INTRACEL CORP S-1/A

AMENDMENT NO. 4 TO FORM S-1

SPECIMEN COMMON STOCK CERTIFICATE

REGISTRATION RIGHTS AGREEMENT

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

AGREEMENT DATED AS OF JUNE 25, 1997

REGISTRATION RIGHTS AGREEMENT

WAIVER AND AGREEMENT

REGISTRATION RIGHTS AGREEMENT

WAIVER AND AMENDMENT AGREEMENT

REGISTRATION RIGHTS AGREEMENT

WAIVER AND AMENDMENT AGREEMENT

FORM OF STOCK PURCHASE AGREEMENT

WAIVER

OPINION OF MORRISON & FOERSTER LLP

LEASE AGREEMENT

COMMERCIAL LEASE AGREEMENT

LEASE AGREEMENT

LEASE

AGREEMENT AND PLAN OF REORGANIZATION

EMPLOYMENT AGREEMENT RE PERSIS STRONG

EMPLOYMENT AGREEMENT RE LAWRENCE BLOOK

PREFERRED STOCK PURCHASE AGREEMENT

NOTE AND SERIES A-IV WARRANT PURCHASE AGREEMENT

NOTE AND SERIES A-III WARRANT PURCHASE AGREEMENT

NOTE AND SERIES A-V WARRANT PURCHASE AGREEMENT

LOAN AND SECURITY AGREEMENT

TAX CERTIFICATE AND REGULATORY AGREEMENT

STOCK PURCHASE AGREEMENT

AGREEMENTS

PRODUCT DEVELOPMENT AND LICENSE AGREEMENT

RESEARCH, COLLABORATION AND DISTRIBUTION AGREEMENT

DISTRIBUTION AGREEMENT

INTELLECTUAL PROPERTY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT

SECURITIES PURCHASE AGREEMENT

INTEREST ESCROW SECURITY AGREEMENT

SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT

FUNDED COMMITMENT FACILITY ESCROW AGREEMENT

JOINT VENTURE AGREEMENT

SENIOR NOTE PURCHASE AGREEMENT

LETTER OF INTENT

LETTER OF INTENT

LETTER OF INTENT

LETTER OF INTENT

EMPLOYMENT AGREEMENT RE PATRICIA BARNETT

DISTRIBUTION AGREEMENT

COMMITMENT LETTER

SECOND AMENDMENT AGREEMENT

CONSENT OF PRICEWATERHOUSECOOPERS LLP

CONSENT OF PRICEWATERHOUSECOOPERS LLP

CONSENT OF ERNST & YOUNG LLP

CONSENT OF KPMG LLP