INTRACEL CORP S-1

FORM S-1 REGISTRATION

LEASE BETWEEN PW ACQUISITIONS 1, LLC & PERIMMUNE

LEASE AGREEMENT BETWEEN WARD AND ORGANON TEKNIKA

LEASE BETWEEN ROWLEY ENTERPRISES AND POLYMER TECH.

LEASE BETWEEN ISSAQUAH #1 & BAXTER HEALTHCARE

LEASE BETWEEN P.K. PROJECTS LTD AND INTRACEL

AGREEMENT AND PLAN OF REORGINAZATION

EMPLOYMENT AGREEMENT WITH MICHEAL G. HANNA JR.

EMPLOYMENT AGREEMENT WITH SIMON R. MCKENZIE

EMPLOYMENT AGREEMENT WITH DANIEL REALE

PREFERRED STOCK PURCHASE AGREEMENT

NOTE AND SERIES A WARRANT PURCHASE AGREEMENT

NOTE AND SERIES A-III WARRANT PURCHASE AGREEMENT

NOTE AND WARRANT PURCHASE AGREEMENT, APRIL 1, 1998

LOAN AND AUTHORITY AGREEMENT DATED SEPT 30, 1997

TAX CERTIFICATE AND REGULATORY AGREEMENT

STOCK PURCHASE AGREEMENT DATED JULY 1, 1996

AGREEMENTS BETWEEN INTRACEL AND THOMAS JEFFERSON

LIST OF SUBSIDIARIES OF THE COMPANY

RESEARCH, COLLABORATION AND DISTRIBUTION AGREEMENT

DISTRIBUTION AGREEMENT DATED JUNE 16, 1997

INTELLECTUAL PROPERTY AGREEMENT DATED AUG 2, 1996

INTELLECTUAL PROPERTY SECURITY AGEREEMENT

LIST OF SUBSIDIARIES OF THE COMPANY

CONSENT OF PRICEWATERHOUSECOOPERS LLP-INTRACEL

CONSENT OF PRICEWATERHOUSECOOPERS LLP-PERIMMUNE

CONSENT OF ERNST & YOUNG LLP

CONSENT OF KPMG PEAT MARWICK LLP

FINANCIAL DATA SCHEDULE FOR YEAR ENDED 12/31/97

FINANCIAL DATA SCHEDULE, 3 MONTHS ENDED 3/31/98