provisions of the Internal Revenue Code of 1986, under which employees and certain service providers may be granted options to purchase shares of the Company’s common stock at i) no less than fair market value on the date of grant in the case of incentive stock options and ii) no less than 85% of fair market value on the date of grant in the case of non-qualified stock options. Vesting requirements are determined by the Compensation and Stock Option Committee of the Board of Directors on a case by case basis. Originally, 250,000 shares of common stock were reserved for issuance under the 2000 Plan. The stockholders of the Company approved an increase in this number to 500,000 shares in June 2001. All options granted under the 2000 Plan expire no later than ten years from the date of grant. The 2000 Plan expires in June 2010, after which date no further options may be granted under the 2000 Plan. However, any outstanding options under the 2000 Plan may be exercised in accordance with their terms.

In June 2000, the stockholders approved the 2000 Stock Option Plan for Outside Directors (the “2000 Outside Director Plan”) pursuant to the provisions of the Internal Revenue Code of 1986, under which each of the five, then-serving outside directors of the Company was automatically granted a non-qualified stock option to purchase 15,000 shares of common stock at its fair market value on the date the 2000 Outside Director Plan was approved by the stockholders. Directors who are newly elected to the Board subsequent to June 2000 receive an automatic grant of an option to purchase 15,000 shares, at fair market value on the date when such directors are first elected to the Board by the stockholders. One-third of the options subject to the grant vest on the date that the director is re-elected to the Board by the stockholders; an additional 5,000 options vest on the second date that the director is re-elected to the Board by the stockholders; and the remaining 5,000 options vest on the third date that the director is re-elected to the Board by the stockholders. Directors of the Company are elected at each

F-12

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

Annual Meeting of Stockholders for one-year terms. The 2000 Outside Director Plan expired in June 2005, after which date no further options may be granted under the 2000 Outside Director Plan. The last 15,000 options under the 2000 Outside Director Plan were exercised during 2006.

Activity under the stock option plans described above was as follows:

	1989 Plan		2000 Plan		2000 Outside Director Plan		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at December 31, 2005	89,672		268,766		15,000		$	3.16
Grants	--		115,000		--		$	5.60
Terminations	--		(26,166	)	--		$	4.37
Exercises	(35,000	)	(40,600	)	(15,000	)	$	3.12
Outstanding at December 31, 2006	54,672		317,000		--		$	3.84	$	784,000
Grants	--		44,000		--		$	4.98
Terminations	(11,872	)	(8,000	)	--		$	3.58
Exercises	(1,000	)	(11,000	)	--		$	3.18
Outstanding at December 31, 2007	41,800		342,000		--		$	4.01	$	(175,000	)
Grants	--		44,000		--		$	3.22
Terminations	--		(69,000	)	--		$	4.78
Exercises	--		(5,000	)	--		$	1.94
Outstanding at December 31, 2008	41,800		312,000		--		$	3.79	$	(752,000	)
Exercisable at December 31, 2008	41,800		184,666		--		$	3.33	$	(379,000	)
Reserved for future grants	--		95,667		--

At December 31, 2008, 416,000 shares of common stock were reserved for future issuance under all outstanding stock options described above, and an additional 95,667 common shares were reserved for the potential issuance of stock options in the future under the 2000 Plan. The weighted average remaining life of the options outstanding under the 1989 Plan and the 2000 Plan as of December 31, 2008 was approximately four years and one month. The exercise price of the options outstanding and of the options exercisable as of December 31, 2008 ranged from $1.31 to $7.00 per share. Of the 115,000 options granted during 2006, 64,000 had exercise prices between $4.98 and $5.40 per share, 45,000 had exercise prices between $5.80 and $6.04 and 6,000 had exercise prices between $6.86 and $7.00. Of the 44,000 options granted during 2007, 9,000 had an exercise price of $3.81 per share and 35,000 had exercise prices between $5.25 and $5.74 per share. Of the 44,000 options granted during 2008, 24,000 had exercise prices between $3.00 and $3.18 per share and 20,000 had exercise prices between $3.35 and $3.75 per share. The aggregate intrinsic value of options exercised during 2006, 2007 and 2008 approximated $267,000, $28,000 and $7,000, respectively. The weighted-average grant date fair values of options granted during 2006, 2007 and 2008 were $1.66, $2.31 and $1.35 per share, respectively. The fair value of each stock option grant has been estimated on the date of grant using the Black-Scholes option pricing model, for the purpose discussed in Note 2(k), with the following weighted-average assumptions:

	2006		2007		2008
Risk-free interest rate	4.9	%	4.4	%	2.8	%
Dividend yield	0		0		0
Expected volatility	35.3	%	46.7	%	43.7	%
Expected life	3 years		5 years		5 years

F-13

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

As of December 31, 2008, total unrecognized compensation costs related to non-vested stock-based compensation arrangements aggregated approximately $95,000. That cost is expected to be recognized at a declining rate through September 30, 2011, which represents the remaining vesting period of the outstanding non-vested stock options.

(c) Common Stock Rights Plan

In September 1995, the Board of Directors of the Company adopted a Common Stock Rights Plan and declared a dividend of one common share purchase right (a “Right”) for each of the then outstanding shares of the common stock of the Company. Each Right entitles the registered holder to purchase from the Company one share of common stock at an initial purchase price of $70.00 per share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Co., as Rights Agent.

The Rights become exercisable and transferable apart from the common stock upon the earlier of i) 10 days following a public announcement that a person or group (acquiring person) has, without the prior consent of the Continuing Directors (as such term is defined in the Rights Agreement), acquired beneficial ownership of 15% or more of the outstanding common stock, or ii) 10 days following commencement of a tender offer or exchange offer the consummation of which would result in ownership by a person or group of 20% or more of the outstanding common stock (the earlier of such dates being called the “Distribution Date”).

Upon the acquisition of 15% or more of the Company’s common stock by an acquiring person, the holder of each Right not owned by the acquiring person would be entitled to purchase common stock having a market value equal to two times the exercise price of the Right (i.e., at a 50% discount). If, after the Distribution Date, the Company should consolidate or merge with any other entity and the Company were not the surviving company, or, if the Company were the surviving company, all or part of the Company’s common stock were changed or exchanged into the securities of any other entity, or if more than 50% of the Company’s assets or earning power were sold, each Right would entitle its holder to purchase, at the Rights’ then-current purchase price, a number of shares of the acquiring company’s common stock having a market value at that time equal to twice the Right’s exercise price.

At any time after a person or group becomes an acquiring person and prior to the acquisition by such person or group of 50% or more of the outstanding common stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of common stock per Right (subject to adjustment). At any time prior to 14 days following the date that any person or group becomes an acquiring person (subject to extension by the Board of Directors), the Board of Directors of the Company may redeem the then outstanding Rights in whole, but not in part, at a price of $.005 per Right, subject to adjustment.

On June 8, 2005, our Board voted to authorize an amendment of the Rights Agreement to extend the Final Expiration Date by an additional three years, to September 19, 2008. As of June 30, 2005, we entered into an amendment to the Rights Agreement with the Rights Agent reflecting such extension. No other changes were made to the terms of the Rights or the Rights Agreement at that time. On June 6, 2008 our Board voted to authorize an amendment of the Rights Agreement to extend the Final Expiration Date by an additional three years, to September 19, 2011 and to increase the ownership threshold for determining “Acquiring Person” status from 15% to 18%. As of June 30, 2008, we entered into an amendment to the Rights Agreement with the Rights Agent reflecting such extension and threshold increase. No other changes were made to the terms of the rights or the Rights Agreement.

F-14

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

6. COMMITMENTS AND CONTINGENT LIABILITIES

In March 2003, we entered into an agreement with a vendor that has offered to perform certain manufacturing services for us relating to Mast Out^®. The agreement with the vendor provides for a termination payment of $100,000 in certain circumstances. We have accrued no liability for any such termination in the future.

Our By-Laws, as amended, in effect provide that the Company will indemnify its officers and directors to the maximum extent permitted by Delaware law. In addition, we make similar indemnity undertakings to each director through a separate indemnification agreement with that director. The maximum payment that we may be required to make under such provisions is theoretically unlimited and is impossible to determine. We maintain directors’ and officers’ liability insurance, which may provide reimbursement to the Company for payments made to, or on behalf of, officers and directors pursuant to the indemnification provisions. Our indemnification obligations were grandfathered under the provisions of FIN No. 45. Accordingly, we have recorded no liability for such obligations as of December 31, 2008. Since our incorporation, we have had no occasion to make any indemnification payment to any of our officers or directors for any reason.

We enter into agreements with third parties in the ordinary course of business under which we are obligated to indemnify such third parties for and against various risks and losses. The precise terms of such indemnities vary with the nature of the agreement. In many cases, the Company limits the maximum amount of its indemnification obligations, but in some cases those obligations may be theoretically unlimited. We have not incurred material expenses in discharging any of these indemnification obligations, and based on our analysis of the nature of the risks involved, we believe that the fair value of these agreements is minimal. Accordingly, we have recorded no liabilities for these obligations as of December 31, 2008.

We entered into an employment contract with our president and chief executive officer, which could require us to pay three months’ salary as severance pay depending upon the circumstances of any termination of employment of this key employee.

The development, manufacturing and marketing of human and animal health care products entails an inherent risk that liability claims will be asserted against us. We feel that we have reasonable levels of liability insurance to support our operations.

7. SEGMENT AND SIGNIFICANT CUSTOMER INFORMATION

We principally operate in the business segment described in Note 1. Pursuant to SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, we operate in one reportable business segment, that being the development, acquisition, manufacture and sales of products that improve the health and productivity of cows for the dairy and beef industries. The significant accounting policies of this segment are described in Note 2.

F-15

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

Our primary customers for the majority of our product sales (85%, 79% and 84% for the years ended December 31, 2006, 2007 and 2008, respectively) are in the U.S. dairy and beef industry. Revenues derived from foreign customers, who are also in the dairy and beef industry, aggregated 12%, 19% and 13% of our total product sales for the years ended December 31, 2006, 2007 and 2008, respectively. Sales to significant customers as a percentage of total product sales are detailed in the following table:

	Year Ended December 31,
	2006		2007		2008
Animal Health International, Inc.	18	%	26	%	21	%
Lextron, Inc./Vet Pharm, Inc. (1)	10	%	10	%	15	%
MWI Veterinary Supply Company	*		*		11	%

Accounts receivable due from significant customers amounted to the percentages of total trade accounts receivable as detailed in the following table:

	As of December 31,
	2007		2008
Animal Health International, Inc.	33	%	37	%
MWI Veterinary Supply Company	*		14	%
TCS Biosciences, Ltd.	16	%	*

* Amount is less than 10% of Company totals.

(1) Figures reported reflect the August 2007 acquisition of Vet Pharm, Inc. by Lextron, Inc. as if the transaction had been completed as of January 1, 2007.

8. RELATED PARTY TRANSACTIONS

Dr. David S. Tomsche (a member of our Board of Directors) is a controlling owner of Stearns Veterinary Outlet, Inc., a domestic distributor of ImmuCell products (First Defense^®, Wipe Out^® Dairy Wipes, and CMT) and of J-t Enterprises of Melrose, Inc., an exporter of First Defense^®. His affiliated companies purchased approximately $72,000, $231,000 and $229,000 of products from ImmuCell during the years ended December 31, 2006, 2007 and 2008, respectively. Additionally, we spent approximately $2,000 and $9,000 on marketing support for affiliated companies controlled by Dr. Tomsche during the years ended December 31, 2007 and 2008, respectively.

9. EMPLOYEE BENEFITS

We have a 401(k) savings plan in which all employees completing one year of service with the Company (working at least 1,000 hours) are eligible to participate. Participants may contribute up to the maximum amount allowed by the Internal Revenue Service. We match 50% of each employee’s contribution to the plan up to a maximum match of 4% of each employee’s base compensation. Under this matching contribution program, we paid approximately $33,000, $33,000 and $38,000 to the plan for the years ended December 31, 2006, 2007 and 2008, respectively.

F-16

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

10. UNAUDITED QUARTERLY FINANCIAL DATA

The following tables present the quarterly information for fiscal years 2006, 2007 and 2008 (in thousands, except per share amounts):

	Three Months Ended
	March 31		June 30			September 30			December 31
	(In thousands, except per share amounts)
Fiscal 2006:
Product sales	$	1,438	$	749		$	1,059		$	1,060
Total revenues		1,544		842			1,193			1,223
Gross margin		929		363			593			538
Product development expenses		235		231			237			264
Income before income taxes		509		32			291			202
Net income		306		16			171			155
Net income per common share:
Basic	$	0.11	$	0.01		$	0.06		$	0.05
Diluted	$	0.10	$	0.01		$	0.06		$	0.05
Fiscal 2007:
Product sales	$	1,509	$	791		$	983		$	1,490
Total revenues		1,675		959			1,932			1,503
Gross margin		878		280			506			839
Product development expenses		266		294			589			430
Income (loss) before income taxes		508		(83	)		605			115
Net income (loss)		297		(60	)		354			72
Net income (loss) per common share:
Basic	$	0.10	$	(0.02	)	$	0.12		$	0.02
Diluted	$	0.10	$	(0.02	)	$	0.12		$	0.02
Fiscal 2008:
Product sales	$	1,631	$	826		$	924		$	1,247
Total revenues		1,636		826			924			1,248
Gross margin		817		379			303			570
Product development expenses		332		423			485			506
Income (loss) before income taxes		129		(339	)		(500	)		(251	)
Net income (loss)		78		(238	)		(268	)		(40	)
Net income (loss) per common share:
Basic	$	0.03	$	(0.08	)	$	(0.09	)	$	(0.01	)
Diluted	$	0.03	$	(0.08	)	$	(0.09	)	$	(0.01	)

11. LICENSING AND TECHNOLOGY LICENSING REVENUE

Revenue from non-refundable payments aggregating $2,150,000 paid by Pfizer in connection with a product development and marketing agreement covering Mast Out^® was deferred when the cash was received. We recognized this revenue as technology licensing revenue from December 2004 to July 2007, while this technology was licensed to Pfizer. In July 2007, Pfizer elected to terminate its product development and marketing agreement covering Mast Out^®. Accordingly, in the third quarter of 2007, we recognized the remaining deferred revenue of $931,000 and wrote off the remaining unamortized cost of associated technology rights of $329,000 acquired in November 2004. The product rights and related data have been returned to us, and

F-17

IMMUCELL CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS (Continued)

we are continuing the product development effort. Technology licensing revenue included the recognition of the related deferred revenue amounting to approximately $444,000 and $1,230,000 during the years ended December 31, 2006 and 2007, respectively. Technology licensing revenue also included earnings under a supplemental agreement aggregating $225,000 to supply and test additional clinical trial material for Pfizer. Most of our work (approximately 84% or $190,000) on that supplemental agreement was performed during the six months ended December 31, 2005. We recognized technology licensing revenue of $18,000 and $17,000 during the years ended December 31, 2006 and 2007, respectively, related to this supplemental agreement.

12. COMMON STOCK

During March 2006, two officers (both of whom are also directors) exercised stock options covering an aggregate of 24,000 shares of common stock. The exercise of these options was paid for principally with a stock-for-stock surrender of 13,812 shares of previously owned common stock with a fair market value of $95,994 at the time of exercise. During the twelve month period ended December 31, 2006, other employees and one outside director exercised stock options covering an aggregate of 66,600 shares. These options were exercised for cash, resulting in total proceeds of $186,435. During the twelve month period ended December 31, 2007, employees and one outside director exercised stock options covering the aggregate of 12,000 shares. These options were exercised for cash, resulting in total proceeds of $38,212. During the twelve month period ended December 31, 2008, one employee exercised stock options covering the aggregate of 5,000 shares. These options were exercised by the surrender of 2,824 shares of common stock with a fair market value of $9,700 at the time of exercise.

In April 2003, we announced that our Board of Directors had approved a plan to repurchase up to 100,000 shares of our common stock as market conditions warrant. In August 2007, our Board of Directors voted to discontinue the plan, determining that the funds available for repurchases could be better utilized to support increased product development activities at this time. Repurchases under the plan were made from time to time at the discretion of management. The maximum of 100,000 shares represented approximately 3.7% of our outstanding common stock as of March 31, 2003. Before this plan was terminated, we repurchased the aggregate of 52,025 shares of our common stock at a total cost of approximately $233,749 (average purchase price of $4.49 per share).

F-18

IMMUCELL CORPORATION

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			IMMUCELL CORPORATION
Date:	March 26, 2009	By:	/s/ Michael F. Brigham
			Michael F. Brigham President, Chief Executive Officer and Treasurer

POWER OF ATTORNEY

We, the undersigned directors and officers of ImmuCell Corporation hereby severally constitute and appoint Michael F. Brigham our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities, to sign any and all amendments to this report and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or to be done by virtue hereof.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date:	March 25, 2009	By:	/s/ Michael F. Brigham
			Michael F. Brigham President, Chief Executive Officer, Treasurer and Director
Date:	March 25, 2009	By:	/s/ Robert C. Bruce
			Robert C. Bruce, Director
Date:	March 25, 2009	By:	/s/ Joseph H. Crabb
			Joseph H. Crabb, Ph.D., Director
Date:	March 25, 2009	By:	/s/ William H. Maxwell
			William H. Maxwell, M.D., Director
Date:	March 25, 2009	By:	/s/ Linda Rhodes
			Linda Rhodes, VMD, Ph.D., Director
Date:	March 25, 2009	By:	/s/ Jonathan E. Rothschild
			Jonathan E. Rothschild, Director
Date:	March 25, 2009	By:	/s/ David S. Tomsche
			David S. Tomsche, DVM, Director

IMMUCELL CORPORATION

EXHIBIT INDEX

Exhibit 3.2	Certificate of Amendment to the Company’s Certificate of Incorporation effective July 23, 1990.
Exhibit 3.3	Certificate of Amendment to the Company’s Certificate of Incorporation effective August 24, 1992.
Exhibit 3.4	Bylaws of the Registrant as amended.
Exhibit 4.1A	Second Amendment to Rights Agreement dated as of June 30, 2008.
Exhibit 10.1	1989 Stock Option and Incentive Plan of the Registrant.
Exhibit 10.2	Form of Incentive Stock Option Agreement.
Exhibit 10.4	Employment Agreement dated April 29, 1999 between the Registrant and Michael F. Brigham.
Exhibit 10.5	Employment Agreement dated April 29, 1999 between the Registrant and Joseph H. Crabb.
Exhibit 10.6	2000 Stock Option and Incentive Plan of the Registrant.
Exhibit 10.7	Form of Incentive Stock Option Agreement.
Exhibit 14	Code of Business Conduct and Ethics.
Exhibit 23	Consent of Baker Newman & Noyes, LLC.
Exhibit 31	Rule 13a-14(a) Certifications.
Exhibit 32	Section 1350 Certifications.

EX-3.2

IMMUCELL CORPORATION

EXHIBIT 3.2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IMMUCELL CORPORATION

IMMUCELL CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That pursuant to a unanimous written consent of the Board of directors of ImmuCell Corporation, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that said amendment be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED:  That this Board of Directors hereby declares it advisable that the Certificate of Incorporation of the Corporation be amended to (i) effect a one-for-100 reverse split of the Corporation’s presently issued common stock, (ii) proportionally decrease the authorized common stock from 350,000,000 shares to 3,500,000 shares and (iii) proportionally increase the par value of the common stock from $.001 per share to $.10 per share; and that the following proposed amendment be considered by the stockholders at the next Annual Meeting of Stockholders of the Corporation:

“Paragraph FOURTH of the Corporation’s Certificate of Incorporation is hereby deleted in its entirety and the following is substituted therefore:

FOURTH. (a) The total number of shares which the corporation shall have authority to issue is 3,500,000 shares of common stock with a par value of $.10 per share.

(b) On the date this amendment becomes effective, each share of common stock, par value $.001 per share, issued and outstanding, and each such share held as treasury stock, immediately prior to this amendment shall be automatically changed without further action into one one-hundredth (1/100) of a share of the common stock, par value $.10 per share, authorized by this amendment; provided that no fractional shares shall be issued pursuant to such change. The corporation shall pay to each stockholder who would otherwise be entitled to a fractional share as a result of such change the cash value of such fractional share based upon the average of the closing bid and asked prices of the corporation’s common stock on the last trading day immediately preceding the effective date of this amendment, as quoted on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) system or any comparable system, or if the common stock is not listed on NASDAQ or a comparable system, the average of the closing bid and asked prices as furnished by a member of the National Association of Securities Dealers selected by the Board of Directors for that purpose.”

SECOND: That thereafter, an annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the aforesaid amendment.

THIRD: That said amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, ImmuCell Corporation has caused this Certificate to be signed by Thomas G. Adelman, its President, and attested by Frank E. Ruch, Jr., its Secretary, this 23^rd day of July, 1990.

IMMUCELL CORPORATION
By:	/s/ Thomas G. Adelman
	Thomas G. Adelman
	President

ATTEST:
By:	/s/ Frank E. Ruch, Jr.
	Frank E. Ruch, Jr.
	Secretary

EX-3.3

IMMUCELL CORPORATION

EXHIBIT 3.3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IMMUCELL CORPORATION

IMMUCELL CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That pursuant to a unanimous written consent of the Board of Directors of ImmuCell Corporation, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that said amendment be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED:  That this Board of Directors hereby declares it advisable that the Certificate of Incorporation of the Corporation be amended by deleting paragraph FOURTH thereof in its entirety and substituting therefor the following:

“FOURTH. The total number of shares which the corporation shall have authority to issue is 8,000,000 shares of common stock with a par value of $.10 per share.”

and that the foregoing proposed amendment be considered at the next annual meeting of the stockholders of the Corporation.

SECOND: That thereafter, an annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the aforesaid amendment.

THIRD: That said amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, ImmuCell Corporation has caused this Certificate to be signed by Thomas C. Hatch, its President, and attested by Frank E. Ruch, Jr., its Secretary, this 24^th day of August, 1992.

IMMUCELL CORPORATION
By:	/s/ Thomas C. Hatch
	Thomas C. Hatch
	President

ATTEST:
By:	/s/ Frank E. Ruch, Jr.
	Frank E. Ruch, Jr.
	Secretary

EX-3.4

IMMUCELL CORPORATION

EXHIBIT 3.4

BY-LAWS OF IMMUCELL CORPORATION

A DELAWARE CORPORATION

AS AMENDEDTHROUGH MARCH 8, 1996

Table of Contents

		Page
ARTICLE I	MEETINGS OF STOCKHOLDERS	1
Section 1.	Place of Meetings	1
Section 2.	Annual Meeting	1
Section 3.	Special Meetings	1
Section 4.	Notice of Meetings	1
Section 5.	Voting List	1
Section 6.	Quorum	2
Section 7.	Adjournments	2
Section 8.	Action at Meetings	2
Section 9.	Voting and Proxies	2
Section 10.	Action Without Meeting	2
Section 11.	Nomination of Directors	3
Section 12.	Notice of Stockholder Business	4
ARTICLE II	DIRECTORS	4
Section 1.	Number, Election, Tenure and Qualification	4
Section 2.	Enlargement	5
Section 3.	Vacancies	5
Section 4.	Resignation and Removal	5
Section 5.	General Powers	5
Section 6.	Chairman of the Board	5
Section 7.	Place of Meetings	5
Section 8.	Regular Meetings	5
Section 9.	Special Meetings	5
Section 10.	Quorum, Action at Meeting, Adjournments	6
Section 11.	Action by Consent	6
Section 12.	Telephone Meetings	6
Section 13.	Committees	6
Section 14.	Compensation	7
ARTICLE III	OFFICERS	7
Section 1.	Enumeration	7
Section 2.	Election	7
Section 3.	Tenure	7
Section 4.	President	7
Section 5.	Vice-Presidents	8
Section 6.	Secretary	8

Section 7.	Assistant Secretaries	8
Section 8.	Treasurer	8
Section 9.	Assistant Treasurers	9
Section 10.	Bond	9
ARTICLE IV	NOTICES	9
Section 1.	Delivery	9
Section 2.	Waiver of Notice	9
ARTICLE V	INDEMNIFICATION	9
Section 1.	Actions other than by or in the Right of the Corporation	9
Section 2.	Actions by or in the Right of the Corporation	10
Section 3.	Success on the Merits	10
Section 4.	Specific Authorization	10
Section 5.	Advance Payment	10
Section 6.	Non-Exclusivity	11
Section 7.	Insurance	11
Section 8.	Continuation of Indemnification and Advancement of Expenses	11
Section 9.	Intent of Article	11
ARTICLE VI	CAPITAL STOCK	11
Section 1.	Certificates of Stock	11
Section 2.	Lost Certificates	12
Section 3.	Transfer of Stock	12
Section 4.	Record Date	12
Section 5.	Registered Stockholders	13
ARTICLE VII	CERTAIN TRANSACTIONS	13
Section 1.	Transactions with Interested Parties	13
Section 2.	Quorum	13
ARTICLE VIII	GENERAL PROVISIONS	14
Section 1.	Dividends	14
Section 2.	Reserves	14
Section 3.	Checks	14
Section 4.	Fiscal Year	14
Section 5.	Seal	14
ARTICLE IX	AMENDMENTS	14

- ii -

IMMUCELL CORPORAT ION

* * * * *

BY- LAWS

* * * * *

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders shall he held at such place within or without the State of Delaware as may be fixed from time to time by the board of directors or the chief executive officer, or if not so designated, at the registered office of the corporation.

Section 2. Annual Meeting. Commencing in calendar year 1988 annual meetings of stockholders shall be held on the third Tuesday in May in each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors or the chief executive officer, at which meeting the stockholders shall elect by a plurality vote a board of directors and shall transact such other business as may properly be brought before the meeting. If no annual meeting is held in accordance with the foregoing provisions, the board of directors shall cause the meeting to be held as soon thereafter as convenient, which meeting shall be designated a special meeting in lieu of annual meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may, unless otherwise prescribed by statute or by the certificate of incorporation, be called by the board of directors or the chief executive officer and shall be called by the chief executive officer or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, annual or special, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten or more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 5. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any

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purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or town where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of one-third of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, the certificate of incorporation or these by-laws.

Section 7. Adjournments. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these by-laws, which time and place shall he announced at the meeting, by a majority of the stockholders present in person or represented by proxy at the meeting and entitled to vote, though less than a quorum, or, if no stockholder is present or represented by proxy, by any officer entitled to preside at or to act as secretary of such meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjournment meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Action at Meetings. Except with respect to the election of directors, when a quorum is present at any meeting, the vote of the holders of a majority of the stock present in person or represented by proxy and entitled to vote on the question shall decide any question brought before such meeting, unless the question is one upon which by express provision of law, the certificate of incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless otherwise provided in the certificate of incorporation or by express provision of law, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Section 9. Voting and Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote for each share of capital stock having voting power held of record by such stockholder. Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 10. Action Without Meeting. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its

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registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder or member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner provided for herein to the corporation, written consents signed by a sufficient number of holders or members to take action are delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall he given to those stockholders or members who have not consented in writing.

Section 11. Nomination of Directors. (a) Only persons who are nominated in accordance with the procedures set forth in this Section 11 shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders (i) by or at the direction of the board of directors or (ii) by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 11.

(b) Nominations by stockholders shall be made pursuant to timely notice in writing to the secretary of the corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation (i) in the case of an annual meeting, not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (1) the name, age, business address and residence address of such person, (2) the principal occupation or employment of such person, (3) the class and number of shares of the corporation which are beneficially owned by such person and (4) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such persons’ written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the stockholder giving the notice (1) the name and address, as they appear on the corporation’s books, of such stockholder and (2) the class and number of shares of the corporation which are beneficially owned by such stockholder. At the request of the board of directors any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.

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(c) No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 11. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these by-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this by-law, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this by-law.

Section 12. Notice of Stockholder Business. (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (ii) otherwise properly brought before the meeting by or at the direction of the board of directors, or (iii) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the annual meeting was mailed or public disclosure was made. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business.

(b) Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 12. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 12, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this by-law, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this by-law.

ARTICLE II

DIRECTORS

Section 1. Number, Election, Tenure and Qualification. The corporation shall have not less than three (3) nor more than fifteen (15) directors. The number of directors may be increased or decreased from time to time by resolution of the board of directors but no decrease

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shall have the effect of shortening the term of any incumbent director. The directors shall be elected at the annual meeting or at any special meeting of the stockholders, except as provided in Section 3 or this Article, and each director elected shall hold office until his successor is elected and qualified, unless sooner displaced. Directors need not be stockholders.

Section 2. Enlargement. The number of the board of directors may be increased at any time by vote of a majority of the directors then in office.

Section 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. In the event of a vacancy in the board of directors, the remaining directors, except as otherwise provided by law or these by-laws, may exercise the powers of the full board until the vacancy is filled.

Section 4. Resignation and Removal. Any director may resign at any time upon written notice to the corporation at its principal place of business or to the chief executive officer or secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, unless otherwise specified by law or the certificate of incorporation.

Section 5. General Powers. The business and affairs of the corporation shall be managed by its board of directors, which may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 6. Chairman of the Board. If the board of directors appoints a chairman of the board, he shall, when present, preside at all meetings of the stockholders and the board of directors. He shall perform such duties and possess such powers as are customarily vested in him by the board of directors.

Section 7. Place of Meetings. The board of directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 8. Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board; provided that any director who is absent when such a determination is made shall be given prompt notice of such determination. A regular meeting of the board of directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

Section 9. Special Meetings. Special meetings of the board may be called by the chief executive officer, secretary, or on the written request of two or more directors, or by one director in the event that there is only one director in office. Two days’ notice to each director, either personally or by telegram, cable, telecopy, commercial delivery service, telex or similar means sent to his business or home address, or three days’ notice by written notice deposited in

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the mail, shall be given to each director by the secretary or by the officer or one of the directors calling the meeting. A notice or waiver of notice of a meeting of the board of directors need not specify the purposes of the meeting.

Section 10. Quorum, Action at Meeting, Adjournments. At all meetings of the board a majority of directors then in office, but in no event less than one third of the entire board, shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by law or by the certificate of incorporation. For purposes of this section, the term “entire board” shall mean the number of directors last fixed by the stockholders or directors, as the case may be, in accordance with law and these by-laws; provided, however, that if less than all the number so fixed of directors were elected, the “entire board” shall mean the greatest number of directors so elected to hold office at an one time pursuant to such authorization. If a quorum shall not be present at any meeting of the board of directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than the announcement at the meeting, until a quorum shall be present.

Section 11. Action by Consent. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 12. Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors or of any committee thereof may participate in a meeting of the board of directors or of any committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 13. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more director as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution designating such committee or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and make such reports to the board of directors as the board of directors may request. Except as the board of directors may otherwise determine, any

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committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these by-laws for the conduct of its business by the board of directors.

Section 14. Compensation. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix from time to time the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and the performance of their responsibilities as directors and may he paid a fixed sum for attendance at each meeting of the board of directors and/or a stated salary as director. No such payment shall preclude any director from serving the corporation or its parent or subsidiary corporations in any other capacity and receiving compensation therefor. The board of directors may also allow compensation for members of special or standing committees for service on such committees.

ARTICLE III

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer and such other officers with such titles, terms of office and duties as the board of directors may from time to time determine, including a chairman of the board, one or more vice-presidents, and one or more assistant secretaries and assistant treasurers. If authorized by resolution of the board of directors, the chief executive officer may be empowered to appoint from time to time assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. Election. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer. Other officers may be appointed by the board of directors at such meeting, at any other meeting, or by written consent.

Section 3. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify, unless a different term is specified in the vote choosing or appointing him, or until his earlier death, resignation or removal. Any officer elected or appointed by the board of directors or by the chief executive officer may be removed at any time by the affirmative vote of a majority of the board or directors or a committee duly authorized to do so, except that any officer appointed by the chief executive officer may also be removed at any time by the chief executive officer. Any vacancy occurring in any office of the corporation may be filled by the board of directors, at its discretion. Any officer may resign by delivering his written resignation to the corporation at its principal place of business or to the chief executive officer or the secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 4. President. The president shall be the chief operating officer of the corporation. He shall also be the chief executive officer unless the board of directors otherwise provides. The president shall, unless the board of directors provides otherwise in specific instance or generally, preside at all meetings of the stockholders and the board of directors, have general and active management of the business of the corporation and see that all orders

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and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 5. Vice-Presidents. In the absence of the president or in the event of his inability or refusal to act, the vice-president, or if there be more than one vice-president, the vice-presidents in the order designated by the board of directors or the chief executive officer (or in the absence of any designation, then in the order determined by their tenure in office) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors or the chief executive officer may from time to time prescribe.

Section 6. Secretary. The secretary shall have such powers and perform such duties as are incident to the office of secretary. He shall maintain a stock ledger and prepare lists of custodian of corporate records. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be from time to time prescribed by the board of directors or chief executive officer, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 7. Assistant Secretaries. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, the chief executive officer or the secretary (or if there be no such determination, then in the order determined by their tenure in office), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer or the secretary may from time to time prescribe. In the absence of the secretary or any assistant secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary or acting secretary to keep a record of the meeting.

Section 8. Treasurer. The treasurer shall perform such duties and shall have such powers as may be assigned to him by the board of directors or the chief executive officer. In addition, the treasurer shall perform such duties and have such powers as are incident to the office of treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the chief executive officer and the board of directors, when the chief executive officer or board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

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Section 9. Assistant Treasurers. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, the chief executive officer or the treasurer (or if there be no such determination, then in the order determined by their tenure in office), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors, the chief executive officer or the treasurer may from time to time prescribe.

Section 10. Bond. If required by the board of directors, any officer shall give the corporation a bond in such sum and with such surety or sureties and upon such terms and conditions as shall be satisfactory to the board of directors, including without limitation a bond for the faithful performance of the duties of his office and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control and belonging to the corporation.

ARTICLE IV

NOTICES

Section 1. Delivery. Whenever, under the provisions of law, or of the certificate of incorporation or these by-laws, written notice is required to given to any director or stockholder, such notice may he given by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Unless written notice by mail is required by law, written notice may also be given by telegram, cable, telecopy, commercial delivery service, telex or similar means, addressed to such director or stockholder at his address as it appears on the records of the corporation, in which case such notice shall be deemed to be given when delivered into the control of the persons charged with effecting such transmission, the transmission charge to be paid by the corporation or the person sending such notice and not by the addressee. Oral notice or other in-hand delivery (in person or by telephone) shall be deemed given at the time it is actually given.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of law or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

INDEMNIFICATION

Section 1. Actions other than by or in the Right of the Corporation. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the

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corporation, or is or was serving at the request or the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or 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, and, with respect to any criminal action or proceedings. had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duties to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Section 3. Success on the Merits. To the extent that any person described in Section 1 or 2 of this Article V has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in said Sections, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4. Specific Authorization. An indemnification under Section 1 or 2 of this Article V (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the board of director by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders of the corporation.

Section 5. Advance Payment. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in said Section to repay such amount if it shall ultimately be determined that he is not entitled to indemnification by the corporation as authorized in this Article V.

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Section 6. Non-Exclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article V shall not he deemed exclusive of any other rights to which those provided indemnification or advancement of expenses may he entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7. Insurance. The board of directors may authorize, by a vote of the majority of the full board, the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article V.

Section 8. Continuation of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9. Intent of Article. The intent of this Article V is to provide for indemnification and advancement of expenses to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware. To the extent that such Section or any successor section may be amended or supplemented from time to time, this Article V shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.

ARTICLE VI

CAPITAL STOCK

Section 1. Certificates of Stock. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may he issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

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Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give reasonable evidence of such loss, theft or destruction, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

Section 3. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and proper evidence of compliance with other conditions to rightful transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Record Date. (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this chapter, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for

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the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 5. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

CERTAIN TRANSACTIONS

Section 1. Transactions with Interested Parties. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) The material facts as to his relationship or interest and as to be contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

Section 2. Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

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ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, if any, may be declared by the board of directors at any regular or special meeting or by written consent, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Reserves. The directors may set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 3. Checks. All checks or demands for money and notes of the corporation shall he signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 5. Seal. The board of directors may, by resolution, adopt a corporate seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the word “Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be altered from time to time by the board of directors.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors provided, however, that in the case of a regular or special meeting of stockholders, notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such meeting.

Register of Amendments to the By-laws

Date	Section Affected	Change
August 4, 1987	Article I, Section 2	First sentence replaced in its entirety.
March 1, 1988	Article I, Sections 8 and 10; Article IV, Section 4	Sections replaced in their entirety.
March 8, 1996	Article I, Sections 11 and 12	Added new Sections 11 and 12

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EX-4.1A

IMMUCELL CORPORATION

EXHIBIT 4.1A

SECOND AMENDMENT TO RIGHTS AGREEMENT DATED AS OF JUNE 30, 2008

THIS AMENDMENT is entered into as of June 30, 2008, between IMMUCELL CORPORATION, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to (i) a Rights Agreement dated as of September 5, 1995 (the “Rights Agreement”), providing for the issuance of certain common stock purchase rights (the “Rights”) to holders of the Company’s outstanding Common Stock and (ii) an Amendment to Rights Agreement, dated as of June 30, 2005;

WHEREAS, under Section 7(a) of the Rights Agreement, as so amended, the Rights terminate on or before the Final Expiration Date, defined in Section 1(a) of the Rights Agreement to be September 19, 2008; and

WHEREAS, the Company’s Board of Directors has determined that extending the Final Expiration Date for the Rights and increasing the ownership threshold for determining “Acquiring Person” status are in the best interests of the Company;

NOW, THEREFORE, in consideration of the mutual benefits arising herefrom, the parties hereto agree as follows:

1. FINAL EXPIRATION DATE. Section 1(i) of the Rights Agreement is hereby amended to read in its entirety as follows:

(i) “Final Expiration Date” shall mean the Close of Business on September 19, 2011.

2. ACQUIRING PERSON THRESHOLD. Sections 1(a) and 27(d) of the Rights Agreement are hereby amended such that the referenced ownership threshold for determining “Acquiring Person” status is increased from 15% to 18%.

3. OTHER PROVISIONS. The “Summary of Rights to Purchase Common Stock” (attached to the Rights Agreement as Exhibit B thereto) shall likewise be deemed amended to reflect the changes under Sections 1 and 2 above. In all other respects, the terms and provisions of the Rights Agreement are hereby confirmed and shall remain in full force and effect, subject to the changes stated herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date first above written.

Attest:		IMMUCELL CORPORATION
By:	/s/ Joseph H. Crabb	By:	/s/ Michael F. Brigham
	Joseph H. Crabb		Michael F. Brigham
	Vice President		President and Chief Executive Officer
Attest:		AMERICAN STOCK TRANSFER & TRUST COMPANY
By:	/s/ Susan Silber	By:	/s/ Herbert J. Lemmer
	Susan Silber		Herbert J. Lemmer
	Assistant Secretary		Vice President

EX-10.1

IMMUCELL CORPORATION

EXHIBIT 10.1

1989 STOCK OPTION AND INCENTIVE PLAN

I. GENERAL

1. Purpose. This 1989 Stock Option and Incentive Plan (the “Plan”) of Immucell Corporation (the “Company”) is intended to advance the interests of the Company by providing certain of its employees and certain other individuals providing services to the Company with an additional incentive, encouraging stock ownership by such individuals, increasing their proprietary interest in the success of the Company and encouraging them to remain employees of the Company or service providers for the Company.

2. Definitions. Whenever used herein, the following terms shall have the meanings set forth below:

(a) “Board” means the Board of Directors of the Company.

(b) “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

(c) “Committee” means the Stock Option Committee appointed by the Board to administer this Plan pursuant to Section 3 hereof.

(d) “Company Group” means the Company, a parent corporation or subsidiary corporation of the Company, or a corporation, or a parent corporation or subsidiary corporation of such corporation, issuing or assuming an Option in a transaction of the type described in Section 425(a) of the Code. The terms “parent corporation” and “subsidiary corporation” shall have the meanings assigned to such terms by Section 425 of the Code.

(e) “Disability” means a permanent and total disability as defined in Section 422A(c)(7) of the Code.

(f) “Fair Market Value” means, if Shares are traded on a national exchange, the mean between the high and low sales prices or the Shares on the date on which the determination is made (or if no sales occurred on that date, on the next preceding date on which there was such a sale), or, if sales prices of Shares are made available for publication by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), the closing price on the date on which such determination is made (or if no sales occurred on that date, on the next preceding date on which there was such a sale), or, if bid and asked prices of the Shares are made available for publication by NASDAQ, the

average of closing bid and asked prices for the Shares on the date as of which the determination is made (or if no such quotation occurred on that date, on the next preceding date on which there was such a quotation), or if no such prices are available, the fair market value as determined by rules to be adopted by the Committee.

(g) “Incentive Stock Option” means an Option granted pursuant to the Incentive Stock Option provisions as set forth in Part II of this Plan.

(h) “Nonqualified Stock Option” means an Option granted pursuant to the Nonqualified Stock Option provisions as set forth in Part III of this Plan.

(i) “Option” means an option to purchase shares under this Plan.

(j) “Participant” means an individual to whom an Option is granted under this Plan.

(k) “Shares” means shares of the Company’s common stock.

(l) “Stock Appreciation Right” means a stock appreciation right granted to a Participant pursuant to Section 3 of Part II or Section 3 of Part III of this Plan.

3. Administration. This Plan shall be administered by a Stock option committee appointed by the Board. The Committee shall consist of at least three members of the Board, who are not at the time they exercise discretion in administering the Plan eligible, and have not within one year prior thereto been eligible, for selection as persons to whom stock may be allocated or to whom stock options or stock appreciation rights may be granted pursuant to the Plan or any other plan of the Company Group entitling the participants therein to acquire stock, stock options or stock appreciation rights of any member of the company Group. The Board, at its pleasure, may remove members from or add members to the Committee. A majority of Committee members shall constitute a quorum of members, and the actions of the majority shall be final and binding on the whole Committee.

In addition to the other powers granted to the Committee under this Plan, the Committee shall have the power, subject to the terms of this Plan: (i) to determine which of the eligible individuals shall be granted Options and Stock Appreciation Rights; (ii) to determine the time or times when Options and Stock Appreciation Rights shall be granted and to determine the number of Shares subject to each Option and Stock Appreciation Right; (iii) to grant Options with or without related Stock Appreciation Rights; (iv) to determine whether Stock Appreciation Rights shall be settled in cash, in Shares, or in a combination of cash and Shares; (v) to accelerate or extend (except for Incentive Stock Options) the date on which a previously granted Option or Stock Appreciation Right may be exercised; (vi) to prescribe the form of agreement evidencing Options and Stock Appreciation Rights granted pursuant to this Plan; and (vii) to construe and interpret this Plan and the agreements evidencing Options and Stock Appreciation Rights granted pursuant to this Plan, and to make all other determinations and take all other actions necessary or advisable for the administration of this Plan.

4. Eligibility. The individuals who shall be eligible to receive Options and Stock Appreciation Rights shall be such employees employed by a member of the Company Group and such other individuals providing services to a member of the Company Group as shall be selected by the Committee; provided, however, that only employees employed by a member of the Company Group shall be eligible to receive Incentive Stock options. Participants chosen to participate under this Plan may be granted an Incentive Stock Option (with or without related Stock Appreciation Rights), a Nonqualified Stock Option (with or without related Stock Appreciation Rights), or any combination thereof.

5. Shares Subject to This Plan. The Shares subject to Options and Stock Appreciation Rights shall be either authorized and unissued Shares or treasury Shares. The aggregate number of Shares which may be issued pursuant to this Plan shall be nine million (9,000,000). Except as provided below, if an Option shall expire and terminate for any reason, in whole or in part, without being exercised, the number of Shares as to which such expired or terminated Option shall not have been exercised may again become available for the grant of Options or Stock Appreciation Rights. If a Stock Appreciation Right is exercised in whole or in part, and, as a result, the related Nonqualified Stock Option or Incentive Stock Option is cancelled, to the extent of the number of Shares with respect to which the Stock Appreciation Right was exercised, such number of Shares shall not again be available for the grant of Options or Stock Appreciation Rights.

6. No Tandem Options. There shall be no terms and conditions under an Option which provide that the exercise of an Incentive Stock Option reduces the number of Shares for which a Nonqualified Stock Option may be exercised; and there shall be no terms and conditions under an Option which provide that the exercise of a Nonqualified Stock Option reduces the number of Shares for which an Incentive Stock Option may be exercised.

II. INCENTIVE STOCK OPTION PROVISIONS

1. Grant of Incentive Stock Options. Subject to the provisions of this Part II, the Committee shall from time to time determine those individuals eligible pursuant to section 4 of Part I to whom Incentive Stock Options shall be granted and the number of Shares subject to, and terms and conditions of, such Options. The aggregate Fair Market Value (determined as of the date of grant) of shares with respect to which incentive stock options (as defined in Section 422A of the Code) are exercisable for the first time by an individual in a calendar year (under all plans of the Company Group) shall not exceed $100,000. Anything herein to the contrary notwithstanding, no Incentive Stock Option shall be granted to an employee if, at the time the Incentive Stock Option is granted, such employee owns stock possessing more than 10% of the total combined voting power of all classes of stock of any member of the Company Group unless the option price is at least 110% of the Fair Market Value of the Shares subject to the Incentive Stock Option at the time the Incentive Stock Option is granted and the Incentive Stock Option is not exercisable after the expiration of five (5) years from the date the Incentive Stock Option is granted.

2. Terms and Conditions of Incentive Stock Options. Each Incentive Stock Option shall be evidenced by an option agreement which shall be in such form as the Committee shall from time to time approve, and which shall comply with and be subject to the following terms and conditions:

(a) Number of Shares. Each Incentive Stock Option agreement shall state the number of shares covered by the agreement.

(b) Option Price and Method of Payment. The Option price of each Incentive Stock Option shall be no less than the Fair Market Value of the Shares on the date the Incentive Stock Option is granted. The option price shall be payable on exercise of the Option (i) in cash or by certified check, bank draft or postal or express money order, (ii) in the discretion of the Committee, by the surrender of Shares then owned by the Participant, or (iii) in the discretion of the Committee, partially in accordance with clause (i) and partially in accordance with clause (ii) of this Section 2(b). Shares so surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair Market Value thereof on the date of exercise, surrender of such Shares to be evidenced by delivery of the certificate(s) representing such Shares in such manner, and endorsed in such form, or accompanied by stock powers endorsed in such form, as the Committee may determine.

(c) Option Period.

(i) General. The period during which an Incentive Stock Option shall be exercisable shall not exceed ten (10) years from the date such Incentive Stock Option is granted; provided, however, that such option may be sooner terminated in accordance with the provisions of this Section 2(c). Subject to the foregoing, the Committee may establish a period or periods with respect to all or any part of the Incentive Stock Option during which such option may not be exercised and at the time of a subsequent grant of an Incentive Stock option or at such longer time as the Committee may determine accelerate the right of the Participant to exercise all or any part of the Incentive Stock Option not then exercisable. The number of Shares which may be purchased at any one time shall be 100 Shares, a multiple thereof or the total number at the time purchasable under the Incentive Stock Option.

(ii) Termination of Employment. If the Participant ceases to be an employee of any member of the Company Group for any reason other than Disability or death, any then outstanding Incentive Stock Option held by the Participant shall terminate on the earlier of the date on which such Option would otherwise expire or three (3) months after such termination of employment, and such option shall be exercisable, prior to its termination, to the extent it was exercisable as of the date of termination of employment.

(iii) Disability. If a Participant’s employment is terminated by reason of Disability, any then outstanding Incentive Stock option held by the Participant shall terminate on the earlier of the date on

which such Option would otherwise expire or one (1) year after such termination of employment, and such Option shall be exercisable, prior to its termination, to the extent it was exercisable as of the date of termination of employment.

(iv) Death. If a Participant’s employment is terminated by death, the representative of the Participant’s estate or beneficiaries thereof to whom the Option has been transferred shall have the right during the one (1) year period following the date of the Participant’s death to exercise any then outstanding Incentive Stock Options in whole or in part. The number of Shares in respect of which an Incentive Stock Option may be exercised after a Participant’s death shall be the number of Shares in respect of which such Option could be exercised as of the date of the Participants death. In no event may the period for exercising an Incentive Stock Option extend beyond the date on which such Option would otherwise expire.

(d) Non-transferability. An Incentive Stock Option shall not be transferable or assignable by the Participant other than by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by the Participant.

(e) Separate Agreements. Nonqualified Options may not be granted in the same agreement as an Incentive Stock option.

3. Stock Appreciation Rights.

(a) Grant. Stock Appreciation Rights related to all or any portion of an Incentive Stock Option may be granted by the Committee to any Participant in connection with the grant of an Incentive Stock Option to such Participant. Each Stock Appreciation Right shall be subject to such terms and conditions (which may include limitations as to the time when such Stock Appreciation Right becomes exercisable and when it ceases to be exercisable that are more restrictive than the limitations on the exercise of the Incentive Stock Option to which it relates) not inconsistent with the provisions of this Part II as shall be determined by the Committee and included in the agreement relating to such Incentive Stock Option and Stock Appreciation Right, subject in any event, however, to the following terms and conditions of this Section 3.

(b) Exercise. No Stock Appreciation Right shall be exercisable after the date the related Incentive Stock Option shall cease to be exercisable, and no Stock Appreciation Right shall be exercisable with respect to such related Incentive Stock Option or portion thereof unless such Incentive Stock Option or portion thereof shall itself be exercisable at that time. A Stock Appreciation Right shall be exercised only upon surrender of the related Incentive Stock Option or portion thereof in respect of which the Stock Appreciation Right is then being exercised. A Stock Appreciation Right related to an Incentive Stock Option shall be exercisable only at a date when the then Fair Market Value of a Share exceeds the option price per share specified in the related Incentive Stock Option.

(c) Amount of Payment. On exercise of a Stock Appreciation Right, a Participant shall be entitled to receive an amount equal to the product of (i) the amount by which the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right exceeds the option price per share specified in the related Incentive Stock Option and (ii) the number of shares in respect of which the Stock Appreciation Right shall have been exercised.

(d) Form of Payment. The Committee shall have the sole discretion either (i) to determine the form in which payment in settlement of a Stock Appreciation Right will be made (i.e., cash, Shares or any combination thereof), or (ii) to consent to or disapprove the election by the Participant to receive cash in full or partial settlement of a Stock Appreciation Right, such consent or disapproval to be given at any time after the election to which it relates. If settlement of a Stock Appreciation Right, or portion thereof, is to be made in the form of Shares, the number of Shares to be distributed shall be the largest whole number obtained by dividing the cash sum otherwise distributable in respect of such settlement by the Fair Market value of a Share on the date of exercise of the Stock Appreciation Right. The value of any fractional Share shall be paid in cash.

(e) Effect of Exercise of Related Option. If the related Incentive Stock Option is exercised in whole or in part, then the Stock Appreciation Right with respect to the Shares purchased pursuant to such exercise (but not with respect to any unpurchased Shares) shall be terminated as of the date of exercise.

(f) Non-Transferability. A Stock Appreciation Right shall not be transferable or assignable by the Participant other than by will or by the laws of descent and distribution, shall not be transferred other than together with the Incentive Stock Option to which it relates, and shall be exercisable during the Participant’s lifetime only by the Participant.

(g) Termination of Employment. If the Participant ceases to be an employee of any member of the Company Group for any reason, each outstanding Stock Appreciation Right shall only be exercisable for such period and to such extent as the related Incentive Stock Option or portion thereof.

III. NONQUALIFIED STOCK OPTION PROVISIONS

1. Grant of Nonqualified Stock Options. Subject to the provisions of this Part III, the Committee shall from time to time determine those individuals eligible pursuant to Section 4 of Part I to whom Nonqualified Stock Options shall be granted and the number of shares subject to, and terms and conditions of, such Options.

2. Terms and Conditions of Nonqualified Stock Options. Each Nonqualified Stock Option shall be evidenced by an option agreement which shall be in such form as the Board shall from time to time approve, and which shall comply with and be subject to the following terms and conditions:

(a) Number of Shares. Each Nonqualified Stock Option agreement shall state the number of Shares covered by the agreement.

(b) Option Price and Method of Payment. The option price of each Nonqualified Stock Option shall be such price as the Committee, in its discretion, shall establish, and the Committee may, in its discretion, reduce the option price of such Option at any time prior to the exercise of the Option; provided however, that the option price may not be less than the greater of 85% of the Fair Market Value of the Shares on the date the Nonqualified Stock Option is granted or the par value, if any, of the Shares. The option price shall be payable on exercise of the Option (i) in cash or by certified check, bank draft or postal or express money order, (ii) in the discretion of the Committee, by the surrender of shares then owned by the Participant, or (iii) in the discretion of the Committee, partially in accordance with clause (i) and partially in accordance with clause (ii) of this Section 2(b). Shares so surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair Market Value thereof on the date of exercise, surrender of such Shares to be evidenced by delivery of the certificate(s) representing such Shares in such manner, and endorsed in such form, or accompanied by stock powers endorsed in such form, as the Committee may determine.

(c) Option Period.

(i) General. The period during which a Nonqualified Stock Option shall be exercisable shall not exceed ten (10) years from the date such Nonqualified Stock Option is granted; provided, however, that such Option may be sooner terminated in accordance with the provisions of this Section 2(c). Subject to the foregoing, the Committee may establish a period or periods with respect to all or any part of the Nonqualified Stock Option during which such Option may not be exercised and at the time of a subsequent grant of a Nonqualified Stock Option or at such longer time as the Committee may determine accelerate the right of the Participant to exercise all or any part of the Nonqualified Stock Option not then exercisable. The number of Shares which may be purchased at any one time shall be 100 Shares, a multiple thereof or the total number at the time purchasable under the Nonqualified Stock Option.

(ii) Termination of Employment. If the Participant ceases to be an employee of any member of the Company Group or ceases to perform services for any member of the Company Group for any reason other than Disability or death, any outstanding Nonqualified Stock Option held by the Participant shall terminate on the earlier of the date on which such Option would otherwise expire or three (3) months after such termination of employment or the provision of services, and such Option shall be exercisable, prior to its termination, to the extent it was exercisable as of the date of termination of employment or the date on which services ceased to be performed.

(iii) Disability. If a Participant’s employment or provision of services is terminated by Disability, any then outstanding Nonqualified Stock Option held by the Participant shall terminate on the earlier of the date on which such Option would otherwise expire or one (1) year after such termination of employment or the provision of services, and such Option shall be exercisable, prior to its termination, to the extent it was exercisable as of the date of termination of employment or the date on which services ceased to be performed.

(iv) Death. If a Participant’s employment or provision of services is terminated by death, the representative of the Participant’s estate or beneficiaries thereof to whom the Option has been transferred shall have the right during the one (1) year period following the date of the Participant’s death to exercise any then outstanding Nonqualified Stock Options in whole or in part. The number of Shares in respect to which a Nonqualified Stock Option may be exercised after a Participant’s death shall be the number of Shares in respect of which such Option could be exercised as of the date of the Participant’s death. In no event may the period for exercising a Nonqualified Stock Option extend beyond the date on which such Option would otherwise expire.

(d) Non-transferability. A Nonqualified Stock Option shall not be transferable or assignable by the Participant other than by will or the laws of descent and distribution, and shall be exercisable during the Participant’s lifetime only by the Participant.

3. Stock Appreciation Rights.

(a) Grant. Stock Appreciation Rights related to all or any portion of a Nonqualified Stock Option may be granted by the Committee to any Participant in connection with the grant of a Nonqualified Stock Option or unexercised portion thereof held by the Participant at any time and from time to use during the term thereof. Each Stock Appreciation Right shall be subject to such terms and conditions (which may include limitations as to the time when such Stock Appreciation Right becomes exercisable and when it ceases to be exercisable that are more restrictive than the limitations on the exercise of the Nonqualified Stock Option to which it relates) not inconsistent with the provisions of this Part III as shall be determined by the Committee and included in the agreement relating to such Nonqualified Stock Option and Stock Appreciation Right, subject in any event, however, to the following terms and conditions of this Section 3.

(b) Exercise. No Stock Appreciation Right shall be exercisable with respect to such related Nonqualified Stock Option or portion thereof unless such Nonqualified Stock Option or portion shall itself be exercisable at that time. A Stock Appreciation Right shall be exercised only upon surrender of the related Nonqualified Stock Option or portion thereof in respect of which the Stock Appreciation Right is then being exercised.

(c) Amount of Payment. On exercise of a Stock Appreciation Right, a Participant shall be entitled to receive an amount equal to the product of (i) the amount by which the Fair Market value of a Share on the date of exercise of the Stock Appreciation Right exceeds the option price per share specified in the related Nonqualified Stock Option and (ii) the number of shares in respect of which the Stock Appreciation Right shall have been exercised.

(d) Form of Payment. The Committee shall have the sole discretion either (i) to determine the form in which payment in settlement of a Stock Appreciation Right will be made (i.e., cash, Shares or any combination thereof), or (ii) to consent to or disapprove the election by the Participant to receive cash in full or partial settlement of the Stock Appreciation Right, such consent or disapproval to be given at any time after the election to which it relates. If settlement of a Stock Appreciation Right, or portion thereof, is to be made in the form of Shares, the number of Shares to be distributed shall be the largest whole number obtained by dividing the cash sum otherwise distributable in respect of such settlement by the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right. The value of any fractional Share shall be paid in cash.

(e) Effect of Exercise of Related Option. If the related Nonqualified Stock Option is exercised in whole or in part, then the Stock Appreciation Right with respect to the Shares purchased pursuant to such exercise (but not with respect to any unpurchased Shares) shall be terminated as of the date of exercise.

(f) Non-transferability. A Stock Appreciation Right shall not be transferable or assignable by the Participant other than by will or the laws of descent and distribution, shall not be transferred other than together with the Nonqualified Stock Option to which it relates, and shall be exercisable during the Participant’s lifetime only by the Participant.

(g) Termination. If the Participant ceases to be an employee of any member of the Company Group or ceases to perform services for any member of the Company Group for any reason, each outstanding Stock Appreciation Right shall be exercisable for such period and to such extent as the related Nonqualified Stock Option or portion thereof.

IV. MISCELLANEOUS

1. Effective Date. This Plan shall become effective on March 6, 1989 (the “Effective Date”), provided, however, that if the Plan is not approved by the shareholders of the Company prior to the expiration of the one year period commencing on the Effective Date, this Plan and all Options and Stock Appreciation Rights granted hereunder shall be null and void and shall be of no effect.

2. Duration of Program. Unless sooner terminated, the Plan shall remain in effect for a period of ten years after the Effective Date and shall thereafter terminate. No Incentive Stock Options or Nonqualified Stock Options may be granted after the termination of this Plan; provided, however, that except as otherwise provided in Section 1 of this Part IV, termination of the Plan shall not affect any Options or Stock Appreciation Rights previously granted, which such Options and Stock Appreciation Rights shall remain in effect until exercised, surrendered or cancelled, or until they have expired, all in accordance with their terms.

3. Changes in Capital Structure, etc. In the event of changes in the outstanding common shares of the Company by reasons of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchange of shares, separations, reorganizations, or liquidations, the number of shares available under the Plan in the aggregate and the maximum number of Shares as to which Options and Stock Appreciation Rights may be granted to any Participant shall be correspondingly adjusted by the Committee. In addition, the Committee shall make appropriate adjustments in the number of Shares as to which outstanding Options, Stock Appreciation Rights, or portions thereof then unexercised, shall relate, to the end that the Participant’s proportionate interest shall be maintained as before the occurrence of such events; such adjustment shall be made without change in the total price applicable to the unexercised portion of Options and with a corresponding adjustment in the option price per Share.

4. Rights as Shareholder. A Participant entitled to Shares as a result of the exercise of an Option or Stock Appreciation Right shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of such exercise, except to the extent a stock certificate is issued therefor and then only from the date such certificate is issued. No adjustments shall be made for dividends or distributions or other rights for which the record date is prior to the date such stock certificate is issued.

5. Expenses. The expenses of this Plan shall be paid by the Company.

6. Withholding. Any person exercising an Option or Stock Appreciation Right shall be required to pay to the appropriate member of the Company Group the amount of any taxes such member is required by law to withhold with respect to the exercise of such Option or Stock Appreciation Right. Such payment shall be due on the date such member is required by law to withhold such taxes. Such payment may also be made at the election of the optionee by the surrender of Shares then owned by the optionee, or the withholding of Shares otherwise to be issued to the optionee on exercise, in an amount that would satisfy the withholding amount due. Any election so made by optionees subject to section 16(b) of the Securities Exchange Act of 1934, as amended shall be in accordance with the requirements of Rule 16b-3(e) under such Act and any interpretations thereof of the Securities and Exchange Commission. The value of such Shares withheld or delivered shall be equal to the Fair Market Value of such Shares on the date of exercise. In the event that such payment is not made when due, the Company shall have the right to deduct, to the extent permitted by law, from any payment of any kind otherwise due to such person from any member of the Company Group, all or part of the amount required to be withheld (including cash payable in settlement of a Stock Appreciation Right).

7. Compliance with Applicable Law. Notwithstanding anything herein to the contrary, the company shall not be obligated to cause to be issued or delivered any certificates evidencing Shares to be delivered pursuant to the exercise of an Option or Stock Appreciation Right, unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws and regulations of governmental authority. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law or regulation. The Committee may require, as a condition of the issuance and delivery of such certificates and in order to ensure compliance with such laws and regulations, that the Participant make such covenants, agreements and representations as the Committee, in its sole discretion, deems necessary or desirable.

8. Application of Funds. Any cash proceeds received by the Company from the sale of Shares pursuant to Options will be used for general corporate purposes.

9. Amendment of the Plan. The Board may from time to time suspend or discontinue this Plan or revise or amend it in any respect whatsoever except that, without approval of the shareholders, no such revision or amendment shall (a) increase the number of shares subject to this Plan, (b) decrease the price at which Options may be granted, (c) remove tile administration of this Plan from the Committee, (d) modify the requirements as to eligibility for a grant of an Option or Stock Appreciation Right, or (e) materially increase the benefits accruing to the Participants under this Plan. No such suspension, discontinuance, revision or amendment shall in any manner affect any grant theretofore made without the consent of the Participant or the transferee of the Participant, unless necessary to comply with applicable law.

EX-10.2

IMMUCELL CORPORATION

EXHIBIT 10.2

FORM OF INCENTIVE STOCK OPTION AGREEMENT

ImmuCell Corporation, a Delaware corporation (hereinafter the “Company”), hereby grants to __________ (the “Optionee”), pursuant to the Company’s 1989 Stock Option and Incentive Plan (hereinafter the “1989 Plan’), a copy of which is attached hereto as Exhibit A, and Incentive Stock Option (the “Option”) to purchase ______(            ) shares of common stock of the Company at price of $________ per share, such price being equal to the Fair Market Value (as defined in the 1989 Plan) of the common stock on the date hereof.

This Option is specifically subject to all of the terms and conditions of the 1989 Plan with the same force and effect as if fully set forth in this Option. In the event of any inconsistency or misunderstanding with respect to the terms of this Option, as compared with the provisions of the 1989 Plan, the provisions of the 1989 Plan shall control and prevail.

1. EXERCISE.

This Option may be exercised in full or in part pursuant to the procedures and requirements set forth in the 1989 Plan. This Option shall be exercisable according to the following schedule:

The purchase price for the shares purchased upon exercise of this Option shall be paid in cash or certified check, or at the discretion of the Compensation and Stock Option Committee of the Board of Directors of the Company (i) by the delivery of shares of the Company’s common stock with a Fair Market Value at the time of exercise equal to the total option price, or (ii) by any combination of the methods described above. As soon as practicable following an exercise of this Option by delivery to the Company of the exercise price, the Company shall provide the Optionee with a certificate for the shares being purchased. Such certificates shall have endorsed thereon any legends required under federal or state securities laws.

2. NON-TRANSFERABILITY.

Except as otherwise provided in the 1989 Plan, this Option is not transferable by the Optionee, and is exercisable only pursuant to the terms and limitations of the 1989 Plan.

3. TERMINATION OF OPTION.

Unless earlier terminated pursuant to the terms of the 1989 Plan, this Option shall terminate ____(            ) years from the dare hereof, on ___________ , and may not be exercised after that date. If the Optionee’s employment by the Company shall terminate for any reason other than disability or death, his or her rights under this Option shall be governed by Section II.2.(c) (ii) of the 1989 Plan; if the Optionee’s employment by the Company shall terminate by reason of disability, his or her rights under this Option shall be governed by Section II.2. (c) (iii) of the 1989 Plan; and if the Optionee’s employment by the Company shall terminate by death, his or her rights under this Option shall be governed by Section II.2 (c) (iv) of the 1989 Plan.

4. ACKNOWLEDGEMENT OF OPTIONEE.

The Optionee hereby accepts the grant of the foregoing Option and agrees to be bound by its terms and provisions. The Optionee further acknowledges receipt of a copy of the 1989 Plan, that he or she has read and understood the same, and agrees to be bound by its terms, conditions and restrictions.

5. DATE OF OPTION.

The Option is granted as of ___________________

IMMUCELL CORPORATION
By:
Its:	Chief Financial Officer and Treasurer
Optionee

-2-

EX-10.4

IMMUCELL CORPORATION

EXHIBIT 10.4

EMPLOYMENT AGREEMENT DATED APRIL 29, 1999 BETWEEN THE REGISTRANT

AND MICHAEL F. BRIGHAM

EMPLOYMENT AGREEMENT

AGREEMENT made this 29th day of April, 1999, between IMMUCELL CORPORATION, a Delaware Corporation (the “Company”), and Michael F. Brigham, of Kennebunk, Maine (“Brigham”).

WITNESSETH:

In consideration of the mutual promises hereinafter contained, the parties hereto agree as follows:

1. EMPLOYMENT AND TERM. The Company hereby employs Brigham and Brigham hereby accepts employment by the Company subject to the provisions of this Agreement for a term commencing on April 29, 1999 and ending upon the date of termination of Brigham’s employment with the Company.

2. DUTIES OF BRIGHAM. Brigham shall be employed by the Company as Vice President, Chief Financial Officer, Treasurer and Secretary to perform such duties consistent with such a position as Vice President, Chief Financial Officer, Treasurer and Secretary as its Board of Directors shall assign Brigham from time to time. Brigham shall serve the Company faithfully and diligently, use his best efforts to promote the interests of the Company, and shall devote his full time and efforts to the business and affairs of the Company.

3. COMPENSATION.

(a) Base Salary. As compensation for his services hereunder, the Company shall pay Brigham $7,916.66 per month, beginning on February 1, 1999. During the entire term of this agreement, Brigham’s salary shall be subject to periodic review and adjustment by the Board of Directors of the Company, which Board of Directors may in its sole discretion change the salary to an amount greater than that provided for therein; provided, however, that in no event may the Company’s Board of Directors decrease Brigham’s salary below that which is provided for herein.

(b) Employee Benefits. During the term of this Agreement the Company shall provide Brigham with the standard health, life, and disability insurance coverage that is provided to the Company’s other non-officer employees. Brigham shall also be eligible to receive all other employee benefits of the Company in the same manner and to the same extent as other employees of the Company in accordance with the Company’s policies, including, without limitation, any incentive pay programs offered by the Company to all of its non-officer employees.

(c) Nonqualified Stock Options.

(1) Grant. By unanimous resolution of the full Board of Directors on March 1, 1999 the Company granted to Brigham an option (‘Option’) to purchase thirty-one thousand and one hundred (31,100) shares of ImmuCell common stock (‘Shares’) at a price equal to $1.3125 per share.

(2) Vesting. Brigham’s right to purchase the Shares subject to this Option shall vest as follows:

(i) As to 10,366 Shares on and after March 1, 2000;

(ii) As to an additional 10,367 Shares on and after March 1, 2001; and

(iii) As to the remaining 10,367 Shares on and after March 1, 2002.

(3) Exercise. Except as hereinafter provided, the Option may be exercised in full or in part at any time to the extent vested in accordance with subsection (2). In no event may the Option be exercised to purchase fewer than one hundred (100) Shares, unless fewer than one hundred (100) Shares are subject to the Option.

The purchase price for the Shares acquired upon exercise of the Option shall be paid (i) in cash or certified check, or (ii) at the discretion of the Compensation and Stock Option Committee of the Board of Directors of the Company by delivery of one or more stock certificates, duly endorsed, evidencing other Shares with a Fair Market Value on the date of exercise equal to the option price, or (iii) at the discretion of the Compensation and Stock Option Committee, by a combination of the methods described in (i) or (ii). As soon as practicable after Brigham has tendered payment of the purchase price to the Company, the Company shall provide Brigham with a Certificate evidencing the Shares purchased. Such certificate shall include any legends required under federal or state securities laws.

In the event of Brigham’s termination of employment with the Company (except for by reason of “just cause” as provided by subsection (c) of Section 4 of this Agreement), disability or death, the Option shall be exercisable during the eighteen-month period following the date of Brigham’s termination. In the event of Brigham’s termination for “just cause” as provided by subsection (c) of Section 4, the Option shall be exercisable for the three month period following such termination only to the extent it was exercisable at the time of such termination.

(4) Expiration of Option. This Option shall expire at 5:00 p.m., Eastern time on February 28, 2009, unless sooner terminated as provided in Section (c)(3) above, and may not be exercised thereafter.

(5) Nontransferability. Brigham may not transfer the Option other than by will or the laws of descent and distribution. During Brigham’s lifetime, only Brigham may exercise the Option.

(6) Change in Control. In the event of a change in control of the Company, Brigham’s right to purchase Shares subject to the Option shall vest immediately. For purposes of this Amendment, ‘change in control’ shall mean any one of the following events:

(a) Any person shall become beneficial owner, directly or indirectly, of securities representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding stock.

As used in this Paragraph 6 (a), ‘beneficial owner’ shall have the meaning ascribed to it from time to time under rules promulgated by the Securities and Exchange Commission pursuant to Section 13 (d) of the Securities Exchange Act of 1934, or any similar successor statute or rule; and a ‘person’ shall include any natural person, corporation, partnership, trust, association, or any group or combination thereof, whose ownership of the Company stock would be reportable pursuant to such provision of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;

(b) The Company’s stockholders approve (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company common stock would be converted into cash, securities or other property, or (ii) any sale, lease, exchange, liquidation or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company.

(c)Any other event which a majority of all the Company’s Directors who are not employees of the Company determines constitutes a change of control.

(7) No Registration of Securities. The parties agree that the Company presently intends to rely on the securities registration exemption contained in Section 10502 (1) (L) of the Revised Maine Securities Act and that, accordingly, no registration or exemption filing shall be made by the Company under such Act with respect to the Shares. Brigham acknowledges that transfer of the Shares may be restricted by applicable federal and state securities laws and that the Shares when issued shall contain an appropriate legend to that effect. Notwithstanding the foregoing, the Company agrees to register these shares in conjunction with its next Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission.

(d) Bonus. A cash bonus will be paid to Brigham by the Company if certain performance objectives are met during any fiscal year. These objectives will be specified by the Company’s Board of Directors on an annual basis. Each and any such annual incentive compensation agreement shall be incorporated by reference into this Employment Agreement. Any bonus earned during a fiscal year will be paid by 1 February of the next fiscal year.

4. TERMINATION OF EMPLOYMENT.

(a) Voluntary Termination. Should Brigham voluntarily terminate his employment with the company, Brigham hereby covenants that, for a period of one (1) year he will abide by the terms of the “Agreement in Connection with Employment” dated August 24, 1989 between Brigham and the Company, a copy of which is appended hereto as Attachment A.

(b) Other Termination. (i) Should Brigham’s employment with the Company terminate for any reason except through Brigham’s voluntary act or by termination for “just cause” as provided by subsection (c) of this Section 4 or (ii) should Brigham’s status or position with the Company be in any way altered without Brigham’s consent so as to materially reduce Brigham’s status or responsibilities in a manner inconsistent with his position as Vice President and Chief Financial Officer of the Company (it being understood that the Board of Directors may at any time elect other individuals to the offices of Treasurer and Secretary without diminution in Brigham’s status or responsibilities as Vice President and Chief Financial Officer) and should Brigham resign from all offices and positions held with the Company in response to such change or alteration in his status or position with the Company or (iii) should the Company terminate Brigham’s employment at any time, Brigham shall receive from the Company salary and benefits at the monthly level existing prior to termination for an additional three (3) months after the date of termination of Brigham’s employment.

In consideration for the payments to be made to him pursuant to this subsection (b), Brigham shall be bound by the provisions of subsection (a) of this Section in the same manner as if his termination had been voluntary, and Brigham shall not compete with the Company as provided therein for a period of one (1) year from the date of termination of Brigham’s employment by the Company.

(c) Termination for Just Cause. Notwithstanding the forgoing provisions of this Section 4, a majority of the Board of Directors of the Company may at any time terminate the employment of Brigham for just cause (as hereinafter defined) upon seven (7) days’ written notice to Brigham. Upon the expiration of such seven (7) day period, Brigham’s employment with the Company shall cease, and from and after such date the Company shall have no further liability or obligation to make any payments or provide any benefits which would otherwise be paid to Brigham hereunder, except as such have accrued on or before such date. In the event of the termination of Brigham’s employment for just cause as provided herein, Brigham shall be bound by the provisions of subsection (a) of this Section in the same manner as if his termination had been voluntary, and Brigham shall not compete with the Company as provided therein for a period of one (1) year from the date of termination of Brigham’s employment.

As used in this subsection (c), “just cause” shall be deemed to include only the following:

(i) Brigham’s conviction of a felony involving moral turpitude or dishonesty; or

(ii) Brigham’s persistent failure to comply with the reasonable directives or assignments of the Company’s Board of Directors, provided that such directives or assignments are consistent with Brigham’s status and position as set forth in Section 2 of this Agreement; or

(iii) Brigham’s persistent failure to devote his full time and efforts to the business and affairs of the Company in the manner contemplated by Section 2 of this Agreement.

(d) Certain Events. In the event that (i) following the termination of Brigham’s employment pursuant to subsection (b) of this Section 4 the Company shall fail to pay Brigham when due, or within ten (10) business days thereafter, all current sums payable to Brigham pursuant to said subsection (b), or (ii) following the termination of Brigham’s employment for any reason whatsoever, the Company or any successor or assignee of the Company entitled to the benefits of this Agreement shall cease to conduct the business of the Company engaged in by the Company at the times of such termination, then, and in either such event, the covenants against competition set-forth in subsections (a), (b), and (c) of this Section 4 shall be terminated and Brigham shall thereafter not be bound by the provisions thereof. The termination of said covenants against competition shall not alter or affect the obligation of the Company to make any payments required to be made to Brigham pursuant to the provisions of subsection (b) of this Section 4.

5. COVENANT CONCERNING OTHER EMPLOYEES. Should Brigham voluntarily terminate his employment with the Company for any reason whatsoever, Brigham hereby covenants that, for a period of one (1) year, Brigham will not directly or indirectly persuade, induce or otherwise encourage any other employee of the Company to leave the employ of the Company to join or form any other firm, corporation, partnership, association, joint venture, trust or business entity of any kind engaged in, or to be engaged in the future in, any business which is similar to or competitive with the business now or at any time hereafter engaged in by the Company.

6. MISCELLANEOUS

(a) Notice. Any notice required to be given hereunder shall be given in writing and shall be delivered by hand or sent by registered or certified mail, postage prepaid, return receipt requested, or by Federal Express, if to the Company, at the address of its principal offices on the date upon which such notice is given, and if to Brigham, at the then current residential address of Brigham (as reflected on the records of the Company) by any of the aforesaid means. Any such notice shall be effective when delivered in person or deposited in the United States mails in accordance with the provisions of this subsection.

(b) Death. In the event of the death of Brigham during the term of this Agreement while he shall be an employee of the Company, Brigham’s compensation pursuant to Section 3 hereof shall cease as of the last day of the month in which Brigham’s death occurs. Any remaining amounts owing to Brigham pursuant to Section 3 hereof in respect to such month shall be paid to his estate or shall pass by applicable laws of descent and distribution. In the event of the death of Brigham after he has terminated his employment with the Company, but prior to the payment of all amounts payable to him pursuant to the provisions of subsection (b) of Section 4 hereof, the remaining such amounts shall be paid to the representatives of Brigham’s estate.

(c) Injunctive Relief. The parties agree that the extent of damage to the Company in the event of the breach by Brigham of the noncompetition covenants contained in the agreement attached hereto as Attachment A would be difficult or impossible to ascertain and that there would be no adequate remedy at law available to the Company in the event of such breach. Therefore, in the event of any such breach, the Company shall be entitled to enforce any or all of such covenants by injunction or other equitable relief in addition to receiving damages or other relief to which the Company may be entitled.

(d) Binding Effect; Assignment. The provision of this Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns and to the benefit of Brigham and his heirs and legal representative. This Agreement is a personal contract and the rights and interest of Brigham herein may not be sold, transferred, assigned, pledged, or hypothecated and any such attempted sale, transfer, assignment, pledge or hypothecation shall be null, void and of no effect.

(e) Entire Agreement. Except as set forth in the next succeeding sentence, this Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein and supersedes all prior agreements and understandings, written and oral with respect to the subject matter hereof, including without limitation the Employment Agreement dated November 8, 1991 between Brigham and the Company, and may not be amended or modified except by an instrument in writing signed by both parties hereto. It is understood and agreed that the following additional agreements shall remain in full force and effect and shall not be superceded by this Agreement: (i) the “Agreement in Connection with Employment” dated August 24, 1989 and appended hereto as Attachment A, (ii) the provisions regarding the nonqualified stock options granted to Brigham contained in the Amendment to Employment Agreement dated April 13, 1992 between Brigham and the Company, and (iii) all other incentive and non-qualified stock option agreements previously entered into between Brigham and the Company, which agreements remain in full force to the same extent they were in force before this Agreement was executed.

(f) Severability. If any provision of this Agreement is declared invalid, illegal or unenforceable, such provision shall be severed and all remaining provisions shall continue in full force and effect.

(g) Law Governing. This Agreement shall be governed by and enforced in accordance with the laws of the State of Maine

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, intending the same to take effect as a sealed instrument, as of the date first above written.

	IMMUCELL CORPORATION
/s/ Michael F. Brigham	/s/ Anthony B. Cashen
Michael F. Brigham	By: Anthony B. Cashen
Vice President and Chief Financial Officer	Member, Compensation and Stock Option Committee

EX-10.5

IMMUCELL CORPORATION

EXHIBIT 10.5

EMPLOYMENT AGREEMENT DATED APRIL 29, 1999 BETWEEN THE REGISTRANT

AND JOSEPH H. CRABB

EMPLOYMENT AGREEMENT

AGREEMENT made this 29th day of April, 1999, between IMMUCELL CORPORATION, a Delaware Corporation (the “Company”), and Joseph H. Crabb, of Newfield, Maine (“Crabb”).

WITNESSETH:

In consideration of the mutual promises hereinafter contained, the parties hereto agree as follows:

1. EMPLOYMENT AND TERM. The Company hereby employs Crabb and Crabb hereby accepts employment by the Company subject to the provisions of this Agreement for a term commencing on April 29, 1999 and ending upon the date of termination of Crabb’s employment with the Company.

2. DUTIES OF CRABB. Crabb shall be employed by the Company as Vice President and Chief Scientific Officer to perform such duties consistent with such a position as Vice President and Chief Scientific Officer as its Board of Directors shall assign Crabb from time to time. Crabb shall serve the Company faithfully and diligently, use his best efforts to promote the interests of the Company, and shall devote his full time and efforts to the business and affairs of the Company.

3. COMPENSATION.

(a) Base Salary. As compensation for his services hereunder, the Company shall pay Crabb $7,916.66 per month, beginning on February 1, 1999. During the entire term of this agreement, Crabb’s salary shall be subject to periodic review and adjustment by the Board of Directors of the Company, which Board of Directors may in its sole discretion change the salary to an amount greater than that provided for therein; provided, however, that in no event may the Company’s Board of Directors decrease Crabb’s salary below that which is provided for herein.

(b) Employee Benefits. During the term of this Agreement the Company shall provide Crabb with the standard health, life, and disability insurance coverage that is provided to the Company’s other non-officer employees. Crabb shall also be eligible to receive all other employee benefits of the Company in the same manner and to the same extent as other employees of the Company in accordance with the Company’s policies, including, without limitation, any incentive pay programs offered by the Company to all of its non-officer employees.

(c) Nonqualified Stock Options.

(1) Grant. By unanimous resolution of the full Board of Directors on March 1, 1999 the Company granted to Crabb an option (‘Option’) to purchase thirty-one thousand and one hundred (31,100) shares of ImmuCell common stock (‘Shares’) at a price equal to $1.3125 per share.

(2) Vesting. Crabb’s right to purchase the Shares subject to this Option shall vest as follows:

(i) As to 10,366 Shares on and after March 1, 2000;

(ii) As to an additional 10,367 Shares on and after March 1, 2001; and

(iii) As to the remaining 10,367 Shares on and after March 1, 2002.

(3) Exercise. Except as hereinafter provided, the Option may be exercised in full or in part at any time to the extent vested in accordance with subsection (2). In no event may the Option be exercised to purchase fewer than one hundred (100) Shares, unless fewer than one hundred (100) Shares are subject to the Option.

The purchase price for the Shares acquired upon exercise of the Option shall be paid (i) in cash or certified check, or (ii) at the discretion of the Compensation and Stock Option Committee of the Board of Directors of the Company by delivery of one or more stock certificates, duly endorsed, evidencing other Shares with a Fair Market Value on the date of exercise equal to the option price, or (iii) at the discretion of the Compensation and Stock Option Committee, by a combination of the methods described in (i) or (ii). As soon as practicable after Crabb has tendered payment of the purchase price to the Company, the Company shall provide Crabb with a Certificate evidencing the Shares purchased. Such certificate shall include any legends required under federal or state securities laws.

In the event of Crabb’s termination of employment with the Company (except for by reason of “just cause” as provided by subsection (c) of Section 4 of this Agreement), disability or death, the Option shall be exercisable during the eighteen-month period following the date of Crabb’s termination. In the event of Crabb’s termination for “just cause” as provided by subsection (c) of Section 4, the Option shall be exercisable for the three month period following such termination only to the extent it was exercisable at the time of such termination.

(4) Expiration of Option. This Option shall expire at 5:00 p.m., Eastern time on February 28, 2009, unless sooner terminated as provided in Section (c)(3) above, and may not be exercised thereafter.

(5) Nontransferability. Crabb may not transfer the Option other than by will or the laws of descent and distribution. During Crabb’s lifetime, only Crabb may exercise the Option.

(6) Change in Control. In the event of a change in control of the Company, Crabb’s right to purchase Shares subject to the Option shall vest immediately. For purposes of this Amendment, ‘change in control’ shall mean any one of the following events:

(a) Any person shall become beneficial owner, directly or indirectly, of securities representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding stock.

As used in this Paragraph 6 (a), ‘beneficial owner’ shall have the meaning ascribed to it from time to time under rules promulgated by the Securities and Exchange Commission pursuant to Section 13 (d) of the Securities Exchange Act of 1934, or any similar successor statute or rule; and a ‘person’ shall include any natural person, corporation, partnership, trust, association, or any group or combination thereof, whose ownership of the Company stock would be reportable pursuant to such provision of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;

(b) The Company’s stockholders approve (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company common stock would be converted into cash, securities or other property, or (ii) any sale, lease, exchange, liquidation or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company.

(c) Any other event which a majority of all the Company’s Directors who are not employees of the Company determines constitutes a change of control.

(7) No Registration of Securities. The parties agree that the Company presently intends to rely on the securities registration exemption contained in Section 10502 (1) (L) of the Revised Maine Securities Act and that, accordingly, no registration or exemption filing shall be made by the Company under such Act with respect to the Shares. Crabb acknowledges that transfer of the Shares may be restricted by applicable federal and state securities laws and that the Shares when issued shall contain an appropriate legend to that effect. Notwithstanding the foregoing, the Company agrees to register these shares in conjunction with its next Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission.

(d) Bonus. A cash bonus will be paid to Crabb by the Company if certain performance objectives are met during any fiscal year. These objectives will be specified by the Company’s Board of Directors on an annual basis. Each and any such annual incentive compensation agreement shall be incorporated by reference into this Employment Agreement. Any bonus earned during a fiscal year will be paid by 1 February of the next fiscal year.

4. TERMINATION OF EMPLOYMENT.

(a) Voluntary Termination. Should Crabb voluntarily terminate his employment with the company, Crabb hereby covenants that, for a period of one (1) year he will abide by the terms of the “Agreement in Connection with Employment” dated September 19, 1988 between Crabb and the Company, a copy of which is appended hereto as Attachment A.

(b) Other Termination. (i) Should Crabb’s employment with the Company terminate for any reason except through Crabb’s voluntary act or by termination for “just cause” as provided by subsection (c) of this Section 4 or (ii) should Crabb’s status or position with the Company be in any way altered without Crabb’s consent so as to materially reduce Crabb’s status or responsibilities in a manner inconsistent with his position as Vice President and Chief Scientific Officer of the Company and should Crabb resign from all offices and positions held with the Company in response to such change or alteration in his status or position with the Company or (iii) should the Company terminate Crabb’s employment at any time, Crabb shall receive from the Company salary and benefits at the monthly level existing prior to termination for an additional three (3) months after the date of termination of Crabb’s employment.

In consideration for the payments to be made to him pursuant to this subsection (b), Crabb shall be bound by the provisions of subsection (a) of this Section in the same manner as if his termination had been voluntary, and Crabb shall not compete with the Company as provided therein for a period of one (1) year from the date of termination of Crabb’s employment by the Company.

(c) Termination for Just Cause. Notwithstanding the forgoing provisions of this Section 4, a majority of the Board of Directors of the Company may at any time terminate the employment of Crabb for just cause (as hereinafter defined) upon seven (7) days’ written notice to Crabb. Upon the expiration of such seven (7) day period, Crabb’s employment with the Company shall cease, and from and after such date the Company shall have no further liability or obligation to make any payments or provide any benefits which would otherwise be paid to Crabb hereunder, except as such have accrued on or before such date. In the event of the termination of Crabb’s employment for just cause as provided herein, Crabb shall be bound by the provisions of subsection (a) of this Section in the same manner as if his termination had been voluntary, and Crabb shall not compete with the Company as provided therein for a period of one (1) year from the date of termination of Crabb’s employment.

As used in this subsection (c), “just cause” shall be deemed to include only the following:

(i) Crabb’s conviction of a felony involving moral turpitude or dishonesty; or

(ii) Crabb’s persistent failure to comply with the reasonable directives or assignments of the Company’s Board of Directors, provided that such directives or assignments are consistent with Crabb’s status and position as set forth in Section 2 of this Agreement; or

(iii) Crabb’s persistent failure to devote his full time and efforts to the business and affairs of the Company in the manner contemplated by Section 2 of this Agreement.

(d) Certain Events. In the event that (i) following the termination of Crabb’s employment pursuant to subsection (b) of this Section 4 the Company shall fail to pay Crabb when due, or within ten (10) business days thereafter, all current sums payable to Crabb pursuant to said subsection (b), or (ii) following the termination of Crabb’s employment for any reason whatsoever, the Company or any successor or assignee of the Company entitled to the benefits of this Agreement shall cease to conduct the business of the Company engaged in by the Company at the times of such termination, then, and in either such event, the covenants against competition set forth in subsections (a), (b), and (c) of this Section 4 shall be terminated and Crabb shall thereafter not be bound by the provisions thereof. The termination of said covenants against competition shall not alter or affect the obligation of the Company to make any payments required to be made to Crabb pursuant to the provisions of subsection (b) of this Section 4.

5. COVENANT CONCERNING OTHER EMPLOYEES. Should Crabb voluntarily terminate his employment with the Company for any reason whatsoever, Crabb hereby covenants that, for a period of one (1) year, Crabb will not directly or indirectly persuade, induce or otherwise encourage any other employee of the Company to leave the employ of the Company to join or form any other firm, corporation, partnership, association, joint venture, trust or business entity of any kind engaged in, or to be engaged in the future in, any business which is similar to or competitive with the business now or at any time hereafter engaged in by the Company.

6. MISCELLANEOUS.

(a) Notice. Any notice required to be given hereunder shall be given in writing and shall be delivered by hand or sent by registered or certified mail, postage prepaid, return receipt requested, or by Federal Express, if to the Company, at the address of its principal offices on the date upon which such notice is given, and if to Crabb, at the then current residential address of Crabb (as reflected on the records of the Company) by any of the aforesaid means. Any such notice shall be effective when delivered in person or deposited in the United States mails in accordance with the provisions of this subsection.

(b) Death. In the event of the death of Crabb during the term of this Agreement while he shall be an employee of the Company, Crabb’s compensation pursuant to Section 3 hereof shall cease as of the last day of the month in which Crabb’s death occurs. Any remaining amounts owing to Crabb pursuant to Section 3 hereof in respect to such month shall be paid to his estate or shall pass by applicable laws of descent and distribution. In the event of the death of Crabb after he has terminated his employment with the Company, but prior to the payment of all amounts payable to him pursuant to the provisions of subsection (b) of Section 4 hereof, the remaining such amounts shall be paid to the representatives of Crabb’s estate.

(c) Injunctive Relief. The parties agree that the extent of damage to the Company in the event of the breach by Crabb of the noncompetition covenants contained in the agreement attached hereto as Attachment A would be difficult or impossible to ascertain and that there would be no adequate remedy at law available to the Company in the event of such breach. Therefore, in the event of any such breach, the Company shall be entitled to enforce any or all of such covenants by injunction or other equitable relief in addition to receiving damages or other relief to which the Company may be entitled.

(d) Binding Effect; Assignment. The provision of this Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns and to the benefit of Crabb and his heirs and legal representative. This Agreement is a personal contract and the rights and interest of Crabb herein may not be sold, transferred, assigned, pledged, or hypothecated and any such attempted sale, transfer, assignment, pledge or hypothecation shall be null, void and of no effect.

(e) Entire Agreement. Except as set forth in the next succeeding sentence, this Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein and supersedes all prior agreements and understandings, written and oral with respect to the subject matter hereof, including without limitation the Employment Agreement dated November 8, 1991 as amended on March 17, 1992 between Crabb and the Company, and may not be amended or modified except by an instrument in writing signed by both parties hereto. It is understood and agreed that the following additional agreements shall remain in full force and effect and shall not be superceded by this Agreement: (i) the “Agreement in Connection with Employment” dated September 19, 1988 and appended hereto as Attachment A, (ii) the provisions regarding the nonqualified stock options granted to Crabb contained in the Amendment to Employment Agreement dated April 13, 1992 between Crabb and the Company, and (iii) all other incentive and nonqualified stock option agreements previously entered into between Crabb and the Company, which agreements remain in full force to the same extent they were in force before this Agreement was executed.

(f) Severability. If any provision of this Agreement is declared invalid, illegal or unenforceable, such provision shall be severed and all remaining provisions shall continue in full force and effect.

(g) Law Governing. This Agreement shall be governed by and enforced in accordance with the laws of the State of Maine

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, intending the same to take effect as a sealed instrument, as of the date first above written.

	IMMUCELL CORPORATION
/s/ Joseph H. Crabb	/s/ Anthony B. Cashen
Joseph H. Crabb	By: Anthony B. Cashen
Vice President and Chief Scientific Officer	Member, Compensation and Stock Option Committee

EX-10.6

IMMUCELL CORPORATION

EXHIBIT 10.6

2000 STOCK OPTION AND INCENTIVE PLAN OF THE REGISTRANT

I. GENERAL

1. Purpose. This 2000 Stock Option and Incentive Plan (the “Plan”) of ImmuCell Corporation (the “Company”) is intended to advance the interests of the Company by providing certain of its employees and certain other individuals providing services to the Company with an additional incentive, encouraging stock ownership by such individuals, increasing their proprietary interest in the success of the Company and encouraging them to remain employees of the Company or service providers for the Company.

2. Definitions. Whenever used herein, the following terms shall have the meanings set forth below:

(a) “Board” means the Board of Directors of the Company.

(b) “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

(c) “Committee” means the Compensation and Stock Option Committee appointed by the Board to administer this Plan pursuant to Section 3 hereof.

(d) “Company Group” means the Company, a parent corporation or subsidiary corporation of the Company, or a corporation, or a parent corporation or subsidiary corporation of such corporation, issuing or assuming an Option in a transaction of the type described in Section 424(a) of the Code. The terms “parent corporation” and “subsidiary corporation” shall have the meanings assigned to such terms by Section 424 of the Code.

(e) “Disability” means a permanent and total disability as defined in Section 422(c) (6) of the Code.

(f) “Fair Market Value” means, if Shares are traded on a national exchange, the mean between the high and low sales prices for the Shares on the date on which the determination is made (or if no sales occurred on that date, on the next preceding date on which there was such a sale), or, if sales prices of Shares are made available for publication by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), the last sales price on the date on which such determination is made (or if no sales occurred on that date, on the next preceding date on which there was such a sale), or if no such prices are available, the fair market value as determined by rules to be adopted by the Committee.

(g) “Incentive Stock Option” means an Option granted pursuant to the Incentive Stock Option provisions as set forth in Part II of this Plan.

(h) “Nonqualified Stock Option” means an Option granted pursuant to the Nonqualified Stock Option provisions as set forth in Part III of this Plan.

(i) “Option” means an option to purchase shares under this Plan.

(j) “Participant” means an individual to whom an Option is granted under this Plan.

(k) “Shares” means shares of the Company’s common stock.

3. Administration. This Plan shall be administered by a Compensation and Stock Option Committee consisting of at least two members appointed by the Board. The members of the Committee shall at all times be: (i) “outside directors” as such term is defined in Treas. Reg. § 1.162-27(e)(3) (or any successor regulation); and (ii) “non-employee directors” within the meaning of Rule 16b-3 (or any successor rule) under the Securities Exchange Act of 1934, as amended, as such terms are interpreted from time to time. The Board, at its pleasure, may remove members from or add members to the Committee. A majority of Committee members shall constitute a quorum of members, and the actions of the majority shall be final and binding on the whole Committee.

In addition to the other powers granted to the Committee under this Plan, the Committee shall have the power, subject to the terms of this Plan: (i) to determine which of the eligible individuals shall be granted Options; (ii) to determine the time or times when Options shall be granted and to determine the number of Shares subject to each Option; (iii) to accelerate or extend (except for Incentive Stock Options) the date on which a previously granted Option may be exercised; (iv) to prescribe the form of agreement evidencing Options granted pursuant to this Plan; and (v) to construe and interpret this Plan and the agreements evidencing Options granted pursuant to this Plan, and to make all other determinations and take all other actions necessary or advisable for the administration of this Plan.

4. Eligibility. The individuals who shall be eligible to receive Options shall be such employees employed by a^, member of the Company Group and such other individuals providing services to a member of the Company Group as shall be selected by the Committee; provided, however, that only employees employed by a member of the Company Group shall be eligible to receive Incentive Stock Options. Participants chosen to participate under this Plan may be granted an Incentive Stock Option, a Nonqualified Stock Option, or any combination thereof.

5. Shares Subject to This Plan. The Shares subject to Options shall be either authorized and unissued Shares or treasury Shares. The aggregate number of Shares which may be issued pursuant to this Plan shall be five hundred thousand (500,000). Except as provided below, if an Option shall expire and terminate for any reason, in whole or in part, without being exercised, the number of Shares as to which such expired or terminated Option shall not have been exercised may again become available for the grant of Options. The maximum number of shares with respect to which Options may be granted to any employee shall be limited to one hundred thousand (100,000) shares in any calendar year.

6. No Tandem Options. There shall be no terms and conditions under an Option which provide that the exercise of an Incentive Stock Option reduces the number of Shares for which a Nonqualified Stock Option may be exercised; and there shall be no terms and conditions under an Option which provide that the exercise of a Nonqualified Stock Option reduces the number of Shares for which an Incentive Stock Option may be exercised.

II. INCENTIVE STOCK OPTION PROVISIONS

1. Grant of Incentive Stock Options. Subject to the provisions of this Part II, the Committee shall from time to time determine those individuals eligible pursuant to Section 4 of Part I to whom Incentive Stock Options shall be granted and the number of Shares subject to, and terms and conditions of, such Options. The aggregate Fair Market Value (determined as of the date of grant) of shares with respect to which incentive stock options (as defined in Section 422 of the Code) are exercisable for the first time by an individual in a calendar year (under all plans of the Company Group) shall not exceed $100,000. Anything herein to the contrary notwithstanding, no Incentive Stock Option shall be granted to an employee if, at the time the Incentive Stock Option is granted, such employee owns stock possessing more than 10% of the total combined voting power of all classes of stock of any member of the Company Group unless the option price is at least 110% of the Fair Market Value of the Shares subject to the Incentive Stock Option at the time the Incentive Stock Option is granted and the Incentive Stock Option is not exercisable after the expiration of five (5) years from the date the Incentive Stock Option is granted.

2. Terms and Conditions of Incentive Stock Options. Each Incentive Stock Option shall be evidenced by an option agreement which shall be in such form as the Committee shall from time to time approve, and which shall comply with and be subject to the following terms and conditions:

(a) Number of Shares. Each Incentive Stock Option agreement shall state the number of shares covered by the agreement.

(b) Option Price and Method of Payment. The Option price of each Incentive Stock Option shall be no less than the Fair Market Value of the Shares on the date the Incentive Stock Option is granted. The option price shall be payable on exercise of the Option (i) in cash or by certified check, bank draft or postal or express money order, (ii) in the discretion of the Committee, by the surrender of Shares then owned by the Participant, or (iii) in the discretion of the Committee, partially in accordance with clause (i) and partially in accordance with clause (ii) of this Section 2(b). Shares so surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair Market Value thereof on the date of exercise, surrender of such Shares to be evidenced by delivery of the certificate(s) representing such Shares in such manner, and endorsed in such form, or accompanied by stock powers endorsed in such form, as the Committee may determine.

(c) Option Period.

(i) General. The period during which an Incentive Stock Option shall be exercisable shall not exceed ten (10) years from the date such Incentive Stock Option is granted; provided, however, that such Option may be sooner terminated in accordance with the provisions of this Section 2(c) . Subject to the foregoing, the Committee may establish a period or periods with respect to all or any part of the Incentive Stock Option during which such Option may not be exercised and at the time of a subsequent grant of an Incentive Stock Option or at such longer time as the Committee may determine accelerate the right of the Participant to exercise all or any part of the Incentive Stock Option not then exercisable. The number of Shares which may be purchased at any one time shall be 100 Shares, a multiple thereof or the total number at the time purchasable under the Incentive Stock Option.

(ii) Termination of Employment. If the Participant ceases to be an employee of any member of the Company Group for any reason other than Disability or death, any then outstanding Incentive Stock Option held by the Participant shall terminate on the earlier of the date on which such Option would otherwise expire or three (3) months after such termination of employment, and such Option shall be exercisable, prior to its termination, to the extent it was exercisable as of the date of termination of employment.

(iii) Disability. If a Participant’s employment is terminated by reason of Disability, any then outstanding Incentive Stock Option held by the Participant shall terminate on the earlier of the date on which such Option would otherwise expire or one (1) year after such termination of employment, and such Option shall be exercisable, prior to its termination, to the extent it was exercisable as of the date of termination of employment.

(iv) Death. If a Participant’s employment is terminated by death, the representative of the Participant’s estate or beneficiaries thereof to whom the Option has been transferred shall have the right during the one (1) year period following the date of the Participant’s death to exercise any then outstanding Incentive Stock Options in whole or in part. The number of Shares in respect of which an Incentive Stock Option may be exercised after a Participant’s death shall be the number of Shares in respect of which such Option could be exercised as of the date of the Participant’s death. In no event may the period for exercising an Incentive Stock Option extend beyond the date on which such Option would otherwise expire.

(d) Non-transferability. An Incentive Stock Option shall not be transferable or assignable by the Participant other than by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by the Participant.

(e) Separate Agreements. Nonqualified Options may not be granted in the same agreement as an Incentive Stock Option.

III. NONQUALIFIED STOCK OPTION PROVISIONS

1. Grant of Nonqualified Stock Options. Subject to the provisions of this Part III, the Committee shall from time to time determine those individuals eligible pursuant to Section 4 of Part I to whom Nonqualified Stock Options shall be granted and the number of Shares subject to, and terms and conditions of, such Options.

2. Terms and Conditions of Nonqualified Stock Options. Each Nonqualified Stock Option shall be evidenced by an option agreement which shall be in such form as the Board shall from time to time approve, and which shall comply with and be subject to the following terms and conditions:

(a) Number of Shares. Each Nonqualified Stock Option agreement shall state the number of Shares covered by the agreement.

(b) Option Price and Method of Payment. The option price of each Nonqualified Stock Option shall be such price as the Committee, in its discretion, shall establish, and the Committee may, in its discretion, reduce the option price of such Option at any time prior to the exercise of the Option; provided however, that the option price may not be less than the greater of 85% of the Fair Market Value of the Shares on the date the Nonqualified Stock Option is granted or the par value, if any, of the Shares. Notwithstanding the foregoing, Nonqualified Stock Options granted to “Covered Employees” (within the meaning of Section 162(m)(3) of the Code) shall not have an option price less than the Fair Market Value of the Shares on the date the Nonqualified Stock Option is granted. The option price shall be payable on exercise of the Option (i) in cash or by certified check, bank draft or postal or express money order, (ii) in the discretion of the Committee, by the surrender of Shares then owned by the Participant, or (iii) in the discretion of the Committee, partially in accordance with clause (i) and partially in accordance with clause (ii) of this Section 2 (b). Shares so surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair Market Value thereof on the date of exercise, surrender of such Shares to be evidenced by delivery of the certificate(s) representing such Shares in such manner, and endorsed in such form, or accompanied by stock powers endorsed in such form, as the Committee may determine.

(c) Option Period.

(i) General. The period during which a Nonqualified Stock Option shall be exercisable shall not exceed ten (10) years from the date such Nonqualified Stock Option is granted; provided, however, that such Option may be sooner terminated in accordance with the provisions of this Section 2 (c). Subject to the foregoing, the Committee may establish a period or periods with respect to all or any part of the Nonqualified Stock Option during which such Option may not be exercised and at the time of a subsequent grant of a Nonqualified Stock Option or at such longer time as the Committee may determine accelerate the right of the Participant to exercise all or any part of the Nonqualified Stock Option not then exercisable. The number of Shares which may be purchased at any one time shall be 100 Shares, a multiple thereof or the total number at the time purchasable under the Nonqualified Stock Option.

(ii) Termination of Employment. If the Participant ceases to be an employee of any member of the Company Group or ceases to perform services for any member of the Company Group for any reason other than Disability or death, any outstanding Nonqualified Stock Option held by the Participant shall terminate on the earlier of the date on which such Option would otherwise expire or three (3) months after such termination of employment or the provision of services, and such Option shall be exercisable, prior to its termination, to the extent it was exercisable as of the date of termination of employment or the date on which services ceased to be performed.

(iii) Disability. If a Participant’s employment or provision of services is terminated by Disability, any then outstanding Nonqualified Stock Option held by the Participant shall terminate on the earlier of the date on which such Option would otherwise expire or one (1) year after such termination of employment or the provision of services, and such Option shall be exercisable, prior to its termination, to the extent it was exercisable as of the date of termination of employment or the date on which services ceased to be performed.

(iv) Death. If a Participant’s employment or provision of services is terminated by death, the representative of the Participant’s estate or beneficiaries thereof to whom the Option has been transferred shall have the right during the one (1) year period following the date of the Participant’s death to exercise any then outstanding Nonqualified Stock Options in whole or in part. The number of Shares in respect to which a Nonqualified Stock Option may be exercised after a Participant’s death shall be the number of Shares in respect of which such Option could be exercised as of the date of the Participant’s death. In no event may the period for exercising a Nonqualified Stock Option extend beyond the date on which such Option would otherwise expire.

(d) Non-transferability. Unless otherwise provided by the Committee, a Nonqualified Stock Option shall not be transferable or assignable by the Participant other than by will or the laws of descent and distribution, and shall be exercisable during the Participant’s lifetime only by the Participant.

IV. MISCELLANEOUS

1. Effective Date. This Plan shall become effective on February 17, 2000 (the “Effective Date”), provided, however, that if the Plan is not approved by the shareholders of the Company prior to the expiration of the one year period commencing on the Effective Date, this Plan and all Options granted hereunder shall be null and void and shall be of no effect.

2. Duration of Program. Unless sooner terminated, the Plan shall remain in effect for a period of ten years after the Effective Date and shall thereafter terminate. No Incentive Stock Options or Nonqualified Stock Options may be granted after the termination of this Plan; provided however, that except as otherwise provided in Section 1 of this Part IV, termination of the Plan shall not affect any Options previously granted, which such Options and shall remain in effect until exercised, surrendered or cancelled, or until they have expired, all in accordance with their terms.

3. Changes in Capital Structure, etc. In the event of changes in the outstanding common shares of the Company by reasons of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchange of shares, separations, reorganizations, or liquidations, the number of Shares available under the Plan in the aggregate and the maximum number of Shares as to which Options may be granted to any Participant shall be correspondingly adjusted by the Committee. The Committee shall make appropriate adjustments in the number of Shares as to which outstanding Options, or portions thereof then unexercised, shall relate, to the end that the Participant’s proportionate interest shall be maintained as before the occurrence of such events; such adjustment shall be made without change in the total price applicable to the unexercised portion of Options and with a corresponding adjustment in the option price per Share. In addition, if the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company’s assets or otherwise, the Committee or the Board of Directors of any entity assuming the obligations of the Company hereunder, may, as to outstanding Options either (i) provide that such Options shall be assumed, or equivalent options shall be substituted, by the acquiring or successor corporation (or an affiliate thereof), (ii) upon written notice to the optionees, provide that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate, or (iii) terminate all Options in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Options (to the extent then exercisable) over the exercise price thereof.

4. Rights as Shareholder. A Participant entitled to Shares as a result of the exercise of an Option shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of such exercise, except to the extent a stock certificate is issued therefor and then only from the date such certificate is issued. No adjustments shall be made for dividends or distributions or other rights for which the record date is prior to the date such stock certificate is issued.

5. Expenses. The expenses of this Plan shall be paid by the Company.

6. Withholding. Any person exercising an Option shall be required to pay to the appropriate member of the Company Group the amount of any taxes such member is required by law to withhold with respect to the exercise of such Option. Such payment shall be due on the date such member is required by law to withhold such taxes. Such payment may also be made at the election of the optionee by the surrender of Shares then owned by the optionee, or the withholding of Shares otherwise to be issued to the optionee on exercise, in an amount that would satisfy the withholding amount due. Any election so made by optionees subject to Section 16(b) of the Securities Exchange Act of 1934, as amended shall be in accordance with the requirements of Rule 16b-3(e) under such Act and any interpretations thereof of the Securities and Exchange Commission. The value of such Shares withheld or delivered shall be equal to the Fair Market Value of such Shares on the date of exercise. In the event that such payment is not made when due, the Company shall have the right to deduct, to the extent permitted by law, from any payment of any kind otherwise due to such person from any member of the Company Group, all or part of the amount required to be withheld.

7. Compliance with Applicable Law. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing Shares to be delivered pursuant to the exercise of an Option, unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws and regulations of governmental authority. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law or regulation. The Committee may require, as a condition of the issuance and delivery of such certificates and in order to ensure compliance with such laws and regulations, that the Participant make such covenants, agreements and representations as the Committee, in its sole discretion, deems necessary or desirable.

8. Application of Funds. Any cash proceeds received by the Company from the sale of Shares pursuant to Options will be used for general corporate purposes.

9. Amendment of the Plan. The Board may from time to time suspend or discontinue this Plan or revise or amend it in any respect whatsoever except that, without approval of the shareholders, no such revision or amendment shall make any changes requiring shareholder approval under Sections 162(m) or 422 of the Code. No such suspension, discontinuance, revision or amendment shall in any manner affect any grant theretofore made without the consent of the Participant or the transferee of the Participant, unless necessary to comply with applicable law.

EX-10.7

IMMUCELL CORPORATION

EXHIBIT 10.7

FORM OF INCENTIVE STOCK OPTION AGREEMENT

ImmuCell Corporation, a Delaware corporation (hereinafter the “Company”), hereby grants to                          (the “Optionee”), pursuant to the Company’s 2000 Stock Option and Incentive Plan (hereinafter the “2000 Plan”), a copy of which is attached hereto as Exhibit A, an Incentive Stock Option (the “Option”) to purchase                      (    ) shares of common stock of the Company at the price of $             per share, such price being equal to the Fair Market Value (as defined in the 2000 Plan) of the common stock on the date hereof.

This Option is specifically subject to all of the terms and conditions of the 2000 Plan with the same force and effect as if fully set forth in this Option. In the event of any inconsistency or misunderstanding with respect to the terms of this Option, as compared with the provisions of the 2000 Plan, the provisions of the 2000 Plan shall control and prevail.

1. EXERCISE.

This Option may be exercised in full or in part pursuant to the procedures and requirements set forth in the 2000 Plan. This Option shall be exercisable according to the following schedule:

The purchase price for the shares purchased upon exercise of this Option shall be paid in cash or certified check, or at the discretion of the Compensation and Stock Option Committee of the Board of Directors of the Company (i) by the delivery of shares of the Company’s common stock with a Fair Market Value at the time of exercise equal to the total option price, or (ii) by any combination of the methods described above. As soon as practicable following an exercise of this Option by delivery to the Company of the exercise price, the Company shall provide the Optionee with a certificate for the shares being purchased. Such certificate shall have endorsed thereon any legends required under federal or state securities laws.

2. NON-TRANSFERABILITY.

Except as otherwise provided in the 2000 Plan, the Option is not transferable by the Optionee, and is exercisable only pursuant to the terms and limitations of the 2000 Plan.

3. TERMINATION OF OPTION.

Unless earlier terminated pursuant to the terms of the 2000 Plan, this Option shall terminate                      (    ) years from the date hereof, on                     , and may not be exercised after that date. If the Optionee’s employment by the Company shall terminate for any reason other than disability or death, his or her rights under this Option shall be governed by Section II.2. (c) (ii) of the 2000 Plan; if the Optionee’s employment by the Company shall terminate by reason of disability, his or her rights under this Option shall be governed by Section II.2. (c) (iii) of the 2000 Plan; and if the Optionee’s employment by the Company shall terminate by death, his or her rights under this Option shall be governed by Section II.2 (c) (iv) of the 2000 Plan.

4. ACKNOWLEDGEMENT OF OPTIONEE.

The Optionee hereby accepts the grant of the foregoing Option and agrees to be bound by its terms and provisions. The Optionee further acknowledges receipt of a copy of the 2000 Plan, that he or she has read and understood the same, and agrees to be bound by its terms, conditions and restrictions.

5. DATE OF OPTION.

The Option is granted as of                             .

IMMUCELL CORPORATION
By:
Its:	President and Chief Executive Officer
Optionee

EX-14

IMMUCELL CORPORATION

EXHIBIT 14

Code of Business Conduct and Ethics for

ImmuCell Corporation (the “Company”)

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s written policy on insider trading for more details.

The Company’s reputation depends on the conduct of it employees. Every employee of the Company must play a part in maintaining the Company’s reputation for the highest ethical standards. The Company expects its employees to conduct themselves in a businesslike manner. Drinking alcohol, taking illegal drugs, gambling, fighting, swearing, and similar unprofessional activities are strictly prohibited while on the job. Employees must not engage in sexual harassment, or conduct themselves in a way that could be construed as such, for example, by using inappropriate language, keeping or posting inappropriate materials in their work area, or accessing inappropriate materials on their computer. See the Employee Handbook for more details on this policy.

Conflicts of Interest

The Company expects that employees will perform their duties conscientiously, honestly, and in accordance with the best interests of the Company. Employees must not use their position or the knowledge gained as a result of their position for private or personal advantage. All directors, officers and employees of the Company have a duty of loyalty to the Company, and must therefore avoid any actual or apparent conflict of interest with the Company. A “conflict of interest” exists whenever an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with

the interests of the Company as a whole. It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not permitted to work simultaneously for a competitor, including as a consultant or board member. The best policy is to avoid any direct or indirect business connection with the Company’s customers, suppliers or competitors, except on behalf of the Company. Regardless of the circumstances, if employees sense that a course of action they have pursued, are presently pursuing, or are contemplating pursuing may involve them in a conflict of interest with the Company, they should immediately communicate all the facts to their superior or to a member of the Sarbanes-Oxley Committee or the Audit Committee.

Loans to, or guarantees of obligations of, employees, officers and directors may create conflicts of interest. Federal law prohibits loans to directors and officers made after July 30, 2002.

Corporate Opportunities

Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors, officers and employees are prohibited from a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of Company property, information or position; b) using Company property, information or position for personal gain; and c) competing with the Company.

Outside Activities, Employment, and Directorships

All employees share a serious responsibility for the Company’s good public relations, especially at the community level. Their readiness to help with charitable, educational, and civic activities brings credit to the Company and is encouraged. Employees must, however, avoid acquiring any business interest or participating in any other activity outside the Company that would, or would appear to:

• Create an excessive demand upon their time and attention, thus depriving the Company of their best efforts on the job; or

• Create a conflict of interest—an obligation, interest, or distraction—that may interfere with the independent exercise of judgment in the Company’s best interest.

Relationships With Clients and Suppliers

Employees should avoid investing in or acquiring a financial interest for their own accounts in any business organization that has a contractual relationship with the Company, or that provides goods or services, or both to the Company, if such investment or interest could influence or create the impression of influencing their decisions in the performance of their duties on behalf of the Company.

Gifts, Entertainment, and Favors

Employees must not accept entertainment, gifts, or personal favors that could, in any way, influence, or appear to influence, business decisions in favor of any person or organization with whom or with which the Company has, or is likely to have, business dealings. Similarly, employees must not accept any other preferential treatment under these circumstances because their position with the Company might be inclined to, or be perceived to, place them under obligation. See the Employee Handbook for more details on this policy.

Kickbacks and Secret Commissions

Regarding the Company’s business activities, employees may not receive payment or compensation of any kind, except as authorized under the Company’s remuneration policies. In particular, the Company strictly prohibits the acceptance of kickbacks and secret commissions from suppliers or others. Any breach of this rule will result in disciplinary action, up to and including immediate termination and prosecution to the fullest extent of the law.

Company Funds and Other Assets

The Company imposes strict standards to prevent fraud and dishonesty. If employees become aware of any evidence of fraud and dishonesty, they should immediately report it in accordance with the Company’s Whistle-blower’s Policy.

When an employee’s position requires spending Company funds or incurring any reimbursable personal expenses, that individual must use good judgment on the Company’s behalf to ensure that good value is received for every expenditure. Company funds and all other assets of the Company are for Company purposes only and not for personal benefit. This includes the personal use of organizational assets, such as computers. See the Employee Handbook for more details on this policy.

Company Records and Communications

Accurate and reliable records of many kinds are necessary to meet the Company’s legal and financial obligations and to manage the affairs of the Company. The Company’s books and records must reflect in a full, fair, accurate and timely manner all business transactions. The employees responsible for accounting and record keeping must fully disclose and record all assets, liabilities, or both, and must exercise diligence in enforcing these requirements.

Employees must not make or engage in any false record or communication of any kind, whether internal or external, including but not limited to:

• False expense, attendance, production, financial, or similar reports and statements

• False advertising, deceptive marketing practices, or other misleading representations

Dealing With Outside People and Organizations

Employees must take care to separate their personal roles from their Company positions when communicating on matters not involving Company business. Employees must not use Company identification, stationery, supplies, and equipment for personal or political matters.

When communicating publicly on matters that involve Company business, employees must not presume to speak for the Company on any topic. At this time, the President and CEO serves as the primary investor relations contact for the Company. Any questions from the press or public should be referred to the President and CEO. Public comments about the Company’s business should be limited to information that has been publicly disclosed in either a quarterly (Form 10-Q) or annual (Form 10-K) filing with the SEC or in a Company press release. For convenient reference, copies of all such filings and reports are kept in the reception area.

When dealing with anyone outside the Company, including public officials, employees must take care not to compromise the integrity or damage the reputation of either the Company, or any outside individual, business, or government body.

Prompt Communications

In all matters relevant to customers, suppliers, government authorities, the public and others in the Company, all employees must make every effort to achieve complete, accurate, and timely communications.

Privacy and Confidentiality

Confidential information includes all non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers, if disclosed. Directors, officers and employees of the Company must maintain the confidentiality of confidential information entrusted to them by the Company.

When handling financial and personal information about customers or others with whom the Company has dealings, observe the following principles:

1. Collect, use, and retain only the personal information necessary for the Company’s business. Whenever possible, obtain any relevant information directly from the person concerned. Use only reputable and reliable sources to supplement this information.

2. Retain information only for as long as necessary or as required by law. Protect the physical security of this information. In the event of a subpoena, or a pending, imminent or contemplated litigation of governmental investigation, records should not be destroyed. In such event, please consult with the President and CEO or directly with the Company’s legal counsel.

3. Limit internal access to personal information to those with a legitimate business reason for seeking that information. Use only personal information for the purposes for which it was originally obtained. Obtain the consent of the person concerned before externally disclosing any personal information, unless legal process or contractual obligation provides otherwise.

Reporting Any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors or other appropriate personnel promptly about any observed or potential illegal or unethical behavior. Alternatively, they may contact any member of the Sarbanes-Oxley Committee or the Audit Committee of the Board of Directors. This includes, but is not limited to, concerns regarding questionable accounting or auditing matters or internal controls. The Company will not permit retaliation of any kind by or on behalf of the Company against good faith reports or complaints of violations of this Code or other illegal or unethical conduct. See the Company’s Whistle-blower’s Policy for additional details.

Failure to Comply

A failure by any director, officer or employee to comply with the laws or regulations governing the Company’s business, this Code or any other Company policy or requirement may result in disciplinary action, including immediate dismissal and if warranted, legal proceedings.

Amendment, Modification, and Waiver

This Code may be amended, modified or waived by the Board of Directors or the Audit Committee of the Board of Directors. Any waiver relating to an executive officer will be disclosed in a Current Report on Form 8-K within 5 days of such waiver.

EX-23

IMMUCELL CORPORATION

EXHIBIT 23

CONSENT OF BAKER NEWMAN & NOYES, LLC

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

ImmuCell Corporation

We consent to the incorporation by reference in Registration Statement No. 333-2631 and No. 333-65514 of ImmuCell Corporation on Form S-8 of our report, dated March 25, 2009, relating to our audit of the financial statements which appears in this Annual Report on Form 10-K of ImmuCell Corporation for the year ended December 31, 2008.

Portland, Maine	/s/ Baker Newman & Noyes
March 25, 2009	Baker Newman & Noyes, LLC

EX-31

IMMUCELL CORPORATION

EXHIBIT 31

RULE 13a-14(a) CERTIFICATIONS

I, Michael F. Brigham, certify that:

1.    I have reviewed this Annual Report on Form 10-K of ImmuCell Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.    I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer is made known to me by others, particularly during the period in which this report is being prepared;

b) [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 33-8392];

c) evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.    I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date:        March 26, 2009

/s/ Michael F. Brigham

Michael F. Brigham

President, Chief Executive Officer and Treasurer

EX-32

IMMUCELL CORPORATION

EXHIBIT 32

SECTION 1350 CERTIFICATIONS, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of ImmuCell Corporation (the “Company”) for the period ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael F. Brigham, President, Chief Executive Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition, results of operations and cash flows of the Company.

/s/ Michael F. Brigham

Michael F. Brigham

President, Chief Executive Officer and Treasurer

March 26, 2009

A signed original of this written statement required by Section 906 has been provided to ImmuCell Corporation and will be retained by ImmuCell Corporation and furnished to the Securities and Exchange Commission or its staff upon request.