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Exhibit 10.19  


  
 

    REGISTRATION RIGHTS AGREEMENT    
    



        THIS REGISTRATION RIGHTS AGREEMENT is entered into as of April 28, 2003, by and between General Electric Capital Corporation ("Purchaser") and Immunicon
Corporation, a Delaware corporation (the "Company"). 


RECITALS  


        A.    The Company may issue one or more warrants (the "Warrants") to the Purchaser from time to time pursuant to the terms of the proposal letter by and
between the Company and the Purchaser regarding the acquisition and financing of certain equipment by the Company from the Purchaser, pursuant to each of which Purchaser would have the right to
acquire from the Company the Shares (as defined in the Warrants). 


        B.    By
this Agreement, the Purchaser and the Company desire to set forth the registration rights of the Shares all as provided herein. 


        NOW,
THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows: 


        1.     Registration Rights.    The Company covenants and agrees as follows: 



        1.1   Definitions.    For purposes of this Section 1: 



        (a)   The
term "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance
with the Securities Act of 1933, as amended (the "Securities Act"), and the declaration or ordering of effectiveness of such registration statement or document; 


        (b)   The
term "Registrable Securities" means (i) the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of
any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i). 


        (c)   The
terms "Holder" or "Holders" means the Purchaser or qualifying transferees under subsection 1.8 hereof who hold Registrable Securities. 


        (d)   The
term "SEC" means the Securities and Exchange Commission. 




        1.2   Company Registration. 



        (a)   Registration.    If at any time or from time to time, the Company shall determine to register any of its
securities, for its own account or the account of any of its shareholders, other than a registration on Form S-1 or S-8 relating solely to employee stock option or
purchase plans, or a registration on Form S-4 relating solely to an SEC Rule 145 transaction, or a registration on any other form (other than Form S-1,
S-2, S-3 or S-18, or their successor forms) or any successor to such forms, which does not include substantially the same information as would be required to be
included in a registration statement covering the sale of Registrable Securities, the Company will: 



        (i)    promptly
give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities
under the applicable blue sky or other state securities laws); and 


        (ii)   use
its best efforts to include in such registration (and compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written
request or requests, made within 30 days after receipt of such written notice from the Company, by any Holder or Holders, except as set forth in subsection 1.2(b) below, provided that 








 






the
Company shall have the right to postpone or withdraw any such registration without any obligation to any Holder. 




        (b)   Underwriting.    In connection with any registration under this Section 1.2 involving an underwriting,
the Company shall not be required to include any Registrable Securities in such registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the
underwriters selected by it. If in the opinion of the managing underwriter it is desirable because of marketing factors to limit the number of Registrable Securities to be included in the offering,
then the Company shall be required to include in the registration only that number of Registrable Securities, if any, which the managing underwriter believes should be included therein after including
all shares to be sold by the Company; provided that no persons or entities other than the Company, the Holders and other persons or entities holding registration rights shall be permitted to be
included in the offering. If the number of Registrable Securities to be offered in accordance with the foregoing is less than the total number of shares which the holders of Registrable Securities
have requested to be included, then the holders of Registrable Securities who have requested registration and other holders of securities entitled to include them in such registration shall
participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of all securities convertible thereinto),
provided that the Holders and others entitled to include shares therein shall not be reduced to less than 30% (in the aggregate) of all shares being registered. If any holder would thus be entitled to
include more securities than such holder requested to be registered, the excess shall be allocated among other requesting holders pro rata in the manner described in the preceding sentence. 




        1.3   Expenses of Registration.    All expenses incurred in connection with any registration, qualification or
compliance pursuant to this Section 1 including without limitation, all registration, filing and qualification fees, printing expenses, fees and disbursements of counsel for the Company and
expenses of any special audits incidental to or required by such registration, shall be borne by the Company except the Company shall not be required to pay underwriters' fees, discounts or
commissions relating to Registrable Securities. All expenses of any registered offering not otherwise borne by the Company shall be borne pro rata among the Holders participating in the offering and
the Company. 


        1.4   Registration Procedures.    In the case of each registration, qualification or compliance effected by the
Company pursuant to this Registration Rights Agreement, the Company will keep each Holder participating therein advised in writing as to the initiation of each registration, qualification and
compliance and as to the completion thereof. Except as otherwise provided in subsections 1.2 and 1.3, at its expense the Company will: 



        (a)   Prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to
become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days. 



        (b)   Prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as
may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. 


        (c)   Furnish
to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 




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        (d)   Use
its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions. 



        (e)   In
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing
underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 


        (f)    Notify
each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the
Securities Act or the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. 




        1.5   Indemnification. 



        (a)   The
Company will indemnify each Holder of Registrable Securities and each of its officers, directors and partners, and each person controlling such Holder, with respect
to which such registration, qualification or compliance has been effected pursuant to this Rights Agreement, and each underwriter, if any, and each person who controls any underwriter of the
Registrable Securities held by or issuable to such Holder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereto) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to
any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement
therein not misleading, or any violation or alleged violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended, ("Exchange Act") or any state securities law
applicable to the Company or any rule or regulation promulgated under the Securities Act, the Exchange Act or any such state law and relating to action or inaction required of the Company in
connection with any such registration, qualification of compliance, and will
reimburse each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, within a
reasonable amount of time after incurred for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or
action; provided, however, that the indemnity agreement contained in this subsection 1.5(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); and provided further, that the Company will not be liable in any such case to the extent
that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by
such Holder or underwriter specifically for use therein. 


        (b)   Each
Holder will, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance
is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls
the Company within the meaning of the Securities Act, and each other such Holder, 




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each
of its officers, directors and partners and each person controlling such Holder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such
directors, officers, partners, persons or underwriters for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder
specifically for use therein; provided, however, that the indemnity agreement contained in this subsection 1.5(b) shall not apply to amounts paid in settlement of any such claim, loss, damage,
liability or action if such settlement is effected without the consent of the Holder, (which consent shall not be unreasonably withheld); and provided further, that the total amount for which any
Holder shall be liable under this subsection 1.5(b) shall not in any event exceed the aggregate proceeds received by such Holder from the sale of Registrable Securities held by such Holder in such
registration. 


        (c)   Each
party entitled to indemnification under this subsection 1.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified
Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; and provided further, that the failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, unless such failure resulted
in prejudice to the Indemnifying Party; and provided further, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall
have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying
Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 




        1.6   Information by Holder.    Any Holder or Holders of Registrable Securities included in any registration shall
promptly furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required
in connection with any registration, qualification or compliance referred to herein. 



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        1.7   Rule 144 Reporting.    With a view to making available to Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees at all times to: 



        (a)   make
and keep public information available, as those terms are understood and defined in SEC Rule 144, after 90 days after the effective date of the first
registration filed by the Company for an offering of its securities to the general public; 


        (b)   file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has
become subject to such reporting requirements); and 


        (c)   so
long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the
reporting requirements of said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to
the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of
the Company, and such other reports and documents so filed by the Company as the Holder may reasonably request in complying with any rule or regulation of the SEC allowing the Holder to sell any such
securities without registration. 




        1.8   Transfer of Registration Rights.    Holders' rights to cause the Company to register their securities and keep
information available, granted to them by the Company under subsections 1.2 and 1.7 may be assigned to a transferee or assignee of a Holder's Registrable Securities not sold to the public, provided,
that the Company is given written notice by such Holder at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the
securities with respect to which such registration rights are being assigned. The Company may prohibit the transfer of any Holders' rights under this subsection 1.8 to any proposed transferee or
assignee who the Company reasonably believes is a competitor of the Company. 




        2.     General. 



        2.1   Waivers and Amendments.    With the written consent of the record or beneficial holders of at least a majority
of the Registrable Securities, the obligations of the Company and the rights of the Holders of the Registrable Securities under this agreement may be waived (either generally or in a particular
instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), and with the same consent the Company, when authorized by resolution of its Board of
Directors, may enter into a supplementary agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however,
that no such modification, amendment or waiver shall reduce the aforesaid percentage of Registrable Securities without the consent of all of the Holders of the Registrable Securities. Upon the
effectuation of each such waiver, consent, agreement of amendment or modification, the Company shall promptly give written notice thereof to the record holders of the Registrable Securities who have
not previously consented thereto in writing. This Agreement or any provision hereof may be changed, waived, discharged or terminated only by a statement in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this subsection 2.1. 


        2.2   Governing Law.    This Agreement shall be governed in all respects by the laws of the State of Connecticut as
such laws are applied to agreements between Connecticut residents entered into and to be performed entirely within Connecticut. 



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        2.3   Successors and Assigns.    Except as otherwise expressly provided herein, the provisions hereof shall inure to
the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 


        2.4   Entire Agreement.    Except as set forth below, this Agreement and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 


        2.5   Notices, etc.    All notices and other communications required or permitted hereunder shall be in writing and
shall be mailed by first class mail, postage prepaid, certified or registered mail, return receipt requested, addressed (a) if to Holder, at such Holder's address as set forth below, or at such
other address as such Holder shall have furnished to the Company in writing, attention Credit Manager or (b) if to the Company, at the Company's address set forth below, or at such other
address as the Company shall have furnished to the Holder in writing, attention President. 


        2.6   Severability.    In case any provision of this Agreement shall be invalid, illegal, or unenforceable, the
validity, legality and enforceability of the remaining provisions of this Agreement or any provision of the other Agreement s shall not in any way be affected or impaired thereby. 



        2.7   Titles and Subtitles.    The titles of the sections and subsections of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement. 


(SIGNATURES
ON FOLLOWING PAGE) 



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        2.8   Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument. 



	PURCHASER	 	COMPANY
	

GENERAL ELECTRIC CAPITAL CORPORATION	
 	

IMMUNICON CORPORATION
	

By:	
 	

/s/ John Edel	
 	

By:	
 	

/s/ James G. Murphy
	 	 	
	 	 	 	

	Name:	 	John Edel	 	Name:	 	James G. Murphy
	Title:	 	SVP	 	Title:	 	SR VP.CFO
	

Address:	
 	

401 Merritt 7, Suite 23

Norwalk, CT 06851-1177	
 	

Address:	
 	

3401 Masons Mill Road,

Suite 100

Huntingdon Valley, PA 19006-3574




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REGISTRATION RIGHTS AGREEMENT