ImmuCell Corporation


 




EXHIBIT
10.1


 


Supply
Agreement between the Company and Plas-Pak Industries, Inc.


dated
as of October 14, 2015.


 


This
Agreement between ImmuCell Corporation of 56 Evergreen Drive in Portland, Maine ("ImmuCell") and Plas-Pak
Industries, Inc. of 10 Connecticut Avenue in Norwich, Connecticut ("Plas-Pak") is made this 13th day of
October, 2015.


 


Whereas,
ImmuCell and Plas-Pak have entered into a similar agreement dated January 4, 2010.


 


Whereas,
ImmuCell and Plas-Pak wish to enter into this new agreement to effectively extend the term of the 2010 agreement by an additional
five years.


 


Whereas, ImmuCell
is developing mastitis treatment products (principally “Mast Out”) to be delivered in an intramammary syringe and 


 


Whereas,
Plas-Pak has expertise in making such syringes and 


 


Whereas,
both parties wish to cooperate to commercialize this product opportunity. 


 


Agreements
of ImmuCell: 


		1)	ImmuCell will purchase all of
                                                                                                                                                                                      its requirements for syringes from Plas- Pak, provided Plas-Pak maintains product quality consistent with current production
                                                                                                                                                                                      (See Appendix A) and product pricing consistent with current pricing, subject to normal market adjustment such as the
                                                                                                                                                                                      price of oil that can affect resin costs with reference made to the Consumer Price Index for all Urban Consumers (CPI-U) when
                                                                                                                                                                                      relevant (See Appendix B) and is able to deliver syringes timely in accordance with ImmuCell’s orders.
                                                                                                                                                                                      Final pricing is to be determined by mutual agreement between the parties through good faith negotiations.
	 	 	 
		2)	If
                                         ImmuCell commercializes any new products requiring a syringe package/delivery system,
                                         and if Plas-Pak can provide the needed quantities of that syringe timely and at mutually
                                         agreed upon pricing, then ImmuCell agrees to purchase those syringes exclusively from
                                         Plas-Pak. 
	 	 	 
		3)	ImmuCell
                                         hereby grants to Plas-Pak a worldwide, non-exclusive and royalty-free license for the
                                         duration of this agreement to any intellectual property that ImmuCell obtains with regard
                                         to the syringes, for use by Plas-Pak to produce syringes for other customers, provided
                                         that these customers do not use the syringe to deliver Nisin. To the extent that this
                                         license covers a patent(s), the term of the license shall cover the life of the patent(s).
                                         



 


Agreements
of Plas-Pak: 


 


		1)	Plas-Pak
will sell syringes to ImmuCell based on current design and materials of construction (See Appendix A) at prices consistent
to current pricing subject to normal market adjustments such as the price of oil that can affect resin costs and with reference
made to the Consumer Price Index for all Urban Consumers (CPI-U) when relevant (See Appendix B). Final pricing is to be
determined by mutual agreement between the parties through good faith negotiations.
	 	 	 
		2)	Plas-Pak
will not sell or supply this syringe, or a substantially similar syringe, to any other party that intends to deliver Nisin in
a product that is competitive to ImmuCell's product. 
	 	 	 
		3)	ImmuCell
                                         retains the right to purchase syringes elsewhere should Plas-Pak not be able to supply
                                         ImmuCell's needs, using the design and materials of construction that has been mutually
                                         agreed upon (See Appendix A) and as adjusted from time to time by agreement between
                                         the parties. 



 






     


     


    

 


ImmuCell
Corporation


 


Appendix
A


Syringe design and Bill of Materials (which was attached to the January 4, 2010 agreement).


 


Appendix
B 


Memo
from Michael Basil regarding pricing dated 2007 (which was attached to the January 4, 2010 agreement) and the revised Appendix
B attached hereto. 


 


The
Term of this agreement is approximately five years, expiring on January 1, 2021, and may be renewed by mutual written agreement.



 


The
obligations of both parties where applicable in this agreement shall be binding upon any assignee, transferee or successor. 


 


By
signature below, both parties agree that the above Agreement is acceptable and legally enforceable. 


 


Plas-Pak Industries, Inc.


 


By:


 


		/s/ Charles M.
    Frey	 




Charles
M. Frey, CEO


Date:
October 14, 2015


 


ImmuCell
Corporation


 


By:


 


		/s/ Michael F.
    Brigham	 




Michael F. Brigham, President & CEO


Date:
October 13, 2015