Development, License and Supply Agreement

Exhibit 10.4

Veridex, LLC

a Johnson and Johnson company

PO Box 4920

33 Technology Drive

2nd Floor

Warren, NJ 07059

December 20, 2005

Byron Hewett,

CEO Immunicon Corporation

3401 Masons Mill Road, Suite 100

Huntingdon Valley, PA 19006-3574

Subject:  Development, License and Supply Agreement between Immunicon Corporation and Ortho-Clinical Diagnostics, Inc. dated August 17, 2000 as modified.

Dear Byron:

We propose further modifying the subject Agreement by adding the following milestone (to be 5.2.15). All other terms and conditions of the Agreement shall remain the same. Please indicate your acceptance by signing in the appropriate space below.

5.1.15 Five Hundred Thousand Dollars (US$500,000) for participation in the SWOG 0500 study (referred to as the “BRAT Study” by the Parties) in which Immunicon participates as the central testing laboratory for conducting circulating tumor cell testing and analysis of study patient