SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made as of December 3, 1997, by and
between Intercell Corporation, a corporation organized under the laws of the State of Colorado, U.S.A., with
headquarters located at 370 17th Street, Suite 3290, Denver, Colorado 80202 (the "Company"), and the buyer
set forth on the execution page hereof (the "Buyer").
A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by the provisions of Regulation D ("Regulation D") as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the
B. The Buyer desires to purchase from the Company, and the Company desires to sell to the Buyer, for the
amounts and upon the terms and conditions stated in this Agreement, in two (2) separate closings (each a
"Closing") as herein described, certain debentures, warrants and other securities of or owned by the Company as
listed in Sections B(i) and B(ii) immediately below.
(i) At the first Closing (the "First Closing"), (a) the Company's Series A-1 Nine Percent (9%) Redeemable
Convertible Debenture Due December 1, 1999, the form of which is attached hereto as Exhibit A (the "A-1
Debenture"); (b) a warrant ("Warrant #1") in the form attached hereto as Exhibit B; (c) a warrant ("Warrant #2")
in the form attached hereto as Exhibit C; and (d) a warrant ("Warrant #3") in the form attached hereto as Exhibit
D. Collectively the warrants described in Sections B(i)(b), (c) and
(c) may be referred to herein as the "Warrants," and the securities receivable upon exercise of the Warrants shall
be referred to herein as the "Warrant Shares."
(ii) At the second Closing (the "Second Closing"), (a) the Company's Series A-2 Nine Percent (9%) Redeemable
Convertible Debenture Due April 1, 1999, the form of which is attached hereto as Exhibit E (the "A-2