CONTRACT MANUFACTURE AGREEMENT

Exhibit 10.1

FINAL EXECUTION COPY

CONTRACT MANUFACTURE AGREEMENT

This Agreement (“the Agreement”) is made on the 27^th day of September 2010 between:

WHEREAS:

NOW IT IS HEREBY AGREED in consideration of these presents as follows:

Subject Matter of the Agreement.

Where tests on a batch of the finished goods supplied under this Agreement carried out at the Principal’s laboratory shows that the quality of the batch of the Products does not meet the agreed specification, the Principal may reject such batch, which the Manufacturer shall replace with Products acceptable to the Principal to be delivered to the Principal within thirty (30) days free of charge, and the Manufacturer shall bear the expense of replacing the raw materials and other components included in the rejected Products. If the Manufacturer disagrees with the Principal’s determination with respect to such Products’ conformity to specifications, the Manufacturer may have the sealed samples held by the Manufacturer for the Principal in respect of that particular batch of the Products tested by any independent laboratory as mutually agreed between the parties, whose analysis results shall be final and binding. In the event that such arbitral analysis shows the relevant batch did comply with the agreed specification as set out in the relevant Certificate of Analysis to be supplied by the Manufacturer in respect of every batch of the Products, the Principal shall reimburse the Manufacturer for the additional costs incurred by the Manufacturer pursuant to the immediately preceding sentence. The costs incidental to any arbitral analysis will be borne by the Principal if an independent analysis confirms the validity of the Manufacturer’s certificate and shall be borne by the Manufacturer if the batch is confirmed to be outside the specification as set out in the relevant certificate. The Manufacturer shall carry out all tests on delivered Product within one (1) month of delivery time (time being of the essence) to satisfy compliance with the relevant Certificate of Analysis. No query or complaint in respect of the Principal’s determination as to Products’ compliance with the specification shall be considered after such period has elapsed.

In both cases calculated from the date of the last price change for the said Product until the beginning of the next applicable Contract Year. Should either party wish to implement any price increase or decrease under this Clause 5.1 then it shall, at its own cost, produce to the other party a certificate certifying that the amount of the proposed increase or decrease has been properly calculated in accordance with the requirements of this Clause 5.1. The price calculated in accordance with this sub-clause would apply to all orders placed by the Principal and accepted by the

Manufacturer in the event that its actual requirements for Products are reasonably expected to differ by more than five (5) batches (as provided in Schedule 1), plus or minus, from any such forecast, and the Manufacturer shall exercise commercially reasonable efforts to adjust its packaging materials inventories accordingly. Payment in respect of any such unused or redundant packaging materials shall be made by the Principal within thirty (30) days of the date of invoice.

Neither party hereto shall be liable to the other for any failure to perform or delay in performance of its obligations hereunder (other than an obligation to pay monies) caused by any of the following to the extent beyond the reasonable control of the party seeking to be excused from performance pursuant to this Section 10: (i) act of God, (ii) outbreak of hostilities, riot, civil disturbance, acts of terrorism, (iii) the act of

any government or authority (including but not limited to revocation or suspension of any licence or consent), (iv) fire, explosion, flood, fog or bad weather, (v) default of suppliers or sub-contractors, (vi) theft, malicious damage, strike, lockout or industrial action of any kind, (vii) inability to obtain supplies of active ingredients, raw materials or packaging (other than due to the cost thereof), or (viii) machinery breakdown, provided the party so affected shall give prompt written notice to the other party. The party so affected shall exercise diligent, commercially reasonable efforts to mitigate the duration and extent of any such event, condition or circumstance, shall keep the other party promptly informed as to all developments affecting or relevant to such force majeure, including but not limited to promptly notifying the other party when the cause or causes preventing, restricting or interfering with its performance hereunder have been eliminated. If the failure or delay occasioned by force majeure subsists for more than one hundred twenty (120) days, either party can terminate this Agreement immediately by notice in writing to the other party, and, save in respect of any payment due, neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an event of force majeure. During the continuation of any force majeure event affecting the Manufacturer’s performance under this Agreement, the Principal shall be entitled to take reasonable steps to assure continued supply of the Products, including but not limited to the entry into agreements with other parties to provide the goods and services to be provided by the Manufacturer hereunder, which agreements may need to extend beyond the termination of the force majeure. In such event, the Principal shall be excused from its obligation to purchase Products hereunder from the Manufacturer to the extent of the remainder of its obligations under such alternative agreement, notwithstanding the cessation of such force majeure; however, Manufacturer’s obligations under Section 1.2 hereof shall remain in full force and effect if, but for such force majeure event, Principal would have purchased sufficient quantities hereunder in order for such exclusivity obligations to remain in effect.

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written agreement of the other, such agreement not to be unreasonably withheld, other than (a) in connection with the sale or other transfer of all or substantially all of the assignor’s assets, or (b) as collateral in connection with a bona fide debt financing transaction effectuated by such assignor, as to which no such consent shall be required. Upon any such assignment pursuant to clause (a) under which such assignee agrees to assume all of assignor’s obligations under this Agreement arising subsequent to the effective date of such assignment, the assignor shall be relieved of any further obligations arising under this Agreement subsequent to the effective date of such assignment.

No amendment of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed on behalf of each party hereto. This Agreement constitutes the entire agreement between the parties with respect to the performance by the Manufacturer of the types of services contemplated by this Agreement, and supersedes any and all prior oral or written agreements, understandings or expressions with respect thereto, which shall be of no further force or effect.

The provisions of this Agreement are considered by the parties hereto to be reasonable in all the circumstances and accordingly it is hereby agreed that if any restriction herein contained shall be judged to be void as going beyond what is reasonable in all circumstances but would be valid if part of or all of the wording were deleted or modified or the periods thereof reduced or the extent of the restriction reduced in scope the same restrictions shall apply with such deletions or modifications and shall be necessary to make them valid or effective.

In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable illegal or otherwise invalid in any respect under the laws governing this Agreement or its performance and cannot be modified in accordance with Clause 16 hereto, such unenforceability, illegality or invalidity shall not affect any other provisions of this Agreement and this Agreement shall then be construed as if such unenforceable illegal or invalid provisions had never been contained herein.

In so far as this Agreement or any matters relating to it may be notifiable to the EC Commission for the purposes of obtaining an exemption under Article 85(3) of the EEC Treaty or for any other reason, the parties hereto agree that the Principal shall be responsible for any such notification and the Manufacturer authorises the Principal to conduct any such notification and any matters relating to it for that purpose, subject to the Principal being obliged to consult with the Manufacturer at each stage relating to the preparation for notification, the actual notification and any matters arising therefrom.

The parties hereto shall strive to resolve on an amicable basis any dispute that may arise between them relating to the terms of this Agreement failing which the parties shall agree to submit any dispute to the exclusive jurisdiction of the High Court of Northern Ireland. The Agreement shall be subject to the laws of Northern Ireland.

SIGNED by duly authorised representatives of each of the parties hereto on the date first before written.

SIGNED on behalf of NORBROOK LABORATORIES LIMITED:

SIGNED on behalf of IMMUCELL CORPORATION:

SCHEDULE 1

FOB Newry, Northern Ireland

PURCHASE PRICE (U.S. DOLLARS)

SCHEDULE 2

Responsibilities of the Parties