<PAGE>   1
                                                                   EXHIBIT 10.40

                         RESEARCH AND CENTER AGREEMENT

                                    BETWEEN

                              INTRACEL CORPORATION

                                      AND

                                DUKE UNIVERSITY
                             DURHAM, NORTH CAROLINA



                               DECEMBER 28, 1998

<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                               <C>
1.    SCOPE OF RESEARCH..................................................1

2.    WORKPLAN/PAYMENT...................................................2

3.    OPERATION OF THE ONCOVAX CENTER................................... 3
      3.1   Operational Policies and Procedures......................... 3
      3.2   Personnel................................................... 3
      3.3   Designation of Medical Director............................. 3

4.    REGULATORY APPROVALS/INTRACEL OVERSIGHT........................... 4

5.    TERM & TERMINATION................................................ 4

6.    INDEMNIFICATION; LIMITATION ON LIABILITY; INSURANCE;
      SURVIVAL.......................................................... 5
      6.1   Hospital Indemnification of Intracel........................ 5
      6.2   Intracel Indemnification of Hospital........................ 5
      6.3   Notice...................................................... 6
      6.4   Third Party Actions......................................... 6
      6.5   Other Recoveries............................................ 6
      6.6   Limitation of Liability..................................... 7
            6.6.1 Limitation of Intracel's Liability.................... 7
            6.6.2 Limitation of Hospital's Liability.................... 7
</TABLE>
<PAGE>   3
<TABLE>
<S>   <C>                                                               <C>
      6.7   Insurance.................................................. 7
            6.7.1 Intracel's Obligation to Insure...................... 7
            6.7.2 Hospital's Obligation to Insure...................... 8
      6.8   Survival................................................... 8

7.    MISCELLANEOUS.................................................... 8
      7.1   Confidential and Proprietary Information................... 8
      7.2   Institutional Review Board Approval........................ 9
      7.3   Clinical Data and Reporting................................ 9
      7.4   Publication................................................ 9
      7.5   Adverse Effects............................................ 10
      7.6   Further Assurances......................................... 10
      7.7   Assignment; Binding Effect................................. 10
      7.8   Governing Law.............................................. 10
      7.9   Severability............................................... 10
      7.10  Expenses; Attorneys' Fees.................................. 11
      7.11  Modification; Waiver....................................... 11
      7.12  Notice..................................................... 11
      7.13  Benefit of This Agreement.................................. 12
      7.14  Complete Agreement......................................... 12
      7.15  Contract Modifications for Prospective Legal Events........ 13
      7.16  Execution in Counterparts.................................. 13
      7.17  Use of a Party's Name...................................... 13
      7.18  Independent Contractor..................................... 13
</TABLE>
<PAGE>   4
                         RESEARCH AND CENTER AGREEMENT

     THIS RESEARCH AND CENTER AGREEMENT (this "Agreement") is entered into as of
December 28, 1998, (the "Effective Date") by and between Intracel Corporation 
("Intracel"), a Delaware corporation having its principal office at 1330 
Piccard Drive, Rockville, MD 20850, and Duke University ("Hospital"), a North 
Carolina non-profit corporation having its principal office at Durnham, North 
Carolina.

     WHEREAS, Intracel has (i) developed OncoVAXcl(R) ("OncoVAX") to be 
utilized in the treatment of colon cancer and (ii) the technical expertise 
necessary for the manufacture, production and distribution of OncoVAX and other 
drugs to be used in the treatment of cancer and for clinical trials;

     WHEREAS, Hospital and its medical staff has the knowledge and expertise, 
as well as the facilities reasonably necessary to support the diagnoses and 
treatment of certain oncological diseases and the location necessary for the 
preparation and delivery of OncoVAX to appropriate patients enrolled in a 
clinical research study;

     WHEREAS, Intracel desires to utilize Hospital's facilities for preparing 
OncoVAX and other materials required for the conduct of certain clinical 
research studies;

     WHEREAS, Hospital desires to make available certain facilities and 
personnel with the requisite skills to Intracel for the establishment of the 
Center; and

     WHEREAS, the fulfillment of this Agreement is of mutual interest and 
benefit to Hospital and Intracel, and will further the instructional and 
research objectives of Hospital in a manner consistent with its status as 
a non-profit educational health care institution;

     NOW THEREFORE, in consideration of the foregoing and of the mutual 
covenants and agreements hereinafter set forth, and for other good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged, 
the parties hereto hereby agree as follows:

Scope of Operations

1.   SCOPE OF RESEARCH

     Hospital shall prepare, in compliance with FDA cGMP regulations, OncoVAX 
and other materials required for the conduct of clinical research studies as 
the parties may mutually agree. Materials prepared by Hospital under this 
Agreement shall be used solely for such research purposes; however, Intracel 
may recover costs associated with the preparation of such Materials by charging 
patients as allowed by, and in strict accordance with, applicable FDA and other 
governmental regulations. If Intracel obtains FDA marketing approval for 
OncoVAX, Hospital and Intracel agree to use reasonable efforts to permit 
Intracel to use facilities controlled by Hospital for




                                                                               1

<PAGE>   5
commercial production on OncoVAX provided that such use is consistent with 
Hospital's tax exempt status, applicable Hospital policies and Hospital's own 
need for such facility.

     2.   WORKPLAN/PAYMENT

     2.1  Each research study to be performed under this Agreement will be 
documented in a mutually agreed Workplan which will include, but not be limited 
to the study protocol, budget and payment schedule. Each Workplan may be 
updated from time to time by mutual agreement between Intracel and Hospital. 
Each Workplan will be reviewed on at least a quarterly basis and updated as the 
parties may agree.

     2.2  The Workplan will include activities to be performed with respect to:

     (a)  support of Intracel research protocols concerning tumor diagnosis and
          treatment including preparation of autologous tumor vaccines, 
          comprising viable but non-tumorigenic cells from a patient's own 
          tumor;

     (b)  numbers and type of personnel required to manage anticipated 
          activity. Intracel authorizes the retention of two full time 
          employees at the inception of the Agreement.

     (c)  Hospital's obligation to conduct work under a particular protocol or 
          Workplan shall be contingent upon approval of its Institutional 
          Review Board and such other boards, committees, or officials as may 
          be required by its policies.

     2.3  Payment Terms/Supplies. The parties agree that the Workplan will 
          include estimates of Hospital's expenses incurred in providing 
          service under the Agreement. Intracel will pay Hospital on a monthly 
          basis for these expenses. The aggregate amount will be based on an 
          estimate of direct employee expenses, supply expenses and an indirect 
          expense allocation of 28%. Intracel agrees to provide at its own 
          expense certain critical supplies for the manufacture of OncoVAX 
          including, but not limited to, Fresh Frozen TICEBCG, Collagenase 
          Solutions, DNA ase solutions, HBSS, DMSO, HSA in HBSS, and kits and 
          supplies developed by Intracel. Intracel agrees to pay Hospital for 
          other expenses including employee transportation costs. Hospital will 
          invoice Intracel on a monthly basis for total additional costs. 
          Intracel may audit Hospital's records supporting these other expenses.

     2.4  Equipment. Intracel may provide such other equipment as is necessary 
          for the proper running of the Center. Service and maintenance of this 
          equipment is Intracel's responsibility. Intracel will retain title to 
          this equipment and will remove it at the end of this Agreement.

                                                                               2


<PAGE>   6
3.   OPERATION OF THE CENTER

     3.1  OPERATIONAL POLICIES AND PROCEDURES

          Hospital shall adopt and enforce policies and procedures provided by
Intracel for the operation of the operation of the OncoVAX Center. Intracel
shall maintain ultimate responsibility for compliance with all applicable United
States Food And Drug Administration ("FDA") product requirements. Hospital
agrees to conduct all research under this Agreement shall be conducted in
accordance with all applicable federal, state, and local laws and regulations.

     3.2  PERSONNEL

          (a)  All laboratory, clinical and administrative personnel working in 
the OncoVAX Center shall be employees of Hospital with the exception of the 
Intracel employee described in Section 3.2(b) and subject to Hospital's 
personnel policies and procedures. Hospital shall provide the services of a 
physician who will, on behalf of Hospital, act as the medical director of the 
OncoVAX Center (the "Medical Director"). The Medical Director shall be an 
employee of Hospital and provide professional research services as further 
described in Section 3.3 below.

          (b)  Intracel may employ an on-site employee who is responsible for 
overseeing the preparation of OncoVAX, and to train and direct the activity of 
Hospital employees as it relates to said preparation. Intracel shall be 
responsible for all compensation and insurance coverage, including workers' 
compensation, for this Intracel employee, and Hospital shall have no obligation 
to provide any such compensation or insurance, or any other benefits normally 
provided by Hospital to its employees. Intracel agrees to assume all risks 
incident to this Intracel's employee's research activity at Hospital (including 
the risk of personal injury or property damage) regardless of their causes, 
which may include but are not limited to laboratory accidents, and the failure 
to supervise any persons, unless due to the negligence or material breach of 
Hospital or its agents or employees.

3.3  DESIGNATION OF MEDICAL DIRECTOR

     The Medical Director or designee shall serve as Principal Investigator for 
each Study and shall exert best efforts to perform the work required under this 
Agreement. The Medical Director or designee shall devote a minimum of ten 
percent (10%) of his professional time to the performance of the research 
contemplated hereunder and shall provide Intracel with a monthly report on the 
progress of such research. If the Principal Investigator is unable to continue 
to serve in that capacity and a successor acceptable to both DUKE and SPONSOR 
is not available, this Agreement will be terminated in accordance with Article 
5.3. Intracel shall pay Hospital in compensation for the Medical Director's 
effort at the rate of $30,000 for the first year of the subject research 
payable in monthly installments of $2,500 per month. The payment shall be made 
in arrears at the end of each month. The payment shall be adjusted annually to 
reflect changes in Hospital's normal charges for such efforts.

   
                                       3
<PAGE>   7
4.   REGULATORY APPROVALS/INTRACEL OVERSIGHT

     Hospital shall use reasonable efforts to obtain any authorizations,
consent, and approvals of any federal, state, local, foreign or other
governmental agency, instrumentality, commission, authority, board or body or
other person or entity, including the FDA, for the transactions contemplated
hereunder. Intracel shall cooperate with and assist Hospital in providing
information and other documentation required by such bodies. Hospital agrees to
use its best efforts to cooperate with, and provide support to, Intracel in
complying with current Good Manufacturing Practices ("cGMP"). Intracel shall use
its best efforts to cooperate with, and provide support to, Hospital in
complying with current Good Manufacturing Practices (cGMP) and shall be
responsible for training Hospital employees in such practices. Notwithstanding
anything to the contrary in this Agreement, the parties agree that Intracel
shall have, among others, the following rights: (i) the right to audit the
Center, (ii) the right to close the Center or otherwise stop Hospital from
preparing OncoVAX and other materials required for the research contemplated by
this Agreement if Hospital's facilities are not in compliance with applicable
laws and regulations, (iii) the right to approve all personnel working on the
subject research, and to require removal from the research of any such
personnel, including the Medical Director if they fail in any material way to
comply with applicable laws and regulations, (iv) responsible for any
interaction with the FDA with respect to OncoVAX or any other product agreed to
by the parties, (v) the right to require implementation of any actions or
changes in order to assure full compliance with all applicable FDA requirements,
and (vi) the right to terminate this Agreement should the Hospital not take
actions with respect to the Center, its operations and its employees in order to
comply with all applicable laws and regulations. Intracel shall not make binding
commitments with FDA for Hospital without Hospital's prior written consent which
will not be unreasonably withheld, and Hospital may participate in said
discussions with the FDA as it relates to the Center. Hospital agrees not to
manufacture or use OncoVAX for any purpose without Intracel's prior approval.

5.   TERM & TERMINATION

     5.1  The term of this Agreement shall commence on the Effective Date and
shall, unless earlier terminated as described in Section 5.2 below, end on the
fourth anniversary of said Effective Date. The parties shall meet prior to each
such anniversary plan to agree on the Workplan as described in Section 2 for the
coming year. If the parties are unable to agree upon a Workplan, this Agreement
shall immediately terminate.

     5.2  This Agreement may be terminated at any time by either party by
written notice to the other party in the event that the other party has
materially breached a representation, warranty, covenant or agreement contained
in this Agreement or in any other agreement or document contemplated hereunder
and such breach has not been cured within 30 days of written notice thereof by
the non-breaching party; or 


                                                                               4
<PAGE>   8
      5.3   EFFECT OF TERMINATION

            In the event this Agreement is terminated as provided above, 
Hospital will proceed in an orderly fashion to terminate any outstanding 
commitments and to stop the work as soon as it is practicable to do so. All 
reasonable costs to Hospital associated with termination will be considered 
reimbursable costs, including costs incurred prior to the notice of termination 
but which have not yet been reimbursed, and commitments existing at the time 
the notice of termination is received which cannot be cancelled. Neither of the 
parties, nor any of their respective stockholders, directors, officers, 
officers or agents shall have any liability to the other party, except for any 
deliberate breach or deliberate omission resulting in material breach of any of 
the provisions of this Agreement. In such case, the breaching party shall be 
liable only for the expenses and costs of the non-breaching party, and in no 
event shall either party be liable for anticipated profits or consequential 
damages.

      5.4   GENERALLY

      After termination, each party shall keep confidential all information 
provided by the other pursuant to this Agreement which is not in the public 
domain, shall exercise the same degree of care in handling such information as 
it would exercise with similar confidential information of its own, and shall 
return any such information upon the other party's request.

6.    INDEMNIFICATION; LIMITATION ON LIABILITY; INSURANCE; SURVIVAL

      6.1   HOSPITAL INDEMNIFICATION OF INTRACEL

            Hospital will indemnify, defend and hold harmless Intracel and 
Intracel's successors and assigns from and against any and all actual and 
direct claims, damages, losses and liabilities (including reasonable attorneys' 
fees) ("Losses") which may at any time be asserted against or suffered by 
Intracel as a result of or on account of any material breach of any 
representation, warranty or covenant on the part of Hospital made herein or in 
any instrument or document delivered pursuant hereto.

      6.2   INTRACEL INDEMNIFICATION OF HOSPITAL

            Intracel will indemnify, defend and hold harmless Hospital and 
Hospital's successors and assigns from and against any and all Losses which may 
at any time be asserted against or suffered by Hospital as a result of or on 
account of any breach of any representation, warranty or covenant on the part 
of Intracel made herein or in any instrument or document delivered pursuant 
hereto. In addition, Intracel agrees to indemnify, hold harmless and defend 
Hospital, its trustees, officers, employees, and agents from and against any 
and all claims, suits, losses, damages, costs, fees, expenses (including 
reasonable attorneys' fees), and other liabilities asserted by third parties, 
both government and non-government, resulting from or arising out of the 
clinical study and research program carried out pursuant to this Agreement; 
provided,


                                                                               5

<PAGE>   9
however, that Intracel shall not be liable for DUKE's negligence, intentional 
wrongdoing, or its failure to follow a mutually agreed protocol.

     6.3  NOTICE

          A party (an "Indemnified Party") shall give prompt written notice to 
an indemnifying party (the "Indemnifying Party") of any payments, demands,
claims, suits, judgments, liabilities, losses, costs, damages or expenses (a
"Claim") in respect of which such Indemnifying Party has a duty to provide
indemnity to such Indemnified Party under this Section 6.3, except that any
delay or failure to notify the Indemnifying Party only shall relieve the
Indemnifying Party of its obligations hereunder to the extent, if at all, that
it is prejudiced by reason of such delay or failure.

     6.4  THIRD PARTY ACTIONS

          In the event any claim is made, suit is brought, or other proceeding 
instituted against a party to this Agreement which involves or appears
reasonably likely to involve a Loss, the Indemnified Party will, within 10 days
after receipt of notice of any such claim, suit, or proceeding for which
indemnification may be sought, notify the Indemnifying Party in writing of the
commencement thereof; provided, however, that failure to give such notification
shall not affect the indemnification provided hereunder except to the extent the
Indemnifying Party can demonstrate actual monetary prejudice as a direct or
indirect result of such failure.

          The Indemnified Party may elect, within 30 days after the 
Indemnifying Party's receipt of such notice, or five days before the return date
required by any citation, claim, or other statute, whichever occurs earlier, to
contest or defend against such claim at the Indemnifying Party's expense, and
shall give written notice to the Indemnifying Party of the commencement of such
defense. The Indemnifying Party, its subsidiaries, successors, and assigns shall
be entitled to participate with the Indemnified Party in such event (at the
Indemnifying Party's cost and expense). In the event that the Indemnified Party
does not elect to contest, defend, settle, or pay the claim as provided above,
the Indemnifying Party, its subsidiaries, successors, or assigns shall have the
exclusive right to prosecute, defend, compromise, settle, or pay the claim in
its sole discretion and pursue its rights under this Agreement but shall not be
entitled in any way to release, waive, settle, modify, or pay such claim without
the consent of the Indemnified Party. Each party, its subsidiaries, successors,
and assigns shall cooperate in the defense of such action and the records of
each shall be available to the other with respect to such defense.

     6.5  OTHER RECOVERIES

          The amount of any Losses recoverable by an Indemnified Party 
hereunder shall be reduced by the amount, if any, of the recovery (net of
reasonable expenses incurred in obtaining said recovery) the Indemnified Party
hereunder shall have received with respect thereto from any other party, person,
or entity, other than an insurer of the Indemnified Party unless such insurer
has expressly waived all rights of subrogation with respect to such recovery. In
the event such a recovery is made by an Indemnified



                                                                               6
<PAGE>   10
Party after it receives payment or other credit hereunder with respect to any
Losses, then a refund equal to aggregate amount to the recovery, net of 
reasonable expenses incurred in obtaining that recovery, shall be made promptly 
to the Indemnifying Party making such payment. Without limiting the foregoing, 
in the event that a claim or benefit is created in connection with the 
occurrence of any Losses which have not been collected by the Indemnified Party 
at the time payment with respect to such Losses is made by the Indemnifying 
Party, the Indemnified Party shall assign such benefit or claim to the 
Indemnifying Party as a condition to the payment by the Indemnifying Party and 
shall cooperate with the Indemnifying Party in its efforts to collect any such 
benefit or claim. If such claim or benefit is not assignable under applicable 
laws, the Indemnified Party shall cooperate in good faith with the Indemnifying 
Party's efforts to collect such claim or benefit.

     6.6  LIMITATION OF LIABILITY

          6.6.1     LIMITATION OF INTRACEL'S LIABILITY

                    Notwithstanding any other provision contained in this 
Agreement, Intracel's liability under this Agreement shall be limited to actual 
and direct losses suffered by Hospital arising as a result of Intracel's 
negligent failure to perform its obligations under this Agreement. Hospital 
acknowledges and agrees that Intracel shall not be liable for any lost 
reimbursement or loss of data, earnings, profits or goodwill or any other 
indirect, consequential, incidental, exemplary or punitive damages suffered by 
any person or entity, including Hospital, caused directly or indirectly by the 
acts or omissions of Intracel, its employees or agents in the course of 
performing services or functions contemplated under or related in any way to 
this Agreement (including, without limitation, any breach by Intracel of its 
obligations under this Agreement).

          6.6.2     LIMITATION OF HOSPITAL'S LIABILITY

                    Notwithstanding any other provision contained in this 
Agreement, Hospital's liability under this Agreement shall be limited to actual 
and direct losses suffered by Intracel arising as a result of Hospital's 
negligent failure to perform its obligations under this Agreement. Intracel 
acknowledges and agrees that Hospital shall not be liable for any lost 
reimbursement or loss of data, earnings, profits or goodwill or any other 
indirect, consequential, incidental, exemplary or punitive damages suffered by 
any person or entity, including Intracel, caused directly or indirectly by the 
acts or omissions of Hospital, its employees or agents in the course of 
performing obligations or functions contemplated under or related in any way to 
this Agreement (including, without limitation, any breach by Hospital of its 
obligations under this Agreement).

     6.7  INSURANCE

          6.7.1     INTRACEL'S OBLIGATION TO INSURE

                    Intracel shall obtain and maintain in effect at all times 
during the term of this Agreement insurance as set forth in Schedule 6.7.1. 
Such insurance policies shall name Hospital as an additional insured and 
Intracel shall provide such



                                                                               7
<PAGE>   11
restrictions with respect to information furnished to one party by the other
shall not apply to any such information which the receiving party demonstrates 
(i) is on the date hereof, or hereafter becomes, generally available to the 
public other than as a result of a disclosure, directly or indirectly, by the 
receiving party or (ii) was available or becomes available to the receiving 
party on a confidential or non-confidential basis from a source other than the 
other party hereto, which source was not itself bound by a confidentiality 
agreement with such other party and did not receive such information, directly 
or indirectly, from a person or entity so bound, (iii) is independently 
developed by personnel of the receiving party without use or reliance upon 
Confidential Information provided under this Agreement; or (e) is disclosed 
pursuant to any judicial or governmental request, requirement or order, 
provided that the disclosing party takes reasonable steps to provide the other 
party with sufficient prior notice in order to allow the other party to contest 
such request, requirement or order. Intracel shall be provided with patient 
information as required by mutually agreed protocols and as allowed by law, and 
will maintain the confidentiality of all such patient information in accordance 
with all applicable laws and regulations.

     7.2  INSTITUTIONAL REVIEW BOARD APPROVAL

          Intracel shall cooperate with Medical Director in preparing and 
filing research protocols, informed consent form, and other information with 
Hospital's Institutional Review Board ("IRB"). Medical Director shall apply for 
approval to conduct the research protocol with the IRB.

     7.3  CLINICAL DATA AND REPORTING

          All clinical data, including case report forms and other relevant 
information generated during performance under the Agreement will be promptly 
and fully disclosed to Intracel, and shall be freely usable by Intracel 
consistent with good business judgment. Hospital will submit a complete written 
progress report after the Agreement is completed. Hospital shall also submit 
interim progress reports.

     7.4  PUBLICATION

          Hospital shall be free to use the results of the research and 
clinical study for its own teaching, research, education, clinical and 
publication purposes without the payment of royalties or other fees. Hospital 
shall submit to Intracel for its review, a copy of any proposed publication 
resulting from the research at least thirty (30) days prior to the estimated 
date of publication and if no response is received within thirty (30) days of 
the date submitted to Intracel, it will be conclusively presumed that the 
publication may proceed without delay. If Intracel determines that the proposed 
publication contains patentable subject matter which requires protection, 
Intracel may require the delay of publication for a period of time not to 
exceed sixty (60) days for the purpose of filing patent applications.

                                                                               9
<PAGE>   12
     7.5  ADVERSE EFFECTS

          Intracel will reimburse Hospital and/or the patient for the 
reasonable costs and expenses incurred in diagnosing and treating unanticipated 
adverse effects, injuries, illnesses, or reactions that result from the use or 
application of Intracel's investigational drug or device in the course of the 
Agreement.

     7.6  FURTHER ASSURANCES

          The parties hereby agree to take whatever further actions or to 
execute and deliver whatever further documents or instruments or make whatever 
further filings as may be reasonably necessary or desirable to effectuate the 
express provisions or the intent of this Agreement.

     7.7  ASSIGNMENT; BINDING EFFECT

          This Agreement, and the rights and obligations of the parties created 
hereunder, shall not be assigned or delegated by either Hospital or Intracel 
without the prior written consent of all parties, and any purported or 
attempted assignment or delegation without such consent shall be void and 
without effect, except that (i) Intracel may assign or delegate its rights and 
obligations under this Agreement to any successor to Intracel in the event of a 
merger or consolidation of Intracel with another entity, or to any purchaser of 
all or substantially all of the assets or business of Intracel, and (ii) either 
party may assign or delegate its rights and obligations under this Agreement to 
an Affiliate (as defined below) in which case the assigning or delegating party 
shall not be relieved of their obligations hereunder. For purposes of this 
Section 7.3, an Affiliate shall mean, as to any party hereto, any corporation 
or other entity which, directly or indirectly, through one or more 
intermediaries, controls (i.e., possesses, directly or indirectly, the power to 
direct or cause the direction of the management and policies of an entity, 
whether through ownership of voting securities, by contract, or otherwise) is 
controlled by, or is under common control with such party. Subject to the 
foregoing, this Agreement shall be binding upon and inure to the benefit of the 
parties hereto and their respective successors, assigns, heirs, executors, 
administrators, and/or personal representatives.

     7.8  GOVERNING LAW

          This Agreement and the rights and obligations of the parties hereto 
shall be governed by and construed and enforced in accordance with the laws of 
the North Carolina (excluding the choice of law rules thereof).

     7.9  SEVERABILITY

          In the event that a court of competent jurisdiction holds that a 
particular provision or requirement of this Agreement is in violation of any 
applicable law, each such provision or requirement shall be enforced only to 
the extent it is not in violation of such law or is not otherwise unenforceable 
and all other provisions and requirements of this Agreement shall remain in 
full force and effect.


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<PAGE>   13
     7.10 EXPENSES; ATTORNEYS' FEES

          The parties shall pay their own respective expenses (including, 
without limitation, the fees, disbursements and expenses of their attorneys, 
accountants, actuaries, and financial and other advisors) in connection with 
the negotiation and preparation of this Agreement and the transactions 
contemplated hereby. If any party is required to institute legal action or 
arbitration against another party to enforce the provisions of this Agreement, 
the court or arbitration panel may award costs of litigation, including, but 
without limitation, reasonable attorneys' fees.

     7.11 MODIFICATION; WAIVER

          This Agreement shall not be modified or amended except by an 
instrument in writing signed by Hospital and Intracel. No delay or failure on 
the part of any party hereto in exercising any right, power, or privilege under 
this Agreement or any other instruments executed and delivered in connection 
with or pursuant to this Agreement, shall impair any such right, power, or 
privilege or be construed as a waiver of any default hereunder or any 
acquiescence therein. No single or partial exercise of any such right, power, 
or privilege shall preclude the further exercise of such right, power, or 
privilege, or the exercise of any other right, power or privilege. No waiver 
shall be valid against any party hereto unless made in writing and signed by 
the party against whom enforcement of such waiver is sought and then only to 
the extent expressly specified therein.

     7.12 NOTICE

          All notices, demands, requests or other communications which may be 
or are required to be given, served or sent by any party to any other party 
pursuant to this Agreement shall be in writing and shall be hand delivered 
(including delivery by courier), sent by Federal Express or by other recognized 
overnight delivery service, mailed by first-class, registered or certified 
mail, return receipt requested, postage prepaid, or sent by telegram, telex, or 
facsimile transmission, addressed as follows:

     If to Intracel:

          Intracel Corporation
          1330 Piccard Drive
          Rockville, MD 20850
          Attn: Daniel S. Reale
          FAX   301-296-0082

               and
          Intracel Corporation
          1330 Piccard Drive
          Rockville, MD 20850
          Attn: Larry Bloom, CFO
          FAX   301-296-0082
 



                                                                              11
<PAGE>   14
      if to Hospital:

            Duke University Medical Center
            Office of Grants and COntracts
            Duke University Medical Center
            107 Seeley G. Mudd Building - Box 3001
            Durham, North Carolina 27710

      with a copy (which shall not constitute notice) to:

            Office of Counsel
            Duke University
            2400 Pratt St. Suite 4000
            DUMC Box 3024
            Durham, North Carolina 27710

            Each party may designate by notice in writing a new address to 
which any notice, demand, request or communication may thereafter be so given, 
served, or sent. Each notice, demand, request, or communication which shall be 
mailed, delivered, or transmitted in the manner described above shall be deemed 
sufficiently given, served, sent, or received for all purposes at such time as 
it is delivered to the addressee (with the return receipt, the delivery 
receipt, the affidavit of messenger, or (with respect to a telex or facsimile) 
the answer back being deemed conclusive, but not exclusive, evidence of such 
delivery) or at such time as delivery is refused by the addressee upon 
presentation.

      7.13  BENEFIT OF THIS AGREEMENT

            It is the explicit intention of the parties hereto that except as 
set forth below no person or entity other than a party hereto is or shall be 
entitled to bring any action to enforce any provision of this Agreement against 
any of the parties hereto, and that the covenants, undertakings, and agreements 
set forth in this Agreement shall be solely for the benefit of, and shall be 
enforceable only by, the parties hereto or their respective successors and 
assigns as permitted hereunder. Notwithstanding the foregoing, ICC shall be a 
third party beneficiary hereto with respect to the enforcement of, and only to 
the extent of, any rights it may have hereunder.

      7.14  COMPLETE AGREEMENT

            This Agreement sets forth the entire agreement of the parties 
hereto with respect to its subject matter and any all prior agreements, whether 
oral or written, between or among the parties hereto and relating to the 
subject matter hereof are superseded hereby.


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<PAGE>   15
     7.15 CONTRACT MODIFICATIONS FOR PROSPECTIVE LEGAL EVENTS

          In the event any state or federal laws or regulations, now existing or
enacted or promulgated after the date hereof, are interpreted by judicial
decision, a regulatory agency or legal counsel in such manner as to indicate
that this Agreement or any provision hereof may be in violation of such laws or
regulations, Intracel and Hospital shall amend this Agreement as necessary to
preserve the underlying economic and financial arrangements between Intracel and
Hospital and without substantial economic detriment to either party. Neither
party shall claim or assert illegality as a defense to the enforcement of this
Agreement or any provision hereof; instead any such purported illegality shall
be resolved pursuant to the terms of this Section 7.11.

     7.16 EXECUTION IN COUNTERPARTS

          This Agreement may be executed in counterparts, each of which shall
constitute an original hereof for all purposes.

     7.17 USE OF A PARTY'S NAME

          Neither party will, without the prior written consent of the other
party, use in advertising, publicity, or otherwise, the name, trademark, logo,
symbol, or other image of the other party or that party's employee or agent.

     7.18 INDEPENDENT CONTRACTOR

          Hospital's and the Principal Investigator's relationship to Intracel
under this Agreement shall be that of an independent contractor and not an
agent, joint venturer, or partner of Intracel.


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<PAGE>   16
       IN WITNESS WHEREOF, each of the parties has duly caused this OncoVAX 
Center Agreement to be duly executed in its name and on its behalf, as of the 
date first written above.


       INTRACEL CORPORATION


       By:
          -----------------------------

       Name:
            ---------------------------

       Title:
             --------------------------



       DUKE UNIVERSITY MEDICAL CENTER


       By:
          -----------------------------

       Name:
            ---------------------------

       Title:
             --------------------------




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