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<SEC-DOCUMENT>0001072613-02-001549.txt : 20021015
<SEC-HEADER>0001072613-02-001549.hdr.sgml : 20021014
<ACCEPTANCE-DATETIME>20021015150559
ACCESSION NUMBER:		0001072613-02-001549
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20021001
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021015

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IMMUCELL CORP /DE/
		CENTRAL INDEX KEY:			0000811641
		STANDARD INDUSTRIAL CLASSIFICATION:	IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
		IRS NUMBER:				010382980
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12934
		FILM NUMBER:		02789097

	BUSINESS ADDRESS:	
		STREET 1:		56 EVERGREEN DR
		CITY:			PORTLAND
		STATE:			ME
		ZIP:			04103
		BUSINESS PHONE:		2078782770

	MAIL ADDRESS:	
		STREET 1:		56 EVERGREEN DRIVE
		CITY:			PORTLAND
		STATE:			ME
		ZIP:			04103
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k_11532.txt
<DESCRIPTION>IMMUCELL CORPORATION FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


                                 October 1, 2002
                                 ---------------
                        (Date of earliest event reported)



                              IMMUCELL CORPORATION
                              --------------------
             (Exact name of registrant as specified in its charter)



                                     0-15507
                                     -------
                            (Commission file number)


              DELAWARE                                     01-0382980
              --------                                     ----------
    (State or other jurisdiction                        (I.R.S. Employer
          of incorporation)                            Identification No.)

                               56 Evergreen Drive
                               Portland, ME 04103
                               ------------------
              (Address of principal executive offices and zip code)

                                 (207) 878-2770
                                 --------------
              (Registrant's telephone number, including area code)


================================================================================
<PAGE>

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On October 1, 2002, the Company agreed to accept $930,000 from Kamar,
Inc. of Steamboat Springs, Colorado in consideration of the early termination of
a product license. Since 1988, the Company had marketed the Kamar(R)
Heatmount(R) Detector, a product used to detect standing heat in cows, under an
exclusive license from Kamar that was set to expire on December 31, 2004. The
$930,000 approximates the expected net contribution from the product over the
remaining twenty-seven months of the license term, had it not been terminated.
As this license had no book value, the full amount of the proceeds represents a
pre-tax gain of $930,000 before associated legal and accounting fees. As a
result of this transaction, sales, cost of sales and marketing expenses will be
reduced accordingly beginning October 1, 2002. The accompanying pro forma
financial information gives effect to this transaction as if it occurred as of
the beginning of the periods for the pro forma Statements of Operations and as
of June 30, 2002 for the pro forma Balance Sheet.

         The Company received $200,000 at closing and the remaining $730,000
balance is due, pursuant to a short-term note, no later than October 31, 2002.
The short-term note is secured by a trademark security agreement. The Company
expects to collect approximately $261,000 in accounts receivable from customers
over the next thirty to sixty days pertaining to related sales made prior to
October 1, 2002. The Company expects to transfer related product inventory on
hand at September 30, 2002 to Kamar for approximately its cost of $158,000 no
later than October 15, 2002.

         A summary of this transaction was provided in a press release dated
October 3, 2002, a copy of which is filed as Exhibit 99 to this Current Report
on Form 8-K and is incorporated herein by this reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (b) Unaudited pro forma financial information

Schedule 1.  Unaudited  pro forma  Statement  of  Operations  for the year ended
December 31, 2001.
Schedule 2. Unaudited pro forma Statement of Operations for the six months ended
June 30, 2002.
Schedule 3. Unaudited pro forma Balance Sheet as of June 30, 2002.

         (c) Exhibits

         2.    Termination of Distribution and Licensing Agreement dated October
               1, 2002.

         99.  Press release of the Registrant dated October 3, 2002.

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           IMMUCELL CORPORATION


Date    October 15, 2002                   /s/ Michael F. Brigham
    ---------------------                  -------------------------------------
                                           Michael F. Brigham
                                           President and Chief Executive Officer
<PAGE>

                               INDEX TO SCHEDULES


Schedule                                                            Sequential
Number     Description                                            Page number(s)
- ------     -----------                                            --------------

  1.      Unaudited pro forma Statement of Operations for the year
          ended December 31, 2001.                                          4

  2.      Unaudited pro forma Statement of Operations for the six months
          ended June 30, 2002.                                              5

  3.      Unaudited pro forma Balance Sheet as of June 30, 2002.          6-7

         On October 1, 2002, the Company agreed to accept $930,000 from Kamar,
Inc. of Steamboat Springs, Colorado in consideration of the early termination of
a product license. Since 1988, the Company had marketed the Kamar(R)
Heatmount(R) Detector, a product used to detect standing heat in cows, under an
exclusive license from Kamar that was set to expire on December 31, 2004. The
$930,000 approximates the expected net contribution from the product over the
remaining twenty-seven months of the license term, had it not been terminated.
As this license had no book value, the full amount of the proceeds represents a
pre-tax gain of $930,000 before associated legal and accounting fees. As a
result of this transaction, sales, cost of sales and marketing expenses will be
reduced accordingly beginning October 1, 2002. The pro forma financial
information provided in Schedules 1-3 gives effect to this transaction as if it
occurred as of the beginning of the periods for the pro forma Statements of
Operations and as of June 30, 2002 for the pro forma Balance Sheet.

         The Company received $200,000 at closing and the remaining $730,000
balance is due, pursuant to a short-term note, no later than October 31, 2002.
The short-term note is secured by a trademark security agreement. The Company
expects to collect approximately $261,000 in accounts receivable from customers
over the next thirty to sixty days pertaining to related sales made prior to
October 1, 2002. The Company expects to transfer related product inventory on
hand at September 30, 2002 to Kamar for approximately its cost of $158,000 no
later than October 15, 2002.

         Further details about the pro forma adjustments are set forth in the
notes appearing at the end of the pro forma financial information. The pro forma
financial information is not necessarily indicative of the operating results or
financial position that would have occurred had the product license been
terminated at the beginning of the periods presented or as of the end of the
period presented, nor is it necessarily indicative of future operating results
or financial condition.


                                  EXHIBIT INDEX


Exhibit                                                             Sequential
Number     Description                                            Page number(s)
- ------     -----------                                            --------------

  2.      Termination of Distribution and Licensing Agreement
          dated October 1, 2002                                          9-12

  99.     Press release of the Registrant dated October 3, 2002.           13


<PAGE>

                                                                      Schedule 1

                              ImmuCell Corporation
                        Pro forma Statement of Operations
                                    Unaudited

<TABLE><CAPTION>
                                     Year Ended            Adjustments         Pro forma
                                  December 31, 2001          (Note 1)           Adjusted
<S>                                    <C>                  <C>                 <C>
REVENUES:
Product sales                          6,395,140            2,468,235           3,926,905
Grant income                             132,581                    0             132,581
Royalty income                            78,595                    0              78,595
Technology licensing income               45,450                    0              45,450
Sale of option to technology              25,000                    0              25,000
                                       --------------------------------------------------
Total revenues                         6,676,766            2,468,235           4,208,531

COSTS AND EXPENSES:
Product costs                          3,214,984            1,539,616           1,675,368
Research and development                       0
  expenses                               849,174                    0             849,174
Sales and marketing                            0
  expenses                             1,358,563              673,961             684,602
General and administrative                     0
  expenses                               583,161                    0             583,161
                                       --------------------------------------------------
Total costs and expenses               6,005,882            2,213,577           3,792,305

Net operating income                     670,884              254,658             416,226

Interest and other income                 62,671                    0              62,671
Interest expense                         (36,515)                   0             (36,515)
                                       --------------------------------------------------
Net interest and other                    26,156                    0              26,156

INCOME BEFORE TAXES                      697,040              254,658             442,382

TAX EXPENSE                              276,605              101,055             175,550
                                       --------------------------------------------------
NET INCOME                               420,435              153,603             266,832

Net Income per Common Share:
    Basic                             $     0.15           $     0.05          $     0.10

    Diluted                           $     0.15           $     0.06          $     0.09

Weighted Average Common
Shares Outstanding:
    Basic                              2,717,857            2,717,857           2,717,857

    Diluted                            2,836,309            2,836,309           2,836,309
</TABLE>
<PAGE>

                                                                      Schedule 2

                              ImmuCell Corporation
                        Pro forma Statement of Operations
                                    Unaudited
<TABLE><CAPTION>

                                    Six Months Ended       Adjustment          Pro forma
                                     June 30, 2002          (Note 1)            Adjusted
<S>                                    <C>                  <C>                 <C>
REVENUES:
Product sales                          3,180,518            1,642,238           1,538,280
Grant income                             190,260                    0             190,260
Royalty income                            25,767                    0              25,767
Technology licensing income               27,270                    0              27,270
Sale of option to technology              30,000                    0              30,000
                                       --------------------------------------------------
Total revenues                         3,453,815            1,642,238           1,811,577

COSTS AND EXPENSES:
Product costs                          1,704,956            1,012,806             692,150
Research and development                       0
  expenses                               416,663                    0             416,663
Sales and marketing                            0
  expenses                               774,727              401,696             373,031
General and administrative                     0
  expenses                               299,762                    0             299,762
                                       --------------------------------------------------
Total costs and expenses               3,196,108            1,414,502           1,781,606

Net operating income                     257,707              227,736              29,971

Interest and other income                 14,259                    0              14,259
Interest expense                         (19,707)                   0             (19,707)
                                       --------------------------------------------------
Net interest and other                    (5,448)                   0              (5,448)

INCOME BEFORE TAXES                      252,259              227,736              24,523

TAX EXPENSE                              105,828               95,540              10,288
                                       --------------------------------------------------
NET INCOME                               146,431              132,196              14,235

Net Income per Common Share:
    Basic                             $     0.05           $     0.04          $     0.01

    Diluted                           $     0.05           $     0.04          $     0.01

Weighted Average Common
Shares Outstanding:
    Basic                              2,734,998            2,734,998           2,734,998

    Diluted                            2,809,248            2,809,248           2,809,248
</TABLE>
<PAGE>

                                                                      Schedule 3

                              IMMUCELL CORPORATION
                             PRO FORMA BALANCE SHEET
                                    UNAUDITED

<TABLE><CAPTION>
                                    As of June 30,       Adjustments           Pro forma
                                         2002              (Note 2)             Adjusted
<S>                                    <C>                   <C>                <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents              1,299,280             200,000            1,499,280
Short-term investments                   489,145                   0              489,145
Short-term note receivable                     0             730,000              730,000
Accounts receivable, net of
  allowance for doubtful
  accounts of $38,000                    741,198                   0              741,198
Inventories                              764,070            (158,220)             605,850
Current portion of deferred
  tax asset                               78,650                   0               78,650
Prepaid expenses                         165,658                   0              165,658
                                       --------------------------------------------------
     Total current assets              3,538,001             771,780            4,309,781

PROPERTY, PLANT AND
EQUIPMENT, AT COST:
Laboratory and manufacturing
  equipment                            1,273,366                   0            1,273,366
Building and improvements              1,300,137                   0            1,300,137
Office furniture and equipment            89,984                   0               89,984
Land                                      50,000                   0               50,000
                                       --------------------------------------------------
                                       2,713,487                   0            2,713,487
Less - accumulated deprec              1,046,539                   0            1,046,539
     Net property, plant and
                                       --------------------------------------------------
      equipment                        1,666,948                   0            1,666,948

DEFERRED TAX ASSET                     1,515,780            (390,135)           1,125,645

PRODUCT RIGHTS AND OTHER
  ASSETS, NET OF AMORTIZATION
  of $81,000                             289,208                   0              289,208
                                       --------------------------------------------------
TOTAL ASSETS                           7,009,937             381,645            7,391,582
</TABLE>
<PAGE>

                                                                      Schedule 3

                              IMMUCELL CORPORATION
                             PRO FORMA BALANCE SHEET
                                    UNAUDITED

<TABLE><CAPTION>
                                     As of June 30,        Adjustments           Pro forma
                                          2002               (Note 2)             Adjusted
<S>                                      <C>                 <C>                   <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts Payable                         294,777             (158,220)             136,557
Accrued Expenses                         228,077                    0              228,077
Deferred Revenue                          72,280                    0               72,280
                                       --------------------------------------------------
   Total current liabilites              595,134             (158,220)             436,914

LONG-TERM LIABILITIES:
Long-term portion of deferred
  revenue                                200,000                    0              200,000
                                       --------------------------------------------------
Total long-term liabilites               200,000                    0              200,000

STOCKHOLDERS' EQUITY:
Common stock                             312,558                    0              312,558
Capital in excess of par value         8,935,649                    0            8,935,649
Accumulated deficit                   (2,446,669)             539,865           (1,906,804)
Treasury stock at cost                  (586,735)                   0             (586,735)
                                       --------------------------------------------------
Total stockholders' equity             6,214,803              539,865            6,754,668

TOTAL LIABILITIES AND STOCK-
  HOLDERS' EQUITY                      7,009,937              381,645            7,391,582
</TABLE>
<PAGE>


                              ImmuCell Corporation
               Notes to Unaudited Pro Forma Financial Information

Note 1
- ------
The unaudited pro forma statements of operations for the year ended December 31,
2001 (Schedule 1) and for the six months ended June 30, 2002 (Schedule 2) give
effect to the disposition of the product license covering the sale of the
Kamar(R) Heatmount(R) Detector product in consideration of $930,000 as of the
beginning of the periods reported. The reported sales and cost of sales figures
were reduced by the amounts attributable to the licensed product. Additionally,
the reported sales and marketing expenses were reduced by the cost of
advertisement placements and marketing royalties pertaining directly to the
licensed product. No pro forma adjustment was made to reflect any overhead or
general and administrative costs, as none of these amounts are directly
attributable to the product license that has been terminated. The historical tax
rates of 39.68% and 41.95% for the twelve month period ended December 31, 2001
and for the six month period ended June 30, 2002, respectively, were utilized in
estimating the pro forma tax provisions. These unaudited pro forma financial
statements should be read in conjunction with the historical financial
statements and notes thereto of ImmuCell Corporation.

Note 2
- ------
The unaudited pro forma balance sheet as of June 30, 2002 (Schedule 3) gives
effect to the disposition of the product license covering the sale of the
Kamar(R) Heatmount(R) Detector product in consideration of $930,000 as of June
30, 2002. The increase in cash of $200,000 was received on October 1, 2002. The
$730,000 note receivable is due from Kamar by October 31, 2002. Approximately
$158,000 in inventory shall be acquired by Kamar by October 15, 2002 and net
against amounts due from the Company to Kamar as of September 30, 2002. The
historical tax rate of 41.95% for the six month period ended June 30, 2002 was
applied to the $930,000 pre-tax gain to allocate approximately $390,000 against
the Company's long-term deferred tax asset. Approximately $261,000 in accounts
receivable is expected to be collected from customers within the thirty to sixty
days after September 30, 2002. This unaudited pro forma financial statement
should be read in conjunction with the historical financial statements and notes
thereto of ImmuCell Corporation.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>ex2_11532.txt
<DESCRIPTION>TERMINATION OF AGREEMENT
<TEXT>

               TERMINATION OF DISTRIBUTION AND LICENSING AGREEMENT


         THIS TERMINATION AGREEMENT, made and entered into as of the 1st day of
October, 2002, by and among KAMAR, INC., a Colorado corporation, KAMAR PRODUCTS
LLC, a Colorado limited liability company ("KAMAR LLC") together with any other
subsidiaries or other affiliates of KAMAR, Inc. (collectively, "Kamar"),
IMMUCELL CORPORATION, a Delaware corporation ("ImmuCell"), and KAMAR MARKETING
GROUP, INC., a Colorado corporation and a wholly-owned subsidiary of ImmuCell
("KMG"). ImmuCell and KMG are sometimes hereinafter referred to collectively as
"ImmuCell/KMG."



                                   WITNESSETH:


         WHEREAS, Kamar, ImmuCell and KMG are parties to a certain Distribution
and Licensing Agreement dated as of December 3, 1993, as amended by Amendment
No. 1 to Distribution and Licensing Agreement dated as of July 1, 1998 and as
further amended by Amendment No. 2 to Distribution and Licensing Agreement dated
as of September 28, 2000 (the "Agreement"); and

         WHEREAS, Kamar, ImmuCell and KMG desire to terminate the Agreement
provided certain terms and provisions are met by each party;

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agrees as follows:

         1. The Agreement is terminated as of 11:59 P.M. on September 30, 2002

         2. The following paragraphs survive the termination of the Agreement
and are enforceable in accordance with this Termination of Distribution and
Licensing Agreement:

         1.09  - "Marketing of Similar Products": the first sentence survives as
                 amended July 1, 1998, provided that Kamar shall fulfill its
                 obligations under this Termination of Distribution and
                 Licensing Agreement, and the second sentence is terminated.

         2.06  - "Sharing of Risk of Uncollectible Accounts", as amended
                 September 28, 2000

         3.01  - "Maintenance of Records" with a change reducing the period that
                 Kamar is required to maintain such records from three (3) years
                 after the period to which the records relate to six (6) months
                 after Kamar meets its obligations under this Termination of
                 Distribution and Licensing Agreement

         3.02  - "Special Audit" with a change limiting the time period during
                 which either party may request such a Special Audit to no later
                 than six (6) months after Kamar meets its obligations under
                 this Termination of Distribution and Licensing Agreement
<PAGE>


         3.07  - "Repurchase of Inventory by Kamar upon Termination or
                 Expiration of Agreement", as amended September 28, 2000

         3.09  - "Binding Arbitration"

         4.01  - "Notices" with a change in Kamar's address to: Kamar, Inc.,
                 1821 Kamar Plaza #3, Steamboat Springs, CO 80487

         4.03  - "Termination of Prior Agreements"

         4.02  - "Assignment"

         4.05  - "Modification of Agreement"

         4.07  - "Governing Law"

         3. Kamar shall pay ImmuCell $200,000.00 on October 1, 2002.

         4. Kamar shall pay ImmuCell an additional $730,000 on or before
Thursday, October 31, 2002.

         5. The payment due to ImmuCell will be secured by a first security
interest in the Kamar(R) Heamount(R) Detector product and all associated
trademarks and rights. In connection therewith, the parties will enter into a
Trademark Security Agreement in the form of Exhibit A. In addition, in the event
of a default by Kamar of its obligations under this Termination of Distribution
and Licensing Agreement that is not cured within thirty (30) days of written
notice from ImmuCell, Kamar, KAMAR LLC and their respective affiliates shall
agree not to compete in the heat detection business for a period of three years
from the date of default. Kamar and KAMAR LLC agree that any breach of this
agreement not to compete by Kamar and KAMAR LLC or their respective affiliates
would cause ImmuCell substantial and irrevocable damage and therefore, in the
event of such breach, Kamar and KAMAR LLC agree that ImmuCell, in addition to
such other remedies which may be available, shall be entitled to specific
performance and other injunctive relief.

         6. All accounts receivable recorded for sales made on or before
September 30, 2002 shall be owned by ImmuCell. Kamar shall collect the cash
receipts associated with these accounts and make a daily deposit of any and all
amounts received into ImmuCell's bank account in the same manner that has been
performed during the term of the Agreement until all cash is received. The
standard accounts receivable listing prepared by Kamar will be used to evidence
this amount and such listing shall be attached to this Termination of
Distribution and Licensing Agreement as Exhibit B as soon after October 1, 2002
as possible. In accordance with Paragraph 2.06 of the Agreement, ImmuCell and
Kamar confirm their existing agreement to share 50/50 in any uncollectible
accounts.

         7. In accordance with Paragraph 3.07 of the Agreement as amended
September 28, 2000, for all product ordered on or prior to September 30, 2002,
Kamar represents that it will make every effort possible in good faith to ship
such ordered product on or before September 30, 2002, unless the customer
specifically requests that shipment not be made until after September 30, 2002.
With respect to orders received on or before September 30, 2002 for which the
customer does not specifically request shipment after September 30, 2002, Kamar
shall process such orders on behalf of ImmuCell in accordance with the terms of
the Agreement.
<PAGE>


         8. In accordance with Paragraph 3.07 of the Agreement, the inventory on
hand and paid for by ImmuCell as of September 30, 2002 will be acquired by Kamar
at cost less an allowance of $3,750 for obsolete items. The value of the
inventory shall be determined by physical observation performed by Kamar with
ImmuCell having the right to independently verify the value. Additionally, the
June 30, 2002 physical balance shall be rolled forward to September 30, 2002 by
adding all purchases and deducting all sales made during the three month period
ended September 30, 2002. If the roll forward balance differs from the amount
determined by the physical observation performed by Kamar by more than 2%, both
parties shall work together diligently in good faith to reconcile the
difference. The resulting amount due from Kamar to ImmuCell shall be net against
the royalties due from ImmuCell to Kamar for the month of September and for the
quarter ended September 30, 2002 and shall be paid or settled on or before
October 15, 2002.

         9. For the period from October 1, 2002 until December 31, 2004,
ImmuCell and Kamar agree to cost share 50/50 on certain trade show related
marketing expenses. Applicable costs shall include costs to reserve space at and
transport the demonstration booth round trip from Portland to such shows.
Applicable shows shall include the approximately four to five major shows per
year commonly attended by both parties. ImmuCell will warehouse the booth in
Portland at no charge in between shows. Both parties are responsible for
providing their own full time sales and marketing personnel at such trade shows.
This agreement is made solely for the benefit to both parties of cost sharing of
fees and freight and implies no obligation of either party to market the other
party's product. Additionally, Kamar agrees that it currently owes ImmuCell
$3,351 for its share of certain prepayments made by ImmuCell under this
agreement. This amount due from Kamar to ImmuCell shall be net against the
royalties due from ImmuCell to Kamar for the month of September and for the
quarter ended September 30, 2002 and shall be paid or settled on or before
October 15, 2002. Going forward, ImmuCell will invoice Kamar for cost sharing
expenses when applicable down payments or invoices are paid, and Kamar shall
reimburse ImmuCell promptly. Additionally, Kamar will give serious consideration
to buying the portion of the trade show booth that it does not currently own
from ImmuCell for $4,000 after the last trade show in 2004, and at that time the
booth would be shipped to a domestic location determined by Kamar at Kamar's
cost.

         10. ImmuCell warrants that it has met its financial obligation under
Paragraph 1.04(b), as amended September 28, 2000, of the Agreement for the
periods ending September 30, 2002. Kamar agrees that ImmuCell has satisfied such
obligation. Kamar shall assume all future obligations to market the product
including but not limited to the December 2002 advertisement placement in
Hoard's Magazine.

         11. ImmuCell affirms its agreement in accordance with Paragraph 3.07 of
the Agreement, as amended September 28, 2000, that it will cease use of the name
"Kamar Marketing Group" upon the termination of the Agreement, except (i) as
needed to collect the accounts receivable outstanding as of September 30, 2002
or (ii) as provided in the Trademark Security Agreement. On or before December
31, 2002, assuming that Kamar meets its obligations under this Termination of
Distribution and Licensing Agreement, ImmuCell will make the necessary filings
with the State of Colorado to dissolve its subsidiary, the Kamar Marketing
Group, Inc. and simultaneously assign all rights in the name to Kamar, to the
extent practicable and permitted by law.
<PAGE>


         12. ImmuCell and Kamar agree that a final judgement on any arbitration
award under this Termination of Distribution and Licensing Agreement may be
entered by any court having jurisdiction thereof.

         13. This Termination of Distribution and Licensing Agreement and the
Trademark Security Agreement contain the entire agreement among the parties
regarding the subject matter hereof and may not be modified in any manner except
by an instrument in writing signed by the party sought to be charged.

         14. Kamar, KAMAR LLC and ImmuCell agree that this Termination of
Distribution and Licensing Agreement is final and, with the exception of the
terms and conditions of this Termination of Distribution and Licensing
Agreement, the parties mutually release each other from any obligations, claims
etc.

         15. This Termination of Distribution and Licensing Agreement is entered
into as of the date first written above, and is intended to become effective on
October 1, 2002. Except as specifically provided herein, all of the terms and
conditions of the Agreement shall be terminated.

         IN WITNESS WHEREOF, the parties have executed this Termination of
Distribution and Licensing Agreement as of the day and year first written above.

KAMAR, INC.                                 IMMUCELL CORPORATION




By: /s/ Carl E. Vail                        By: /s/ Michael F. Brigham
    ----------------                            ----------------------
    Carl E. Vail, President                     Michael F. Brigham, President
                                                and CEO


KAMAR PRODUCTS, LLC                         KAMAR MARKETING GROUP, INC.




By: /s/ Stafford C. Walker                  By: /s/ Michael F. Brigham
    ----------------------                      ----------------------
    Stafford C. Walker, President               Michael F. Brigham, President
                                                and CEO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex99_11532.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

FOR IMMEDIATE RELEASE:                  CONTACT:  Michael F. Brigham
- ---------------------                             President and Chief Executive
October 3, 2002                                   Officer
                                                  (207) 878-2770 Ext. 3106

                  IMMUCELL ACCEPTS OFFER FOR EARLY TERMINATION
                               OF PRODUCT LICENSE

PORTLAND, Maine - October 3, 2002 -- IMMUCELL CORPORATION (NASDAQ: ICCC) today
announced an agreement to accept $930,000 in consideration of the early
termination of a product license covering the sale and distribution of the
Kamar(R) Heatmount(R) Detector product, thereby returning the product to Kamar,
Inc. of Steamboat Springs, CO.

ImmuCell has marketed this product since 1988 under an exclusive license that
was set to expire on December 31, 2004. The value of the deal approximates the
expected net contribution from the product over the remaining 27 months of the
license term. The licensed product comprised 39% and 52% of the Company's
product sales for the twelve month period ended December 31, 2001 and the six
month period ended June 30, 2002, respectively.

As of October 1, 2002, Kamar, Inc. assumed all distribution and marketing
responsibilities for the product. ImmuCell received $200,000 on closing and the
remaining balance is due within thirty days. The balance due is collateralized
by a trademark security agreement. The Company expects to recognize the proceeds
as other income in the fourth quarter of 2002.

"Having concluded that no further extensions of the license term beyond 2004
would be possible, we decided to accept this payment now and move forward with
our proprietary products," commented Michael F. Brigham, president and chief
executive officer. "This product was a material contributor to ImmuCell's early
years, but our future growth will be determined, in large part, by the success
of our efforts to develop, acquire and market proprietary products for the dairy
and beef industry."

In 2001, annual sales of ImmuCell's proprietary scours preventative product,
First Defense(R), exceeded sales of the licensed product for the first time. The
gross margin on sales of First Defense is greater than the margin on sales of
the licensed product.

ImmuCell Corporation is a biotechnology company dedicated to benefiting its
employees and shareholders through innovative and proprietary products that
improve animal health and productivity in the dairy and beef industry. In
addition to operating a profitable animal health business, the Company has
demonstrated preliminary efficacy in an open label, Phase I/II efficacy study of
DiffGAM, an alternative to antibiotics in the treatment and/or prevention of
CLOSTRIDIUM DIFFICILE-associated diarrhea in humans. Certain nutritional rights
to the DiffGAM technology have been licensed to a corporate partner. ImmuCell
Corporation press releases and other information about the Company are available
at its corporate web site at http://www.ImmuCell.com.

                                       ###

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