X0202 4 2008-01-04 0 0000849448 LIFECELL CORP LIFC 0001166776 THOMAS PAUL LIFECELL CORPORATION ONE MILLENNIUM WAY BRANCHBURG NJ 08876 1 1 0 0 Chairman, President and CEO Forward sale contract (obligation to sell) 2008-01-04 4 J 0 41496 A 2010-01-04 2010-01-04 Common Stock 41496 41496 D Pursuant to a previously adopted Rule 10b5-1 plan, on January 4, 2008, the reporting person entered into a forward sale contract with an unaffiliated third party buyer.The contract obligates the reporting person to deliver to the buyer up to 41,496 shares of LifeCell Corporation (?LifeCell?) common stock, par value $0.001 per share (the ?Common Stock?) (or, at the reporting person?s election, an equivalent amount of cash based on the market price of LifeCell Common Stock at that time) on the applicable settlement date of the contract. In exchange for assuming this obligation, the reporting person has the right to request prepayments as of the date of entering into the contract, provided such prepayment requests do not designate a date prior to January 9, 2008. The reporting person pledged 41,496 shares of LifeCell Common Stock (the ?Pledged Shares?) to secure his obligations under the contract, and retained voting rights in the Pledged Shares during the term of the pledge. The number of shares of LifeCell Common Stock to be delivered to the buyer on the applicable settlement date is to be determined as follows: (a) if the mid-point of the highest bid and lowest ask prices quoted on January 4, 2010, without regard to quotations that "lock" or "cross" the dealer exchange or dealer quotation system (the ?Settlement Price?) is less than or equal to $32.4021 (the ?Forward Floor Price?), then the reporting person will deliver to the buyer all of the Pledged Shares; -continued- (b) if the Settlement Price is between the Forward Floor Price and $57.5202 (the ?Forward Cap Price?), the reporting person will deliver to the buyer a number of shares of LifeCell Common Stock equal to the amount obtained by (i) dividing the Forward Floor Price by the Settlement Price (the ?Mid-level Amount?) and (ii) multiplying the Mid-level Amount by 41,496; and (c) if the Settlement Price is greater than the Forward Cap Price, the reporting person will deliver to the buyer a number of shares of LifeCell Common Stock equal to the amount obtained by (i) adding the Forward Floor Price to the number obtained by subtracting the Forward Cap Price from the Settlement Price (the ?Price?); (ii) dividing the Price by the Settlement Price (?Overage Amount?); and (iii) multiplying the Overage Amount by 41,496. /s/ Paul G. Thomas 2008-01-08