EXHIBIT LIST
(excludes documents incorporated by reference)

3.1(j) Certificate of Designation of Series G Junior Participating Preferred Stock of the Company, as filed with the Secretary of State of the State of Delaware on March 15, 2002

3.2 Amended and Restated By-Laws of the Company

4.1 Specimen Certificate for Common Stock

10.3 Immunomedics, Inc. 2002 Stock Option Plan, as amended

10.7 David M. Goldenberg Severance Agreement, dated as of June 18, 2002, between David M. Goldenberg and the Company

10.24 Contribution and Assignment Agreement, dated as of June 30, 2002, between IBC Pharmaceuticals, LLC and IBC Pharmaceuticals, Inc.

21.1 Subsidiaries of the Company

23.1 Independent Accountants' Consent--KPMG LLP

EXHIBIT 3.1(j)

CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS

OF

SERIES G JUNIOR PARTICIPATING PREFERRED STOCK

OF

IMMUNOMEDICS, INC.

Immunomedics, Inc., Inc., a corporation organized and existing under the

General Corporation Law of the State of Delaware (hereinafter called the

"Corporation"), hereby certifies that the following resolution was adopted by

the Board of Directors of the Corporation as required by Section 151 of the

General Corporation Law at a meeting duly called and held on February 28, 2002:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the "Board of Directors" or the "Board") in accordance with the provisions of the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), the Board of Directors hereby creates a series of Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Section 1. Designation and Amount. The shares of this series shall be designated as "Series G Junior Participating Preferred Stock" (the "Series G Preferred Stock") and the number of shares constituting the Series G Preferred Stock shall be 100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series G Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series G Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series G Preferred Stock with respect to dividends, the holders of shares of Series G Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to

herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series G Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series G Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series G Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series G Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(C) Dividends due pursuant to paragraph (A) of this Section shall begin to accrue and be cumulative on outstanding shares of Series G Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series G Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series G Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series G Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series G Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series G Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series G Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided in the Restated Certificate of Incorporation, including any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series G Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, or as otherwise required by law, holders of Series G Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series G Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series G Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series G Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series G Preferred Stock, except dividends paid ratably on the Series G Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon

liquidation, dissolution or winding up) to the Series G Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series G Preferred Stock.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series G Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in the Restated Certificate of Incorporation, including any Certificate of Designations creating a series of Preferred Stock or any similar stock, or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation the holders of shares of Series G Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued and unpaid dividends. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series G Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series G Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series G Preferred Stock shall be adjusted by

multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. Amendment. The Restated Certificate of Incorporation shall not be amended in any manner, including in a merger or consolidation, which would alter, change, or repeal the powers, preferences or special rights of the Series G Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series G Preferred Stock, voting together as a single class.

Section 9. Rank. The Series G Preferred Stock shall rank, with respect to the payment of dividends and upon liquidation, dissolution and winding up, junior to all series of Preferred Stock.

[INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its duly authorized officer this 15th day of March, 2002.

IMMUNOMEDICS, INC.

By: /s/ Cynthia L. Sullivan
    -----------------------
    Name:  Cynthia L. Sullivan
    Title:  President and Chief Executive Officer

EXHIBIT 3.2

BY-LAWS

OF

IMMUNOMEDICS, INC.

(A Delaware Corporation)

Adopted by the Board of Directors on June 12, 2002

ARTICLE 1

DEFINITIONS

As used in these By-Laws, unless the context otherwise requires, the term:

1.1 "Assistant Secretary" means an Assistant Secretary of the Corporation.

1.2 "Assistant Treasurer" means an Assistant Treasurer of the Corporation.

1.3 "Board" means the Board of Directors of the Corporation.

1.4 "By-Laws" means the by-laws of the Corporation, as amended from time to time.

1.5 "Certificate of Incorporation" means the certificate of incorporation of the Corporation, as amended, supplemented or restated from time to time.

1.6 "Chairman" means the Chairman of the Board of the Corporation.

1.7 "Chief Executive Officer" means the Chief Executive Officer of the Corporation.

1.8 "Corporate Officer" means an officer of the Corporation elected by the Board and designated by the Board as a corporate officer.

1.9 "Corporation" means Immunomedics, Inc., a Delaware corporation.

1.10 "Directors" means members of the Board.

1.11 "Full Board" means the total number of directors of the Board.

1.12 "General Corporation Law" means the General Corporation Law of the State of Delaware, as amended from time to time.

1.13 "Office of the Corporation" means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.

1.14 "President" means the President of the Corporation.

1.15 "Secretary" means the Secretary of the Corporation.

1.16 "Stockholders" means stockholders of the Corporation.

1.17 "Treasurer" means the Treasurer of the Corporation.

1.18 "Vice Chairman means a Vice Chairman of the Corporation.

1.19 "Vice President" means a Vice President of the Corporation.

1.20 "Votes of the Total Outstanding Shares" means the votes to which the holders of all of the outstanding shares of the Corporation are entitled to cast at a meeting of stockholders.

ARTICLE 2

STOCKHOLDERS

2.1 Place of Meetings. Every meeting of stockholders shall be held at the office of the Corporation or at such other place within or without the State of Delaware as shall be specified or fixed in the notice of such meeting or in the waiver of notice thereof.

2.2 Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at ten o'clock a.m. or such other time as is determined by the Board, on such date (other than a Saturday, Sunday or legal holiday) as is determined by the Board and at such place as the Board shall each year fix.

2.3 Deferred Meeting for Election of Directors, Etc. If no annual meeting is held in accordance with the foregoing provisions, the Board shall cause the meeting to be held as soon thereafter as convenient. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-Laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

2.4 Other Special Meetings. A special meeting of stockholders, unless otherwise prescribed by statute, may be called at any time by the Chairman, a majority of the Full Board or the holders of shares entitled to cast not less than one-fifth of all of the Votes of the Total Outstanding Shares. At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes of such meeting set forth in the notice thereof given pursuant to Section 2.6 of the By-Laws or in any waiver of notice thereof given pursuant to Section 2.7 of the By-Laws.

25. Fixing Record Date. For the purpose of determining the stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty nor less than ten days prior to any other action. If no such record date is fixed:

2.5.1 The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

2.5.2 The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed;

2.5.3 The record date for determining stockholders for any purpose other than those specified in Sections 2.5.1 and 2.5.2 shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

When a determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been made as provided in this Section 2.5, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

2.6 Notice of Meetings of Stockholders. Except as otherwise provided in
Section 2.5 and 2.7 of the By-Laws, whenever under the General Corporation Law or the Certificate of Incorporation or the By-Laws, stockholders are required or permitted to take any action at a meeting, written notice shall be given stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be given, personally or by mail, not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to notice of or to vote at such meeting. If mailed, such notice shall be deemed to be given two days after it is deposited in the United States mail, with postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.7 Waivers of Notice. Whenever notice is required to be given to any stockholder under any provision of the General Corporation Law or the Certificate of Incorporation or By-Laws, a written waiver thereof, signed by the stockholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

2.8 List of Stockholders. The Secretary shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.9 Quorum of Stockholders' Adjournment. The holders of shares representing a majority of the Votes of the Total Outstanding Shares, present in person or represented by proxy, shall constitute a quorum for the transaction of any business at such meeting, except as otherwise provided by the General Corporation Law or the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. When a quorum is once present to organize a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders.

2.10 Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, every stockholder of record shall be entitled at every meeting of stockholders to one vote for each share of capital stock standing in his name on the record of stockholders determined in accordance with Section 2.5 of the By-Laws. If the Certificate of Incorporation provides for more or less than one vote for any share, on any matter, every reference in the By-Laws or the General Corporation Law to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. The provisions of Sections 212 and 217 of the General Corporation Law shall apply in determining

whether any shares of capital stock may be voted and persons, if any, entitled to vote such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of stockholders as owners thereof for all purposes. At any meeting of stockholders (at which a quorum was present to organize the meeting), all matters, except as otherwise provided by law or by the Certificate of Incorporation or by the By-Laws, shall be decided by a majority of the votes cast at such meeting by the holders of shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken. All elections of directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation. In voting on any other question on which a vote by ballot is required by law or is demanded by any stockholder entitled to vote, the voting shall be by ballot. Each ballot shall be signed by the stockholder voting or by his proxy, and shall state the number of shares voted. On all other questions, the voting may be viva voce. Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. The validity and enforceability of any proxy shall be determined in accordance with Section 212 of the General Corporation Law.

2.11 Selection and Duties of Inspectors at Meetings of Stockholders. The Board, in advance of any meeting of stockholders, may appoint one or more inspectors to act at the meeting of any adjournment thereof. If inspectors are not so appointed, the person presiding at such meeting may, and on the request of any stockholder entitled to vote thereat, shall appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspector or inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determining the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspector or inspectors shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them. Any report or certificate made by the inspector or inspectors shall be prima facie evidence of the facts stated and of the vote as certified by him or them.

2.12 Organization. At every meeting of stockholders, the Chairman, or in the absence of the Chairman, a Vice Chairman, if one is elected, or, in the absence of a Vice Chairman, the President, shall act as Chairman of the meeting. In case none of the Corporate Officers above designated to act as Chairman or Secretary of the meeting, respectively, shall be present, a chairman or a secretary of the meeting, as the case may be, shall be chosen by a majority of the votes cast at such meeting by the holders of shares of capital stock present in person or represented by proxy and entitled to vote at the meeting.

2.13 Order of Business. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.

2.14 Written Consent of Stockholders Without a Meeting. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be (1) signed and dated by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and
(2) delivered to the Corporation within sixty (60) days of the earliest dated consent by delivery to its registered office in the State of Delaware (in which case delivery shall be by hand or by certified or registered mail, return receipt requested), its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE 3

DIRECTORS

3.1 General Powers. Except as otherwise provided in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or the By-Laws or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation. In addition to the powers expressly conferred by the By-Laws, the Board may exercise all powers and perform all acts which are not required, by the By-Laws or the Certificate of Incorporation by law, to be exercised and performed by the stockholders.

3.2 Number; Qualification; Term of Office. The Board shall consist of one or more members. The number of directors may be changed from time to time by action of the Board. Directors need not be stockholders. Each director shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal.

3.3 Election. Directors shall, except as otherwise required by law or by the Certificate of Incorporation, be elected by a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.

3.4 Newly Created Directorships and Vacancies. Unless otherwise provided in the Certificate of Incorporation, newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any other reason, including the removal of directors without cause may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, or may be elected by a majority of the votes cast by the holders of shares of capital stock entitled to vote in the election at a special meeting of stockholders called for that purpose. A director elected to fill a vacancy shall be elected to hold office until his successor is elected and qualified, or until his earlier death, resignation or removal.

3.5 Resignations. Any director may resign at any time by written notice to the Chairman, or in the absence of the Chairman, the Secretary. Such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

3.6 Removal of Directors. Subject to the provisions of Section 141(k) of the General Corporation Law, any or all of the directors may be removed with or without cause, by the holders of shares representing a majority of the Votes of the Total Outstanding Shares then entitled to vote at an election of directors.

3.7 Compensation. Each director, in consideration of his service as such, shall be entitled to receive from the Corporation such amount per annum, if any, or such fees, if any, for attendance at directors' meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable expenses incurred by him in connection with the performance of his duties. Each director who shall serve as a member of any committee of directors in consideration of his serving as such shall be entitled to such additional amount per annum, if any, or such fees, if any, for attendance at committee meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable expenses incurred by him in the performance of his duties. Nothing contained in this section shall preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor.

3.8 Place and Time of Meetings of the Board. Meetings of the Board, regular or special, may be held at any place within or without the State of Delaware. The times and places for holding meetings of the Board may be fixed from time to time by resolution of the Board (unless contrary to resolution of the Board) in the notice of the meeting.

3.9 Annual Meetings. On the day when and at the place where the annual meeting of stockholders for the election of directors is held, and as soon as practicable thereafter, the Board may hold its annual meeting, without notice of such meeting, for the purposes of organization, the election of officers and the transaction of other business. The annual meeting of the Board may be held at any other time and place specified in a notice given as provided in Section 3.11 of the By-Laws for special meetings of the Board or in a waiver of notice thereof.

3.10 Regular Meetings. Regular meetings of the Board may be held at such times and places as may be fixed from time to time by the Board. Unless otherwise required by the Board, regular meetings of the Board may be held without notice. If any day fixed for a regular meeting of the Board shall be a Saturday or Sunday or a legal holiday at the place where such meeting is to be held, then such meeting shall be held at the same hour at the same place on the first business day thereafter, which is not a Saturday, Sunday or legal holiday.

3.11 Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman, the Chief Executive Officer or by a majority of the Full Board. Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall, if mailed, be addressed to each director at the address designated by him for that purpose or, if none is designated, at his last known address at least two days before the date on which the meeting is to be held; or such notice shall be sent to each director at such address by telegraph, cable, telex, Telecopier or similar means, or be delivered to him personally, or be given to him by telephone or other similar means not later than the day before the date on which such meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes of the meeting, except to the extent required by law. If mailed, each notice shall be deemed given two days after it is deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Post Office Department. Such mailing shall be by first class mail. If notice is given by telegraph, cable, telex, Telecopier or similar means, such notice shall be deemed given when so delivered or transmitted.

3.12 Adjourned Meetings. A majority of the directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Notice of any adjourned meeting of the Board need not be given to any director whether or not present at the time of the adjournment. Any business may be transacted at any adjourned meeting that might have been transacted at the meeting as originally called.

3.13 Waiver of Notice. Whenever notice is required to be given to any director or member of a committee of directors under any provision of the General Corporation Law or of the Certificate of Incorporation or By-Laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice.

3.14 Organization. At each meeting of the Board, the Chairman, or in the absence of the Chairman, the Vice Chairman, if one is elected, or in the absence of the Vice Chairman, the Chief Executive Officer, or in the absence of the Chief Executive Officer, a chairman chosen by a majority of the directors present, shall preside. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

3.15 Quorum of Directors. A majority of the Full Board shall constitute a quorum for the transaction of business or of any specified item of business at any meeting of the Board, and, except as otherwise expressly required by the General Corporation Law or the Certificate of Incorporation or these By-Laws,

the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the number so fixed constitute a quorum. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

3.16 Action by the Board. All corporate action taken by the Board or any committee thereof shall be taken at a meeting of the Board, or of such committee, as the case may be, except that any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this
Section 3.16 shall constitute presence in person at such meeting.

ARTICLE 4

COMMITTEES OF THE BOARD

4.1 Committees. The Board may, by resolution passed by a majority of the Full Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Such committees, members thereof and alternate and replacement members may be proposed by the Chairman, subject to approval by a majority of the Full Board. Each such committee shall serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution designating it expressly so provides or the Certificate of Incorporation or these By-Laws so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

4.2 Executive Committee. When the Board is not in session, the Executive Committee shall have and may exercise all of the authority of the Board, except to the extent that such authority shall be limited by the resolution establishing the Executive Committee and the General Corporation Law.

4.2.1. Tenure and Qualifications. Each member of the Executive Committee shall hold office until the next regular meeting of the Board following his designation and until his successor is designated as a member of the Executive Committee and is qualified or until his earlier death, resignation or removal.

4.2.2 Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time. The Chairman, or in the absence of the Chairman, such other member of the Executive Committee as designated by the Executive Committee shall preside at all meetings. Special meetings of the Executive Committee may be called by any member thereof upon such notice as provided in Section 3.11. Such notice shall be deemed to be given as provided in
Section 3.11. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.

4.2.3 Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business or of any specified item of business at any meeting thereof, and except as otherwise expressly required by the General Corporation Law or the Certificate of Incorporation or these By-Laws, the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Executive Committee.

4.2.4 Action Without a Meeting. Any action required or permitted to be taken by the Executive Committee at any meeting may be taken without a meeting if all of the members of the Executive Committee consent thereto, in writing, and the writing or writings are filed with the minutes of proceedings of the Executive Committee. Members of the Executive Committee may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

4.2.5 Vacancies. The Chairman may propose to fill, subject to approval by a majority of the Full Board, and the Board may fill by resolution adopted by a majority of the Full Board, any vacancy in the Executive Committee.

4.2.6 Resignations and Removal. Any member of the Executive Committee may be removed at any time, with or without cause by resolution adopted by

a majority of the Full Board. Any member of the Executive Committee may resign at any time from the Executive Committee by giving written notice to the Chairman or, in the absence of the Chairman, the Secretary. Such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

4.3. Other Committees. The tenure and qualifications of the members of each other committee; the time, place and organization of such committee's meetings; the notice required to call any such meeting; the number of members of each such committee that shall constitute a quorum; the affirmative vote of the committee members required effectively to take action at any meeting at which a quorum is present; the action that any such committee can take without a meeting; the method in which a vacancy among the members of such committee can be filled and the procedures by which resignations and removals of members of such committee shall be acted upon or accomplished shall be fixed by the resolution adopted by the Board relative to such matters. In the absence of such resolutions, Sections 4.2.1 through 4.2.6 shall apply to each such committee as if such committee were the Executive Committee.

ARTICLE 5

OFFICERS

5.1 Officers. The Board shall elect a Chairman, a President, a Secretary and a Treasurer, and may elect one or more Vice Chairmen, Vice Presidents and such other Corporate Officers and other officers as it may determine. The Board may designate the standing, seniority or area of special competence of the Vice Presidents elected or appointed by it. Each officer shall hold his office until his successor is elected and qualified or until his earlier death, resignation or removal in the manner provided in Section 5.2 of the By-Laws. Any two or more offices may be held by the same person. All officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in the By-Laws or as the Board may from time to time determine.

5.2 Removal of Officers. Any officer elected by the Board may be removed by the Board with or without cause. The removal of an officer without cause shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

5.3 Resignations. Any Vice President who is a Corporate Officer may resign at any time by so notifying the Board or the President. Any other Corporate Officer may resign at any time by so notifying the Board or the Chairman. Any other officer may resign at any time by so notifying the person to whom he reports. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.

5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in the By-Laws for the regular election or appointment to such office.

5.5 Compensation. Salaries or other compensation of the officers may be fixed from time to time by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a director.

5.6 Chairman. The Chairman, if one shall have been elected, shall be a member of the Board, a Corporate Officer and, if present, shall preside at each meeting of the Board, the Executive Committee and the stockholders. The Chairman also shall perform such duties as from time to time may be assigned to him by the Board.

5.7 President. The President shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Board. He may, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of capital stock of the Corporation. Subject to the provisions of Section 6.2, he may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the By-Laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed. In the absence of inability to act of the President, the Chairman, or, in his absence or inability to act, such Corporate Officer or Corporate Officers as designated by the Board, shall perform all of the duties of the President and so acting shall have all of the powers of and be subject to all restrictions upon the President.

5.8 Chief Executive Officer. The Chief Executive Officer, if one shall have been elected by the Board, may, at the discretion of the Board, in general, supervise and control the affairs and business of the Corporation, subject to control by the Board. Otherwise, the Chief Executive Officer shall perform such duties as from time to time may be assigned to him by the Board; and, in general, shall perform all duties incident to the office of the Chief Executive Officer.

5.9 Vice Presidents. Each Vice President shall perform such duties as from time to time may be assigned to him by the Board, or by the President to the extent not inconsistent with assignments or directions of the Board. Any Vice President may also, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the By-Laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed.

5.10 Secretary. The Secretary, if present, shall act as secretary of all meetings of the stockholders and of the Board, and shall keep the minutes thereof in the property book or books to be provided for that purpose; he shall see that all notices required to be given by the Corporation are duly given and served; he may, with the President or a Vice President, sign certificates for

shares of capital stock of the Corporation; he shall be custodian of the seal of the Corporation and may seal with the seal of the Corporation, or a facsimile thereof, all certificates for shares of capital stock of the Corporation and all documents, the execution of which on behalf of the Corporation under its corporate seal is authorized in accordance with the provisions of the By-Laws; he shall have charge of the stock ledger and also of the other books, records and papers of the Corporation relating to its organization and management as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, or by the President to the extent not inconsistent with assignments or directions of the Board.

5.11 Treasurer. The Treasurer shall have charge and custody of , and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for monies due and payable to the Corporation from any sources whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies or other depositaries as shall be authorized by the Board and selected in accordance with these By-Laws; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined in accordance with any provisions of the By-Laws, and may be responsible for the accuracy of the amounts of all monies so disbursed; regularly enter or cause to be entered in books to be kept by him or under his direction full and adequate account of all monies received or paid by him for the account of the Corporation; have the right to require, from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the Chief Executive Officer or the Board, whenever the Chief Executive Officer or the Board, respectively, shall require him so to do, an account of the financial condition of the Corporation and of all his transactions as Treasurer; exhibit at all reasonable times his books of account and other records to any of the directors upon application at the office of the Corporation where such books and records are kept; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board, or by the President to the extent not inconsistent with assignments or directions of the Board; and he may sign with the President or a Vice President certificates for shares of capital stock of the Corporation.

5.12 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board, or by the President to the extent not inconsistent with assignments or directions of the Board. Assistant Secretaries and Assistant Treasurers may, with the President or a Vice President, sign certificates for shares of capital stock of the Corporation.

ARTICLE 6

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

6.1 Execution of Contracts. The Board may authorize any officer, employee or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited.

6.2 Loans. The President or any other officer, employee or agent, when and to the extent authorized by the Board, may effect loans and advances at any time for the Corporation from any bank, trust company or other institutions or from any firm, corporation or individual and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and, when authorized by the Board so to do, may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebted-ness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.

6.4 Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositaries as the Board may select or as may be selected by an officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board.

ARTICLE 7

STOCK AND DIVIDENDS

7.1 Certificates Representing Shares. The shares of capital stock of the Corporation shall be represented by certificates in such form (consistent with the provisions of Section 158 of the General Corporation Law) as shall be approved by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may, unless otherwise ordered by the Board, be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

7.2 Transfer of Shares. Transfers of shares of capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof or by his duly authorized attorney appointed by a power of attorney duly executed and filed with the Secretary or a transfer agent of the Corporation, and on surrender of the certificate or certificates representing such shares of capital stock properly endorsed for transfer and upon payment of all necessary transfer taxes. Every certificate exchanged, returned or surrendered to the Corporation shall be marked "Canceled," with the date of cancellation, by the

Secretary or an Assistant Secretary or the transfer agent of the Corporation. A person in whose name shares of capital stock shall stand on the books of the Corporation shall be deemed the owner thereof to receive dividends, to vote as such owner and for all other purposes as respects the Corporation. No transfer of shares of capital stock shall be valid as against the Corporation, its stockholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until such transfer shall have been entered on the books of the Corporation by an entry showing from and to whom transferred.

7.3 Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined from time to time by the Board.

7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any shares of capital stock of the Corporation shall immediately notify the Corporation of any loss, destruction, theft or mutilation of the certificate representing such shares, and the Corporation may issue a new certificate to replace the certificate alleged to have been lost, destroyed, stolen or mutilated. The Board may, in its discretion, as a condition to the issue of any such new certificate, require the owner of the lost, destroyed, stolen or mutilated certificate, or his legal representatives, to make proof satisfactory to the Board of such loss, destruction, theft or mutilation and to advertise such fact in such manner as the Board may require, and to give the Corporation and its transfer agents and registrars, or such of them as the Board may require, a bond in such form, in such sums and with such surety or sureties as the Board may direct, to indemnify the Corporation and its transfer agents and registrars against any claim that may be made against any of them on account of the continued existence of any such certificate so alleged to have been lost, destroyed, stolen or mutilated and against any expense in connection with such claim.

7.5 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with the By-Laws or with the Certificate of Incorporation, concerning the issue, transfer and registration of certificates representing shares of its capital stock.

ARTICLE 8

INDEMNIFICATION

8.1 Actions other than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or

proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

8.2 Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

8.3 Success on the Merits. To the extent that any person described in
Section 8.1 or Section 8.2 has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in said Sections, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

8.4 Specific Authorization. Any indemnification under Section 8.1 or
Section 8.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders of the Corporation.

8.5 Advance Payment. Expenses incurred in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in said Section to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification by the Corporation as authorized in this Article.

8.6 Non-Exclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article shall not be deemed exclusive of any other rights to which those provided indemnification or advancement of expenses may be entitled under the Certificate of Incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

8.7 Insurance. The Board may authorize, by a vote of the majority of the full board, the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

8.8. Continuation of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

8.9 Severability. If any word, clause or provision of this Article or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.

8.10 Intent of Article. The intent of this Article is to provide for indemnification and advancement of expenses to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware. To the extent that such
Section or any successor section may be amended or supplemented from time to time, this Article shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.

ARTICLE 9

BOOKS AND RECORDS

9.1 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the stockholders, the Board and any committee of the Board. The Corporation shall keep at the office designated in the Certificate of Incorporation or at the office of the transfer agent or registrar of the Corporation, a record containing the names and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

9.2 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account,

and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

9.3 Inspection of Books and Records. Except as otherwise provided by law, the Board shall determine from time to time whether, and, if allowed, when and under what conditions and regulations, the accounts, books, minutes and other records of the Corporation, or any of them, shall be open to the inspection of the stockholders.

ARTICLE 10

SEAL

The Board may adopt a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation, the year of its incorporation and the word "Delaware".

ARTICLE 11

FISCAL YEAR

The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board.

ARTICLE 12

VOTING OF SHARES HELD

Unless otherwise provided by resolution of the Board, the Chairman or the Chief Executive Officer may, from time to time, appoint one or more attorneys or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as he may deem necessary or proper in the premises; or the Chairman or the Chief Executive Officer may himself attend any meeting of the holders of the stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of the Corporation as the holder of such stock or other securities of such other corporation.

ARTICLE 13

AMENDMENTS

The By-laws may be altered, amended, supplemented or repealed, or new By-laws may be adopted, by vote of the holders of shares representing a majority of the Votes of the Total Outstanding Shares or by the vote of two-thirds of the Full Board, when such power is conferred upon the Board by the Certificate of Incorporation, at any meeting of the stockholders or of the Board, provided notice of the proposed change was given in the notice of the meeting or, in the case of a meeting of the Board, in a notice given not less than two (2) days prior to the meeting.

ARTICLE 14

MISCELLANEOUS

Unless the context specifically requires otherwise, any references in these By-laws to any gender shall include all genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

EXHIBIT 4.1

(front)

NUMBER SHARES
MUC ________ ________

IMMUNOMEDICS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES THAT

is the owner of

fullypaid and non-assessable shares of the Common Stock of the par value of One Cent ($.01) each of

IMMUNOMEDICS, INC.

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

This Certificate is not valid unless countersigned by the Transfer Agent.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officers and its corporate seal to be hereunto affixed.

Dated:

Secretary [IMMUNOMEDICS, INC. Chairman
CORPORATE

SEAL
DELAWARE]

COUNTERSIGNED

AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT

AUTHORIZED SIGNATURE

(back)

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT - __ Custodian __ TEN ENT - as tenants by the entireties (Cust) Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as Act (State) tenants in common

Additional abbreviations may also be used though not in the above list.

For Value Received, __________________________________________________ _________________________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________________________________________shares of the captial stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

________________________________________________________________________Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated _______________________________________

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Immunomedics, Inc. (the "Company") and American Stock Transfer & Trust Company, as Rights Agent, dated as of March 4, 2002, as it may from time to time be amended or supplemented pursuant to its terms (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Immunomedics, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Immunomedics, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void.

EXHIBIT 10.3

IMMUNOMEDICS, INC. 2002 STOCK OPTION PLAN

(As amended on June 12, 2002)

1. Purpose of Plan. The purpose of this 2002 Stock Option Plan is to promote the interests of Immunomedics, Inc. and its stockholders by encouraging employees, consultants, members of the Corporation's Scientific Advisory Board, if any, and any members of the Corporation's Board of Directors to acquire a proprietary interest in the Corporation, thereby increasing the personal interest and special effort of such persons to achieve sound growth and profitability for the Corporation, and to enhance the Corporation's efforts to attract and retain competent Employees, Consultants, Directors and Advisors (as defined below).

2. Definitions. The following terms when used herein shall have the meanings set forth below, unless a different meaning is plainly required by the context:

Advisor. A person who has been appointed to and continues to serve on the Corporation's Scientific Advisory Board.

Affiliate. Affiliate, as defined in Rule 12b-2 promulgated under
Section 12 of the Exchange Act.

Beneficial Owner. Beneficial Owner, as defined in Rule 13d-3 under the Exchange Act.

Board. The Board of Directors of the Corporation.

Cause. Cause means, but is not limited to, dishonesty with respect to the Corporation or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, breach by the Optionee of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Optionee and the Corporation, and conduct substantially prejudicial to the business of the Corporation or any Affiliate. The determination of the Committee as to the existence of Cause will be conclusive on the Optionee and the Corporation. Cause is not limited to events that have occurred prior to the Optionee's Employment Termination Date, nor is it necessary that the Committee's finding of Cause occur prior to termination. Notwithstanding the foregoing, any definition in an agreement between the Optionee and the Corporation or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to that Optionee unless specifically provided otherwise in an Option Agreement.

Code. The Internal Revenue Code of 1986, as it has been and may be amended from time to time. Reference to any section of the Code shall include any provision successor thereto.

Committee. The Committee provided for in Section 8.

Common Stock. Shares of the Corporation's common stock, par value $.01 per share, and any other shares of common stock from time to time authorized pursuant to the Corporation's Certificate of Incorporation, as amended.

Consultant. A person performing consulting or advisory services to the Corporation who is not an Employee or a Director.

Corporation. Immunomedics, Inc., a Delaware corporation.

Director. A person who has been elected to and continues to serve on the Board.

Employees. Officers and other persons employed by the Corporation or its Subsidiaries, as determined by the Board or the Committee from time to time.

Employment Termination Date. The date upon which the employment of the Optionee with the Corporation, any Parent or Subsidiaries terminates, the date the Optionee's service as a Director terminates, the date the Optionee's service as an Advisor terminates, the date the Optionee's service as a Consultant terminates or, in the case of an Optionee serving in more than one of such capacities, the last of such dates.

Exchange Act. The Securities Exchange Act of 1934, as amended from time to time.

Incentive Option. An option to acquire shares of Common Stock which is intended to satisfy the requirements of Section 422 of the Code.

1992 Plan. The Immunomedics, Inc. 1992 Stock Option Plan, as amended and restated.

Non-Qualified Option. An option to acquire shares of Common Stock which is not intended to satisfy the requirements of Section 422 of the Code.

Option. An Incentive Option or a Non-Qualified Option granted to an Optionee pursuant to the Plan.

Option Agreement. A written agreement between the Corporation and an Optionee evidencing the grant of an Option and containing terms and conditions concerning the exercise of the Option.

Option Price. The price to be paid for shares of Common Stock being purchased pursuant to the exercise of an Option.

Option Settlement. The cash, shares of Common Stock, or a combination thereof, which may be paid to an Optionee pursuant to Section 7.

Optionee. An Employee, Director, Consultant or Advisor who has been granted an Option. Also includes the personal representative, heir or legatee of an Optionee who has the right to exercise an Option upon the death of an Optionee.

Outside Directors. A Director who is not also an Employee.

Parent. Parent Corporation as defined in Section 424(e) of the Code.

Person. Person, as defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

Plan. The 2002 Stock Option Plan provided for herein, as it may be amended from time to time.

Subsidiary. Subsidiary Corporation as defined in Section 424(f) of the Code.

Value. The price of the last sale of the Common Stock on the NASDAQ automated quotation system on the date fair market value is to be determined or, if the Common Stock is not listed on the NASDAQ, the closing bid price (or the average of the closing bid price and asked price) on the exchange or system on which the Common Stock is listed or as quoted by the principal market-maker of the Common Stock; if the Common Stock cannot be valued by any of the foregoing methods, Value shall be as determined by the Committee.

3. Eligibility and Participation. Persons eligible to receive Options under the Plan shall be Employees, Directors, Consultants or Advisors selected by the Committee; provided, Incentive Options shall be granted to Employees only. In determining persons to whom Options, both Incentive and Non-Qualified, shall be granted, the number of shares to be covered by each Option, and whether the Option shall be an Incentive Option or a Non-Qualified Option, or both, the Committee shall take into account the duties of the respective persons, their present and potential contribution to the success of the Corporation, their anticipated number of years of active service remaining and such other factors as it deems relevant in connection with accomplishing the purposes of the Plan. A person who has been granted an Option may be granted an additional Option or Options as the Committee shall so determine.

4. Shares Subject to the Plan. The shares to be offered under the Plan shall be the Common Stock, which shares may be authorized but unissued shares or treasury shares. Subject to the adjustments provided for in Section 9, the aggregate number of shares of Common Stock to be delivered upon exercise of all Options granted under the Plan, shall not exceed 8,000,000 shares. Shares of Common Stock subject to, but not delivered under, an Option terminating or expiring for any reason prior to the exercise thereof in full, shall be deemed available for Options thereafter granted during the term of the Plan.

5. Terms and Conditions of All Options. All Options granted hereunder shall be issued subject to the following terms and conditions:

a. Non-Qualified Options may be granted to any Optionee. Incentive Options shall be granted only to Employees. No Incentive Options shall be granted to any Optionee who immediately after the granting of an Incentive Option owns (within the meaning of Section 422(c)(5) of the Code) more than 10% of the issued and outstanding Common Stock, unless such Incentive Option is granted with an Option Price of not less than 110% of the Value of the Common Stock at the time of the grant of the Option.

b. Unless otherwise determined by the Committee, all Options (other than those granted to Consultants) shall be first exercisable as to 25% of the total number of shares of Common Stock underlying such Option on the first anniversary of the date of grant, and to an additional 25% of such shares on each of the second, third and fourth anniversaries of such date of grant.

c. If the Option is an Incentive Option, the aggregate Value (determined at the time the Incentive Option is granted) of the Common Stock with respect to which Incentive Options granted hereunder and incentive stock options granted under any other plan of the Corporation (or any Parent or Subsidiary thereof) are exercisable by the Optionee for the first time in any calendar year shall not exceed $100,000.

d. Options shall not be transferable by the Optionee otherwise than (i) by will or the laws of descent and distribution, or (ii) as approved by the Committee in its discretion and set forth in the applicable Option Agreement. Notwithstanding the foregoing, an Incentive Option transferred except in compliance with clause (i) above shall no longer qualify as an Incentive Option. Except as provided above, an Option shall be exercisable, during the Optionee's lifetime, only by such Optionee and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Option or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon an Option, shall be null and void.

e. Upon notice of an Employment Termination Date for Cause, the Options held by such Optionee at such date shall terminate and be of no further force and effect. Upon an Employment Termination Date (other than for Cause or as a result of death or Disability of the Optionee), the Option shall terminate upon the earlier to occur of (i) three

months after the Employment Termination Date, (ii) the Option's expiration date, or (iii) such other date as shall be specified in the Option Agreement. The Option shall be exercisable during such period after the Optionee's Employment Termination Date with respect to the number of shares as to which the Option shall have been exercisable on the date immediately preceding the Employment Termination Date.

f. In the event of the Optionee's death prior to his Employment Termination Date, or if such termination is as a result of the Optionee's permanent and total disability (as that term is defined in
Section 105(d)(4) of the Code and referred to herein as "Disability"), or if the termination date of such Option has been extended in accordance with subsection 5.e hereof, the Option shall terminate upon the earlier to occur of (i) 12 months after the date of the Optionee's death or Disability, (ii) the Option's expiration date, or (iii) such other date as shall be specified in the Option Agreement. The Option shall be exercisable during such period after the Optionee's death or Disability with respect to the number of shares as to which the Option shall have been exercisable on the date immediately preceding the Optionee's death or Disability.

g. Any exercise or attempt to exercise any Option by an Optionee, and any request for any Option Settlement in accordance with Section 7 hereof, during a period commencing 180 days prior to the termination of such Optionee's employment or other relationship with the Corporation for any reason and ending 90 days after such termination, shall be subject to the Corporation's right to (i) deny the exercise of such Option or such request, (ii) rescind the exercise of such Option (if the Option has been exercised but the underlying shares of Common Stock have not been sold), or (iii) be paid by the Optionee, upon the demand of the Corporation, the amount of any Option Settlement paid and the amount of profits (i.e., the difference between the exercise price of the Option and the sale price of the Common Stock acquired upon such exercise) received by the Optionee as a result of the exercise of such Option if such Option has been exercised and the underlying shares of Common Stock have been sold. The right of the Corporation provided in the foregoing sentence may be exercised only (i) on or prior to the 90th day after termination of the employment or other relationship of the Optionee with the Corporation and (ii) if the Committee determines that the Optionee has voluntarily terminated his employment with the Corporation or the Optionee has been terminated for Cause for breaching Corporation policy or for a breach of a material duty or obligation to the Corporation.

6. Terms and Conditions of Option Agreement. The Committee shall have the power, subject to the limitations contained in this Plan, to prescribe additional terms and conditions in respect of the granting or exercise of any Option under the Plan and in particular shall prescribe the following terms and conditions, which shall be contained in the Option Agreement for such Option:

a. Whether the Option is an Incentive Option or a Non-Qualified Option.

b. The number of shares of Common Stock to which the Option pertains.

c. The exercise price of the Option, which shall not be less than 100% of the Value of the Common Stock at the time of the grant of the Option, except as provided in Section 5.a.

d. The term of the Option, which shall not exceed 10 years from the date on which the Option is granted; provided, if the Optionee owns more than 10% of the issued and outstanding Common Stock, and the Option is an Incentive Option, the term shall not exceed five years.

e. The method or time when the Option may be exercised in whole or in part.

f. Whether the Option Price may be paid in whole or in part in shares of Common Stock then owned by the Optionee.

g. The provisions for the withholding of Federal, state and local income or other taxes which shall be due in connection with the exercise of the Option.

h. Each Option Agreement shall provide that, upon request by the Committee for such a representation, the Optionee shall deliver to the Committee at the time of any exercise of an Option or portion thereof, a written representation that the shares of Common Stock to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof. Upon such request, delivery of such representation prior to the delivery of any shares of Common Stock issued upon exercise of an Option and prior to the expiration of the Option period shall be a condition precedent to the right of the Optionee or such other person to purchase any shares.

7. Option Settlement Provisions. Each Optionee may request that, in lieu of exercising an Option, he receive shares of Common Stock, cash, or a combination of Common Stock and cash, having a fair market value equal to the amount by which the Value of the shares of Common Stock subject to the Option at the time of such request exceeds the Option Price (the "Option Settlement"), as follows:

a. The request of the Optionee shall be in a writing delivered to the Committee during the period commencing with the third day after, and ending with the twelfth day after the release by the Corporation of its quarterly or annual summary statements of earnings.

b. The Committee shall, in its sole discretion, determine whether to permit an Optionee to receive an Option Settlement in lieu of exercising the Option and, if the Committee determines to permit the Optionee to receive an Option Settlement, the Committee, in its sole discretion, shall determine what portion of the Option Settlement shall be in cash and what portion shall be in shares of Common Stock.

c. For the purpose of determining the amount of the Option Settlement, the Value of a share of the Common Stock shall be determined on the date the written request referred to in Section 7.a. is received by the Committee; provided, that the amount of the Option Settlement shall not exceed twice the Option Price of the shares of Common Stock under the Option being cancelled. For example, if the Option Price per share is $7, the Option Settlement cannot exceed $14 per share.

d. Upon the payment of an Option Settlement, the Option with respect to which the Option Settlement was paid shall be cancelled the same as if the Option had been exercised in full.

8. Administration of Plan.

a. The Plan shall be administered by the Board, except to the extent the Board delegates its authority to a committee (the "Committee") comprised of no less than two of the Corporation's Outside Directors. Unless otherwise determined by the Board, such persons shall be "disinterested persons" as such term is defined by Rule 16b-3 promulgated under the Securities Act of 1934 and Outside Directors as defined in Section 162(m) of the Code.

b. Subject to such orders or resolutions not inconsistent with the provisions of the Plan, as may from time to time be issued or adopted by the Board, the Committee shall have full power and authority to interpret the provisions and supervise the administration of the Plan. All decisions, determinations and selections made by the Committee pursuant to the provisions of the Plan and applicable existing orders or resolutions of the Board shall be final, unless otherwise determined by the Board. In addition, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. Each Option granted shall be evidenced by an Option Agreement containing such terms and conditions that may be approved by the Committee and which shall not be inconsistent with the Plan and the orders and resolutions of the Board with respect thereto. If permissible under applicable law, the Board or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. Any such allocation or delegation may be revoked by the Board or the Committee at any time.

c. Outside Directors may be granted Options at the discretion of the Committee. In addition, Outside Directors shall automatically be granted Options under the Plan in accordance with the formula set forth below:

(i) Outside Directors shall be granted an Option to purchase 10,000 shares of Common Stock upon the date of his election or appointment to the Board for the first time.

(ii) On each July 1 during the term of the Plan, each Outside Director who has been a Director for not less than twelve months prior to such date shall be granted an Option to purchase 10,000 shares of Common Stock, and each Outside Director who has been a Director for at least three months but less than twelve months prior to the date of grant shall receive an Option to purchase such number of shares of Common Stock determined by multiplying 10,000 times a fraction, the denominator of which is twelve and the numerator of which is the number of complete months which such person has served as a Director.

(iii)All Options granted to Outside Directors shall (1) be Non-Qualified Options, (2) be exercisable at a price equal to the Value at the date of grant and (3) be exercisable for a term of 10 years.

Notwithstanding the forgoing, the number of shares underlying the options to be granted pursuant to the formula set forth in this Section 8.c. shall be adjusted upon the occurrence of any event referred to in Section 9 hereof as provided in such section.

9. Adjustments Upon Changes in Capitalization.

a. Notwithstanding the limitation set forth in Section 4, in the event of a stock dividend, stock split or other change in capitalization affecting the Common Stock (except for changes set forth in Section 9(b) below), the Committee shall make an appropriate adjustment in the maximum number of shares available under the Plan or to any one individual and in the number and kind of shares of Common Stock or other property subject to Options granted under the Plan and to the Option Price and other terms relating thereto.

b. If the Corporation is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Corporation's assets other than a transaction to merely change the state of incorporation (a "Corporate Transaction"), the Committee or the board of directors of any entity assuming the obligations of the Corporation hereunder (the "Successor Board"), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for

the Common Stock then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon written notice to the Optionees, provide that all Options must be exercised (either to the extent then exercisable or, at the discretion of the Committee, all Options being made fully exercisable for purposes of this Subparagraph), within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or
(iii) terminate all Options in exchange for a cash payment equal to the excess of the Value of the Common Stock subject to such Options (either to the extent then exercisable or, at the discretion of the Committee, all Options being made fully exercisable for purposes of this Subparagraph) over the exercise price thereof.

c. In the event of a recapitalization or reorganization of the Corporation other than a Corporate Transaction pursuant to which securities of the Corporation or of another corporation are issued with respect to the outstanding shares of Common Stock, an Optionee upon exercising an Option after the recapitalization or reorganization shall be entitled to receive for the purchase price paid upon such exercise the number of replacement securities which would have been received if such Option had been exercised prior to such recapitalization or reorganization.

d. Upon the dissolution or liquidation of the Corporation, all Options granted under this Plan which as of such date shall not have been exercised will terminate and become null and void; provided, however, that if the rights of an Optionee have not otherwise terminated and expired, the Optionee will have the right immediately prior to such dissolution or liquidation to exercise any Option to the extent that the Option is exercisable as of the date immediately prior to such dissolution or liquidation.

e. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph a, b or c above with respect to Incentive Options shall be made only after the Committee determines whether such adjustments would constitute a "modification" of such Incentive Options (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such Incentive Options. If the Committee determines that such adjustments made with respect to Incentive Options would constitute a modification of such Incentive Options, it may refrain from making such adjustments, unless the holder of an Incentive Option specifically requests in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such "modification" on his or her income tax treatment with respect to the Incentive Option.

10. Time of Granting Options. Except for Options granted pursuant to
Section 8 hereof, nothing contained in the Plan or in any resolution adopted or

to be adopted by the Board or by the stockholders of the Corporation, and no action take by the Committee (other than the granting of a specific Option), shall constitute the granting of an Option hereunder. The granting of an Option pursuant to the Plan shall take place on the date such Option is approved by the Committee or other authorized person pursuant to Section 8 hereof.

11. Amendment and Discontinuance. The Board may, subject to the limitation set forth in Section 8.c., discontinue, amend, alter or suspend the Plan, but may not, without the approval of the holders of a majority of all the issued and outstanding shares of Common Stock present either in person or by proxy at a meeting duly held for that purpose, make any alteration or amendment thereof which operates (a) to increase the total number of shares of Common Stock for which Options may be granted under the Plan, except as resulting from the operation of Section 9, (b) to extend the maximum option period provided in
Section 6.d., (c) to decrease the minimum Option Price provided in Section 6.c., or (d) extend the class of Optionees permitted to be granted Options. Any Option which is outstanding under the Plan at the time of its amendment or termination shall remain in effect in accordance with its terms and conditions and those of the Plan as in effect when the Option was granted. With the consent of the Optionee affected, the Committee may amend outstanding Option Agreements in a manner which may be adverse to the Optionee but which is not inconsistent with the Plan. In the discretion of the Committee, outstanding Option Agreements may be amended by the Committee in a manner which is not adverse to the Optionee.

12. Change in Control.

a. In the event of a Change in Control, each Option granted to an Optionee prior to June 12, 2002 pursuant to this Plan shall immediately become vested and fully exercisable. Each Option granted pursuant to this Plan on or after June 12, 2002 shall immediately become vested and fully exercisable in the event of a Change in Control only if so specified in the Optionee's Option Agreement or otherwise approved by the Committee. In addition, any Optionee may request to receive at such time an Option Settlement, as provided in
Section 7, notwithstanding that such election is not made during the period set forth in Section 7.a.

b. For purposes of this Section 12, a Change in Control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 50% or more of the combined voting power of the Corporation's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date the Plan is approved by the shareholders of the Corporation, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii)there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other corporation, other than (A) a merger or consolidation which results in the directors of the Corporation immediately prior to such merger or consolidation continuing to constitute at least a majority of the board of directors of the Corporation, the surviving entity or any parent thereof or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 50% or more of the combined voting power of the Corporation's then outstanding securities; or

(iv) the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

13. Effectiveness and Termination of the Plan.

a. The Plan shall become effective upon adoption by the Board. The Plan shall be rescinded and all Options granted hereunder shall be null and void unless within 12 months from adoption of the Plan it shall have

been approved by a vote of the holders of a majority of all the issued and outstanding shares of Common Stock present either in person or by proxy at a meeting duly held for such purpose.

b. The Plan shall terminate on the earliest to occur of:

(i) The date when all the shares of Common Stock available under the Plan shall have been acquired through the exercise of Options granted under the Plan, or the payment of Settlement Options in lieu of such exercise;

(ii) 10 years after the date of adoption of the Plan by the Board; or

(iii) Such other date as the Board shall determine.

14. Governing Law. The provisions of the Plan shall be construed, administered and enforced according to the laws of the State of Delaware.

15. Miscellaneous.

a. The captions and section headings used herein are for convenience only, shall not be deemed part of the Plan and shall not in any way restrict or modify the context and substance of any section or paragraph hereof.

b. The Plan shall be construed in such a fashion that all Incentive Options shall qualify as "incentive stock options" under Section 422 of the Code.

The Immunomedics, Inc. 1992 Plan was originally adopted by the Board on September 10, 1992 and approved by the Corporation's shareholders on November 5, 1992. The 1992 Plan was amended and restated by the Board on May 18, 2000 and approved by the shareholders at the annual meeting of the Corporation's shareholders on December 6, 2000. On September 25, 2001 the Board adopted, subject to approval by the shareholders of the Corporation, the Plan, as an amendment, restatement and continuation of the 1992 Plan.

EXHIBIT 10.7
SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into this 18th day of June , 2002, by and among IMMUNOMEDICS,INC., a Delaware Corporation, with its principal place of business located at 300 American Road, Morris Plains, New Jersey 07950 ("Immunomedics" or "Corporation"), Dr. David M. Goldenberg residing at 330 Pleasant Valley Road, Mendham, New Jersey 07926 ("Dr. Goldenberg" or "Employee") and DMG ASSOCIATES, L.P., a Delaware Limited Partnership ("DMG Partnership").

W I T N E S S E T H :

WHEREAS, Dr. Goldenberg is a valued employee and Chairman of the Board, Chief Scientific Officer and a Director of Immunomedics; and

WHEREAS, As of November 20, 2001, Immunomedics is the owner and beneficiary of a certain $10 Million Universal Life Insurance Policy insuring the life of Dr. Goldenberg and requiring the payment of annual premium amounts of $343,732 (paid through 11/20/02), as set forth on Schedule A attached to this Agreement ("Universal Life Policy"); and

WHEREAS, Immunomedics desires to reward Dr. Goldenberg for his past years of service and for his rendering of future additional services by providing Dr. Goldenberg with severance insurance benefits and severance compensation in the event of the termination of Dr. Goldenberg's employment with the Corporation, including as a consequence of a Change of Control of the Corporation, his Disability or otherwise.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth, the parties hereby agree as follows:

1. DEFINITIONS.

A. Change of Control. For the purposes of this Agreement, the term "Change of Control" shall mean the occurrence of any of the following events:

(i) Immunomedics is merged or consolidated with another corporation, or business entity, and as a result of such merger or consolidation, less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting corporation or business entity are owned or controlled by the present stockholders of Immunomedics.

(ii) Immunomedics sells all or substantially all of its assets to another corporation or business entity, which is not owned and controlled by the present stockholders of Immunomedics, is not a wholly-owned subsidiary of Immunomedics, or is not an affiliated business entity controlled by Immunomedics.

(iii) There is an acquisition of more than fifty percent (50%) of the outstanding voting securities of Immunomedics (whether directly, indirectly, beneficially, or of record) pursuant to any sale transaction or combination of sale transactions to any unrelated third party, excluding present stockholders and employees of Immunomedics.

B. Disability. For the purposes of this Agreement, the term "Disability" shall mean an illness, injury or other physical or mental condition of Dr. Goldenberg for a period of one hundred eighty (180) consecutive days, or for a period aggregating one hundred eighty (180) days during any two hundred seventy (270) day period from the commencement of such condition, which results in Dr. Goldenberg's inability to perform during such period substantially all of the duties he performed in his capacity as director, officer and employee of Immunomedics and to the extent he was performing such duties immediately prior to the commencement of such condition, as determined under the group disability income insurance policy maintained by Immunomedics for Dr. Goldenberg or, if there is no such group disability income insurance policy, then as provided under the employment agreement between Dr. Goldenberg and Immunomedics.

C. Purchaser. For the purposes of this Agreement, the term "Purchaser" shall mean the purchaser through a sale, merger, or other transfer of more than fifty percent (50%) of the outstanding voting securities of Immunomedics or all or substantially all of the assets of Immunomedics pursuant to a Change of Control.

2. TRANSFER OF LIFE INSURANCE POLICY.

A. Purchase of Policy. Immunomedics or the Purchaser, as applicable, shall transfer ownership to DMG Partnership and DMG Partnership shall purchase the Universal Life Policy as of the date of the termination of the employment of Dr. Goldenberg with Immunomedics or the Purchaser, as applicable, in the event of: (i) a Change of Control within six (6) years of the date of this Agreement; (ii) the Disability of Dr. Goldenberg within six (6) years of the date of this Agreement; or (iii) for any other reason whatsoever, including a voluntary or involuntary termination of employment, but other than as a consequence of a Change of Control or the Disability or the death of Dr. Goldenberg, occurring as, of, or at any time after three
(3) years of the date of this Agreement.

B. Purchase Price. The purchase price for the transfer and purchase of the Universal Life Policy by DMG Partnership shall be equal to the lesser of (i) the total dollar amount which Immunomedics and the Purchaser, as applicable, have paid in premium costs on the Universal Life Policy as of the date of Dr. Goldenberg's termination of employment, less any Universal Life Policy indebtedness to the insurer or indebtedness secured by the cash surrender value of the Universal Life Policy; or (ii) the cash surrender value of the Universal Life Policy as of the date of Dr. Goldenberg's termination of employment, less any Universal Life Policy indebtedness to the insurer or indebtedness secured by the cash surrender value of the Universal Life Policy ("Life Insurance Purchase Price").

C. Payment of Purchase Price and Transfer of Policy. The Life Insurance Purchase Price shall be paid in cash or by certified check by DMG Partnership to Immunomedics or the Purchaser, as applicable, as of the date of the termination of the employment of Dr. Goldenberg with Immunomedics or the Purchaser, as applicable. Upon Immunomedics' or the Purchaser's, as applicable, receipt of the Life Insurance Purchase Price, Immunomedics or the Purchaser, as applicable, shall simultaneously execute and deliver Changes of Ownership and Beneficiary Designation naming DMG Partnership as the owner and beneficiary of the Universal Life Policy, together with any other documentation necessary to transfer full and complete ownership of the Universal Life Policy, to DMG Partnership.

3. SEVERANCE COMPENSATION.

A. Termination of Employment. Dr. Goldenberg shall be paid severance compensation by Immunomedics or the Purchaser, as applicable, as provided under Sections 3B (Change of Control and Disability) and 3C (Voluntary or Involuntary Termination After Three Years) of this Agreement in addition to and notwithstanding any deferred compensation, severance compensation and other payments and benefits payable to Dr. Goldenberg by Immunomedics or the Purchaser, as applicable, pursuant to his employment agreement or under any other agreement as a consequence of the termination of Dr. Goldenberg's employment with Immunomedics or the Purchaser, as applicable. It is understood and agreed, however, that in the event of the termination of the employment of Dr. Goldenberg with Immunomedics within three (3) years of the date of this Agreement for any reason whatsoever, including a voluntary or involuntary termination of employment, but other than as a consequence of a Change of Control or the Disability of Dr. Goldenberg, no severance compensation shall be payable by Immunomedics to Dr. Goldenberg under this Agreement.

B. Change of Control and Disability. In the event of a Change of Control within six (6) years of the date of this Agreement or the Disability of Dr. Goldenberg within six (6) years of the date of this Agreement resulting in the termination of the employment of Dr. Goldenberg with Immunomedics, or the Purchaser, as applicable, severance compensation shall be paid by Immunomedics or the Purchaser, as applicable, to Dr. Goldenberg in cash or by certified check equal to the entire Life Insurance Purchase Price immediately upon the receipt by Immunomedics or the Purchaser, as applicable, of the Life Insurance Purchase Price from the DMG Partnership as provided in Section 2.

C. Voluntary or Involuntary Termination After Three Years. In the event of the termination of the employment of Dr. Goldenberg with Immunomedics for any reason whatsoever, including a voluntary or involuntary termination of employment, but other than as a consequence of a Change of Control or the Disability or death of Dr. Goldenberg, occurring as, of, or at anytime after three (3) years of the date of this Agreement, severance compensation shall be paid by Immunomedics to Dr. Goldenberg in cash or certified check equal to part or all of the Life Insurance Purchase Price immediately upon the receipt by Immunomedics of the Life Insurance Purchase Price from DMG Partnership, as follows:

(i) Fifty percent (50%) of the Life Insurance Purchase Price upon the termination of the employment of Dr. Goldenberg as of the three
(3) year anniversary date of this Agreement, together with and as increased by an additional pro rata amount of the remaining fifty percent (50%) balance of the Life Insurance Purchase Price for each additional entire one (1) month period after the three (3) year anniversary date of this Agreement that the employment of Dr. Goldenberg continues with Immunomedics until the six (6) year anniversary date and thereafter of this Agreement, at which time the severance compensation paid by Immunomedics to Dr. Goldenberg shall be equal to the entire amount of the Life Insurance Purchase Price.

4. POLICY RESTRICTIONS.

Immunomedics shall not sell, assign, transfer, pledge, encumber, surrender, cancel, change the ownership or beneficiary designation provision, nor change the dividend election option of the Universal Life Policy. Notwithstanding anything else to the contrary in this Agreement, Immunomedics shall be allowed to borrow against the cash surrender value of the Universal Life Policy.

5. AMENDMENT OF AGREEMENT.

This Agreement may not be amended, altered or modified, except by a written instrument signed by the parties hereto, or their respective successors or assigns, and may not be otherwise terminated except as provided herein; provided, however, that Dr. Goldenberg may at any time substitute any other person, entity or trust as the purchaser of the Universal Life Policy under this Agreement in place of DMG Partnership or otherwise change part or all of DMG Partnership's rights as set forth in
Section 6 to purchase the Universal Life Policy under this Agreement.

6. ASSIGNMENT OF PURCHASE RIGHTS.

Notwithstanding anything to the contrary in this Agreement, Dr. Goldenberg shall have the right at anytime to change part or all of DMG Partnership's rights to purchase the Universal Life Policy under this Agreement and assign such rights to any person, entity or trust by execution of a written assignment delivered to Immunomedics and DMG Partnership.

7. ENTIRE AGREEMENT.

This Agreement represents the entire Agreement between the parties with respect to all matters addressed herein, and all prior Agreements between the parties, whether oral or written, with respect to the matters addressed herein, shall be null and void.

8. BINDING AGREEMENT.

This Agreement shall be binding upon the inure to the benefit of Immunomedics, or the Purchaser, as applicable, and their successors and assigns, Dr. Goldenberg and his respective heirs, executors, administrators and assigns and DMG Partnership and its successor and assigns. It is specifically understood and agreed that in the event of a Change of Control, the Purchaser shall be deemed to automatically assume, without any assignment or further writing, all of the rights and obligations of Immunomedics under this Agreement.

9. NOTICE.

Any notice, consent or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party's address as set forth herein, unless such party notifies the other party of a different address. The date of such mailing shall be deemed the date such notice, consent or demand was given.

10. GOVERNING LAW.

This Agreement, and the rights of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New Jersey.

11. COUNTERPARTS.

This Agreement may be executed in counterparts, each of whom shall be deemed to be an original, but all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written.

ATTEST:                      IMMUNOMEDICS, INC.

/s/ Patricia Merwin          By:  /s/ CYNTHIA L. SULLIVAN
-----------------------         ------------------------------------------------
                                  CYNTHIA L. SULLIVAN, President

WITNESS:                     EMPLOYEE:


/s/ Patricia Merwin               /s/DR. DAVID M. GOLDENBERG
-----------------------         ------------------------------------------------
                                  DR. DAVID M. GOLDENBERG

                             DMG ASSOCIATES, L.P.
                             By: DMG Associates, I, L.L.C., General Partner

/s/ Barbara West             By:  /s/ EVA J. GOLDENBERG
-----------------------         ------------------------------------------------
                                  EVA J. GOLDENBERG, Member

/s/ Brett Orlove             By:  /s/ DEBORAH S. ORLOVE
-----------------------         ------------------------------------------------
                                  DEBORAH S. ORLOVE, Member

/s/ Brett Orlove             By:  /s/ NEIL A. GOLDENBERG
-----------------------         ------------------------------------------------
                                  NEIL A. GOLDENBERG, Member

                             By:  Trust Under Agreement Dated
                                  April 23, 1993 for the Benefit
                                  of Denis C. Goldenberg, Member

/s/ CYNTHIA L. SULLIVAN              By:  /s/ EVA J. GOLDENBERG
-----------------------                 ---------------------------------------
                                          EVA J. GOLDENBERG, Trustee

/s/ Brett Orlove                     By:  /s/ DEBORAH S. ORLOVE
-----------------------                  ---------------------------------------
                                          DEBORAH   S. ORLOVE, Trustee

                             By:  Trust Under Agreement Dated
                                  August 4, 1998, for the Benefit
                                  of  Lee R. Goldenberg, Member

/s/ Brett Orlove                     By:  /s/ DEBORAH S. ORLOVE
-----------------------                  ---------------------------------------
                                          DEBORAH S. ORLOVE, Trustee

SEVERANCE AGREEMENT

SCHEDULE A

UNIVERSAL LIFE INSURANCE POLICY

Insurance Policy Death Annual Owner/ Company Number Benefit Premium Insured Beneficiary

General 6217682 $10 Million $343,732 David M. Goldenberg Immunomedics, Inc. American

CONTRIBUTION AND ASSIGNMENT AGREEMENT

between

IBC Pharmaceuticals, LLC,

and

IBC Pharmaceuticals, Inc.

Dated as of June 30, 2002

CONTRIBUTION AND ASSIGNMENT AGREEMENT

This Contribution and Assignment Agreement (this "Agreement") is entered into as of the 30th day of June, 2002 by and between IBC Pharmaceuticals, LLC, a Delaware limited liability company ("IBC") and IBC Pharmaceuticals, Inc., a Delaware corporation ("Newco").

WHEREAS, IBC is in the business of research, development and commercialization of therapeutic drugs that target cancer;

WHEREAS, IBC desires to transfer all of the tangible and intangible assets of, and the business conducted by, IBC (collectively, the "Business") for the consideration set forth below and the assumption of all of IBC's liabilities; and

WHEREAS, Newco desires to acquire the Business.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I
CONTRIBUTION OF ASSETS

SECTION 1.1 Delivery of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 1.5) IBC shall contribute to Newco, subject to all claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances and restrictions whatsoever (collectively, "Claims"), all of the assets, properties and rights owned by IBC or in which IBC has any right or interest of every type and description, real, personal and mixed, tangible and intangible, and all other assets, properties and rights of every kind and nature owned by IBC, whether or not specifically referred to in this Agreement (collectively, the "Transferred Assets"), all with the intention that the Business shall be transferred to Newco as a going concern.

IBC shall effect the transfer of the Transferred Assets to Newco pursuant to an Assignment Agreement (the "Assignment Agreement") in substantially the form of Exhibit A attached hereto, and Newco shall assume all liabilities of IBC pursuant to an Instrument of Assumption (the "Instrument of Assumption") in substantially the form of Exhibit B attached hereto.

SECTION 1.2 Consideration. In consideration of the Transferred Assets, at the Closing Newco shall deliver to IBC the following: (i) 5,599,705 shares of Newco Series A Convertible Preferred Stock, $0.01 par value per share (the "Series A Shares"); and (ii) 643,701 shares of Newco Series B Convertible Preferred Stock, $0.01 par value per share (the "Series B Shares" and together with the Series A Shares, the "Shares").

SECTION 1.3 Further Assurances. At any time and from time to time after the Closing Date, upon the request of Newco and without further consideration, IBC shall execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to effectuate the assignment, transfer and conveyance of and confirm Newco's title to or interest in the Transferred Assets and the Business to Newco.

SECTION 1.4 Assumption of Liabilities. Newco shall assume all of the obligations and liabilities of IBC (the "Assumed Liabilities") in connection with the transfer of the Transferred Assets, including all obligations and liabilities on account of the operation of the Business prior to, on and after the Closing Date.

SECTION 1.5 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts at 10 o'clock a.m., on June 30, 2002, or such other location, date and time as may be agreed upon by the parties (such date and time being called the "Closing Date"). At the Closing:

A. IBC shall deliver or cause to be delivered to Newco the following:

(i) the Assignment Agreement; and

(ii) all of the books, data, documents, instruments and other records relating to the Business, including, without limitation, the original licenses, patents, patent applications, trademark registrations, permits and all laboratory notebooks and other notes and records relating to IBC's intellectual property.

B. Newco shall deliver or cause to be delivered to IBC the following:

(i) the Shares; and

(ii) the Instrument of Assumption.

C. The parties shall deliver such further documents, resolutions, certificates and instruments as any party or its counsel reasonably requests to facilitate the consummation of the transactions contemplated hereby, including, but not limited to, any documents required to be filed with the United States Patent and Trademark Office.

SECTION 1.6 Tax Consequences. For federal income tax purposes, the parties intend that the transactions contemplated by this Agreement be treated as a tax-free reorganization under Section 351 of the Internal Revenue Code of 1986, as amended.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF IBC

As an inducement to Newco to enter into this Agreement and to consummate the transactions contemplated hereby, IBC hereby represents and warrants to Newco as follows:

SECTION 2.1 Organization and Qualification. IBC is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly licensed or qualified to transact business as a foreign company and is in good standing in each jurisdiction in which the nature of the Business or the character of the properties owned or leased by IBC requires such licensing or qualification.

SECTION 2.2 Corporate Power and Authority. IBC has the corporate power and authority to own and hold its properties and to carry on its business. IBC has the corporate power and authority to execute, deliver and perform this Agreement and the other documents and instruments contemplated hereby. The execution, delivery and performance of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by IBC, and no other corporate action is necessary for the authorization, execution, delivery and performance by IBC of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement, and each of the other agreements, documents and instruments to be executed and delivered by IBC have been duly executed and delivered by, and constitute the legal, valid and binding obligation of, IBC enforceable against IBC in accordance with their terms.

SECTION 2.3 Validity, Etc. Neither the execution and delivery of this Agreement and the other documents and instruments contemplated hereby, the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement and such other agreements in compliance with the terms and conditions hereof and thereof will (i) violate, conflict with or result in any breach of any agreement, certificate of formation, bylaw, judgment, decree, order, statute or regulation applicable to IBC, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, (iii) violate, conflict with or result in a breach, default or termination or give rise to any right of termination, cancellation or acceleration of the maturity of any payment date of any of the obligations of IBC or increase or otherwise affect the obligations of IBC under any law, rule, regulation or any judgment, decree, order, governmental permit, license or order or any of the terms, conditions or provisions of any mortgage, indenture, note, license, agreement or other instrument or obligation related to IBC or to IBC's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to Newco, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to IBC or (v) result in the creation of any Claim upon the Transferred Assets.

SECTION 2.4 Books and Records. IBC has made available to Newco all of the books and records of IBC, including without limitation, all the financial statements of IBC (the "Financial Statements"). IBC has no liabilities or

obligations of any nature (whether absolute, accrued, fixed, contingent or otherwise), and there is no existing fact, condition, or circumstance which could reasonably be expected to result in such liabilities or obligations, except as set forth in the Financial Statements. Since December 31, 2001, none of the business, prospects, financial condition, operations, property or affairs of IBC has been materially adversely affected by any occurrence or development, individually or in the aggregate, whether or not insured against.

SECTION 2.5 Complete Assets. The Transferred Assets include all the assets needed to conduct the Business in the manner in which the Business is currently being conducted.

SECTION 2.6 Litigation. Except as would not materially adversely affect, individually or in the aggregate, its businesses, operations, properties, assets or condition (financial or otherwise), there is no (a) action, suit, claim, proceeding or investigation pending or, to the best of IBC's knowledge, threatened against or affecting IBC (whether or not IBC is a party or prospective party thereto), at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) arbitration proceeding relating to IBC or (c) governmental inquiry pending or threatened against or involving IBC, and there is no basis for any of the foregoing.

SECTION 2.7 Compliance with Law. IBC has complied in all material respects with and is not in default under, all laws, ordinances, legal requirements, rules, regulations and orders applicable to it, its operations, properties, assets, products and services. There is no existing law, rule, regulation or order, and IBC is not aware of any proposed law, rule, regulation or order, whether federal or state, which would prohibit or materially restrict Newco from, or otherwise materially adversely affect Newco in, conducting the Business in any jurisdiction in which such business is now conducted.

SECTION 2.8 Licenses and Permits. IBC has all the licenses, permits, pending applications, consents, approvals and authorizations of or from any public or governmental agency, used in or otherwise necessary in the conduct of the Business, (collectively, the "Permits") each of which will be duly and validly transferred to Newco. IBC has complied with all conditions and requirements imposed by the Permits and IBC has not received any notice of, and has no reason to believe, that any appropriate authority intends to cancel or terminate any of the Permits or that valid grounds for such cancellation or termination exist. IBC owns or has the right to use the Permits in accordance with the terms thereof without any conflict or alleged conflict or infringement with the rights of others and subject to no Claim, and each Permit is valid and in full force and effect, and will not be terminated or adversely affected by the transactions contemplated hereby.

SECTION 2.9 Insurance. IBC is adequately insured with responsible insurers in respect of its properties, assets and businesses against risks normally insured against by companies in similar lines of business under similar circumstances.

SECTION 2.10 Outstanding Commitments. IBC has made available to Newco true, correct and complete copies of all of existing contracts, agreements, commitments, licenses and franchises (the "Agreements"), whether written or oral, relating to IBC. IBC has paid in full all amounts due as of the date

hereof under each Agreement. All of the Agreements are in full force and effect. IBC and each other party thereto have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Agreement.

SECTION 2.11 Intellectual Property. IBC owns or possesses adequate licenses or other enforceable rights to use all intellectual property (the "Intellectual Property") necessary or desirable to conduct the Business as conducted and as proposed to be conducted and all such rights will be duly and validly transferred to Newco pursuant to the terms of this Agreement. None of the Intellectual Property is involved in any interference or opposition proceeding, and there has been no written notice received by IBC or any of its affiliates or any other indication that any such proceeding will hereafter be commenced. IBC and its affiliates have used all reasonable efforts to protect their Intellectual Property against infringement by others and to preserve their trade secrets and confidential or proprietary information. IBC does not have any basis for provoking or initiating an interference or opposition proceeding with respect to any Intellectual Property held or used by others, and does not have any basis for believing that any of the Intellectual Property is being infringed by others. All of the Intellectual Property rights of IBC, licenses, and other contracts and agreements with respect thereto, to which IBC is a party, are legally valid and binding and in full force and effect.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF NEWCO

Newco represents and warrants to IBC as follows:

SECTION 3.1 Organization. Newco is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse impact on Newco's ability to acquire the Transferred Assets.

SECTION 3.2 Newco Power and Authority. Newco has the corporate power and authority to execute, deliver and perform this Agreement and the other documents and instruments contemplated hereby. The execution, delivery and performance of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by Newco, and no other corporate action is necessary for the authorization, execution, delivery and performance by Newco of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby This Agreement, and each of the other agreements, documents and instruments to be executed and delivered by Newco have been duly executed and delivered by, and constitute the valid and binding obligation of Newco enforceable against Newco in accordance with their terms.

SECTION 3.3 Validity, Etc. Neither the execution and delivery of this Agreement and the other documents and instruments contemplated hereby, the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement and such other agreements in compliance with the terms and conditions hereof and thereof will (i) conflict with or result in any breach of any trust agreement, certificate of incorporation, bylaw, judgment, decree, order, statute or regulation applicable to Newco (ii) require any

consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (iii) result in a breach of or default (or give rise to any right of termination, cancellation or acceleration) under any law, rule or regulation or any judgment, decree, order, governmental permit, license or order or any of the terms, conditions or provisions of any mortgage, indenture, note, license, agreement or other instrument to which Newco is a party or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Newco.

SECTION 3.4 Capitalization. The authorized capital stock of Newco (immediately prior to the Closing) consists of (i) 15,000,000 shares of Common Stock, par value $0.01 per share, none of which are outstanding, (ii) 5,599,705 shares of Series A Convertible Preferred Stock, par value $0.01 per share, none of which are outstanding, (iii) 643,701 shares of Series B Convertible Preferred Stock, par value $0.01 per share, none of which are outstanding, (iv) 1,399,926 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), all of which are issued and outstanding, and (v) 2,356,668 shares of undesignated Preferred Stock. All of the issued and outstanding shares of Series C Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable. All of such shares of Series C Preferred Stock were issued in full compliance with all federal, state and local rules, laws and regulations. As of the Closing Date, there are no outstanding subscriptions, options, warrants, rights, calls or convertible securities, or other commitments of any nature relating to shares of the capital stock of Newco. As of the date hereof, Newco has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof.

SECTION 3.5 Operations of Newco. Newco was formed for the purpose of assuming the Business as contemplated by this Agreement. As of the date hereof, Newco has engaged in no business other than as contemplated by this Agreement.

ARTICLE IV
MISCELLANEOUS

SECTION 4.1 Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party's address set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand,
(ii) made by telex, telecopy or facsimile transmission, (iii) sent by recognized overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid.

If to Newco:

IBC Pharmaceuticals, Inc.
300 American Road
Morris Plains, NJ 07950
Attn: Cynthia L. Sullivan, President

With a copy to:

Joseph E. Mullaney III, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111

If to IBC:

IBC Pharmaceuticals, LLC
300 American Road
Morris Plains, NJ 07950
Attn: David M. Goldenberg, Manager

With a copy to:

Jeff Spindler, Esq.
Olsham, Grundman, Frome, Rosenweig & Wolosky LLP 505 Park Avenue
New York, NY 10022

All notices, requests, consents and other communications hereunder shall be deemed to have been delivered (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above,
(ii) if made by telex, telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise,
(iii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

SECTION 4.2 Entire Agreement. This Agreement together with the Exhibits hereto and the other documents executed in connection herewith (together, the "Documents") embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Documents shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

SECTION 4.3 Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto.

SECTION 4.4 Waivers and Consents. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of the party.

SECTION 4.5 Assignment. Neither this Agreement, nor any right hereunder, may be assigned by either party hereto without the prior written consent of the other party, except that Newco may assign all or part of its rights and obligations under this Agreement to one or more direct or indirect subsidiaries or affiliates.

SECTION 4.6 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Nothing in this Agreement shall be construed to create any rights or obligations except between the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.

SECTION 4.7 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the internal laws of the State of Delaware, without giving effect to the conflict of law principles thereof.

SECTION 4.8 Severability. In the event that any court of competent jurisdiction shall finally determine that any provision, or any portion thereof, contained in this Agreement shall be void or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court determines it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall determine any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.

SECTION 4.9 Counterparts. This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, IBC and Newco have executed this Agreement as of the day and year first above written.

IBC PHARMACEUTICALS, LLC

By:   /s/ David M. Goldenberg
      -----------------------
Name:  David M. Goldenberg
Title:  Chairman

IBC PHARMACEUTICALS, INC.

By:  /s/ Cynthia L. Sullivan
     -----------------------
Name:  Cynthia L. Sullivan
Title:  President

Exhibit A

ASSIGNMENT AGREEMENT

ASSIGNMENT AGREEMENT, dated as of June 30, 2002, is executed and delivered by IBC Pharmaceuticals, LLC, a Delaware limited liability company ("IBC"), in favor of IBC Pharmaceuticals, Inc. a Delaware corporation ("Newco"), pursuant to that certain Contribution and Assignment Agreement by and between IBC and Newco, dated as of June 30, 2002 (the "Contribution Agreement"). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Contribution Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IBC hereby assigns to Newco and its successors and assigns, to have and to hold forever, and Newco hereby accepts from IBC, all of IBC's right, title and interest in, to and under the Transferred Assets, wherever located, including but not limited to the Transferred Assets set forth on Schedule A hereto.

IBC hereby covenants with and represents and warrants to Newco that IBC has all right, title, and interest in, to and under the Transferred Assets, and that IBC has the legal right to assign the Transferred Assets as provided in this Assignment Agreement.

This Assignment Agreement evidences the consummation of the contribution by IBC to Newco of the Transferred Assets contemplated by the Contribution Agreement. IBC, by its execution of this Assignment Agreement, and Newco, by its acceptance of this Assignment Agreement, each hereby acknowledges and agrees that neither the representations and warranties nor the rights and remedies of any party under the Contribution Agreement shall be deemed to be enlarged, modified or altered in any way by this Assignment Agreement. In the event of any inconsistencies or ambiguities between this Assignment Agreement and the Contribution Agreement, the terms of the Contribution Agreement shall govern.

IBC hereby covenants and agrees that it will, at the request of Newco, execute and deliver such other documents and instruments, in addition to those specifically required by the provisions of the Contribution Agreement, in form and substance reasonably satisfactory to Newco, as may be necessary or desirable to evidence the conveyance of title to the Transferred Assets to Newco made hereby.

This Assignment Agreement shall inure to the benefit of Newco and its successors and assigns, and shall be binding upon and enforceable against IBC and its respective successors and assigns. This Assignment Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflict of law principles thereof.

This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one and the same agreement.

IN WITNESS WHEREOF, the undersigned have executed this Assignment Agreement under seal as of the date first written above.

IBC PHARMACEUTICALS, LLC

By:________________________
Name:
Title:

IBC PHARMACEUTICALS, INC.

By:________________________
Name:
Title:

Schedule A

All of the assets, properties and rights owned by IBC or in which IBC has any right or interest of every type and description, real, personal and mixed, tangible and intangible, including, without limitation, software (including, without limitation, source codes, object codes and documentation), licenses thereto, research and development files, operating data, business agreements, property, equipment, inventory, all cash on hand and in banks (including all uncollected items), prepaid expenses and advance payments, tax refunds and tax credits, notes and accounts receivable and all other sums due IBC, goodwill, supplier and customer lists, patents, trademarks, trade names, service marks, licenses and permits, pending applications for patents, trademarks, trade names and licenses, processes, know-how, show-how, trade secrets, computers and computer equipment, computer programs, all books of account, files and other records, systems and processes, contracts, arrangements and understandings, oral and written, formal and informal, for work to be performed and/or services to be provided, real estate and interests therein, security deposits, buildings, leasehold and other improvements, machines, machinery, warehouse equipment, furniture, fixtures, vehicles, supplies, all rights and claims under insurance policies and other contracts of whatever nature, all causes of action, judgments, claims and demands of every nature and all other rights in funds of whatever nature, and all other assets, properties and rights of every kind and nature owned by IBC.

Exhibit B

INSTRUMENT OF ASSUMPTION

INSTRUMENT OF ASSUMPTION (the "Instrument of Assumption"), dated as of June 30, 2002, by IBC Pharmaceuticals, Inc., a Delaware corporation ("Newco"), pursuant to that certain Contribution and Assignment Agreement (the "Contribution Agreement"), dated as of June 30, 2002, by and between IBC Pharmaceuticals, LLC, a Delaware limited liability company ("IBC") and Newco. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Contribution Agreement.

In consideration of the contribution to Newco of the Transferred Assets and pursuant to Section 1.4 of the Contribution Agreement, Newco hereby agrees as follows:

1. Newco assumes and agrees to pay, discharge and perform, as and when the same shall become due, all of the Assumed Liabilities.

2. This Instrument of Assumption shall be binding upon Newco and its successors and assigns and shall inure to the benefit of IBC and its successors and assigns.

IN WITNESS WHEREOF, the undersigned has caused this Instrument of Assumption to be executed as of the date set forth above.

IBC PHARMACEUTICALS, INC.

By:________________________
Name:
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