SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATE: November 13, 2001               /s/ Cynthia L. Sullivan
                                     -------------------------------

                                     Cynthia L. Sullivan
                                     President, Chief Executive Officer
                                     and Director
                                     (Principal Executive Officer)

DATE: November 13, 2001              /s/ Gerard G. Gorman
                                     -------------------------

                                     Gerard G. Gorman
                                     Vice President Finance and
                                     Chief Financial Officer
                                     (Principal Financial and
                                      Accounting Officer)

EXHIBIT 10.1

AMENDMENT NO. 2
TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT,
DATED AS OF JULY 1, 2001 BETWEEN THE COMPANY AND DR.
DAVID M. GOLDENBERG

THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of November 1, 1993, is made and entered into as of the first day of July 1, 2001, by and between IMMUNOMEDICS, INC., a Delaware corporation with its principal office and place of business in Morris Plains, New Jersey ("Immunomedics"), and DR. DAVID M. GOLDENBERG, an individual presently residing in Mendham, New Jersey ("Dr. Goldenberg").

PREMISES

WHEREAS, under Paragraph 2 of the Amended and Restated Employment Agreement, the term of that Agreement was to be automatically renewed for additional one-year periods unless terminated by either party by notice given at least 90 days prior to the relevant renewal date or for a period of one such additional year, on the terms and conditions then in effect if, by a date six months prior to the expiration of the initial term, no agreement was otherwise reached by Dr. Goldenberg and Immunomedics on the terms and conditions of an extension; and

WHEREAS, the parties later agreed to an Amendment No. 1 (dated November 1, 1998) to the Amended and Restated Employment Agreement, wherein they agreed on the terms and conditions of a five-year extension and various other changes to their agreement; and

WHEREAS, the parties have now agreed to this Amendment No. 2 in order to further amend their agreement as set forth below:

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties hereto, intending to be legally bound, agreed that:

A. The parties are amending the Amended and Restated Employment Agreement (and Amendment No. 1 to the extent it previously amended the Amended and Restated Employment Agreement) as follows:

1. Paragraph 2 of the Amended and Restated Employment Agreement shall be amended in its entirety to read as follows:

"2. Term. Dr. Goldenberg will continue to be employed by Immunomedics through June 30, 2006 (the `current term') and this Agreement shall be automatically renewed for additional one year periods thereafter unless terminated by either party by notice to the other given at least ninety (90) days prior to any such renewal date or, in any case, unless terminated earlier pursuant to any other terms of this Agreement. A Contract Year as used herein shall mean a period of twelve (12) calendar months beginning on the date hereof or any anniversary thereof and ending on the last day of the twelfth month thereafter. As used herein, `the Term of Employment' shall mean the initial and any extended terms hereof or as earlier terminated pursuant to Paragraph 10 hereof."

2. Subparagraph (a) of Paragraph 3 thereof shall be amended to read as follows:

"3. Duties.

(a) Description. Dr. Goldenberg shall serve as Chief Scientific Officer and shall perform such duties in that role as are commensurate with Dr. Goldenberg's expertise, experience, and professional standing as the Board of Directors of Immunomedics (the `Board') may determine from time to time. The Board shall assign specific duties to Dr. Goldenberg after a review of the requirements of Immunomedics and he shall thereafter report directly to the Chief Executive Officer. Immunomedics reserves the right, subject to subparagraph 10(h) below, to change from time to time the nature and scope of Dr. Goldenberg's duties, provided that such duties shall remain commensurate with Dr. Goldenberg's expertise, experience and professional standing. If elected to such positions, Dr. Goldenberg shall serve as a member of the Board, and an executive officer and director of any subsidiary or successor of Immunomedics and may, in the discretion of the Board, be paid additional reasonable compensation therefor."

3. Subparagraph (a) of Paragraph 4.1 thereof shall be amended in its entirety to read as follows:

"4.1 Compensation.

(a) Salary. For all duties to be performed by Dr.Goldenberg pursuant to this Agreement, Dr. Goldenberg shall receive a base salary (the "Base Salary") as determined from time to time by the Board, which shall be at the rate of no less than Two Hundred and Seventy Five Thousand Dollars ($275,000.00) per year, payable ratably not less frequently than once per month."

4. Subparagraph (b) of Paragraph 4.1 shall be amended in its entirety to read as follows:

"(b) Bonus. In addition to his Base Salary, Dr. Goldenberg may be paid bonuses at such times, and in such amounts, as the Board may determine from time to time, provided that Dr. Goldenberg receives annually a cash bonus of at least 20% of Base Salary. Dr. Goldenberg's performance shall be reviewed annually by the Board to determine the amount of additional bonuses, if any, merited either for past performance or to grant an incentive for future performance. In the event Immunomedics adopts a management incentive or bonus plan in which executives (including executives who are directors) are eligible to participate, Dr. Goldenberg shall be eligible to participate in such plan and shall be considered for awards at such times as other executives are considered.

5. Subparagraph (c) of Paragraph 4.1 shall be amended in its entirety to read as follows:

"(c) Stock Options. Dr. Goldenberg shall be eligible to participate in Immunomedics' current stock option plan and any future stock option plans, phantom stock plans, stock bonus plans or other plans of a similar nature in which executives (including executives who are also directors) are eligible to participate ("Stock Plans"). Dr. Goldenberg shall receive annually a minimum award of at least 150,000 stock options, with any further stock option to be awarded at the discretion of the Board."

6. Subparagraph (c) of Paragraph 5 is amended in its entirety as follows:

"(c) Expense Allowance. In order to facilitate increased efficiency by Dr. Goldenberg in the performance of his duties, Dr. Goldenberg shall be paid an expense allowance of Five Hundred Dollars ($500.00) per month or such greater amount as may be determined by the Board. The amount of such allowance shall be reported for tax purposes as income to Dr. Goldenberg. This allowance is not a limitation on, nor given in lieu, expense reimbursements to which Dr. Goldenberg is entitled under paragraph 5(b) of this Amended and Restated Employment Agreement. On the first anniversary of Amendment No. 2 of the Amended and Restated Employment Agreement, the allowance will increase by 10% and such increased amount will be paid each month for the remainder of the year beginning on the anniversary date. An additional 10% increase will occur on each subsequent anniversary date and shall be similarly paid during the ensuing year."

7. Subparagraph (f) of Paragraph 10 is amended inits entirety to read as follows:

"(f) At the option of Dr. Goldenberg, to be exercised by ninety
(90) days prior notice to Immunomedics, if a change in control of Immunomedics shall be deemed to have occurred. For purposes of this Agreement, a change of control of the Company is defined (i) an involuntary change in the composition, as of the effective date of this Agreement, of more than thirty-three percent (33%) of the Board of Directors of the Company or (ii) any person, entity or combination thereof (other than the members of the Goldenberg family) controlling, individually or collectively through ownership, assignment, voting proxy or the like, 25% or more percent of the outstanding voting shares ordinarily having the right to vote for the election of the directors of the Company or the combined voting power thereof or (iii) there is a liquidation or dissolution of the Company approved by the shareholders or (iv) there is a sale of all or substantially all of the assets of the Company. A change of control immediately vests all previously stock options awarded to Dr. Goldenberg. Additionally, in the event that a Change of Control occurs, Dr. Goldenberg, if the Company and Dr. Goldenberg agree, may remain in his capacity as the Chief Scientific Officer for up to one year before either a new contract is consummated or Dr. Goldenberg elects to receive severance as provided in Paragraph 14(b) of this Amended and Restated Employment

Agreement. If the Company and Dr. Goldenberg do not agree to Dr. Goldenberg remaining in this capacity for the one-year period beginning with the change of control, then Dr. Goldenberg's employment shall terminate and he shall be entitled to severance under Paragraph 14(b) of this Amended and Restated Employment Agreement. Payment made and performance by the Company in accordance with Paragraph 14(b) of the Amended and Restated Employment Agreement shall operate to fully discharge and release the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives from any further obligation or liability with respect to Dr. Goldenberg's employment and termination of employment. Other than paying Dr. Goldenberg's Base Salary, stock options, and any bonuses through the date of termination of his employment and making any severance payment pursuant to and in accordance with Paragraph 14(b) (as applicable), the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives shall have no further obligation or liability to Dr. Goldenberg or any other person under this Agreement. The Company shall have the right to condition the payment of any severance pursuant to Paragraph 14(b) of this Amended and Restated Employment Agreement upon the delivery by Dr. Goldenberg to the Company of a release in form and substance satisfactory to the Company of any and all claims Dr. Goldenberg may have against the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, employment by the Company and the termination of such employment."

8. A new subparagraph (g) to Paragraph 10 is added, and is to read as follows:

"(g) At option of Dr. Goldenberg, to be exercised by ninety (90) days prior notice to Immunomedics if the terms of the Contract have not, by June 30, 2004, been extended beyond June 30, 2006, said notice being effective at any time between ninety (90) days before June 30, 2004 and the expiration of this Agreement on June 30, 2006."

9. A new subparagraph (h) to Paragraph 10 is added, and is to read as follows:

"(h) At the option of Dr. Goldenberg, to be exercised by ninety
(90) days prior notice to Immunomedics if Dr. Goldenberg in good faith believes that the Board has altered his duties, responsibilities, and authority within Immunomedics in a way not commensurate with Dr. Goldenberg's expertise, experience, and professional standing, said termination having the same legal effect as if Immunomedics had terminated Dr. Goldenberg without good cause and being deemed to occur unless he is restored to his former duties, responsibilities, and authority within Immunomedics within ninety (90) days of the aforementioned notice."

10. Present subparagraph (g) of Paragraph 10 is amended to be referenced as subparagraph "(i)".

11. Subparagraph (a) of Paragraph 14 is amended in its entirety to read as follows:

"(a) Disability and Death. Immunomedics shall acquire and provide for life insurance for Dr. Goldenberg as required under paragraphs 5(e) and 5(f) of this Amended and Restated Employment Agreement. Such insurance shall remain in full force and effect (i) for the duration of this Amended and Restated Employment Agreement and any extension thereof and (ii) for three years after the termination of this Amended and Restated Employment Agreement, unless termination occurs by mutual agreement of the parties, by termination by Dr. Goldenberg (other than pursuant to Paragraph 2 or subparagraph 10(d) or 10(f) hereof), or by termination by Immunomedics for Good Cause (as that term is defined in subparagraph 10(e) hereof) or by expiration of the Term of Employment."

12. Subparagraph (b) of Paragraph 14 is amended in its entirety to read as follows:

"(b) Severance In the event of termination of the employment of Dr. Goldenberg for any reason other than by mutual agreement of the parties, unilateral termination by Dr. Goldenberg (pursuant to any provision other than Paragraph 2 or subparagraph 10(d) or 10(f) hereof), termination by Immunomedics for Good Cause (as that term is defined in subparagraph 10(e) hereof), or expiration of the Term of Employment, then the Company shall continue for a period of three (3) years Dr. Goldenberg's health and life insurance and other benefits, including but not limited to Split Dollar Life Insurance, Additional Incentive Compensation and other benefits under Paragraphs 4.2, 5(d),
5(e), 5(f) and 14(a) of this Amended and Restated Employment Agreement and shall pay to Dr. Goldenberg in lieu of any further compensation under Paragraph 4.1 under this Agreement "Severance Pay," as defined below. "Severance Pay" shall equal to the highest Base Salary paid to Dr. Goldenberg during any of the three prior years, the highest Bonus paid to Dr. Goldenberg during any of the three prior years, and the stock options that Executive would have otherwise received during the period beginning on such date of termination and ending on the later of twenty-four (24) months from the effective date of such termination and the last day of the Term. Such Severance Pay shall be paid, at Dr. Goldenberg's option (i) commencing with such date of termination at the times and in the amounts such Base Salary, Bonus and stock options would have been paid or (ii) in a lump sum present value at the time of termination. Notwithstanding anything to the contrary contained herein, in the event that Dr. Goldenberg shall elect to be paid Severance Pay over time and yet breach Paragraph 6 or 9 of this Amended and Restated Employment Agreement, in addition to any other remedies the Company may have in the event Dr. Goldenberg breaches this Amended and Restated Employment Agreement, the Company's obligation pursuant to this Paragraph 14(b) of the Amended and Restated Employment Agreement to continue such salary shall cease and Dr. Goldenberg's rights thereto shall terminate and shall be forfeited. Similarly, notwithstanding anything to the contrary contained herein, in the event that Dr. Goldenberg shall elect to be paid Severance Pay in a lump sum yet thereafter breach Paragraphs 6 or 9 of this Amended and Restated Employment Agreement, the Company shall be entitled to pro-rata disgorgement of the lump sum severance payments already made, calculated to provide disgorgement of all amounts corresponding to the period following Dr. Goldenberg's initial breach of Paragraphs 6 or 9."

B. The parties agree that, except as stated above, the terms and conditions in the Amended and Restated Employment Agreement and Amendment No. 1 thereto remain in full force and effect.

IN WITNESS WHEROF, the parties have executed this Agreement as of the day, month and year first above written.

Attest:                                     IMMUNOMEDICS, INC.
                                            ("Immunomedics")

_________________________________           By:_________________________________
Secretary


                                            Dated:  ____/____/ 2001

Witness:

---------------------------------           ------------------------------------
                                            Dr. David M. Goldenberg
                                            ("Dr. Goldenberg")

                                            Dated:  ____/____/ 2001

EXHIBIT 10.2

Contract for Services, effective as of January 1, 2002 between the Company and Logosys Logistik GmbH.

CONTRACT FOR SERVICES

IMMUNOMEDICS, INC. USA, 300 American Road, Morris Plains, NJ 07950

represented by Cynthia Sullivan, Chief Executive Officer

herinafter CLIENT

and

LOGOSYS Logistik GMBH, Otto-Rohm-Strasse 69, 64293 Darmstadt, Germany represented by Geschaftsfuhrer Hans Jurgen Nutzel

hereinafter LOGOSYS

contract the following.

Premise

CLIENT manufactures and merchandises pharmaceutical products that may be distributed under the rules of the AMG (Arzneimittelgesetz, German drug law).

The European affiliate of CLIENT remains holder of the AMG license and exclusive distributor ( its name only will appear on packages).

CLIENT assigns LOGOSYS the right to furnish an overall service handling logistic tasks defined in the following clauses. The extent of performance is to be regarded as a unity, which has to be performed absolutely, fully and perfect in its single specifications to maintain the functioning of the whole system.

CLIENT has checked the conditions of the warehouse prior to signing this contract and approves it as suitable for the present assortment.

Section 1. Object of Contract

1. CLIENT entrusts LOGOSYS with distributing pharmaceutical products supplied by CLIENT in the name of and for invoice of CLIENT in Europe and other countries outside USA and Canada, as specified in Exhibit A to this Agreement, which Exhibit may be modified by written agreement between the parties. Subject to distribution are only such products that are registered by national or international authorities. The approximate quantity of distribution is set forth in enclosure 1.

2. Distribution includes generally receiving and registering orders, warehousing, commissioning, shipping, invoicing and debit-accounting by order and in the name of CLIENT. The services contracted between CLIENT and LOGOSYS are set forth in enclosures 2 and 3. Because CLIENT is the pharmaceutical enterprise, it retains sole discretion with respect to the addition and/or deletion of customers in the data referred to in Enclosure 3, no. 2.

3. CLIENT remains owner of the goods, until they are paid for by final customer. The title is transferred directly from CLIENT to the final customer.

4. CLIENT guarantees the exclusive right to LOGOSYS to distribute products of in Germany for the term set forth herein.

enclosure 1    Quantities/ Data
enclosure 2    Duties, obligations and extent of service by LOGOSYS
enclosure 3    Duties, obligations and extent of performance by CLIENT
enclosure 4    Specific agreements
enclosure 5    Fee
enclosure 6    "ADSp" (General German Shipping Conditions)
               in the issue as may from time to time be esta-
               blished)

2. The rules cited in paragraph one, in particular enclosures 1-6, are an integral part of this contract and binding for both parties concerning all the regulations set down in them.

To regulate details (procedure diagram/SOP) subenclosures to the enclosures as mentioned above will be set down through written agreement. The rules for enclosures apply to the subenclosures as well.

Enclosures and subenclosures can be altered by written agreement only.

Section 3. Term

1. This contract is set in force on 01. Jan. 2002 and is effective for 3 years. It is automatically prolonged for another year, if no notice of termination is given. Notice of termination must be made in writing, and be sent by fax and courier, receipt by the other party being agreed to be 5 days after the date on which the fax is sent in the event proof of earlier actual receipt does not exist. The period of notice is 6 months before the end of each contract term. A contract term begins on 01. Jan.of each year and ends on 31 Dec. of each year.

1. In the event that either party repeatedly does not meet essential parts of this contract, or if performance suffers of a substantial defect, the other party has the right to serve written notice of termination, effective twelve (12) weeks after the end of the month in which it is received. Prior to notice of termination either party has to serve a notice of lack of conformity with the contract. If the other party does not remedy the defect and perform the contract within 14 days after the notice of lack of conformity has been served, then there has to be served another written notice of lack of conformity including a warning to terminate the contract if the other party does not perform within 14 days. The parties retain the right to terminate this contract without notice for an important reason.

Section 4. Obligations of LOGOSYS

Duties, performance and resulting obligations of LOGOSYS are set forth in enclosure 2 to this contract.

Section 5. Obligations of CLIENT

Duties, performance and resulting obligations of CLIENT are set forth in enclosure 3 to this contract.

Section 6. Fee

1. For distribution LOGOSYS obtains the fee contracted in enclosure 5. LOGOSYS is authorised to deduct this fee from the collected payments or invoice CLIENT. The due time for payment arises at the time of collection by LOGOSYS of payments from purchasers, without further precondition.

2. LOGOSYS is responsible for recording all data necessary for drawing up statements of account. If requested by CLIENT, LOGOSYS must provide all such data to CLIENT within 14 days after the request.

3. If LOGOSYS has to collect debts for CLIENT it has to forward all payments, that are done to date for sales, less the expenditures, on the 5th working day of the following month.

Section 7. Liability and Insurance

1. CLIENT and LOGOSYS contract that LOGOSYS will not insure goods of CLIENT stocked by LOGOSYS.

2. In addition, LOGOSYS will ship goods for CLIENT under the ADSp (General Conditions of Shipment in Germany). LOGOSYS is liable on the terms of section 24 (ordered warehousing) ADSp in the issue as may from time to time be established.

Section 24 runs as follows:

2.1 The liability of the shipper for loss or damage of the goods (damage of goods) is limited in the case of ordered warehousing:

2.1.1 to 10. DM per kilogram gross weight of a shipment,

2.1.2and a maximum of 10.000 DM for each case of damage; in case damage consists of the difference between the stock - to - be and the actual stock, liability is limited to a maximum of 50.000 DM, irrespective of the number of instances causing the difference in the inventory. In both cases paragraph 2.1.1 is not affected.

2.2. The liability of the shipper for damage other than on goods is for ordered warehousing limited to 10.000 DM per case of damage.

2.4. In any event the liability of the shipper is limited to 10 Million DM per case of damage, regardless of the number of claims arising from a particular case; if there are several parties suffering damage the shipper is liable proportionately.

Section 8. Prohibition of Poaching

Each party contracts that it will not employ any employees of the other or induce them to work for it, irrespective of the employee's qualifications, even in the event that the employee applies to work for the other party. In addition, each party will not grant any payment, benefit etc. to employees of the other party. This renunciation shall apply during the contract and a further 12 months after receipt of notice of termination.

If either party violates the poaching agreement, the violating party contracts to pay to the other a fine equalling the employee's monthly gross salary for 12 months. The fine is based on the salary earned by the employee the 12 months preceding termination of the employment. If the employment has existed less than 12 months, the fine is based on the salary the employee would have earned within 12 months.

Section 9. Collateral Regulations

Modifications and supplements to this contract have to be made in writing. This includes modification of this clause. Collateral regulations have to be made in writing, too.

Section 10. Confidentiality

LOGOSYS will treat confidential any and all information concerning business matters that become known to LOGOSYS while performing this contract; such information may not be given to third parties even after this contract is terminated. On request LOGOSYS has to give back to CLIENT any documents left to LOGOSYS by CLIENT concerning business matters.

Section 11. Inventory, deficiencies, surplus stock

Deficiencies and surplus stock are determined through common inventory. Deficiencies will be invoiced at the net price of production. Surplus stock will be credited on the same base. Without prejudice to checking by LOGOSYS, LOGOSYS will be charged with deficiencies if they exceed 0.5% of the annual net sum of sales.

Section 12. Applicable law

1. This contract and any relations resulting from it are governed by the law of the Federal Republic of Germany solely. The rules about conflict of laws, the UN-Convention of Haag or any other convention about buying and selling goods are excluded.

2. All disputes arising out of, or in connection with, this Agreement shall be exclusively and finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators, who are skilled in the legal and business aspects of the subject matter of this Agreement, to be appointed in accordance with such Rules. The arbitration shall take place in New Jersey, USA; the proceedings shall be conducted in English.

3. This contract will be issued in German and English language. In any doubt about interpretation of clauses and in case of legal dispute only the English issue is valid.

Enclosure 1 Quantities / Specifications

between

IMMUNOMEDICS, INC. USA
300 American Road
Morris Plains, NJ 07950

and

LOGOSYS Logistik GmbH
Otto-Rohm-Str. 69
64293 Darmstadt

from.....................

1. # of Orders per year 1301
2. # of single kits per year 9352
3. quantity to be stored in cool condition 1 - 2 Euro palettes
4. Storage temperature 2 - 8 Degrees Celsius
5. # of products 2

Enclosure 2 Duties, obligations and extent of service by LOGOSYS

between

IMMUNOMEDICS, INC USA ("IMMUNOMEDICS" OR "CLIENT")

and

LOGOSYS Logistik GmbH
Otto-Rohm-Str. 69
64293 Darmstadt

from.....................

1. LOGOSYS works by order of Immunomedics, and delivers to customers of Immunomedics. LOGOSYS is entitled to appoint sub-distributors, pre-approved in writing by Immunomedics, for the shipments. Such sub-distributors must agree in writing to be bound by the obligations of LOGOSYS as set forth in the Contract for Services, including those in Sections 7, 10, and 13.

2. LOGOSYS is obliged to get all required approvals for the distribution of products. Immunomedics acknowledges, that LOGOSYS only stores and distributes the products. This does not include the registration of the products in accordance to AMG, which is to be done by IMMUNOMEDICS.

3. Receive of products / Storage
3.1 Quantity check based upon # of vials at receipt of goods. Check of damages at receipt of goods.
3.2 Daily electronical accounting of products received and shipped, daily reported to CLIENT
3.3 Physical lay in
3.4 Annual stock take

4. Commission business
4.1 Order printout by LOGOSYS
4.2 Commissioning of orders according contract
4.3 Checking product going out
4.4 Adequate packaging for transport

5. Shipment to customer
a. Address labeling
b. Prepare shipment for carrier
c. Generating delivery list and signing off by carrier

6. Administration
a. Processing incoming orders (German, English, French) by phone, fax, or email.
b. Booking in stockpiling system
c. Invoicing customers
d. Debitor bookkeeping
e. Installation of one contact person and one substitute

Enclosure 3 Duties, obligations and extent of service by CLIENT

between

CLIENT

and

LOGOSYS Logistik GmbH
Otto-Rohm-Str. 69
64293 Darmstadt

from.....................

1. Written notification about storage and commission site at the Regierungsprasidium Darmstadt, Ludwigsplatz 2, 64283 Darmstadt

2. Transfer of the existing customer data including addresses.

3. Anouncement before delivery whether goods are under the obligation to be controlled according existing safetyregulations (,,Sicherheitsblatt") or other legal requirements for storage, commission and transport.

4. Imported Goods are delivered cleared of customs and taxes.

5. Reimbursement of additional expenses caused by specific storage conditions as not defined here.

6. Costs for product recalls are to be paid by Immunomedics.

7. Update of customer data.

8. Installation of one contact person and one substitute.

Enclosure 4 Specific agreement

between

CLIENT

and

LOGOSYS Logistik GmbH
Otto-Rohm-Str. 69
64293 Darmstadt

from.....................

1. Packaging

lump-sum per vial / carton EUR 0,22

Included is the printing, the labeling and the insertion of the vial and the package insert. Not included are the costs for the carton, the labels and package inserts. Package inserts will [be given to?] LOGOSYS prefolded.

Enclosure 5 Fee

between

CLIENT

and

LOGOSYS Logistik GmbH
Otto-Rohm-Str. 69
64293 Darmstadt

from.....................

                                 Storage handling

---------------------------------------- --------------------------------------
Total # kits                             lump-sum per single kit (EUR)

---------------------------------------- --------------------------------------
up to 20,000                             0,90

---------------------------------------- --------------------------------------
20,001 - 35,000                          0,85

---------------------------------------- --------------------------------------
above 35,000                             0,83

---------------------------------------- --------------------------------------


                                 Administration

---------------------------------------- --------------------------------------
Total # orders                           lump-sum per order (EUR)

---------------------------------------- --------------------------------------
up to 2,500                              12,00

---------------------------------------- --------------------------------------
2,500 - 4,400                            11,40

---------------------------------------- --------------------------------------
above 4,400                              11,15

---------------------------------------- --------------------------------------

Enclosure 6 "ADSp" (General German Shipping Conditions)

between

CLIENT

and

LOGOSYS Logistik GmbH
Otto-Rohm-Str. 69
64293 Darmstadt

from.....................

CLIENT received the ADSp from.....................

...........................................
CLIENT

EXHIBIT 99.1

RISK FACTORS

Certain statements in this Quarterly Report on Form 10-Q and certain statements made by the Company in other published documents (including, without limitation, press releases) are forward-looking. These statements involve known and unknown risks, uncertainties and other factors, including those discussed in this Exhibit 99.1 which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
regulatory approval of our product candidates, market size for our products, timing of regulatory approvals and commercial introduction of our products and potential results of clinical trials. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," `would," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "potential" and similar expressions intended to identify forward--looking statements. The Company cautions stockholders and potential investors that the following important factors, among others, in some cases have affected, and in the future could affect, the Company's actual operating results and could cause the actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. The statements under this caption are intended to serve as cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Forward looking statements include, but are not limited to, statements about:

o the development new therapeutic compounds;

o the selection and licensing of therapeutic compounds;

o the ability to conduct clinical trials and obtain regulatory approval;

o anticipated business strategies;

o relationships with collaborators and licensees and the benefits to be derived from those relationships;

o the impact of competitive products and pricing;

o competition and technological change;

o existing and future regulations affecting our business;

o anticipated trends in our businesses; and

o sources of revenue, anticipated revenue and future capital expenditures.

Risks Relating to Our Business, Industry and Strategy

We have a history of operating losses and may never become profitable.

We have received only limited revenue from our imaging products CEA-Scan and LeukoScan and have never received revenue from the commercialization of any of our therapeutic product candidates. We have incurred significant operating losses since our formation in 1982 and have not earned a profit since our inception. These operating losses and our failure to be profitable have been due mainly to the significant amount of money that we spend on research and development. As of September 30, 2001, we had an accumulated deficit of approximately $114.5 million. We expect to continue to experience operating losses as we attempt to develop and commercialize therapeutic product candidates. We may never have an approved or commercially successful therapeutic product candidate or any additional imaging products. If we fail in our attempts to develop our product candidates we may never achieve significant revenues or profitable operations and may not be able to earn sufficient revenues to continue as a going concern.

Most of our therapeutic product candidates are at an early stage of development and we may not be able to successfully develop and commercialize them.

Most of our therapeutic product candidates are still at the research stage or early stages of pre-clinical and clinical development. Significant further research and development, financial resources and personnel will be required to develop commercially viable therapeutic products and obtain regulatory approval. We may not be able to successfully develop and commercialize our product candidates, only our diagnostic imaging products, CEA-Scan and LeukoScan, have been sold commercially; we have never successfully commercialized a therapeutic product candidate. Much of our efforts and expenditures over the next few years will be devoted to the development of our therapeutic product candidates. If we fail to gain approval from the FDA to commercialize our product candidates we may never generate significant revenues from product sales.

Our ability to market our products and product candidates depends upon obtaining and maintaining regulatory approval which is subject to a number of uncertainties.

In order to obtain regulatory approval for the commercialization of each of our product candidates, we will be required to complete extensive clinical trials in humans to demonstrate the safety and efficacy of the product candidates to the satisfaction of the United States Food and Drug Administration (FDA) and applicable foreign regulatory authorities. This process is very time consuming; once we begin clinical trials for a new diagnostic or therapeutic product, it may take five to ten years or more to receive the required regulatory approval to commercialize that product and begin to market it to the public. The clinical trials required for approval are a multi-step process as the product candidate is tested in larger populations and a product candidate could fail at any step. Various federal and, in some cases, state statutes and regulations also govern or influence the manufacturing, safety, labeling, storage, record keeping and marketing of these products. The lengthy process of seeking these approvals, and the subsequent compliance with applicable statutes and regulations, will require us to expend substantial resources. In addition, each stage of clinical development is more costly than the prior stage and we may expend substantial resources on a product candidate before we determine that it cannot be successfully commercialized.

A clinical trial may be suspended or terminated by us or the FDA, or otherwise fail, for a number of reasons, including:

o the product candidate may cause unforeseen adverse side effects or have other characteristics that make it impossible or impracticable for us to continue development or which may limit its commercial use;

o the results from preclinical studies and clinical trials may not be predictive of results that will be obtained in later-stage testing;

o we may be unable to timely recruit a sufficient number of patients for our clinical trials and delays in planned patient enrollment may result in increased costs and delays;

o we may not be able to supply sufficient quantities of the product candidate to complete the trial;

o the product candidate may not appear to be more effective than current available therapies; or

o the clinical investigators, trial monitors, or trial subjects may fail to comply with the trial plan or protocol.

Any failure or substantial delay in successfully completing clinical trials and obtaining regulatory approval for our product candidates, especially a pivotal Phase III trial such as the trial for Epratuzumab, could severely harm our business. Approvals may not be granted on a timely basis, if at all, or if granted may not cover all the clinical indications for which we are seeking approval or may contain significant limitations in the form of warnings, precautions or contraindications with respect to conditions of use. Even after approval, we may be required to recall or withdraw a product as a result of subsequently discovered safety or efficacy concerns which would have a materially adverse effect on us.

If we are unsuccessful in shifting our focus from our diagnostic imaging products to our antibody-based therapeutic product candidates our business will be materially and adversely affected.

As we shift our focus from diagnostic imaging to our therapeutic product candidates and as our scientific efforts lead us in new directions into conditions and diseases outside of our area of expertise, we will have to develop internal expertise or form collaborations in those areas. If we proceed independently we will require additional resources that may be difficult to obtain. As a result, we may have to enter into collaboration arrangements with others that may require us to relinquish rights to some of our technologies, products or product candidates that we would otherwise pursue independently. We may be unable to acquire the necessary expertise or enter into collaborations on acceptable terms which would hinder us in our development of additional therapeutic product candidates.

We may not be able to successfully develop a market for our products or product candidates.

We have never developed and commercialized a therapeutic product candidate. Our diagnostic imaging products, CEA-Scan and LeukoScan, are the only products which we are licensed to market and sell. To date, we have a limited market for these products and have received only limited revenues from the sale of these products. We are still developing a market for these products and have not yet begun to develop a market for our therapeutic product candidates. We may not be able to achieve market acceptance of our current products or any of our product candidates which would have a significant impact on our revenues.

Our relationship with Amgen may not be successful.

We have licensed Epratuzumab to Amgen in North America and Australia. Under our licensing agreement, Amgen has undertaken the final clinical development, commercialization and manufacture of Epratuzumab for these markets. We are dependent on Amgen for the successful commercialization of Epratuzumab in these markets. If Amgen does not fully perform its responsibilities under our agreement, or if the ongoing Phase III trial is not successful, the development of this product candidate could be substantially delayed in these major markets. In addition, the agreement provides for certain milestone payments to be made to us upon Amgen's achievement of various clinical and net sales targets. If Amgen does not diligently pursue development of Epratuzumab, or if the ongoing Phase III trial is not successful, we may never receive any milestone payments under this agreement which would seriously reduce our financial resources and adversely affect our ability to fund the development and testing of our product candidates.

We currently receive revenues from a limited number of sources; if we do not receive these revenues we may need to find alternative sources of funding.

To date, we have received revenues from (i) the sale of our equity securities, (ii) payments from Amgen under our Development and Licensing Agreement, (iii) product sales of CEA-Scan and LeukoScan, (iv) one-time signing fees or grants from corporate partners or government grants under agreements that support the development of our product candidates, and (v) investment income. We may not continue to receive these revenues or the amount of these revenues may be dramatically reduced. In the absence of these revenues, we will have to obtain other sources of funding to continue to conduct our research and development activities.

We may be unable to obtain the additional capital needed to operate and grow our business.

We are expending resources on our research and development efforts. We will need addition capital in order to commercialize any therapeutic product candidates that we identify. When our needs for cash deplete our existing capital position, we will be required to significantly reduce our operating expenses, which could have a significant and adverse effect on us.

Our capital requirements depend on numerous factors, including:

o the progress of our research and development programs;

o the progress of pre-clinical and clinical testing;

o the time and costs involved in obtaining regulatory approvals;

o the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

o competing technological and market developments;

o our ability to establish collaborative arrangements with large pharmaceutical companies and others; and

o the requirements and timing of entering into technology licensing agreements and other similar arrangements.

We may use our existing resources before we may otherwise expect because of changes in our research and development and commercialization plans or because of other factors affecting our operating expenses or capital expenditures, including potential acquisitions of other businesses, assets or technologies.

Our ability to raise future capital on acceptable terms depends on conditions in the public and private equity markets and our performance, as well as the overall performance of other companies in the biopharmaceutical and biotechnology sectors. Additional financing may not be available to us at all or on terms we find acceptable. Furthermore, any financing that we do obtain may cause substantial dilution to our existing stockholders.

If we cannot successfully manufacture our products and product candidates in an efficient manner, our ability to sell our products and to conduct clinical trials and commercialize our product candidates would be impaired.

Our ability to supply the demand for our products and to conduct timely preclinical and clinical research and development programs and commercialize our product candidates depends, in part, upon our ability to manufacture our products and product candidates, either directly or through third parties, in accordance with FDA and other regulatory requirements. We may not be able to manufacture our products or product candidates in a reproducible or cost-effective manner at our facilities in the quantities and with the quality that we require. We may also have difficulties obtaining the raw materials and supplies necessary to the manufacturing process. In addition, if several of our product candidates are approved for marketing and sale, we may not be able to manufacture commercial quantities of multiple products successfully or with acceptable profit margins.

We have begun to scale up our manufacturing facilities for our product candidates to supply clinical trials and possible commercial demand. If we are unable to use our own manufacturing facilities or to contract with a third-party to manufacture our products candidates on acceptable terms, we may not be able to conduct preclinical and clinical testing or to supply commercial quantities of our product candidates.

In addition, if our manufacturing facilities fail to comply with FDA and other regulatory requirements, we will be required to suspend manufacturing. This will have a material adverse effect on our financial condition, results of operations, and cash flow.

Our collaboration efforts and agreements may fail or be terminated, resulting in significant delays and substantial increases in the cost of the research, development and commercialization of some of our product candidates.

We are party to various arrangements with academic and corporate partners and others. The successful development and manufacture of the product candidates covered by these arrangements depends upon outside parties' fully performing their contractual responsibilities. If any of the other parties breaches or terminates its agreement with us or otherwise fails to conduct its activities in a timely manner, the development or commercialization of that product candidate or research program may be delayed.

For example, the Center for Molecular Medicine and Immunology or "CMMI", a not-for-profit cancer research center, of which Dr. David M. Goldenberg, our Chairman and Chief Scientific Officer is the founder, President and a member of the Board of Trustees, performs contracted pre-clinical evaluations in product areas of importance to us. CMMI also conducts basic research in a number of areas of potential interest to us. If CMMI were no longer to provide these services, we would have to make alternative arrangements with third parties, which could significantly delay and increase expenses associated with development and commercialization of our product candidates.

Dependence upon third parties for the manufacture of some of our products candidates may adversely affect our profit margins and our ability to develop and deliver products on a timely and competitive basis. For example, if we contract with a third party for the development and production of certain humanized antibodies and this party does not perform according to our expectations, our ability to develop and commercialize those product candidates will be adversely affected. In addition, we rely on a single third party, SP Pharmaceuticals, to perform certain end-stage portions of the manufacturing process for CEA-Scan and LeukoScan, which we do not have the resources to perform. If SP Pharmaceuticals were to become unavailable, we would be unable to complete the manufacturing process until we entered into an agreement with another qualified entity, which could cause substantial delays and materially adversely affect our operations.

We also are considering additional collaboration and other agreements for various product candidates. We may not be able to negotiate these arrangements on favorable terms or at all and these relationships may not be successful.

We may not be able to obtain and adequately protect our intellectual property rights or avoid infringing the rights of others.

Our commercial success is highly dependent upon our own and our collaborators' ability to obtain and defend patent rights and other intellectual property rights that are important to the commercialization of our product candidates. We or our collaborators have filed patent applications on products and processes relating to our diagnostic imaging products and our antibody-based therapeutic product candidates, as well as other technologies and inventions in the United States and in certain foreign countries. Although we have obtained a number of U.S. patents, patent applications owned or licensed by us may not result in patents being issued. Moreover, these patents may not afford us protection against competitors with similar technology or products.

Although we are not aware of any such conflict, parts of our technology, techniques, and product candidates may conflict with patents owned by or granted to others. Any patent holders could sue us for damages and seek to prevent us from selling or developing our products or product candidates. Since we do not have the resources to maintain a staff whose primary function is to investigate the level of protection afforded to third parties on devices and components which we use in our products and product candidates, it is possible that a third party could successfully claim that our products infringe on their intellectual property rights.

Uncertainties resulting from the litigation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace. Any patent litigation or other proceeding even if resolved in our favor, absorbs significant financial resources and management time. Some of our competitors may be able to sustain these costs more effectively than we can because of their substantially greater financial and managerial resources. If a patent litigation or other intellectual property proceeding is resolved unfavorably to us, we may be enjoined from manufacturing or selling our products and services without a license from the other party and be held liable for significant damages. We may not be able to obtain any required license on commercially acceptable terms, if at all.

Our operations could suffer if we are unsuccessful in our pending infringement claims concerning our CEA antibodies.

We are involved in certain litigation with F. Hoffmann-LaRoche and its affiliates concerning the validity of our European patents covering the antibody we use in our CEA-Scan cancer imaging product and our CEA-Cide cancer therapy product, as well as the use of highly specific anti-CEA antibodies for a number of other uses. We have claimed that they have infringed our patent and they have counterclaimed seeking to nullify the patents that were issued. If we receive an unfavorable outcome in any of these matters, our business could be significantly and adversely affected.

If we are not able to keep our trade secrets confidential, our technology and information may be used by others to compete against us.

In addition to our reliance on patents, we attempt to protect our proprietary products and processes by relying on trade secret laws, nondisclosure and confidentiality agreements, and exclusive licensing arrangements with our employees and certain other persons who have access to our proprietary products or processes or have licensing or research arrangements exclusive to us. These agreements or arrangements may not provide meaningful protection for our proprietary products and processes in the event of unauthorized use or disclosure of such information. Others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets or technology which will materially and adversely affect our competitive position.

We face substantial competition in the biotechnology field and may not be able to successfully compete.

The biotechnology industry is highly competitive, particularly in the area of cancer diagnostic and therapeutic products. There is the potential for extensive technological innovations in relatively short periods of time and rapid technological change or developments by others may result in our current products as well as those in development becoming noncompetitive or obsolete. We are likely to encounter significant competition with respect to our existing products as well as our products currently under development. A number of

companies, including IDEC Pharmaceuticals, Genentech, Glaxo SmithKline, Ligand Pharmaceuticals, Millennium Pharmaceuticals, Nycomed Amersham, Protein Design Laboratories, Schering AG, and Corixa Pharmaceuticals, are engaged in the biotechnology field, and in particular the development of cancer diagnostic and therapeutic products. Many of these companies have significantly greater financial, technical and marketing resources than we do. In addition, many of these companies may have more established positions in the pharmaceutical industry and may be better equipped than us to develop, refine and market their products. Our smaller competitors may also obtain a significant competitive advantage if they acquire or discover patentable inventions, form collaborative arrangements or merge with large pharmaceutical companies.

We also expect to face increasing competition from universities and other non-profit research organizations. These institutions carry out a significant amount of research and development in the field of antibody-based technology. These institutions are becoming increasingly aware of the commercial value of their findings and more active in seeking patent and other proprietary rights, as well as licensing revenues.

If a competitor announces a successful clinical study or an approval by a regulatory agency to market a product that is comparable to one of our product candidates, such announcement may have a material adverse effect on our operations, future prospects and the price of our common stock.

Our limited marketing and sales experience and capability could impact our ability to successfully sell our current products and our product candidates.

We are relying, in substantial part, on our own limited sales and marketing organization to market our current imaging products CEA-Scan and LeukoScan. We have no internal marketing or distribution experience for our antibody-based therapeutic product candidates. Any sales effort we undertake may be costly and may not be successful. If we are unable to maintain and continue to build our current sales force or develop a marketing group for our product candidates, our financial condition and operating results may be significantly and adversely affected.

Our limited manufacturing experience and capacity, which is restricted to a single site and facility, could impact our ability to make our products for clinical testing and commercialization.

We rely on our current manufacturing facilities in our headquarters, and the staff working there, for all product supplies needed for research and for future commercial supplies. Any interruption in work at this site, whether by natural acts or other causes, would significantly and adversely affect our operations, and product-development and research programs. The same facility houses all of our other departments, including clinical, regulatory and financial records. Although we attempt to protect records and proprietary reagents, any interruption in operations at our headquarters would have a very adverse impact on us and our programs and plans. Further, since we have never manufactured a commercial therapeutic product, we are at risk of possibly not having as much experience as others in the industry may have for this task. However, we believe that our experience and success in achieving economical, large-scale production of our antibody-based imaging products is pertinent to this effort.

We could be temporarily unable to sell our products if our agreements with our distributors were terminated.

We currently do not have the resources to internally develop and maintain the operating procedures required by the FDA and comparable foreign regulatory authorities to oversee distribution of our products. As a result, we have entered into arrangements with third parties to perform this function for the foreseeable future. If these agreements are terminated, we will be required to enter into arrangements with other government approved third parties in order to be able to distribute our products and we will be unable to continue to distribute our products until an acceptable alternative is identified. If we were even only temporarily unable to distribute our products, our business could be significantly and adversely effected.

We may not receive approval to sell LeukoScan in the United States.

We have not yet received approval from the FDA to market and sell LeukoScan in the United States and cannot predict when we will obtain approval, if ever. In addition, the FDA could impose conditions on its approval, which could significantly affect the commercial viability of the product or could require us to undertake significant additional studies or otherwise expend additional significant funds. If we do not receive approval to market and sell LeukoScan in the United States in the near future or if the FDA imposes significant conditions or restrictions, our business and operations could be significantly and adversely affected.

We may be unable to continue to use mouse fluids for future products which could require us to make expensive and time consuming changes to our products in development.

CEA-Scan and certain of our other imaging agents are derived from ascites fluid produced in mice. Regulatory authorities, particularly in Europe, have expressed concerns about the use of mouse fluids for the production of monoclonal antibodies. The regulatory authorities may not agree that our quality control procedures for future products are adequate. While we are continuing our development efforts to produce certain of our monoclonal antibodies using cell culture methods, this process constitutes a substantial production change, which will require additional manufacturing equipment and new regulatory approval. We may not have the resources to acquire the additional manufacturing equipment and expertise and we cannot be sure that we will receive the required regulatory approval on a timely basis, if at all.

We may be liable for contamination or other harm caused by hazardous materials that we use.

In addition to laws and regulations enforced by the FDA, we are also subject to regulation under various other foreign, federal, state or local laws and regulations. Our research and development involve the controlled use of hazardous materials, chemicals, viruses and various radioactive compounds. The risk of accidental contamination or injury from these materials cannot be completely eliminated. If an accident occurs, we could be held liable for any damages that result and any liability could exceed our resources.

We could be exposed to significant liability claims and our insurance coverage may not be adequate to cover these claims.

The testing, marketing and manufacturing of our product candidates necessarily involve the risk of product liability. Their use in clinical trials and their sale may expose us to substantial liability claims. These claims might be made directly by patients, consumers, pharmaceutical companies, or others selling the products. While we currently have product liability insurance that we consider adequate for our business, we may not be able to obtain insurance in the future at an acceptable cost, if at all. If we cannot maintain our existing or comparable liability insurance, our ability to clinically test and market our products may be significantly impaired. Moreover, the amount and scope of our insurance coverage or indemnification arrangements with any distributor or other third party upon which we rely may be inadequate to protect us in the event of a successful product liability claim. Any claim in excess of the amount of any insurance could significantly and adversely affect our financial condition and operating results.

Certain potential conflicts of interest exist which could affect our operations.

Members of our management and Board of Directors have relationships and agreements with related parties that create conflicts of interest that could adversely affect our business.

For example, Dr. David M. Goldenberg, our Chairman and Chief Scientific Officer, is the founder, President and a member of the Board of Trustees of CMMI, a not-for-profit cancer research center. Dr. Goldenberg devotes more of his time to working for CMMI than for us and other key personnel currently have responsibilities both to CMMI and us. As a result, the potential for conflict of interest exists and disputes could arise over the allocation of research projects and ownership of intellectual property rights.

The loss of key employees could adversely affect our operations.

We are heavily dependent upon the talents of Dr. Goldenberg and certain key scientific personnel. If Dr. Goldenberg or any of our other key personnel leave our employ, our operations could be significantly and adversely affected. In addition, from time to time we have a need to expand our management and scientific personnel. Competition for qualified personnel in the biotechnology and pharmaceutical industries is intense and we may not be successful in our recruitment efforts. If we are unable to retain or, when needed, attract additional qualified personnel, our operations also could be significantly and adversely affected.

We have agreed to certain covenants in our 1999 financing which place restrictions on the operation of our business.

In connection with our December 1999 financing, we agreed to certain covenants, including covenants that will apply until such time as the investors in that offering and their affiliates beneficially own less than 5% of our common stock. Among other things, we agreed that without the prior consent of the investors, we may not sell our business to anyone that is an affiliate of ours, unless the sale is for consideration at least equal to (a) the fair market value in the event of a sale of assets (as determined in good faith by our board of directors) or (b) the then current market price in the event of a sale of stock. As of September 30, 2001, such investors in the aggregate beneficially owned 5.7% of the Company's outstanding common stock.

Revenues from our products depend in part on reimbursement from health care payors, which is uncertain.

The continuing efforts of government and insurance companies, health maintenance organizations and other payors of health care costs to contain or reduce costs of health care may affect our future revenues and profitability. Our ability to commercialize our products successfully will depend in part on the extent to which private health insurers, organizations such as HMOs and governmental authorities can obtain appropriate reimbursement levels for the cost of our products and related treatment. Third-party payors are increasingly challenging the prices charged for medical products and services. Also, the trend toward managed health care in the United States and the concurrent growth of organizations such as HMOs, which could control or significantly influence the purchase of health care services and products, as well as legislative proposals to reform health care or reduce government insurance programs, may all result in lower prices for or rejection of our products. The cost containment measures that health care payors and providers are instituting and the effect of any health care reform could materially and adversely affect our ability to operate profitably. Furthermore, even if reimbursement is available, we cannot be sure that it will be available at price levels sufficient to realize an appropriate return on our investment in product candidates.

Disruption in New York City and the U.S. commercial activities generally following the September 2001 terrorist attacks in the U.S. may adversely impact our results of operations, our ability to raise capital or our future growth.

The operations of our facilities have been and may continue to be harmed by the recent terrorist attacks on the U.S. For example, we may experience a rise in operating costs, such as costs for transportation, courier services, insurance and security. We also may experience delays in receiving payments from payors that have been affected by the attacks, which, in turn, would harm our cash flow. The U.S. economy in general may be adversely affected by the terrorist attacks or by any related outbreak of hostilities. Any such economic downturn could adversely impact our results of operations, impair our ability to raise capital or impede our ability to continue growing our business.

Risks Related to Our Common Stock

The market price of our stock may fluctuate based on factors beyond our control.

The market price of our stock has been and is likely to continue to be highly volatile. Furthermore, the stock market generally and the market for stocks of companies with lower market capitalizations and small biopharmaceutical companies, like us, have from time to time experienced and likely will again experience significant price and volume fluctuations that are unrelated to the operating performance of a particular company.

From time to time, stock market professionals publish research reports covering our business and our future prospects. As a result of a number of factors, we may be unable to meet the expectations of securities analysts or investors and our stock price may decline. These factors include:

o announcements by us or our competitors of clinical results, technological innovations, product sales, new products or product candidates;

o the formation or termination of our corporate alliances and distribution arrangements;

o developments or disputes concerning patent or proprietary rights;

o government regulatory action;

o period-to-period fluctuations in the results of our operations; and

o developments and market conditions for emerging growth companies and biopharmaceutical companies, in general.

In the past, following periods of volatility in the market prices of the securities of companies in our industry, securities class action litigation has often been instituted against those companies. If we face such litigation in the future, it would result in substantial costs and a diversion of management's attention and resources, which would negatively impact our business.

Our principal stockholder can influence most matters requiring approval by our stockholders.

As of September 30, 2001, Dr. Goldenberg, our Chairman and Chief Scientific Officer, controlled the right to vote over approximately 17.6% of our common stock. As a result of this voting power, Dr. Goldenberg may have the ability to determine the election of all of our directors, direct our policies and control the outcome of substantially all matters which may be put to a vote of our stockholders.

Resales of shares held by our directors and executive officers may lower the market price of our common stock and impair our ability to raise new funds.

As of September 30, 2001, we had a total of 49,539,371 shares of common stock outstanding, 8,088,269 of which were held by our directors and executive officers. These shares may be resold within the limitations imposed by Rule 144 under the Securities Act. Sales of substantial amounts of shares or the mere prospect that those sales will occur could cause the market price of our common stock to decline. Those sales might make it more difficult for us to sell equity and equity-related securities in the future at a time and price that we consider appropriate.

We have adopted anti-takeover provisions that may frustrate any attempt to acquire our company or to remove or replace our management.

Provisions of our certificate of incorporation, our by-laws and Delaware law could make it more difficult for a third party to acquire control of our company in a transaction not approved by our board of directors.

Our Board of Directors may issue up to 10 million shares of our preferred stock and may determine the price, rights, preferences, privileges and restrictions, including voting and conversion rights, of these shares of preferred stock. These determinations may be made without any further vote or action by our stockholders. The issuance of preferred stock could have the effect of delaying, deterring or preventing a change in control of our company, or could impose various procedural and other requirements that could make it more difficult for holders of our common stock to effect certain corporate actions, including the replacement of incumbent directors and the completion of transactions opposed by the incumbent board of directors. The rights of the holders of our common stock would be subject to, and may be adversely affected

by, the rights of the holders of any preferred stock that may be issued in the future. We have no present plans to issue any shares of preferred stock. In addition, we have adopted a stockholder rights plan which makes it more difficult for a third party to acquire control of our company without the support of our board of directors.

We are also subject to Section 203 of the Delaware General Corporation Law, which prohibits us from engaging in a business combination with any interested stockholder for a period of three years from the date the person became an interested stockholder, unless certain conditions are met.