1083132--3/28/2008--IMMUNICON

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{property, intellectual, protect}

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{provision, law, control}

{interest, director, officer}

{control, financial, internal}

{personnel, key, retain}

{cost, regulation, environmental}

{customer, product, revenue}

{system, service, information}

RISKS RELATING TO OUR BUSINESS We have a history of operating losses, expect to continue to incur substantial losses, and might never achieve or maintain profitability. We will require additional capital to fund our operations and obligations. We have a going-concern explanatory paragraph in our report of independent registered public accounting firm which may make capital raising more difficult and may require us to scale back or cease operations. Our restructuring may have an adverse impact on our current employees and on our ability to retain and attract management and other key personnel and on our other arrangements with third parties. If our relationship with Veridex does not function effectively or is terminated, we may be unable to continue to commercialize effectively certain of our products based on our technologies in the field of cancer. If our products and services, including the Veridex products, do not achieve market acceptance, we will be unable to generate significant revenues from them. If we or Veridex are not able to obtain all of the regulatory approvals and clearances required to commercialize our products, our business would be significantly harmed. If the third-party manufacturers we rely on either refuse or are unable to successfully manufacture certain of our products, we may be unable to commercialize these products. If third-party payors do not reimburse customers for our products and Veridex s products, they might not be used or purchased, which would adversely affect our revenues. If we or any of our third-party manufacturers do not maintain high standards of manufacturing in accordance with quality system regulations, our ability to develop, and Veridex s and our ability to commercialize our products, could be delayed or curtailed. If the third parties with which we intend to contract with for clinical trials do not perform in an acceptable manner, or if we suffer setbacks in these clinical trials, our business may suffer. If Veridex and the other third-parties on which we currently rely or may rely in the future to perform marketing, sales and distribution services for our products do not successfully perform these services, our business will be harmed. If the limited number of suppliers on which we rely fail to supply the raw materials we use in the manufacturing of our reagent products, we might be unable to satisfy product demand, which would negatively impact our business. If our competitors develop and market technologies or research and diagnostic products faster than we or Veridex do or if those products are more effective than our products, our commercial opportunities will be reduced or eliminated. If we experience delays in the development of new products or delays in planned improvements to our products, our commercial opportunities will be reduced. If product liability lawsuits are successfully brought against us, we might incur substantial liabilities and could be required to limit the commercialization of our products. If we use biological and hazardous materials in a manner that causes injury, we could be liable for damages. RISKS RELATED TO OUR INTELLECTUAL PROPERTY If we are unable to protect our proprietary rights, we may not be able to compete effectively. If the use of our technologies conflicts with the intellectual property rights of third-parties, we may incur substantial liabilities and we may be unable to commercialize products based on these technologies in a profitable manner, if at all. Our rights to use technologies licensed to us by third parties are not within our control, and we may not be able to implement our products without these technologies. If we cannot obtain additional licenses to intellectual property owned by third parties that we desire to incorporate into new products we plan to develop, we may not be able to develop or commercialize these future products. RISKS RELATING TO OUR COMMON STOCK AND INDEBTEDNESS We may be unable to maintain our listing on The Nasdaq Capital Market, which could cause our stock price to fall and decrease the liquidity of our common stock. If our stock is delisted from The Nasdaq Capital Market or our share price declines significantly, then our stock may be deemed to be penny stock. The market price of our common stock may be highly volatile. The future sale of our common stock, the exercise of outstanding options and warrants and the conversion of outstanding convertible notes could negatively affect our stock price and cause dilution. Anti-takeover provisions in our certificate of incorporation and bylaws and under Delaware law could inhibit a change in control or a change in management that holders of our common stock consider favorable. We do not expect to pay dividends in the foreseeable future. As a result, holders of our common stock must rely on stock appreciation for any return on their investment. Despite the restructuring of our subordinated convertible notes, our indebtedness and debt service obligations may adversely affect our cash flows. The Notes provide that upon the occurrence of various events of default and change of control transactions, the holders would be entitled to require us to repay the Notes for cash, which could leave us with little or no working capital for operations or capital expenditures. We may not have sufficient funds to make required payments on the Notes.

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1083132--3/28/2008--IMMUNICON_CORP