IMMUNOMEDICS INC (Form: 10-K/A, Received: 09/18/2017 16:49:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark one)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2017.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number : 0-12104

IMMUNOMEDICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		61-1009366
(State of incorporation)		(I.R.S. Employer Identification No.)

300 The American Road, Morris Plains, New Jersey		07950
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 605-8200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, $0.01 par value		NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§299.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the registrant’s common stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of December 31, 2016 was $388,989,000. The number of shares of the registrant’s common stock outstanding as of August 31, 2017 was 134,485,188.

Documents Incorporated by Reference:

None.

In this Form 10-K/A, we use the words “Immunomedics, Inc.” to refer to Immunomedics, Inc., a Delaware corporation, and we use the words “Company,” “Immunomedics,” “Immunomedics, Inc.,” “we,” “us” and “our” to refer to Immunomedics, Inc. and its subsidiaries.

EXPLANATORY NOTE

In its Annual Report on Form 10-K for the year ended June 30, 2017, filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2017 (the “Original Filing”), Immunomedics, Inc. provided certain information required by Items 10 through 14 of Part III of the Original Filing by incorporating by reference portions of the definitive proxy statement for the Company’s 2017 Annual Meeting of Stockholders, pursuant to General Instruction G of Form 10-K. The Company is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to timely provide such Part III information and to amend the section of the cover page captioned “Documents Incorporated by Reference” to read “None”. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Rule 12b-15”), the cover page, Part III and Part IV of the Original Filing have been amended and restated in their entirety.

This Amendment No. 1 also amends the Original Filing to re-file Exhibit 10.1 in response to comments received by the SEC regarding a request for confidential treatment of certain portions of such exhibit, which was originally filed as an exhibit to the Original Filing.

Except as otherwise noted, information included in this Amendment No. 1 is stated as of June 30, 2017 and does not reflect any subsequent information or events.

As required by Rule 12b-15, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 1.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance


Dr. Behzad Aghazadeh		Principal occupation: Managing Partner and Portfolio Manager, venBio Select Advisor, LLC, a SEC registered investment manager, since 2011. Chairman of the Board of Directors, Immunomedics, Inc., since April 2017.

Age: 46		Prior business experience:

Director: Since March 2017		· Partner and Senior Analyst at Sio Capital Management from 2009 to 2011.

Executive Committee		· Vice President and Senior Analyst at Bernstein Value Equities from 2006 to 2009.

		· From 2000 to 2006, Dr. Aghazadeh was in the healthcare practice of Booz Allen (now a unit of PricewaterhouseCoopers), where he led major strategic and operational initiatives for pharmaceutical and biotechnology clients.

Scott Canute		Principal occupation: Principal and Founder of Magis Consulting, LLC, since July 2012.

Age: 57		Prior business experience:

Director: Since March 2017		· President of Global Manufacturing and Corporate Operations of Genzyme from 2010 until 2011.
Executive Committee
Audit Committee Compensation Committee (Chair)		· President, Global Manufacturing Operations of Eli Lilly and Company from 2004 to 2007.
Governance and Nominating Committee Research & Development Committee		Public company directorships: Mr. Canute has served on the Boards of Directors of Akebia Therapeutics since August 2016, Proteon Therapeutics since July 2015, Flexion Therapeutics since March 2015, and Oncobiologics Inc. since October 2011. He previously served as a Technology Advisory Board Member of Moderna Therapeutics from August 2013 to January 2016. Mr. Canute also served on the Boards of Directors of Allocure, Inc. from October 2012 to October 2014 and Inspiration Biopharmaceuticals, Inc. from September 2012 to September 2013.

Dr. David M. Goldenberg		Principal occupation: Chief Scientific Officer and Chief Patent Officer, Immunomedics, Inc.

Age: 79		Prior business experience:

Director : Since 1982		· Founded Immunomedics, Inc. in 1982.

Research & Development Committee		· Served as Chairman of the Board of Directors of Immunomedics, Inc. from 1982 to 2017.

		· Chief Executive Officer from July 1982 through July 1992; February 1994 through May 1998; and July 1999 through March 2001.

		· Chief Strategic Officer from July 2003 through June 2007.

		· Chief Scientific Officer from March 2001 through June 2003 and from July 2007 to present.

		· Chief Medical Officer from July 2007 to December 2014.

		· Chief Patent Officer from August 2015 to present.

		· Served as the President and Trustee of the Center for Molecular Medicine and Immunology, an independent, non-profit research center from September 1983 to June 2015.

		· Served as the President and Chief Executive Officer of the Garden State Cancer Center, a subsidiary of the Center for Molecular Medicine and Immunology, and a Trustee of the Garden State Cancer Center Foundation from July 1990 to June 2015.

Peter Barton Hutt		Principal occupation: Senior Counsel of Covington & Burling, LLP, since 1975.

Age: 82		Prior business experience:

Director: Since March 2017		· Chief Counsel for the Food and Drug Administration from 1971 to 1975.

Executive Committee Compensation Committee Governance and Nominating Committee (Chair)		Public company directorships: Mr. Hutt has served on the Boards of Directors of Flex Pharma, Inc. since 2014; Suneva Medical, Inc. since 2014; Seres Therapeutics, Inc. since 2013; Moderna Therapeutics, Inc. since 2012; Selecta Biosciences, Inc. since 2010; DNIB Unwind, Inc. since 2008; Concert Pharmaceuticals, Inc. since 2007; Living Proof, Inc. since 2007; Xoma Corporation since 2005; and Q Therapeutics, Inc. since 2002. He previously served on the Boards of Directors of DBV Technologies S.A. from 2009 to 2015; NanoMedical Systems, Inc. from 2007 to 2015; Pervasis Therapeutics, Inc. from 2004 to 2012; Ista Pharmaceuticals, Inc. from 2002 to 2012; and Momenta Pharmaceuticals, Inc. from 2001 to 2014.

Dr. Khalid Islam		Principal occupation: Managing Director of Life Sciences Management GmbH, since 2014; Co-Founder and Partner of Sirius Healthcare Partners GmbH, a Swiss life sciences company, in 2009; Founder of PrevABR LLC, an American clinical-stage therapeutics company, in 2010.

Age: 61		Prior business experience:

Director: Since March 2017		· Chairman and Chief Executive Officer of Gentium S.p.A., from 2009 until 2014.

Executive Committee (Chair)		· Advisor to Kurma Biofund (Paris), a venture group.
Audit Committee (Chair)
Compensation Committee		· President and Chief Executive Officer of Arpida AG.
Governance and Nominating Committee
Research & Development Committee (Chair)		Public company directorships: Dr. Islam has served as Chairman of the Boards of Directors of Minoryx Therapeutics since 2016 and Fennec Pharma, Inc. since 2014. He is a member of the Boards of Directors of Oxthera AB since 2014 and Karolinska Development since 2015. Dr. Islam previously served as Chairman of the Boards of Directors of PCovery Aps from 2011 to 2015 and C10 Pharma A/S from 2010 to 2014, and was a member of the Board of Directors of Molmed SpA from 2014 to 2016.

Brian A. Markison		Principal occupation: Healthcare Industry Executive at Avista Capital Partners, a leading private equity firm, since September 2012.

Age: 58		Prior business experience:

Director: Since 2004		· President and Chief Executive Officer of Fougera Pharmaceuticals Inc. from July 2011 to July 2012.
Executive Committee
Audit Committee		· President and Chief Executive Officer of King Pharmaceuticals, Inc. from 2004 to 2011.

		· President of the Oncology, Virology and Oncology Therapeutics Network Businesses of Bristol-Myers Squibb from 2002 until 2004.

		· From 1998 to 2001, Mr. Markison served variously as Senior Vice President, Neuroscience/Infectious Disease; President, Neuroscience/Infectious Disease/Dermatology; and Vice President, Operational Excellence and Productivity of Bristol-Myers Squibb.

		Public company directorships: Mr. Markison has served as Chairman of the Board of Directors for Lantheus Medical Imaging, Inc., a global leader in developing, manufacturing and distributing innovative diagnostic imaging agents, since 2012, and has served as Chairman of the Board of Directors of Rosetta Genomics, Ltd., a leading developer of microRNA-based molecular diagnostics, since April 2011. He has also been a member of the Board of Directors of Alere Inc., a global leader in enabling individuals to take charge of their health at home through the merger of rapid diagnostics and health information solutions, since 2013, and of PharmAthene, Inc., a biodefense company developing medical countermeasures against biological and chemical threats, since September 2011. From July 2011 to July 2012, Mr. Markison served on the Board of Directors of Fougera Pharmaceuticals, Inc., a company created from the acquisition of Nycomed A/S by Takeda Pharmaceuticals, (which was acquired by Novartis AG, effective July 23, 2012).

Cynthia L. Sullivan		Principal occupation: Former President and Chief Executive Officer, Immunomedics, Inc.

Age: 61		Prior business experience:

Director: Since 2001		· Joined Immunomedics, Inc. in 1985.

		· Served as President and Chief Executive Officer of Immunomedics from March 2001 to June 2017.

		· Previously served as President of Immunomedics, Inc. from December 2000 to March 2001; and as Executive Vice President and Chief Operating Officer from June 1999 to December 2000.

Director Experience, Qualifications, Attributes and Skills

We believe that the backgrounds and qualifications of our directors considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities. Our Board of Directors is composed of a diverse group of leaders in their respective fields. Many of the current directors have leadership experience at major domestic and international companies with operations inside and outside the United States, as well as experience serving on other companies’ boards, which provides an understanding of different business processes, challenges and strategies facing boards and other companies. Certain of our directors have experience as senior management of pharmaceutical and biotechnology companies which brings unique perspectives to the Board of Directors. Further, our directors also have other experience that makes them valuable members, such as prior experience with financing transactions or mergers and acquisitions that provides insight into issues faced by companies.

The following highlights the specific experiences, qualifications, attributes and skills of our individual directors that have led our Governance and Nominating Committee to conclude that these individuals should serve on our Board of Directors:

Dr. Behzad Aghazadeh , our Chairman of the Board of Directors, is a Managing Partner and Portfolio Manager of the venBio Select Fund. He brings more than 20 years of experience in the biopharmaceutical industry, including more than 10 years as an institutional investor and previously six years at Booz Allen as a general management consultant to senior executive teams in the healthcare sector.

Scott Canute , has more than 34 years of experience in the biopharmaceutical industry, having served as President, Global Manufacturing and Corporate Operations at Genzyme Corporation and previously as President of Global Manufacturing Operations at Eli Lilly and Company.

Dr. David M. Goldenberg , our founder, brings over 50 years of research and development experience in the fields of oncology and immunology. Dr. Goldenberg, a pioneer in the development of radiolabeled antibodies for various applications in the detection, diagnosis and therapy of cancer, has received numerous professional awards and recognition from scientific bodies in the United States and around the world.

Peter Barton Hutt , is a renowned expert in food and drug law and currently serves as Senior Counsel at Covington & Burling LLP. He began his law practice with the firm in 1960 and has remained at the firm with the exception of serving as Chief Counsel for the Food and Drug Administration from 1971 until 1975. He has been recognized by The Washingtonian magazine as one of Washington’s 50 best lawyers and one of the 40 best health care lawyers in the U.S. by the National Law Journal.

Dr. Khalid Islam , has over 29 years of experience in the pharmaceutical and biotechnology industry and currently serves as the Managing Director of Life Sciences Management GmbH. He also co-founded Sirius Healthcare Partners, a Swiss life sciences company, and PrevABR LLC, an American clinical-stage therapeutics company. Dr. Islam also previously served as Chairman and CEO of Gentium S.p.A., a Nasdaq-listed pharmaceutical company.

Brian A. Markison , is a Healthcare Industry Executive at Avista Capital Partners, a leading private equity firm. He brings extensive research and development, manufacturing and sales experience in the pharmaceuticals and life sciences industries, Previously, he served as President, Chief Executive Officer and a member of the Board of Directors of Fougera Pharmaceuticals Inc., and as President, Chief Executive Officer and Chairman of the Board of Director of King Pharmaceuticals, Inc. Mr. Markison also serves as the Chairman of the Board of Directors for Lantheus Medical Imaging Inc. and Rosetta Genomics, Ltd., and as a Director for Alere Inc. and PharmAthene, Inc.

Cynthia L. Sullivan, our former President and Chief Executive Officer, has over 25 years of biopharmaceutical research and development experience in the fields of oncology and immunology. Additionally, Ms. Sullivan brings extensive public company experience through her past director positions with Urigen Pharmaceuticals, Inc. and Digene

Corp. Ms. Sullivan currently serves as a member of Board of Trustees for the HealthCare Institute of New Jersey, a trade association for the research-based pharmaceutical and medical technology industry in New Jersey.

Executive Officers

The following table sets forth certain information regarding our executive officers. With the exception of Dr. Goldenberg, whose agreement is described in detail below, executive officers are at-will employees.

Name	Age	Position(s) with the Company
Dr. David M. Goldenberg	79	Chief Scientific Officer and Chief Patent Officer
Michael R. Garone	59	Principal Executive Officer, Vice President Finance and Chief Financial Officer

Dr. David M. Goldenberg founded Immunomedics in July 1982 and served as Chairman of our Board of Directors until April 2017. He currently serves as our Chief Scientific Officer and Chief Patent Officer, having been our Chief Medical Officer from July 2007 to December 2014, Chief Strategic Officer from July 2003 to July 2007. Dr. Goldenberg previously served as our Chief Executive Officer from July 1982 through July 1992, from February 1994 through May 1998 and from July 1999 through March 2001. Dr. Goldenberg is a graduate of the University of Chicago College and Division of Biological Sciences (B.S.), the University of Erlangen-Nuremberg (Germany) Faculty of Natural Sciences (Sc.D.), and the University of Heidelberg (Germany) School of Medicine (M.D.). He has written or co-authored approximately 1,800 journal articles, book chapters and abstracts on cancer research, detection and treatment, and has researched and written extensively in the area of radioimmunodetection and radioimmunotherapy using radiolabeled antibodies. Dr. Goldenberg was President and a Trustee of the Center for Molecular Medicine and Immunology (“CMMI”), an independent non-profit research center, and its clinical unit, the Garden State Cancer Center. In 1985 and again in 1992, Dr. Goldenberg received an “Outstanding Investigator Grant” award from the National Cancer Institute for his work in radioimmunodetection, and in 1986 he received the New Jersey Pride Award in Science and Technology. Dr. Goldenberg was honored as the ninth Herz Lecturer of the Tel Aviv University Faculty of Life Sciences. In addition, he received the 1991 Mayneord 3M Award and Lectureship of the British Institute of Radiology and in 2002, the Elis Bervin Lectureship and Medal from the Swedish Medical Society and the Swedish Oncology Society for his contributions to the development of radiolabeled monoclonal antibodies used in the imaging and treatment of cancer. The International Society for Oncodevelopmental Biology and Medicine named Dr. Goldenberg the co-recipient of the 1994 Abbott Award. In 2005, he received the Paul Aebersold Award from the Society of Nuclear Medicine and was named the Inventor of the Year by the Research and Development Council of New Jersey. Maryann Liebert Inc., publisher of Genetic Engineering News, nominated Dr. Goldenberg in 2006 for the Forbes Enterprise Award for outstanding achievements in the scientific community.

Michael R. Garone joined Immunomedics as Vice President, Finance and Chief Financial Officer in June 2016 and assumed the additional role of Principal Executive Officer in July 2017. Previously, from August 2007 through June 2016, he was the Chief Financial Officer of Emisphere Technologies, Inc., a commercial stage, specialty pharmaceutical company, where he also served as Corporate Secretary since October 2008 and as Interim Chief Executive Officer from February 2011 until September 2012. Before Emisphere, Mr. Garone served as Interim Chief Executive Officer and Chief Financial Officer of Astralis, Ltd. Prior to that, he served 20 years at AT&T, where he held several positions, including Chief Financial Officer of AT&T Alascom. Mr. Garone received an MBA from Columbia University and a BA in Mathematics from Colgate University.

Family Relationships

Dr. Goldenberg and Ms. Sullivan, a director of Immunomedics, are husband and wife. There are no other family relationships between directors, executive officers and other employees.

AUDIT COMMITTEE

Members in Fiscal 2017		Responsibilities		Meetings in Fiscal 2017
Dr. Islam, Mr. Canute, Dr. Cox, Mr. Forrester, Mr. Markison, Mr. Oliver, Ms. Paetzold & Mr. Stark		The Audit Committee, currently comprised of Dr. Islam (Chair), Mr. Canute and Mr. Markison, consists entirely of independent directors as defined by the listing standards of the NASDAQ Global Market. Its primary functions are to assist the Board of Directors in monitoring the integrity of our financial statements, our systems of internal control, and the appointment, independence and performance of our independent registered public accounting firm. The Audit Committee is responsible for pre-approving any engagements of our independent registered public accounting firm for non-audit services. The Audit Committee also reviews our risk management practices, strategic tax planning, preparation of quarterly and annual financial reports and our ethics and compliance processes. At each regularly-scheduled Audit Committee meeting, the Audit Committee members meet with Immunomedics’ independent registered public accounting firm without management present. As part of the regular quarterly Audit Committee meetings, representatives of management, the independent registered public accounting firm and the Audit Committee members meet to review the financial statements prior to the public release of earnings. The Board of Directors has determined that each current member and proposed member of the Audit Committee satisfies the independence standards for Audit Committee membership as set forth in Section 10A(m)(3) of the Exchange Act and the rules promulgated thereunder. In addition, the Board of Directors has determined that Dr. Islam satisfies the SEC’s criteria for an “audit committee financial expert.” Dr. Islam, Mr. Canute and Mr. Markison joined the Audit Committee after their election to the Board of Directors at the 2016 Annual Meeting of Stockholders on March 3, 2017 (the “2016 Annual Meeting of Stockholders”). Dr. Cox, Mr. Forrester and Mr. Oliver were appointed to the Audit Committee on January 8, 2017 and served until the 2016 Annual Meeting of Stockholders. Ms. Paetzold and Mr. Stark resigned from the Board of Directors and the Audit Committee on January 8, 2017. You may find a more detailed description of the functions of the Audit Committee in the Audit Committee charter which can be found on our website at www.immunomedics.com.		4

Business Ethics and Compliance

Our Board of Directors has a Company-wide ethics awareness program and an enhanced compliance program that has been communicated to all employees. We have adopted a code of ethics for our Chief Executive Officer and senior financial officers, which complies with Item 406(b) of SEC Regulation S-K and is available on our website at www.immunomedics.com. In addition, all of our directors, officers and employees must act ethically and in accordance with our Code of Business Conduct (the “Code of Business Conduct”). The Code of Business Conduct satisfies the definition of “code of ethics” under the rules and regulations of the SEC and the standards of the NASDAQ Global Market, and is also available on our website at www.immunomedics.com.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of the common stock and any other equity securities issued by us. Executive officers, directors and greater than 10% beneficial owners are required by the SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of copies of such reports furnished to us, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners have been complied with, except for the following: each of Dr. Goldenberg and Ms. Sullivan filed a Form 5 on August 14, 2017, each reporting 14 transactions which were not timely filed on Forms 4.

Item 11. Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis discusses the principles underlying our compensation policies and decisions and the principal elements of compensation paid to our executive officers during fiscal year 2017. Our former Chief Executive Officer (the “CEO”), our Chief Scientific Officer and Chief Patent Officer, and our Chief Financial Officer will be referred to as the “named executive officers” for purposes of this discussion.

Executive Summary

Our overarching compensation goal is to motivate, recruit and retain executive officers in a manner that promotes superior executive performance and successful financial results for us while aligning the interests of the executive officers with the long-term interests of our stockholders. We believe this is accomplished through the following principles and processes that we follow in establishing executive compensation:

· We benchmark executive officer compensation against a peer group of comparably sized public companies in the pharmaceutical industry.

· We target compensation between the 25th and 75th percentiles for base salary and annual cash incentive amounts. Our compensation model is flexible to be adjusted upward or downward in the case of exceptional performance or as circumstances warrant in the discretion of the Compensation Committee.

· We primarily structure our total compensation in the form of base salary, annual short-term cash incentive awards, long-term equity incentive awards, benefits and perquisites and change in control and other severance benefits.

· Our compensation structure seeks to align our executives’ compensation with our long-term growth and success by rewarding the discovery and development of new product candidates, the advancement of our existing pipeline of therapeutic product candidates and the strategic partnering for further clinical development and commercialization of our product candidates.

· We maintain severance and change in control arrangements for our executives comparable to other companies in our peer group.

Role of Stockholder Say-on-Pay Votes

We provide our stockholders with the opportunity to cast an annual, nonbinding advisory vote on executive compensation (a “say-on-pay proposal”). At the Annual Meeting of Stockholders held on March 3, 2017, the say-on-pay proposal at that meeting did not receive the requisite number of votes for approval. As such, in making its decisions regarding executive compensation for fiscal year 2017, the Compensation Committee made certain adjustments to reflect the performance of the Company and our named executive officers in fiscal year 2017. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the named executive officers.

Compensation Objectives and Philosophy

The Compensation Committee of our Board of Directors (the “Compensation Committee”) is responsible for reviewing and approving the compensation payable to our named executive officers and other key employees. As part of such process, the Compensation Committee seeks to accomplish the following objectives with respect to our executive compensation programs:

· Motivate, recruit and retain executives capable of meeting our strategic objectives;

· Provide incentives to ensure superior executive performance and successful financial results for us; and

· Align the interests of executives with the long-term interests of stockholders.

The Compensation Committee seeks to achieve these objectives by:

· Establishing a compensation structure that is both market competitive and internally fair;

· Linking a substantial portion of compensation to our achievement of financial objectives and the individual’s contribution to the attainment of those objectives;

· Providing risk for underachievement and upward leverage for overachievement of goals; and

· Providing long-term equity-based incentives.

Setting Executive Compensation

In determining the compensation of each named executive officer, the Compensation Committee considered a number of factors, including recent Company and individual performance, the CEO’s recommendations as to named executive officers other than the CEO, cost of living in the New York/New Jersey area, and internal pay equity. The Compensation Committee also considered competitive compensation data received from Arthur J. Gallagher & Co. Human Resources and Compensation Consulting Practice (“Gallagher”), formerly James F. Reda & Associates, detailing the 25th percentile, median, and 75th percentile of (i) base salary; (ii) target annual cash compensation (i.e., salary plus target cash incentive); (iii) long-term equity incentive awards; and (iv) target total direct compensation (i.e., salary plus target cash incentive plus long-term equity incentives) for executive officer positions among a group of peer

companies and assessed how similar compensation arrangements for the named executive officers compare to its peers. Based on Gallagher market analysis, the Compensation Committee considers base salary within the range of the 25th percentile and the 75th percentile of our peer group to be competitive and appropriate for the named executive officers. Cash incentive levels among our peer group were used to establish target cash incentive compensation for our named executive officers. The Compensation Committee did not, however, tie cash compensation to potential values realizable from equity incentive awards to measure total target direct compensation or as a means to determine the equity incentive awards it authorizes. There is no pre-established policy for allocation of compensation between cash and non-cash components or between short-term and long-term components. Instead, the Compensation Committee determines the mix of compensation for each executive officer based on its review of the competitive data and its subjective analysis of that individual’s performance and contribution to our strategic goals. We believe our approach to compensation assists in mitigating excessive risk-taking that could harm our value or reward poor judgment by our executives. We believe our approach to compensation reflects sound risk management practices and does not encourage excessive risk-taking.

In fiscal year 2017, the Compensation Committee engaged Gallagher to provide competitive compensation data and general advice on our compensation programs and policies for executive officers. Gallagher reports directly to the Compensation Committee, periodically participates in committee meetings and advises the Compensation Committee with respect to compensation trends and best practices, plan design, and the reasonableness of individual compensation awards. During fiscal year 2017, Gallagher performed a market analysis of the compensation paid by comparably sized publicly traded biopharmaceutical companies as described below and provided it to the Compensation Committee. In addition, the CEO provided the Compensation Committee with a detailed review of the performance of the other named executive officers and made recommendations to the Compensation Committee with respect to the compensation packages for those officers for the 2017 fiscal year. The Compensation Committee consulted with Gallagher regarding the CEO’s recommendations.

The peer group used for competitive comparisons in fiscal year 2017 reflects companies with which we compete for talent. Base salary, cash incentives and long-term equity incentive awards were benchmarked to these companies. Changes made to the 2016 peer group are summarized below:

Removed Company		Reason
Dyax Corp.		Acquired by Shire PLC
Seattle Genetics Inc.		Incompatible market cap

Added Company		Reason
Merrimack Pharmaceuticals, Inc.		A biopharmaceutical company engages in novel therapeutics paired with diagnostics for cancer
Puma Biotechnology, Inc.		A solid cancer-focusing biopharmaceutical company in similar stage of corporate development

The peer group data used by Gallagher was obtained from Kenexa’s CompAnalyst Executive®, a compensation data service, and consisted of the following twenty-four companies:

Company	Sales (Most recent fiscal year) ($ in millions)	Market Capitalization (04/30/2016) ($ in millions)
Acorda Therapeutics Inc.	471	1,183
Ariad Pharmaceuticals Inc.	119	1,365
ArQule Inc.	11	116
Array BioPharma, Inc.	132	457

BioCryst Pharmaceuticals Inc.	48		240
Celldex Therapeutics Inc.	5		395
CTI BioPharma Corp.	16		141
Cytokinetics Inc.	29		322
Exelixis Inc.	37		1,054
Immunogen Inc.	86		596
Insmed Inc.	0		752
Mannkind Corp.	0		579
Merrimack Pharmaceuticals Inc.	89		889
Neurocrine Biosciences Inc.	20		3,948
PDL Biopharma, Inc.	486		622
Progenics Pharmaceuticals Inc.	9		371
Puma Biotechnology Inc.	0		997
Rigel Pharmaceuticals Inc.	29		256
Spectrum Pharmaceuticals Inc.	163		483
Sunesis Pharmaceuticals, Inc.	3		45
Synta Pharmaceuticals Corp.	0		55
Threshold Pharmaceuticals	77		31
XOMA Ltd.	55		99
ZIOPHARM Oncology Inc.	4		1,036
75th Percentile	86		916
50th Percentile	29		470
25th Percentile	5		215
Immunomedics	3		468
*Immunomedics Percentile Rank*	17	%	50	%

Components of Compensation

For the 2017 fiscal year, our executive compensation program included the following components:

· Base salary;

· Annual short-term cash incentives;

· Long-term equity incentive awards; and

· Change in control and other severance arrangements.

Base Salary

It is the Compensation Committee’s objective to set a competitive rate of annual base salary for each named executive officer for each fiscal year based on performance in the prior fiscal year. The Compensation Committee believes competitive base salaries are necessary to attract and retain top quality executives, since it is common practice for public companies to provide their executive officers with a guaranteed annual component of compensation that is not subject to performance risk. Base salary levels are designed to recognize an individual’s ongoing contribution, to be commensurate with an individual’s experience and organization level and to be competitive with market benchmarks as analyzed by Gallagher. Base salaries are not automatically increased on an annual basis if the Committee believes that a raise is not warranted by either individual or Company performance, or that other forms of compensation are more

appropriate to further compensation program objectives. In addition to benchmarking base salary levels, any increase in annual salary is also based on demonstrated levels of competency in skill, effectiveness and leadership, and by comparing how an individual has performed essential job requirements against what was envisioned with the position. The Compensation Committee does not use a specific formula based on these criteria, but instead makes an evaluation of each named executive officer’s contributions in light of all such criteria.

Based upon the performance of the named executive officers and using the compensation data provided by Gallagher, for fiscal year 2017, the Compensation Committee approved a 3.5% salary increase from fiscal year 2016 levels for Ms. Sullivan and Dr. Goldenberg. For Mr. Garone, who joined the Company on June 27, 2016, no change was made for fiscal year 2017. The Committee believes the increase would result in salaries for our named executive officers being at or near the median base salaries for comparable executive positions at our peer group companies and reasonably consistent with the average percentage increase in salaries by our peers. The table below shows fiscal year 2016 and fiscal year 2017 base salary rates for each named executive officer:

Name	Title	2016 Salary		2017 Salary		% Increase
Cynthia L. Sullivan(1)	Former President and Chief Executive Officer	$	662,980	$	686,184	3.5	%
Dr. David M. Goldenberg	Chief Scientific Officer and Chief Patent Officer	$	626,126	$	648,040	3.5	%
Michael R. Garone(2)	Vice President Finance and Chief Financial Officer	$	300,000	$	300,000	—

(1) Ms. Sullivan’s employment agreement with the Company expired on July 1, 2017.

(2) Mr. Garone joined the Company on June 27, 2016.

Annual Short-Term Cash Incentives

Our named executive officers have the opportunity to earn annual cash incentive awards as part of their compensation package. We do not have a formal incentive or bonus plan for our named executive officers that ties annual cash incentives or bonuses with base salary to create a formula-based target annual cash compensation. Cash incentive awards are designed to reward executive performance while reinforcing our short-term strategic operating goals. If warranted in special circumstances, individual one-time discretionary cash incentives may also be awarded to our named executive officers during the course of the year.

Each named executive officer has a target cash incentive opportunity that, in the case of Ms. Sullivan and Dr. Goldenberg, is determined in accordance with their respective employment agreements, or is otherwise set by the Compensation Committee each year based on its comparison of the total compensation opportunity of our named executive officers against the total compensation opportunity of similarly situated executives at the companies identified above. In assessing the total compensation opportunity, the Compensation Committee also takes into account the named executive officer’s relative experience in his or her position and in the industry generally and our overall financial position. For fiscal year 2017, the target cash incentive level set for each of our named executive officers was 50% of base salary for Ms. Sullivan and Dr. Goldenberg and 30% of base salary for Mr. Garone, with potential payouts ranging from 0% to 150% of the target amount depending upon the level of achievement of performance goals.

Each year, a strategic plan (as described below) is created by the Company. Based on this plan, each named executive officer prepares individual goals and objectives to be accomplished during the upcoming fiscal year. The Compensation Committee in consultation with the named executive officer reviews and finalizes such goals and objectives. At the end of each fiscal year, the Compensation Committee conducts in consultation with the CEO for each

named executive officer and, for named executive officers other than the CEO, a subjective review of that individual’s performance relative to our overall priorities and strategies. Cash incentive awards are then granted based upon the Compensation Committee’s informed judgment and information provided by Gallagher in view of the Company’s achievement of its annual corporate goals, operational and financial performance, the individual executive’s responsibilities and efforts and such executive’s contribution to the Company’s overall performance and success, and the complexity or difficulty of the objectives that have been achieved.

Our strategic plan and individual performance targets include successful partnering transactions and other strategic plan metrics, operational and financial metrics, regulatory compliance metrics, and delivery of specific programs, plans, and budgetary objectives identified by the Compensation Committee.

In fiscal year 2017, our strategic plan focused on:

· Advancing our pipeline of therapeutic product candidates and technologies;

· Strengthening the price-per-share value of our common stock; and

· Securing financing to ensure a sufficient cash position, including the out-licensing of our various assets.

The Compensation Committee weighs each of the individual performance goals established for the named executive officers separately when evaluating each named executive officer’s performance and awarding actual cash incentive amounts. Performance goals that are in the executive’s area or areas of functional responsibility are weighted heavier than others. Weighting is determined by the Compensation Committee when approving the annual goals and objectives. The actual amount of cash incentive paid is entirely discretionary; the Compensation Committee does not establish threshold levels that a named executive officer must attain before a cash incentive is awarded.

In fiscal year 2017, Ms. Sullivan’s individual performance goals were established to focus on her areas of responsibility which, in her capacity as our President and CEO, centered around her ability to advance our pipeline of therapeutic product candidates and technologies, implement and manage our short- and long-term strategic plan and maintain stockholder confidence in management and the Company. In addition, Ms. Sullivan’s specific performance goals included:

· Complete enrolling additional metastatic triple-negative breast cancer patients with at least 2 prior therapies, into the Phase 2, single-arm study with sacituzumab govitecan;

· Complete preparation for Phase 3 pivotal trial with sacituzumab govitecan in metastatic triple-negative breast cancer, including the validation of commercial-scale manufacturing by outside Contract Manufacturing Organizations;

· Planned initiation of a Phase 3 pivotal trial with sacituzumab govitecan in metastatic triple-negative breast cancer, subject to securing the necessary funding;

· Submit accelerated approval application for sacituzumab govitecan in triple-negative breast cancer to the FDA, subject to securing the necessary funding;

· Complete enrolling patients into the Department of Defense-funded Phase 1b study with subcutaneously-administered milatuzumab in systemic lupus erythematosus; and

· Continue enrolling patients into the Phase 1 study with IMMU-114 as a monotherapy for non-Hodgkin lymphoma and chronic lymphocytic leukemia.

In fiscal year 2017, Dr. Goldenberg’s individual performance goals were established to focus on his areas of responsibility which, in his capacity as our Chief Scientific Officer and Chief Patent Officer, centered around his ability to design, implement and manage our clinical and pre-clinical research and development activities and maintain the effectiveness of patent and proprietary protections over our pipeline of therapeutic product candidates and technologies.

In fiscal year 2017, Mr. Garone’s individual performance goals were established to focus on his areas of responsibility, which in his capacity as our Vice President, Finance and Chief Financial Officer, centered on his ability to develop, implement and manage our financial strategic plan, ensure compliance with federal and state securities reporting requirements, strengthen our cash position and maintain stockholder confidence.

With respect to Ms. Sullivan, the Compensation Committee determined that Ms. Sullivan achieved her performance goals of (i) completing the enrollment of additional metastatic triple-negative breast cancer patients with at least 2 prior therapies into the Phase 2, single-arm study with sacituzumab govitecan; and (ii) completing method validation for outside Contract Manufacturing Organizations; and that achievement of such goals advanced our pipeline of therapeutic product candidates and technologies in accordance with our strategic plan. However, the Company did not initiate a Phase 3 pivotal trial with sacituzumab govitecan in metastatic triple-negative breast cancer, nor submit an accelerated approval application for sacituzumab govitecan in triple-negative breast cancer to the FDA, nor did Ms. Sullivan validate commercial-scale manufacturing by outside Contract Manufacturing Organizations. The Phase 1b study with subcutaneously-administered milatuzumab in systemic lupus erythematosus, which is funded by a grant from the Department of Defense, also did not complete patient enrollment. In addition, Ms. Sullivan did not complete the goals of the Company in strengthening the price-per-share value of our common stock and securing financing to ensure a sufficient cash position by not successfully licensing out our various assets, in particular, sacituzumab govitecan .

With respect to Dr. Goldenberg, the Compensation Committee determined that Dr. Goldenberg achieved his performance goals by advancing our pipeline of therapeutic product candidates and discovering and developing new product candidates and technologies, including expanding the number of active U.S. patents to approximately 310. However, the Company did not introduce a new investigational product into clinical testing during fiscal year 2017, and patient enrollment into the Department of Defense-funded Phase 1b study with subcutaneously-administered milatuzumab in systemic lupus erythematosus was not completed.

With respect to Mr. Garone, the Compensation Committee has not yet determined whether to grant Mr. Garone a bonus and will assess his performance relative to his performance goals in the coming weeks.

In determining the 2017 actual cash incentives to be paid to each of our named executive officers, the Compensation Committee considered the relative significance of the performance goals for each named executive officer and whether such goals were achieved, and also considered whether the Company’s overall strategic plan had been accomplished. As discussed above, the Company’s strategic goal of out-licensing sacituzumab govitecan was not met in fiscal year 2017. Taking into account the say-on-pay proposal at the 2016 Annual Meeting of Stockholders did not receive the requisite number of votes for approval and the importance to the Company of out-licensing sacituzumab govitecan, the Compensation Committee determined that although certain individual performance goals were met, the Company’s overall strategic plan had not been accomplished and, therefore, other than with respect to a determination by the Compensation Committee regarding Mr. Garone, no cash incentives are to be paid to each of our other named executive officers for fiscal 2017 and cash incentives deferred from fiscal 2016 are cancelled.

The table below details fiscal year 2017 annual cash incentive targets and actual payouts for each of the named executive officers.

Name	Title	2017 Target Cash Incentive ($)		2017 Target Cash Incentive (% Salary)		2017 Actual Cash Incentive ($)			2017 Actual Cash Incentive (% Salary)
Cynthia L. Sullivan(1)	Former President and Chief Executive Officer	$	343,092	50	%	$	—		—
Dr. David M. Goldenberg	Chief Scientific Officer and Chief Patent Officer	$	324,020	50	%	$	—		—
Michael R. Garone(2)	Vice President Finance and Chief Financial Officer	$	90,000	30	%	$	—	(2)	—	(2)

(1) Ms. Sullivan’s employment agreement with the Company expired on July 1, 2017.

(2) Mr. Garone’s bonus, if any, has not yet been determind.

The table below details, for each named executive officer, the total target cash compensation established by the Compensation Committee for fiscal year 2017, as measured by the sum of salary and target cash incentive, and the total actual cash compensation paid for fiscal year 2017, as measured by the sum of salary and actual cash incentive.

Name	Title	2017 Total Target Cash Compensation ($)			2017 Total Actual Cash Compensation ($)
Cynthia L. Sullivan	Former President and Chief Executive Officer	$	1,029,276	(1)	$	686,184	(2)
Dr. David M. Goldenberg	Chief Scientific Officer and Chief Patent Officer	$	972,060	(3)	$	648,040	(4)
Michael R. Garone	Vice President Finance and Chief Financial Officer	$	390,000	(5)	$	300,000	(6)

(1) Represents sum of (i) annual salary for fiscal year 2017 of $686,184 and (ii) target cash incentive for fiscal year 2017 of $343,092.

(2) Represents annual salary of $686,184. No actual cash incentive was paid for fiscal year 2017.

(3) Represents sum of (i) annual salary for fiscal year 2017 of $648,040 and (ii) target cash incentive for fiscal year 2017 of $324,020.

(4) Represents annual salary of $648,040. No actual cash incentive was paid for fiscal year 2017.

(5) Represents sum of (i) annual salary for fiscal year 2017 of $300,000 and (ii) target cash incentive for fiscal year 2017 of $90,000.

(6) Represents annual salary of $300,000. No actual cash incentive was paid for fiscal year 2017.

Long-Term Equity Incentive Awards

As described above, stock-based incentives are a key component of our executive compensation program. Employee ownership is a core value of our operating culture. Management and the Compensation Committee believe that stock ownership encourages our executives to create value for our Company over the long term. We also believe that stock ownership promotes retention and affiliation with us by allowing our executives to share in our long-term success while aligning executive interests with those of our stockholders. We have used stock options, restricted stock units, or their combination as vehicles to deliver equity-based compensation for our named executive officers, due to their broad-based use in the biopharmaceutical industry. We also have evaluated from time to time the benefits of providing alternative equity-based compensation in the form of restricted stock or other vehicles based on full value shares. The Compensation Committee will continue to monitor changes in the long-term compensation practices of the companies in our peer group and, if appropriate, will re-evaluate alternative equity-based compensation vehicles in future years in light of changing or evolving practices. In certain circumstances, the Compensation Committee may determine that non-equity long-term incentives are preferable to equity-based awards.

Each of our named executive officers has an annual long-term equity incentive award opportunity. The actual amount of the annual long-term equity incentive award, if any, for each of our named executive officers is determined on a discretionary basis by the Compensation Committee without the use of any formalized mathematical formulas. The Compensation Committee grants the annual long-term equity incentive awards shortly after the close of each fiscal year after evaluating the performance of the Company and the named executive officers for such prior fiscal year. In determining the amount of the awards, the Compensation Committee evaluates the executive’s performance and contribution to our annual and long-term strategic goals and factors that contribute to overall corporate growth and development and to increasing long-term stockholder value, such as advancement of our pipeline of therapeutic candidates, growth in our intellectual property portfolio, development of our manufacturing and operating capabilities, enhancements to our financial reporting systems and controls, and the successful negotiation of advantageous out-licensing and other collaborative agreements. The Compensation Committee does not assign weightings to the foregoing factors. In addition, the Compensation Committee may, in its discretion, consider both the achievement of the annual Board-approved corporate goals and other significant corporate accomplishments during the year. For our named executive officers other than the CEO, the Compensation Committee also takes into account the recommendations of the CEO in determining the amount of the grant to each named executive officer.

In September 2016, the Compensation Committee granted long-term equity incentive awards to our named executive officers after reviewing corporate and individual performance in fiscal year 2016 in the context of the factors which the Compensation Committee believes contribute to overall corporate growth and considering overall compensation of each of our named executive officers in fiscal year 2016. When making determinations about these long-term equity incentive awards, the Compensation Committee used the same performance evaluation criteria as it

used for our annual cash incentive awards for fiscal year 2016. As had been done in the prior fiscal year, the Compensation Committee reviewed the recommendations of and information provided by Gallagher and consistent with those recommendations granted half of the value of the long-term equity incentive awards earned by each named executive officer based on fiscal 2016 performance in the form of stock options and half of the value in the form of RSUs.

Upon evaluation of each named executive officer’s performance in the 2016 fiscal year, the Compensation Committee granted equity incentive awards under the Immunomedics, Inc. 2014 Long-Term Incentive Plan (the “2014 Plan”) in August 2016 as follows:

Name	Title	Number of Shares of Common Stock Underlying Stock Options	Number of Shares of Common Stock Underlying RSUs
Cynthia L. Sullivan	Former President and Chief Executive Officer	199,532	106,061
Dr. David M. Goldenberg(1)	Chief Scientific Officer and Chief Patent Officer	—	—
Michael R. Garone(2)	Vice President, Finance and Chief Financial Officer	40,000	—

(1) On July 14, 2015, we entered into the Third Amended and Restated Employment Agreement with Dr. Goldenberg (the “Goldenberg Agreement”), which we amended on November 30, 2015. As part of the Goldenberg Agreement, as amended, Dr. Goldenberg was granted 1,500,000 Performance Stock Units (as such term is defined in the 2014 Plan), which shall vest, if at all, over a three-year period. Dr. Goldenberg, therefore, was not awarded any additional long-term equity incentive awards by the Compensation Committee in September 2016.

(2) Mr. Garone joined the Company on June 27, 2016, and received 40,000 non-qualified stock options, which vest over a four-year period.

The numbers of equity awards granted were determined by the Compensation Committee using information supplied by Gallagher on equity awards received by executives at the peer group companies.

The stock options granted to our named executive officers have a seven-year term and vest, based on continued employment, 25% on the first anniversary of the date of grant and 6.25% on a quarterly basis thereafter. The stock options were granted at an exercise price equal to the closing price of our common stock on the date of grant. Accordingly, the actual value an executive will realize is tied to future stock appreciation and is therefore aligned with corporate performance and stockholder returns. The RSUs granted to our named executive officers vest with respect to 25% of the underlying shares on the first anniversary of the date of grant and with respect to 6.25% on a quarterly basis thereafter for the following three years, based on continued employment. We issue to the executive shares of our common stock when the RSUs vest. Our standard forms of stock option and RSU agreements provide for accelerated vesting of unvested awards upon a change in control of the Company, for instance if we are acquired by another company, but only if the acquirer does not agree to assume and continue the awards or grant substitute cash retention awards of similar value, measured as of the date of the change in control transaction, to the holders of our stock options and RSUs. Ms. Sullivan’s employment agreement provides for accelerated vesting of her stock options and RSUs if her employment is involuntarily terminated coincident with or within one year after a change in control of the Company. Dr. Goldenberg’s employment agreement provides for accelerated vesting of his outstanding unvested stock options and

RSUs upon a change in control. See the sections below entitled “ Employment, Severance and Change in Control Agreements ” and “ Calculation of Potential Payments upon Termination or Change in Control ” for more information. With a four-year vesting schedule for stock options and RSUs, and a seven-year term for stock options, we do not deem it necessary to impose holding period requirements on the shares that our named executive officers acquire under their long-term equity incentive awards.

Executive Benefits and Perquisites

The named executive officers also are provided with certain benefits and perquisites. The Compensation Committee believes that such benefits are necessary for us to remain competitive and to attract and retain top caliber executive officers because such benefits are typically provided by companies in the biopharmaceutical industry and by other companies with which we compete for executive talent.

We maintain a 401(k) plan for our employees, including our executive officers, to encourage our employees to save some portion of their cash compensation for their eventual retirement. Pursuant to a discretionary employer match, in fiscal year 2017, we matched all employee contributions at 25% of the employee’s contribution up to a limit of 5% of the employee’s eligible compensation up to the IRS imposed limit. The IRS maximum allowable contribution in calendar year 2017 was $18,000, or $24,000 for employees who are 50 years old or older. We also increase our employees’ base salary, including our named executive officers’ base salary, for the cost of group long-term disability insurance coverage and provide a group life insurance benefit in a coverage amount equal to 100% of the employee’s annual base salary.

Additional Incentive Compensation

In accordance with the terms of Dr. Goldenberg’s employment agreement, Dr. Goldenberg is entitled to receive incentive compensation equal to 1.5% of our Annual Net Revenue (as defined in the agreement) in each year that we record net income. With respect to any fiscal year during Dr. Goldenberg’s employment in which we record an annual net loss, Dr. Goldenberg will receive as an additional incentive compensation payment a sum equal to 0.75% of the total Consideration (as defined in the agreement) we receive from any third party transaction, with certain exceptions. In accordance with the terms of Dr. Goldenberg’s employment agreement, we pay Dr. Goldenberg a minimum of $150,000 during each fiscal year in equal quarterly payments as a credit against any amounts due to Dr. Goldenberg for additional incentive compensation payments.

For the fiscal years ended June 30, 2017, 2016 and 2015, we reported a net loss, therefore Dr. Goldenberg received the minimum additional incentive compensation of $150,000 paid quarterly during these fiscal years. The aggregate compensation value of this benefit is shown in the “ All Other Compensation ” column in the Summary Compensation Table included in this annual report.

Employment, Severance and Change in Control Agreements

We have employment agreements with Ms. Sullivan and Dr. Goldenberg and a Change in Control and Severance Agreement with Mr. Garone . These agreements are summarized in the section below entitled “ Employment, Severance and Change in Control Agreements ” and the change in control and severance arrangements contained in those agreements are discussed in more detail in the section below entitled “ Calculation of Potential Payments upon Termination or Change in Control .” The change in control arrangements are to assure continuity of “key personnel” in a transition period following a change in control of the Company. None of the employment or severance agreements that we have with our named executive officers require us to provide tax gross-up payments to them in connection with any excise taxes for which they may become liable as a result of receiving severance benefits or other parachute payments within the meaning of Section 280G of the Internal Revenue Code.

Section 162(m) Compliance

As a result of Section 162(m) of the Internal Revenue Code, publicly-traded companies such as the Company are not allowed a federal income tax deduction for compensation, paid to the CEO and the three highest paid executive officers other than the CEO and chief financial officer, to the extent that such compensation exceeds $1 million per officer in any one year and does not otherwise qualify as performance-based compensation. The 2014 Plan is structured to enable the compensation deemed paid to an executive officer in connection with the exercise of a stock option to qualify as performance-based compensation that is not subject to the $1 million limitation. Other awards made under the 2014 Plan may or may not qualify. For instance, restricted stock units granted in fiscal year 2017 are not considered performance-based compensation, and might not be tax deductible upon vesting. In establishing the cash and equity incentive compensation programs for the named executive officers, it is the Compensation Committee’s view that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason the Compensation Committee may deem it appropriate to continue to provide one or more named executive officers with the opportunity to earn incentive compensation, including cash incentive programs tied to our financial performance and equity awards, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. It is the Compensation Committee’s belief that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

COMPENSATION COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, the Exchange Act, except to the extent that Immunomedics, Inc. specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The Compensation Committee is responsible for evaluating and approving the compensation for the executive officers. Management has primary responsibility for our Company’s financial statements and reporting process, including the disclosure of executive compensation. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. The Compensation Committee is satisfied that the Compensation Discussion and Analysis fairly represents the objectives and actions of the Compensation Committee. The Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this annual report for filing with the Securities and Exchange Commission and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended June 30, 2017.

The Compensation Committee

Mr. Scott Canute (Chair)

Mr. Peter Barton Hutt

Dr. Khalid Islam

Compensation Committee Interlocks and Insider Participation

Mr. Canute, Mr. Hutt, and Dr. Islam joined the Compensation Committee after their election to the Board of Directors at the 2016 Annual Meeting of Stockholders. Mr. Markison served as the Chairperson of the Compensation Committee until after the 2016 Annual Meeting of Stockholders. Mr. Aryeh and Dr. Cox were appointed to the Compensation Committee on January 8, 2017 and served until the 2016 Annual Meeting of Stockholders. Ms. Paetzold resigned from the Board of Directors and the Compensation Committee on January 8, 2017. No member of the Compensation Committee was at any time during fiscal 2017, or formerly, an officer or employee of Immunomedics, or any subsidiary of Immunomedics. No executive officer of Immunomedics has served as a director or member of the

Board of Directors or the Compensation Committee (or other committee serving an equivalent function) of any other entity while an executive officer of that other entity served as a director of or member of our Board of Directors or our Compensation Committee.

Summary Compensation Table

The following table shows the total compensation paid or accrued during the fiscal years ended June 30, 2017, 2016 and 2015 to our former President and Chief Executive Officer, our Chief Scientific Officer and Chief Patent Officer, and our Chief Financial Officer (collectively, the “named executive officers”). We did not have any other executive officers for the prior fiscal year.

Name and Principal Position	Year	Salary ($)			Bonus ($)		Stock Awards(1)($)		Option Awards(1) ($)		Non- Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
Cynthia L. Sullivan	2017	$	686,184		$	—	$	350,001	$	350,000	$	—	$	3,313	(3)	$	1,389,498
Former President and	2016	$	662,980		$	—	$	350,001	$	350,000	$	—	$	3,313	(3)	$	1,366,294
Chief Executive Officer(2)	2015	$	640,560		$	—	$	350,001	$	350,000	$	235,181	$	3,250	(3)	$	1,343,811
Dr. David M. Goldenberg	2017	$	648,040	(4)	$	—	$	—	$	—	$	—	$	153,313	(3)(5)	$	801,353
Chief Scientific Officer and	2016	$	626,126	(4)	$	—	$	3,420,000	$	350,000	$	—	$	153,313	(3)(5)	$	4,199,439
Chief Patent Officer	2015	$	604,952	(4)	$	—	$	350,001	$	350,035	$	286,403	$	153,250	(3)(5)	$	1,458,203
Michael R. Garone	2017	$	300,000		$	—	$	—	$	—	$	—	$	—		$	300,000
VP Finance and Chief	2016	$	4,615	(6)	$	—	$	—	$	42,216	$	—	$	—		$	46,831
Financial Officer	2015	$	—		$	—	$	—	$	—	$	—	$	—		$	—

(1) Ms. Sullivan’s employment agreement with the Company expired on July 1, 2017.

(2) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For information regarding assumptions underlying the determination of grant date fair value of option awards in accordance with FASB ASC Topic 718, see Note 9 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.

(3) Includes matching contributions made by us on behalf of each of the named executive officers under our 401(k) plan of $3,313, $3,313 and $3,250 in fiscal years 2017, 2016 and 2015, respectively. In accordance with our 401(k) plan, after two years of service to the Company, 20% of the Employer’s matching contribution vests to the employee.

(4) Includes compensation of $41,000, $87,000 and $84,000 paid to Dr. Goldenberg by IBC Pharmaceuticals, our majority-owned subsidiary, for services rendered in fiscal years 2017, 2016 and 2015, respectively.

(5) Includes additional incentive compensation payments in the amount of $150,000 paid to Dr. Goldenberg pursuant to his employment agreement for the 2017, 2016 and 2015 fiscal years, respectively. See “ Additional Incentive Compensation ” on page 19 of this annual report for a discussion of these payments.

(6) Represents $4,615 paid to Mr. Garone in fiscal year 2016 subsequent to his appointment as Vice President Finance and Chief Financial Officer, effective June 27, 2016.

Grants of Plan-Based Awards in Fiscal Year 2017 Table

The table below details fiscal year 2017 grants of plan-based awards received for each of the named executive officers.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						All Other Stock Awards: Number of Shares of Stock or	All Other Option Awards: Number of Securities Underlying	Exercise or Base Price of Option		Grant Date Fair
	Grant	Threshold		Target		Maximum		Units	Options	Awards		Value of Stock and
Name	Date	($)		($)		($)		(#)(2)	(#)(3)	($/Sh)		Option Awards(4)
Cynthia L. Sullivan		$	—	$	343,092	$	514,638
	9/21/16								199,532	$	1.7541	$	349,999
	9/21/16							106,061		$	3.30	$	350,001
Dr. David M. Goldenberg		$	—	$	324,020	$	486,030

Michael R. Garone		$	—	$	90,000	$	135,000

(1) Represents target and maximum cash incentive award opportunities for our named executive officers. The cash incentive award is prorated if performance levels are achieved between the target and maximum levels. The methodology and performance criteria applied in determining these potential cash incentive award amounts are discussed under “ Compensation Discussion and Analysis—Annual Short-Term Cash Incentives ” beginning on page 13 of this annual report. The actual cash incentive award which may be paid to each named executive officer for their 2017 performance is subject to satisfaction of the Company’s strategic goal of out-licensing sacituzumab govitecan, and further determination thereof, and approval by, the Compensation Committee, as discussed under “ Compensation Discussion and Analysis—Annual Short-Term Cash Incentives ” on page 13 of this annual report.

(2) The amounts shown in this column represent RSUs (with respect to Ms. Sullivan and Mr. Garone) and Performance Rights (with respect to Dr. Goldenberg) granted under the 2014 Plan. A description of the terms of these awards is disclosed under “ Compensation Discussion and Analysis—Long-Term Equity Incentive Awards ” on page 17 of this annual report.

(3) Represents shares of our common stock underlying options granted under the 2014 Plan. A description of the terms of the stock awards is disclosed under “ Compensation Discussion and Analysis—Long-Term Equity Incentive Awards ” on page 17 of this annual report.

(4) Represents the grant date fair value under FASB ASC Topic 718 of equity awards granted in fiscal year 2017. For information regarding assumptions underlying the FASB ASC Topic 718 valuation of equity awards, see Note 9 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.

Outstanding Equity Awards at Fiscal Year-End 2017 Table

The following table provides certain summary information concerning outstanding equity awards held by our named executive officers as of June 30, 2017.

		Option Awards					Stock Awards
Name	Grant Date(1)(2)	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
Cynthia L. Sullivan	08/27/2012	183,250		$	3.46	08/27/2019			$
	08/16/2013	110,815	7,388	$	5.13	08/16/2020			$
	08/14/2014	137,783	62,629	$	3.32	08/14/2021			$
	08/20/2015	178,571	229,592	$	1.76	08/20/2022			$
	09/21/2016		199,532	$	3.30	09/21/2023			$
Dr. David M. Goldenberg	08/27/2012	157,100		$	3.46	08/27/2019			$
	08/16/2013	110,815	7,388	$	5.13	08/16/2020			$
	08/14/2014	137,783	62,629	$	3.32	08/14/2021			$
	07/14/2015					07/14/2022	500,000	(4)	$	4,415,000
	07/14/2015					07/14/2022	500,000	(4)	$	4,415,000
	07/14/2015					07/14/2022	500,000	(4)	$	4,415,000

Michael R. Garone	06/27/2016	10,000	30,000	$	2.00	06/26/2026

(1) Each stock option granted in fiscal years 2013 and 2012 were granted under the Immunomedics, Inc. 2006 Stock Incentive Plan (the “2006 Plan”), and each stock option granted in fiscal years 2016, 2015 and 2014 were granted under the 2014 Plan. Each stock option granted under each of the 2006 Plan and the 2014 Plan has a term of 7 years measured from the grant date and vests ratably, 25% after the first year from the date of grant and 6.25% for each subsequent three-month period, during the first 4 years of service with us measured from its grant date. Upon a change in control, unvested stock options will become fully vested and exercisable on the date on which the change in control occurs if the acquirer does not agree to assume and continue the awards or grant substitute cash retention awards of similar value, measured as of the date of the change in control transaction, to the holders of the stock options. Ms. Sullivan’s employment agreement provides for accelerated vesting of her stock options if her employment is involuntarily terminated coincident with or within one year after a change in control of the Company. Dr. Goldenberg’s employment agreement provides for accelerated vesting of his outstanding unvested stock options upon a change in control. In addition, all stock options held by Ms. Sullivan and Dr. Goldenberg will remain exercisable for a period which is the shorter of 24 months following the end of the remaining balance of the term of their employment agreement or the original term of the stock option.

(2) Stock awards granted to named executive officers have a term of four years from the date of grant and vest ratably, 25% after the first year from date of grant and 6.25% for each subsequent three-month period. Upon a change in control, all stock awards held by our named executive officers, if not assumed or continued by the acquiring company or replaced with a cash retention award of like value, will become fully vested on the date on which the change in control occurs. Ms. Sullivan’s employment agreement provides for accelerated vesting of her stock awards if her employment is involuntarily terminated coincident with or within one year after a change in control of the Company. Dr. Goldenberg’s employment agreement provides for accelerated vesting of his outstanding unvested stock awards upon a change in control.

(3) Based on the $8.83 per share closing price of our common stock on June 30, 2017, as reported by the NASDAQ Global Market.

(4) As part of the Amended and Restated Employment Agreement between the Company and Dr. Goldenberg, which became effective July 1, 2015, Dr. Goldenberg received a grant of 1,500,000 restricted stock units, which would vest, if at all, after the three (3) year period commencing on the grant date of July 14, 2015, provided the applicable milestones based on achievement of certain market conditions (stock prices) were met and conditioned upon Dr. Goldenberg’s continued employment through the vesting period, subject to the terms and conditions of the Restricted Stock Units Notice and the Restricted Stock Units Agreement and such other terms and conditions as set forth in the grant agreement. The Company believes that a change in control occurred on or before May 4, 2017, as defined in Dr. Goldenberg’s employment agreement, as a result of the new Board of Directors being seated on March 3, 2017. According to the terms of his employment agreement and notice of award, the Company believes that these 1.5 million restricted stock units did not vest, since at the time of the change in control the actual price per share of the common stock had not achieved the specified target price required to trigger the vesting of the restricted stock units. The Company understands that Dr. Goldenberg contests the Company’s interpretation of both the timing of the change in control and the vesting requirements of the restricted stock units upon a change in control. The 1.5 million restricted stock units are the subject of arbitration, as disclosed in the Original Filing.

Fiscal Year 2017 Option Exercises and Stock Vested Table

The following table provides information regarding the exercise of options and the vesting of restricted stock units for each of the named executive officers during fiscal year 2017.

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)

Cynthia L. Sullivan	250,000	656,000	185,397	794,202
Dr. David M. Goldenberg	250,000	820,000	97,500	451,214
Michael R. Garone	—	—	—	—

(1) Based upon the difference between the closing price of our common stock on the dates of exercise, as reported by the NASDAQ Global Market, and the exercise price of the options exercised on the respective exercise dates.

(2) Based on the closing price of our common stock on the applicable vesting dates, as reported by the NASDAQ Global Market.

Employment Contracts, Termination of Employment and Change in Control Arrangements

Cynthia L. Sullivan Employment Agreement

Effective July 1, 2014, the Company entered into the Fifth Amended and Restated Employment Agreement with Cynthia L. Sullivan pertaining to Ms. Sullivan’s service to the Company as the Company’s President and Chief Executive Officer (the “Amended Sullivan Agreement”). This agreement expired on July 1, 2017.

On May 3, 2017 Ms. Sullivan and other parties entered into the Term Sheet to resolve certain legal actions among the parties. Upon execution of the contemplated Settlement Agreement, Ms. Sullivan has agreed to resign from director of the Company and any of its affiliates, effective as of the date of the Settlement Agreement. The Settlement Agreement will provide that Ms. Sullivan will abide by all post-termination covenants and obligations contemplated by the Amended Sullivan Agreement. In exchange for a release of claims as required by the Sullivan Agreement and subject to compliance with the terms of the Settlement Agreement, Ms. Sullivan will be entitled to (i) termination payments in accordance with the Amended Sullivan Agreement for a termination without Good Cause after a Change in Control, (ii) accelerated vesting or extension of the exercise period for equity awards already earned, pursuant to the Amended Sullivan Agreement, and (iii) payments equal in value to the amount that the Company paid for COBRA. As of June 30, 2017 the Company recorded a $4.2 million expense for all costs that would be due to Ms. Sullivan under the terms of the Settlement Agreement. In addition to this amount, a cash payment of $0.9 million is in dispute.

The Parties to the Term Sheet have agreed to arbitrate disputes relating to Ms. Sullivan’s claimed entitlement to certain equity awards and severance payments, and Ms. Sullivan’s claimed rights to certain bonus payments, to the extent the Parties cannot reach agreement on such issues before execution of the Settlement Agreement. The Company has agreed to pay in full the arbitrator in such arbitration as well as reasonable attorneys’ fees and expenses incurred by Ms. Sullivan and Dr. Goldenberg in connection with any such arbitration, up to a maximum amount of $650,000 combined. As of June 30, 2017 no expenses have been incurred regarding such arbitration.

Dr. David M. Goldenberg Employment Agreement

Effective July 1, 2015, the Company entered into the Amended and Restated Employment Agreement with Dr. Goldenberg pertaining to Dr. Goldenberg’s service to the Company as the Company’s Chairman of the Board, Chief

Scientific Officer and Chief Patent Officer (the “Amended and Restated Goldenberg Agreement”). The Amended and Restated Goldenberg Agreement was to continue until July 1, 2020.

On May 3, 2017 Dr. Goldenberg and other parties entered into a binding Term Sheet, to resolve certain legal actions among the parties. Upon execution of the contemplated Settlement Agreement, Dr. Goldenberg will remain a director of the Company, but has agreed to resign from all officer and other positions of the Company and all director, officer and other positions at any of the Company’s affiliates (other than Dr. Goldenberg’s position as a member of the board of directors of IBC Pharmaceuticals, the Company’s majority owned U.S. subsidiary), effective as of the date of the Settlement Agreement. The Settlement Agreement will provide that Dr. Goldenberg will abide by all post-termination covenants and obligations contemplated by the Amended and Restated Goldenberg Agreement. In exchange for a release of claims as required by the Amended and Restated Goldenberg Agreement and subject to compliance with the terms of the Settlement Agreement, Dr. Goldenberg will be entitled to (i) termination payments in accordance with the Amended and Restated Goldenberg Agreement for a termination without Good Cause after a Change in Control, (ii) accelerated vesting or extension of exercise period for equity awards already earned, pursuant to the Amended and Restated Goldenberg Agreement, (iii) payments equal in value to the amount that the Company paid for COBRA, and (iv) royalties or payment in accordance with existing agreements. As of June 30, 2017 the Company recorded a $2.7 million expense for this settlement cost. In addition to this amount an additional cash payment of approximately $1.8 million is in dispute. The 1.5 million Restricted Stock Units to Dr. Goldenberg under the terms of the Amended and Restated Goldenberg Agreement are the subject of arbitration, as disclosed in the Original Filing.

Michael R. Garone Change in Control and Severance Agreement

On January 8, 2017, we entered into a Change in Control and Severance Agreement with Michael R. Garone, Vice President, Finance and Chief Financial Officer. This agreement provides for severance benefits in the event that Mr. Garone’s employment with the Company is terminated pursuant to either (i) an involuntary termination within twelve (12) months following a “Change in Control” (as defined in the agreement), or (ii) a termination by the Company, other than for “Cause” (as defined in the agreement), during the “Pre-Closing Period” (as defined in the agreement). In the event of such termination, severance benefits for Mr. Garone will include: (i) a lump sum payment equal to two (2) times the sum of Mr. Garone’s annual base salary and target bonus; (ii) a lump sum payment equal to Mr. Garone’s target bonus, pro-rated for the number of full and/or partial months of the year completed prior to termination; (iii) accelerated vesting of all outstanding time-based equity awards; and (iv) continuation of health care coverage for a specified period.

Calculation of Potential Payments upon Termination or Change in Control

The following table shows potential payments to our named executive officers under their employment agreements in the form in which those agreements existed as of June 30, 2017, or change in control and severance agreement, as the case may be, for various scenarios involving a change in control or termination of employment as described above for each named executive officer. The data in the table reflects June 30, 2017 as a hypothetical termination date or change in control date and, where applicable, reflects amounts calculated using the $8.83 closing price of our common stock on June 30, 2017 (as reported on the NASDAQ Global Market). All defined terms not defined in this section have the meanings set forth in each officer’s respective employment agreement or change in control and severance agreement.

Name	Trigger	Salary and Bonus ($)		Health and Welfare Benefits ($)		Stock Award Vesting Acceleration ($) (1)		Office and Secretarial Support ($)	Total ($)
Cynthia L. Sullivan	Termination without Cause or Resignation for Good Reason (before Change in Control)	$	2,058,552	$	29,878	—		—	$	2,088,430
	Termination without Cause or Resignation for Good Reason (following a Change in Control)	$	3,087,828	$	29,878	$	5,324,529	—	$	8,442,234
	Voluntary Termination	—		—		—		—	—
	Disability	$	343,092	—		—		—	$	343,092
	Death	$	343,092	—		—		—	$	343,092

Dr. David M. Goldenberg(2)	Termination without Cause or Resignation for Good Reason (before Change in Control)	$	3,366,180	$	39,837	—			$	228,693	$	3,637,709
	Termination without Cause or Resignation for Good Reason (following a Change in Control)	$	3,366,180	$	59,755	$	13,918,650	(3)	$	343,039	$	17,687,624
	Expiration or Non-renewal of Employment Agreement by Company	$	463,063	—		—			—		$	463,063
	Voluntary Termination	—		—		—			—		—
	Disability	$	463,063	—		—			—		$	463,063
	Death	$	463,063	—		—			—		$	463,063
Michael R. Garone	Termination without Cause or Resignation for Good Reason (before Change in Control during the Pre-Closing Period)	$	780,000	—		—			—		$	780,000
	Termination without Cause or Resignation for Good Reason (following a Change in Control)	$	780,000	$	28,464	$	204,900		—		$	1,013,364
	Expiration or Non-renewal of Employment Agreement by Company	—		—		—			—		—
	Voluntary Termination	—		—		—			—		—
	Disability	—		—		—			—		—
	Death	—		—		—			—		—

(1) The amounts reflected in this column assume that all outstanding stock options and other stock-based awards become fully vested and exercisable, as applicable, upon the occurrence of a change in control. In addition, following a change in control, all stock options held by Dr. Goldenberg will remain exercisable for a period of 24 months following the end of the remaining balance of the term of his employment agreement but not beyond the original term of the stock options. Likewise, if Ms. Sullivan’s employment is terminated involuntarily coincident with or within one year following a change in control, all of her outstanding stock options will remain exercisable for a period of 24 months following the end of the remaining balance of the term of her employment agreement but not beyond the original term of the stock options.

(2) The amounts reflected in the Salary and Bonus column include minimum Product Royalties as defined in the Goldenberg Agreement. Further, the amounts reflected assume the target bonus is earned.

(3) These 1.5 million restricted stock units are the subject of arbitration, discussed in the footnotes to the Outstanding Equity Awards at Fiscal Year End table on page 24 and as disclosed in the Original Filing.

The amounts shown in the table above and the assumptions upon which those amounts are based provide reasonable estimates of the amounts that would have been due to the named executive officers in the event that any of the circumstances described above had occurred on June 30, 2017. The actual amounts due to the named executive officers upon a triggering event will depend upon the actual circumstances and the then-applicable provisions of the employment agreements, change in control and severance agreement, stock option and restricted stock unit agreements and our stock incentive plans.

Fiscal Year 2017 Pension Benefits Table

The table disclosing pension benefits is omitted because we do not have any such pension benefit plans.

2017 Non-Qualified Deferred Compensation Table

The table disclosing contributions to and aggregate earnings under or distributions from nonqualified deferred compensation is omitted because we do not have any such nonqualified deferred compensation plans.

DIRECTOR COMPENSATION

We compensate our non-employee directors for their service as directors. We do not pay directors who are also Immunomedics employees any additional compensation for their service as directors.

Fiscal 2017 Director Compensation Table

The following table shows the compensation paid to our non-employee directors for their Board service during fiscal 2017:

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(2)	Total ($)
Dr. Behzad Aghazadeh (3)	11,569			11,569
Jason M. Aryeh (4)	7,111		46,008	53,119
Scott Canute (3)	17,850			17,850
Dr. Geoff Cox (4)	9,333		46,008	55,341
Robert Forrester (4)	9,333		46,008	55,341
Peter Barton Hutt (3)	14,875			14,875
Dr. Khalid Islam (3)	19,007			19,007
Arthur Kirsch (5)	12,982			12,982
Brian A. Markison	72,238			72,238
Bob Oliver (4)	8,089		46,008	54,097
Mary E. Paetzold (6)	30,188			30,188
Don C. Stark (6)	23,888			23,888

(1) Consists of amounts described below under “Cash Compensation.”

(2) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For information regarding assumptions underlying the determination of grant date fair value of option awards in accordance with FASB ASC Topic 718, see Note 8 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.

(3) Dr. Aghazadeh, Mr. Canute, Mr. Hutt, and Dr. Islam were elected to the Board of Directors at the 2016 Annual Meeting of Stockholders held on March 3, 2017, subject to an application filed with the Delaware Court of Chancery under Section 225 of the Delaware General Corporation Law to enter a Status Quo Order, filed by certain board nominees and incumbent directors.

(4) Mr. Aryeh, Dr. Cox, Mr. Forrester and Mr.Oliver were appointed to the Board of Directors on January 8, 2017 and served until the 2016 Annual Meeting of Stockholders held on March 3, 2017.

(5) Mr. Kirsch resigned from the Board of Directors on October 13, 2016.

(6) Ms. Paetzold and Mr. Stark resigned from the Board of Directors on January 8, 2017.

Cash Compensation

For fiscal 2017, each non-employee director of Immunomedics received:

Fees*	Fiscal 2017*		For each:
Basic retainer:	$	35,000	Fiscal year
Additional retainers:
Lead Independent Director	$	25,000	Fiscal year
Chairman of the Audit Committee	$	14,500	Fiscal year
Member of the Audit Committee	$	7,500	Fiscal year
Chairman of the Compensation Committee	$	8,500	Fiscal year
Member of the Compensation Committee	$	5,000	Fiscal year
Chairman of the Governance & Nominating Committee	$	5,000	Fiscal year
Member of the Governance & Nominating Committee	$	3,000	Fiscal year

* We also reimburse non-employee directors for reasonable travel and out-of-pocket expenses in connection with their service as directors. We do not pay fees on a per meeting basis.

Stock Compensation

At the Annual Meeting of Stockholders held on December 3, 2014, our stockholders approved the 2014 Plan. The 2014 Plan replaced the 2006 Plan. Our non-employee directors also participate in the 2014 Plan. Pursuant to the compensation policy adopted by the Compensation Committee, each individual who is first elected or appointed as a non-employee director is automatically granted, on the date of such initial election or appointment, 22,500 nonqualified stock options (only if the annual equity retainer had not already been provided). Initial option grants are fully vested on the date of grant and have an exercise price equal to the fair market value of the common stock on the date of grant, a maximum term of seven years from the date of grant and a post-termination exercise period of 12 months following the date of the non-employee director’s cessation of service on account of (i) the director’s death or (ii) upon a change in control or hostile take-over of the Company; however, in no event will the options be exercisable beyond their original term.

In addition to the foregoing initial grants, pursuant to the compensation policy adopted by the Compensation Committee, each individual who continues to serve as a non-employee director on the date of each annual stockholders meeting shall receive an annual grant of non-qualified stock options and restricted stock units (“RSUs”), each equal in value to $45,000. The Compensation Committee, as administrator of the 2014 Plan, will determine the actual number of stock options and RSUs at the time of each such annual grant. Annual option grants become vested within one year of grant date and have an exercise price equal to the fair market value of the common stock on the date of grant, a maximum term of seven years from the date of grant and a post-termination exercise period of 12 months following the date of the non-employee director’s cessation of service on account of the director’s death. Annual RSU grants vest in full upon the director’s completion of one year of service as a non-employee director from the date of grant. Notwithstanding the foregoing, annual RSU grants will immediately vest upon (i) a non-employee director’s cessation of service as a non-employee director by reason of death or permanent disability, or (ii) upon a change in control or hostile take-over of the Company (as defined in the 2014 Plan).

Option and RSU Grants to Non-Employee Directors During Fiscal Year 2017

During fiscal year 2017, the following non-employee directors were granted options to purchase shares of common stock and RSUs. All option and RSU grants listed below were made under the 2014 Plan.

	Stock Options				RSUs
Director	Number of Shares Underlying Options Granted	Grant Date	Exercise Price Per Share		Number of Shares Underlying Stock Awards (RSUs) Granted	Grant Date
Dr. Behzad Aghazadeh	—	—	—		—	—
Jason M. Aryeh (1)	22,500	1/8/2017	$	3.73
Scott Canute	—	—	—		—	—
Dr. Geoff Cox (1)	22,500	1/8/2017	$	3.73
Robert Forrester (1)	22,500	1/8/2017	$	3.73	—	—
Peter Barton Hutt
Dr. Khalid Islam	—	—	—		—	—
Brian A. Markison (2)
Bob Oliver	22,500	1/8/2017	$	3.73	—	—
Mary E. Paetzold (3)
Don C. Stark (3)	—	—	—		—	—

(1) Mr. Aryeh, Dr. Cox, Mr. Forrester, and Mr.Oliver were appointed to the Board of Directors on January 8, 2017 and served until the 2016 Annual Meeting of Stockholders.

(2) As of June 30, 2017, Mr. Markison had, in the aggregate, 123,309 outstanding stock options.

(3) Ms. Paetzold and Mr. Stark resigned from the Board of Directors on January 8, 2017.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

OWNERSHIP OF OUR COMMON STOCK

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of June 30, 2017 for: (i) the executive officers named in the “ Summary Compensation Table ” on page 21 of this annual report; (ii) each of our directors; (iii) all of our current directors and executive officers as a group; and (iv) each stockholder known by us to own beneficially more than five percent (5%) of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to the securities.

The SEC deems shares of common stock that may be acquired by an individual or group within 60 days of June 30, 2017 pursuant to the exercise of options, warrants or other convertible securities to be outstanding for the purpose of computing the percentage ownership of such individual or group, but such securities are not deemed to be outstanding for the purpose of computing the percentage ownership of any other stockholder shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage ownership is based on110,309,918 shares of common stock outstanding on June 30, 2017.

Name of beneficial owner**	Number of shares	Percentage of common stock
Dr. Behzad Aghazadeh(1)	10,488,076	9.5	%
Scott Canute	—	*
Dr. David M. Goldenberg(2)	6,890,044	6.2	%
Peter Barton Hutt	—	*
Dr. Khalid Islam	—	*
Brian A. Markison(3)	207,487	*
Cynthia L. Sullivan(4)	6,984,710	6.3	%
Michael R. Garone(5)	10,000	*
All Directors and Executive Officers as a group (8 persons)(6)	7,732,531	6.6	%
venBio Select Advisor LLC(7)	10,488,076	9.5	%
120 West 45th Street, Suite 2802 New York, NY 10036
BlackRock Institutional Trust Company, N.A. Inc.(8)	7,710,426	7.0	%
55 East 52nd Street New York, NY 10055
T. Rowe Price Associates, Inc.(9)	5,967,762	5.4	%
100 E. Pratt Street
Baltimore, MD 21289

*	Represents beneficial ownership of less than 1% of our outstanding shares of common stock.

** Except as noted, the address of each of person listed in the above table is c/o Immunomedics, Inc., 300 The American Road, Morris Plains, New Jersey 07950. All information in the table is based upon reports filed with the SEC or upon the 2016 Questionnaire for Directors, Officers and Five Percent Stockholders submitted to us in connection with the preparation of this annual report.

(1) Consists of shares held on behalf of accounts managed by venBio Select Advisor LLC, a Delaware limited liability company (the “Investment Manager”) and venBio Select Fund LLC, a Delaware limited liability company, a fund managed by the Investment Manager. Dr. Aghazadeh serves as the portfolio manager and controlling person of the Investment Manager. Dr. Aghazadeh and the Investment Manager expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest in such securities.

(2) Consists of (i) 1,765,119 shares held by Dr. Goldenberg; (ii) 214,129 shares held by Ms. Sullivan, Dr. Goldenberg’s wife; (iii) 635,935 shares held jointly by Dr. Goldenberg and Ms. Sullivan; (iv) 1,000,000 shares held by Dr. Goldenberg as beneficial owner of three grantor retained annuity trusts; (v) 1,933,783 shares held by the David M. Goldenberg Millennium Trust; (vi) 34,725 shares held by our majority-owned subsidiary, IBC Pharmaceuticals, Inc., of which Dr. Goldenberg is a director; (vii) 5,500 shares as to which Ms. Sullivan has voting or dispositive power as custodian of her children or as trustee for a trust for their benefit; (viii) 405,698 shares subject to stock options granted to Dr. Goldenberg which are exercisable currently or within 60 days of June 30, 2017; (ix) 610,369 shares subject to stock options granted to Ms. Sullivan which are exercisable currently or within 60 days of June 30, 2017; (x) 35,334 shares as to which Dr. Goldenberg has sole voting power pursuant to an agreement with Hildegard Gruenbaum Katz (his former wife); and (xi) 249,452 shares held by David M. Goldenberg Dynasty Trust. Dr. Goldenberg disclaims beneficial ownership with respect to an aggregate of 3,083,292 shares as listed in items (ii), (v), (vi), (vii), (ix), (x) and (xi) of the previous sentence.

(3) Consists of 84,178 shares held directly by Mr. Markison, and 123,309 shares subject to stock options exercisable currently or within 60 days of June 30, 2017.

(4) Consists of (i) 214,129 shares held by Ms. Sullivan; (ii) 1,765,119 shares held by Dr. Goldenberg, Ms. Sullivan’s husband; (iii) 635,935 shares held jointly by Dr. Goldenberg and Ms. Sullivan; (iv) 1,000,000 shares held as a trustee of three grantor retained annuity trusts for the benefit of Dr. Goldenberg; (v) 1,933,783 shares held by the David M. Goldenberg Millennium Trust; (vi) 34,725 shares held by IBC Pharmaceuticals, Inc., of which Ms. Sullivan is President; (vii) 5,500 shares to which Ms. Sullivan has voting or dispositive power as custodian of her children or as trustee for a trust for their benefit; (viii) 405,698 shares subject to stock options granted to Dr. Goldenberg which are exercisable currently or within 60 days of June 30, 2017; (ix) 610,369 shares subject to stock options granted to Ms. Sullivan which are exercisable currently or within 60 days of June 30, 2017; (x) 130,000 shares held as trustee of Escalon Foundation; and (xi) 249,452 shares held by David M. Goldenberg Dynasty Trust. Ms. Sullivan disclaims beneficial ownership with respect to an aggregate of 3,590,494 shares as listed in items (ii), (iv), (vi), (vii), (viii), (x) and (xi) of the previous sentence.

(5) Consists of 10,000 shares subject to stock options exercisable currently or within 60 days of June 30, 2017.

(6) See footnotes 1-5 above regarding shares subject to stock options exercisable currently or within 60 days of June 30, 2017 and restricted stock units which will vest within 60 days of June 30, 2017.

(7) This information is based solely on a Form 13F report by venBio Select Advisor LLC for the quarter ended June 30, 2017. The securities reported are held on behalf of accounts managed by venBio Select Advisor LLC, a Delaware limited liability company (the “Investment Manager”) and venBio Select Fund LLC, a Delaware limited

liability company, a fund managed by the Investment Manager. Dr. Aghazadeh serves as the portfolio manager and controlling person of the Investment Manager. Dr. Aghazadeh and the Investment Manager expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest in such securities.

(8) This information is based solely on a Form 13F report by BlackRock, Inc. for the quarter ended June 30, 2017. BlackRock, Inc. is the parent holding company of certain institutional investment managers. For purposes of the reporting requirements under Section 13(f) of the Securities Exchange Act of 1934 (the Act), and the rules promulgated thereunder, BlackRock, Inc. itself does not exercise, and therefore disclaims, investment discretion with respect to any Section 13(f) securities positions over which its investment operating subsidiaries exercise such discretion. To the extent, however, that BlackRock Inc.’s ownership interest in such subsidiaries may nevertheless give rise to a Form 13F obligation on behalf of BlackRock, Inc., the information required by Form 13F is reported herein on behalf of all such subsidiaries.

(9) This information is based solely on a Form 13F report by T Rowe Price Associates, Inc. for the quarter ended June 30, 2017.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information with respect to our compensation plans under which equity compensation is authorized as of June 30, 2017.

	Number of securities to be
	issued upon vesting of	Weighted-average		Number of securities
	restricted shares and	exercise price of		remaining available for
	exercise of outstanding	outstanding options		future issuance under
Plan Category	options and rights	and rights		equity compensation plans
Equity compensation plans approved by security holders(1)	4,724,569	$	3.45	9,540,417
Equity compensation plans not approved by security holders	—	—		—
Total	4,724,569	$	3.45	9,540,417

(1) Refers to the 2014 Plan.

Item 13. Certain Relationships and Related Transactions and Director Independence

Review and Approval of Related Person Transactions

Our Code of Business Conduct has certain policies and procedures for the review, approval or ratification of transactions involving us and any executive officer, director, director nominee, 5% stockholder and certain of their immediate family members (each of whom we refer to as a “related person”). The policy and procedures cover any transaction involving a related person (a “related person transaction”) in which the related person has a material interest and which does not fall under an explicitly stated exception set forth in the applicable disclosure rules of the SEC.

Any proposed related person transaction must be reported to the Company’s President and Chief Executive Officer or the Vice President of Finance and Chief Financial Officer (the “Compliance Officers”). The policy calls for the transaction to be reviewed by the Compliance Officer and, if deemed appropriate, approved by the Board of Directors of the Company (or an authorized committee of the Board of Directors). The transaction should be approved in advance

whenever practicable. If not practicable, the Compliance Officers and, if deemed appropriate, the Board of Directors, will review, and may, if deemed appropriate, ratify the related person transaction.

A related person transaction will be considered approved or ratified if it is authorized by the Compliance Officers and the Board of Directors of the Company (or an authorized committee of the Board of Directors) after full disclosure of the related person’s interest in the transaction. In considering related person transactions, the Compliance Officers and the Board of Directors (or an authorized committee of the Board of Directors) will consider any information considered material to investors and the following factors:

· the related person’s interest in the transaction;

· the approximate dollar value of the transaction;

· whether the transaction was undertaken in the ordinary course of our business;

· whether the terms of the transaction are no less favorable to us than terms that we could have
reached with an unrelated third party; and

· the purpose and potential benefit to us of the transaction.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain of our affiliates, including members of our senior management and Board of Directors, as well as their respective family members and other affiliates, have relationships and agreements among themselves as well as with us and our affiliates, that create the potential for both real, as well as perceived, conflicts of interest. These include Dr. David M. Goldenberg, our Chief Scientific Officer, Chief Patent Officer, and former Chairman , Ms. Cynthia L. Sullivan, a director and the former President and Chief Executive Officer, who is the wife of Dr. David M. Goldenberg, and certain companies with which we do or has done business with, including the Center for Molecular Medicine and Immunology (“CMMI”), which has ceased operations, and IBC, the Company’s majority-owned subsidiary.

Dr. David M. Goldenberg

Dr. David M. Goldenberg founded Immunomedics in 1982 and was our Chairman of the Board of Directors through April 4, 2017. He continues to play a critical role in our business and currently serves as the Chief Scientific Officer and Chief Patent Officer . Dr. Goldenberg is a party to a number of agreements with our Company involving not only his services, but also intellectual property owned by him.

Relationships with The Center for Molecular Medicine and Immunology

Our product development has involved, to varying degrees, CMMI, for the performance of certain basic research and patient evaluations, the results of which were made available to us pursuant to a collaborative research and license agreement. Dr. Goldenberg was the founder, President and a member of the Board of Trustees of CMMI.

In fiscal years ended June 30, 2017, 2016 and 2015 we incurred $6 thousand, $27 thousand, and $33 thousand, respectively, of legal expenses for patent-related matters for patents licensed to Immunomedics from CMMI . However, any inventions made independently of us at CMMI are the property of CMMI. CMMI has ceased operations and is in the process of dissolution.

IBC Pharmaceuticals

IBC Pharmaceuticals, Inc. (“IBC”) is a majority-owned subsidiary of Immunomedics.

As of June 30, 2017, the shares of IBC were held as follows:

Stockholder	Holdings	Percentage of Total
Immunomedics, Inc.	5,615,124 shares of Series A Preferred Stock	73.46	%
Third Party Investors	628,282 shares of Series B Preferred Stock	8.22	%
David M. Goldenberg Millennium Trust	1,399,926 shares of Series C Preferred Stock	18.32	%
		100.00	%

In the event of a liquidation, dissolution or winding up of IBC, the Series A, B and C Preferred Stockholders of IBC would be entitled to $0.6902, $5.17 and $0.325 per share (subject to adjustment), respectively. The Series A and B stockholders would be paid ratably until fully satisfied. The Series C stockholders would be paid only after the Series A and B stockholders have been fully repaid. These liquidation payments would be made only to the extent the assets of IBC are sufficient to make such payments.

In each of the fiscal years 2017, 2016, and 2015, Dr. Goldenberg received $41 thousand, $87 thousand, and $84 thousand, respectively, in compensation for his services to IBC. At June 30, 2017, Dr. Goldenberg was a director of IBC, and Cynthia L. Sullivan served as the President of IBC .

Independence of Non-Employee Directors

Good corporate governance requires that a majority of the Board of Directors consist of members who are “independent.” There are different measures of director independence—independence under listing standards of the NASDAQ Global Market, under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and under Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board of Directors has recently reviewed information about each of our non-employee directors and determined that each of Dr. Behzad Aghazadeh, Mr. Scott Canute, Mr. Peter Barton Hutt, Dr. Khalid Islam, and Mr. Brian A. Markison are deemed “independent” under applicable law and the listing standards of the NASDAQ Global Market, and accordingly, we have a majority of independent directors on our Board.

Item 14. Principal Accounting Fees and Services.

Fees of Our Independent Registered Public Accounting Firm

The following table sets forth the fees billed by KPMG LLP for professional services rendered for the audit of our fiscal 2017 financial statements and the fees billed in fiscal 2017 for the other services listed below.

	2017		2016
Audit Fees(1)	$	539,000	$	387,250
Audit-related Fees(2)	30,000		30,000
Tax Fees	—		—
All Other Fees(3)	—		1,650
Total	$	569,000	$	418,900

(1) Audit fees represent fees billed for professional services rendered for the audit of our consolidated annual financial statements, audit of internal controls over financial reporting, review of interim consolidated financial statements, comfort letters, consents and accounting and reporting consultations.

(2) Audit-related fees represent audit of schedule of grant expenditures related to the proceeds received from the U.S. Department of Health and Human Services and the U.S. Department of Defense.

(3) All other fees represent subscription fees for an online accounting research tool.

Disagreements with Accountants on Accounting and Financial Disclosure

None.

Appointment of Independent Registered Public Accounting Firm and Pre-Approval of Audit and Non-Audit Services

The Audit Committee charter requires approval of all audit services to be performed by our independent registered public accounting firm.

Prior to engaging KPMG LLP to render the above services, and pursuant to its charter, the Audit Committee approved the engagement for each of the services and determined that the provision of such services by the independent registered public accounting firm was compatible with the maintenance of KPMG LLP’s independence in the conduct of its auditing services.

The Audit Committee will use the following procedures for the pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm.

Before engagement of the independent registered public accounting firm for the next year’s audit, the independent registered public accounting firm will submit a detailed description of services expected to be rendered during that year within each of four categories of services to the Audit Committee for approval.

1. Audit Services include audit work performed on the financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and/or reporting standards.

2. Audit-Related Services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits and special procedures required to meet certain regulatory requirements.

3. Tax Services include all services, except those services specifically related to the audit of the financial statements, performed by the independent registered public accounting firm’s tax personnel, including tax analysis; assisting with coordination of execution of tax related activities, primarily in the area of corporate development; supporting other tax related regulatory requirements; and tax compliance and reporting.

4. Other Services are those associated with services not captured in the other categories.

Prior to engagement, the Audit Committee pre-approves independent registered public accounting firm services within each category. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit

Committee at its next scheduled meeting. The Audit Committee has delegated the Audit Committee Chairperson pre-approval authority of up to $25,000.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Documents filed as part of this Report:

Documents filed or furnished as part of this Amendment No. 1 to Form 10-K/A:

1. Financial Statements:

None required.

2. Financial Statements Schedules:

None required.

3. List of Exhibits:

The exhibits that are required to be filed or incorporated by reference herein are listed in the Exhibit Index.

EXHIBIT LIST

Exhibit No.		Description
10.1*		Termination Agreement, dated May 4, 2017, by and between the Company and Seattle Genetics, Inc.
31.1*		Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMMUNOMEDICS, INC.

Date: September 18, 2017	By:	/s/ MICHAEL R. GARONE
		Michael R. Garone
		Principal Chief Executive Officer, Vice President Finance, and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Dr. BEHZAD AGHAZADEH	Chairman of the Board, Director	September 18, 2017
Dr. Behzad Aghazadeh

/s/ Dr. KHALID ISLAM	Director	September 18, 2017
Dr. Khalid Islam

/s/ SCOTT CANUTE	Director	September 18, 2017
Scott Canute

/s/PETER BARTON HUTT	Director	September 18, 2017
Peter Barton Hutt

/s/BRIAN A. MARKISON	Director	September 18, 2017
Brian A. Markison

	Director
David M. Goldenberg

	Director
Cynthia L. Sullivan

/s/MICHAEL R. GARONE	Principal Executive Officer, Vice President Finance and Chief Financial	September 18, 2017
Michael R. Garone	Officer (Principal Financial and Accounting Officer)

Exhibit 10.1

EXECUTION VERSION

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Termination Agreement” ) is made and entered into effective as of the Termination Effective Date by and between IMMUNOMEDICS, INC. , a Delaware corporation ( “IMMU” ), and SEATTLE GENETICS, INC. , a Delaware corporation ( “SGEN” ). Each of IMMU and SGEN may be referenced herein individually as a “Party” and collectively as the “Parties” .

RECITALS

WHEREAS, the Parties previously entered into that certain Development and License Agreement, dated February 10, 2017 (the “ License Agreement ”);

WHEREAS, the Parties now desire to terminate such License Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of these premises and other terms and conditions set forth herein, the Parties agree as follows:

1 DEFINITIONS

1.1 Each capitalized term used herein, but not defined, shall have the meaning as specified in the License Agreement.

1.2 In addition, the following terms have the meanings set forth below:

1.2.1 “ Claims ” means all past and present disputes, claims, controversies, demands, rights, obligations, liabilities, actions and causes of action of every kind and nature, including without limitation (a) any unknown, unsuspected or undisclosed claim; (b) any claim or right that may be asserted or exercised in a capacity as a stockholder, director, officer or employee , or in any other capacity; and (c) any claim, right or cause of action based upon any breach of any express, implied, oral or written contract or agreement.

1.2.2 “ Released Claims ,” when used herein with respect to a Party or any of its Related Persons, means and includes each and every Claim that in any way relates to or arises under the License Agreement, or the process and negotiations leading up to the License Agreement, the Stock Purchase Agreement, the Registration Rights Agreement, the Warrant, or the Warrant Certificate including the facts alleged in the case captioned venBio Select Advisor LLC v. Goldenberg , 2017-0180-JTL (Del. Ch.) (the “ Action ”), that such Party or any of its Related Persons may have had in the past or may now have against the other Party or its Related Persons; provided , however, that the Released Claims shall exclude any and all rights to seek and obtain enforcement of, or a remedy arising out of the breach or non-performance of, any representation, warranty, covenant or agreement set forth in or any obligation provided for in this Termination Agreement (including any of the surviving provisions of the License Agreement set forth in Section 2.3 below), the Stock Purchase Agreement, the Registration Rights Agreement, the Warrant, or the Warrant Certificate, in each case as amended (as applicable), from and after the Termination Effective Date.

1.2.3 “ Related Persons ,” when used herein with respect to a Party, means each of such Party’s officers, members, directors, shareholders, successors, predecessors, assigns, representatives,

attorneys, agents, affiliates, employees, parents, subsidiaries, beneficiaries, executors, heirs, administrators, and/or any other person or entity acting under its direction or control.

1.2.4 “ Stock Purchase Agreement ” mean the stock purchase agreement entered into by the Parties on February 10, 2017 whereby SGEN purchased 3,000,000 shares of IMMU Common Stock.

1.2.5 “ Warrant ” means the warrant agreement relating to the warrant to purchase up to 8,655,804 shares of Common Stock, dated February 16, 2017, by and between IMMU and Broadridge Corporate Issuer Solutions, Inc. (the “ Warrant Agent ”)

1.2.6 “ Warrant Certificate ” means the warrant certificate, dated as of February 16, 2017, by and between IMMU and the Warrant Agent, issued in favor of SGEN.

2 EFFECTIVE DATE AND TERMINATION

2.1 This Termination Agreement is expressly conditioned on the dismissal with prejudice of the Action by the Delaware Court of Chancery as against SGEN, and shall be effective as of the date the dismissal with prejudice of the Action as against SGEN becomes final (the “ Termination Effective Date ”).

2.2 Upon the Termination Effective Date, the License Agreement shall automatically terminate, subject to the terms of this Termination Agreement.

2.3 Except as expressly set forth in this Termination Agreement, as of the Termination Effective Date, each Party shall no longer have any rights or obligations under the License Agreement, and all rights granted or transferred, or intended or purported to be granted or transferred, by IMMU in the License Agreement with respect to Regulatory Approvals, Regulatory Materials, Licensed Products, Licensed Molecules, Transferred Materials, Company Patents, or Company Know-How automatically revert back to IMMU. Notwithstanding the foregoing, the following provisions of the License Agreement shall survive termination: Sections 11.1 (modified with respect to IMMU-132 Information as described in Section 14.4(a) of the License Agreement), 11.2 (other than subsections (a) and (b), which shall not survive, and replacing each reference to “this Agreement” in Section 11.2 with “this Termination Agreement”), 11.3 (other than the fourth sentence thereof), 12.3 (solely for purposes of Section 4.4 below), 13.3, 14.4(a) (subject to Section 3.1 of this Termination Agreement), and 14.5(l), and Article 15; provided that Sections 11.1 and 11.3 shall not limit either Party from disclosing or using any Confidential Information of the other Party in connection with any transaction involving the other Party.

2.4 Without limiting Section 2.3 above, each Party agrees that, as of the Termination Effective Date: (a) it is owed no further payments or reimbursements under the License Agreement; (b) the Effective Date of the License Agreement never occurred and therefore no licenses described in the License Agreement ever became effective; and (c) under no circumstances will the licenses under the License Agreement become effective in the future.

2.5 In the event that the Court declines to dismiss the Action against SGEN, or if the Termination Effective Date does not occur on or before October 1, 2017, any Party may terminate this Termination Agreement upon written notice to the other Party. Upon termination, this Agreement shall be null and void and of no further effect.

3 OTHER AGREEMENTS OF THE PARTIES

3.1 From and after the Termination Effective Date, each Party shall comply with its obligations under Section 14.4(a) of the License Agreement, it being understood that (i) as an alternative to returning the specified records and materials, either Party can elect to destroy such records and materials after the date that any judgment or dismissal of the Action becomes final and certify such destruction in writing to the other Party; (ii) the obligation to return or destroy shall not apply to electronic copies of such records and materials that are created pursuant to automatic archiving or back-up procedures on secured central storage servers and cannot reasonably be deleted; and (iii) neither Party retains any rights or licenses to any of the other Party’s Confidential Information. Notwithstanding Section 14.4(a) of the License Agreement, neither Party shall be permitted to retain archival copies of the other Party’s Confidential Information (other than copies, summaries, or extracts of the terms of the License Agreement, including, without limitation, drafts thereof and copies of any term sheets and communications used or made in the negotiation thereof, and except as provided in Section 3.1(ii) above). Notwithstanding the foregoing, any materials produced by any Party in the Action shall be governed solely by the terms of the confidentiality order entered in the Action.

3.2 From and after the Termination Effective Date, IMMU shall have the rights described in Section 14.5(l) of the License Agreement.

3.3 Notwithstanding anything to the contrary in the License Agreement, Section 14.5 of the License Agreement shall not apply, except as set forth in Sections 3.2 above.

3.4 On the same date that this Termination Agreement is executed, the agreement attached hereto as Exhibit A shall be executed and delivered to Seattle Genetics.

3.5 IMMU acknowledges that, notwithstanding the termination of the License Agreement, SGEN will retain ownership of the Three Million Shares (3,000,000) of IMMU’s common stock, par value $0.01 per share (“ Common Stock ”), purchased by SGEN pursuant to the Stock Purchase Agreement.

3.6 Within five (5) business days of the Termination Effective Date, IMMU shall (i) execute an amendment to the Warrant (such amendment to be in the form as forth on Exhibit C) with the Warrant Agent (the “Warrant Amendment”), (ii) execute an amendment to the Warrant Certificate (such amendment to be in the form as set forth on Exhibit D) with the Warrant Agent (the “Warrant Certificate Amendment”) and (iii) deliver the Warrant Amendment and Warrant Certificate Amendment, each as fully executed by both IMMU and the Warrant Agent, to SGEN. IMMU represents and warrants that at the time of their delivery to SGEN pursuant to clause (iii) above, each of the Warrant Amendment and Warrant Certificate Amendment shall have been duly authorized, executed and delivered by IMMU and, assuming due authorization, execution and delivery thereof by the Warrant Agent, constitute a valid and legally binding obligation of IMMU enforceable against IMMU in accordance with its terms.

3.7 For purposes of clarity, the Parties hereby acknowledge and agree that (i) the Standstill Letter Agreement, entered into by and between SGEN and IMMU, dated November 16, 2016, and (ii) the Confidential Information Agreement, entered into by and between SGEN and IMMU, dated as of

June 3, 2016 (the “Confidential Information Agreement”) are both terminated and of no further force and effect.

3.8 Neither Party shall make, permit any of its directors, officers, employees, or agents to make, or knowingly encourage any other person or entity to make, any public or private statement relating the License Agreement, its negotiation, or its termination, or relating to the litigation described in Section 1.2.2 above, whether written or oral, that disparages, defames, is derogatory about, or misrepresents the rights or actions of the other Party or any of its directors, officers, employees, or agents. The Parties expressly agree that this provision does not apply with respect to statements made by any Party in litigation relating to the same subject matter.

3.9 From and after the Termination Effective Date, the Parties have agreed to modify the terms of that certain Registration Rights Agreement between the Parties, dated as of February 10, 2017 (the “ Registration Rights Agreement ”), as follows:

3.9.1 All references in Section 2.1(a) of the Registration Rights Agreement to “one hundred twenty (120)” shall be replaced with “one hundred eighty (180)”, and all references to “one hundred eighty (180)” shall be replaced with “two hundred forty (240)”.

3.9.2 All references in Section 2.1(b)(i) of the Registration Rights Agreement to “one hundred twenty (120)” shall be replaced with “one hundred eighty (180)”.

3.9.3 All references in Section 2.1(b)(ii) of the Registration Rights Agreement to “one hundred eighty (180)” shall be replaced with “two hundred forty (240)”.

4 RELEASE AND DISCHARGE; INDEMNIFICATION

4.1 Effective on the Termination Effective Date, each Party, on behalf of itself and, to the fullest extent permitted by law, each of its Related Persons, hereby irrevocably, unconditionally and completely releases and discharges the other Party (along with such other Party’s Related Persons) from, and hereby irrevocably, unconditionally and completely waives and relinquishes, each and every Released Claim.

This Termination Agreement shall be effective as a general release of all Released Claims.

4.2 The Parties agree that this Termination Agreement is made without admission of wrongdoing or wrongful intent on the part of any Party, and nothing in this Termination Agreement shall be construed as an admission of any such wrongful act, whether negligent, intentional or otherwise, or any such wrongful intent towards any Party or otherwise.

4.3 Each Party hereby represents and warrants to the other Party that, as of the date this Termination Agreement is executed and continuing through to the Termination Effective Date: (a) it is fully entitled and duly authorized to give the respective releases contained herein; and (b) it has not assigned any of the rights or causes of action released herein.

4.4 Each Party shall defend, indemnify, and hold the other Party and its Affiliates and their respective officers, directors, employees, and agents (the “ Indemnitees ”) harmless from and against any and all Third Party claims, suits, proceedings, damages, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “ Losses ”) to the extent that such Losses arise out of such Party’s breach of any representation or warranty made in Section 4.3 above. The

procedure set forth in Section 12.3 of the License Agreement will apply to any indemnity under this Section 4.4.

4.5 The obligations incurred pursuant to this Termination Agreement shall be in full and final disposition of the Released Claims. It is the intention of the Parties that the releases set forth herein eliminate all further risk and liability relating to the Released Claims, and that the Termination Agreement shall be a final and complete resolution of all disputes asserted or which could be or could have been asserted with respect to the Released Claims, including without limitation any third party claims for contribution in accordance with 10 Del. C. §6304 and any similar laws or statutes. Each party agrees pursuant to 10 Del. C. §6304(b) that the damages recoverable against any other alleged joint tortfeasor will be reduced to the extent of the pro rata shares, if any, of any person or entity released by this Termination Agreement.

5 COSTS

5.1 Each Party shall be responsible for its costs and expenses (including legal fees) incurred on its behalf in connection with the all matters included within the Released Claims as well as the negotiation and preparation of this Termination Agreement.

5.2 Each Party shall bear its own costs for performing any obligations described in this Termination Agreement.

6 CONFIDENTIALITY

6.1 The terms of this Termination Agreement shall be treated as Confidential Information of both Parties according to Sections 11.1, 11.2, and 11.3 of the License Agreement (which shall survive the termination of the License Agreement as and to the extent provided in Section 2.3 above); provided, however, that the Parties’ non-disclosure and non-use obligations for such terms of the Termination Agreement shall continue until the ten (10) year anniversary of the Termination Effective Date; provided, further that such non-disclosure and non-use obligations shall not limit either Party from disclosing or using any Confidential Information of the other Party in connection with any transaction involving the other Party.

6.2 Subject to Section 4, the Parties agree that this Termination Agreement in no way interferes with or limits the right of any person, including, but not limited to, IMMU, SGEN, and venBio Select Advisor LLC (“venBio”), to pursue claims against any other person or persons except as expressly provided herein or in the agreement entered into by IMMU, SGEN and venBio in the form of Exhibit A.

6.3 Notwithstanding anything in this Termination Agreement, the License Agreement or the Confidential Information Agreement, nothing in this Termination Agreement, the License Agreement, or the Confidential Information Agreement shall be construed to limit (i) the disclosing Party’s, the receiving Party’s, or any of their respective Affiliates’ or representatives’ rights to independently develop or acquire products, services, or technology without use of the other Party’s Confidential Information or (ii) either Party from disclosing or using any Confidential Information of the other Party in connection with any transaction involving the other Party. Further, notwithstanding anything in this Termination Agreement, the License Agreement or the Confidential Information Agreement, the receiving Party shall be free to use for any purpose any

residuals resulting from consideration of the disclosing Party’s Confidential Information; provided that the receiving Party shall not disclose the disclosing Party’s Confidential Information except as expressly permitted pursuant to the terms herein (it being understood that either Party may disclose or use any Confidential Information of the other Party in connection with any transaction involving the other Party). The term “residuals” means information in intangible form, which is retained in memory by persons who have had access to Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither the receiving Party nor any of its Affiliates or representatives shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work or inventions resulting from the use of residuals. However, this Section 6.3 shall not be deemed to grant to the receiving Party a license, whether express or implied, under the disclosing Party’s trademarks, copyrights, or Patents. The disclosing Party understands and acknowledges that the receiving Party and/or its Affiliates or representatives may currently or in the future be developing information, knowledge, or technology internally, or obtaining information, knowledge or technology from other persons, that may be similar to information, knowledge, or technology contained or reflected in the disclosing Party’s Confidential Information. In addition, the disclosing Party understands and acknowledges that the receiving Party and/or its Affiliates or representatives may have, or in the future may enter into, relationships with other persons having pre-existing relationships with the disclosing Party and/or its Affiliates or representatives. Provided that each Party complies with its obligations contained herein, and except as otherwise expressly provided herein, none of this Termination Agreement, the License Agreement, or the Confidential Information Agreement shall in any way limit, restrict, or preclude either Party from pursuing any of its present or future business activities or interests or from entering into any agreement or transaction with any Person, regardless of whether such business activities or interests are competitive with the business activities or interests of the other Party and regardless of whether the subject matter of any such agreement or transaction is in any way similar to the transaction contemplated by the License Agreement and/or any Confidential Information.

7 COMMUNICATION; NON-USE OF NAME AND LOGO

7.1 Any press release, public announcement and other public communication regarding the License Agreement and this Termination Agreement (including the agreement contemplated by Exhibit A hereto) must be coordinated between the Parties and is subject to mutual consent prior to release, except to the extent required by Applicable Law, including without limitation by the rules or regulations of the U.S. Securities and Exchange Commission or similar regulatory agency in a country other than the U.S. or the rules of any stock exchange or Nasdaq. Notwithstanding the foregoing, either Party shall be entitled to communicate and answer inquiries regarding the termination of the License Agreement in accordance with the statement set forth in Exhibit B ; provided that no Party may make any public disclosures regarding the Termination Agreement until after 5:00 A.M. Eastern Daylight Time on May 5, 2017.

7.2 The Parties shall promptly, but no later than five business days after the Termination Effective Date, remove all references to the other Party’s name and logo from its websites, presentations, and promotional material and neither Party may use the name, trademarks, trade names or logo of the other Party, without the express written consent of the other Party, except to the extent required by Applicable Law, including without limitation by the rules or regulations of the U.S. Securities and

Exchange Commission or similar regulatory agency in a country other than the U.S. or the rules of any stock exchange or Nasdaq.

8 MISCELLANEOUS

8.1 Article 15 of the License Agreement shall apply in case of disputes and controversies in relation to this Termination Agreement.

8.2 This Termination Agreement and the surviving provisions of the License Agreement set forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof. No subsequent alteration, amendment, change or addition to this Termination Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party.

8.3 Neither Party may assign or transfer this Termination Agreement or any rights or obligations hereunder without the prior written consent of the other, except that a Party may make such an assignment or transfer without the other Party’s consent to its Affiliates or to a Third Party successor to substantially all of the business of such Party to which this Termination Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. Any permitted assignment shall be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 8.3 shall be null, void and of no legal effect.

8.4 This Termination Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute together the same document. The Parties agree that signatures transmitted by electronic means (e.g. facsimile or a scanned version of the executed agreement in PDF format attached to an e-mail) shall bind the Parties.

[Signature Page Follows]

IN WITNESS WHEREOF , the Parties hereto have executed this Termination Agreement as of the dates set forth below (but which Termination Agreement shall be effective as of the Termination Effective Date).

IMMUNOMEDICS, INC.		SEATTLE GENETICS, INC.


By:	/s/ Michael R. Garone	By:	/s/ Clay B. Siegall

Name:	Michael R. Garone	Name:	Clay B. Siegall

Title:	Vice President, Finance & CFO	Title:	President & CEO

Date:	May 4, 2017	Date:	May 4, 2017

Exhibit A

AGREEMENT

This Agreement, dated as of May 4, 2017 (the “Agreement Date”), is entered into among venBio Select Advisor, LLC (“venBio”), Seattle Genetics, Inc. (“Seattle Genetics”), and Immunomedics, Inc. (“Immunomedics,” and together with Seattle Genetics and venBio, the “Parties”).

WHEREAS , venBio asserted claims against Seattle Genetics and others on February 13, 2017 in the case captioned venBio Select Advisor LLC v. Goldenberg , 2017-0180-JTL (Del. Ch.) (the “Action”); and

WHEREAS , venBio has determined, and Immunomedics recognizes, that the Termination Agreement between Immunomedics and Seattle Genetics (the “Termination Agreement”) will render the claims asserted by venBio against Seattle Genetics in the Action moot and/or otherwise unsuitable for further pursuit; and

WHEREAS , the Parties wish to resolve the Action as it relates to Seattle Genetics,

NOW, THEREFORE , the Parties agree as follows:

1. Each capitalized term used herein, but not defined, shall have the meaning as specified in the License Agreement or the Termination Agreement.

2. Within three business days of the Agreement Date, the Parties agree that venBio and Immunomedics shall seek to voluntarily dismiss with prejudice all claims against Seattle Genetics in the Action in accordance with Delaware Court of Chancery Rules.

3. venBio expressly reserves the right to seek an award of attorneys’ fees and reimbursement of expenses from Immunomedics based upon the benefits conferred to Immunomedics and its stockholders through the Action. venBio reserves the right to negotiate such an award with Immunomedics, and if successful, (i) to the extent the Status Quo Order is still in effect in Goldenberg v. Aghazadeh , C.A. No. 2017-0163-JTL (Del. Ch.) (the “225 Action”), Immunomedics will seek Court approval of such agreed fees and expenses, or (ii) if the Status Quo Order is no longer in effect, Immunomedics and venBio will advise the Court that they have reached an agreement with respect to such fees and expenses, and Immunomedics will provide notice of such agreement through a Form 8-K filing. Seattle Genetics will take no position on any of these issues.

4. Effective as of the Termination Effective Date, except for the obligations to be performed under this Agreement, venBio on behalf of itself and, to the fullest extent permitted by law, each of its officers, members, directors, shareholders, successors, predecessors, assigns, representatives, attorneys, agents, affiliates, employees, parents, subsidiaries, beneficiaries, executors, heirs, administrators, and/or any other person or entity acting under its direction or control (collectively, the “venBio Parties”), hereby releases, acquits, and forever discharges Seattle Genetics and its officers, directors, shareholders, successors, predecessors, assigns,

representatives, attorneys, agents, affiliates, employees, parents, subsidiaries, beneficiaries, executors, heirs, administrators, and/or any other person or entity acting under the direction, control, or on behalf of Seattle Genetics (the “SeaGen Releasees”) from and against any and all debts, demands, actions, suits, damages, losses, sanctions, obligations, costs, claims, and/or causes of action, whether known or unknown, direct or derivative, asserted or unasserted, past or present, suspected or unsuspected, liquidated or unliquidated, arising in common law, by statute or by equity, based on contract, tort, or otherwise, or any other form of injury that the venBio Parties now have or ever had against the SeaGen Releasees arising out of or relating to the License Agreement, Stock Purchase Agreement, Registration Rights Agreement, the Warrant and/or the Warrant Certificate (in each case as amended, as applicable) and the process and negotiations leading up to the License Agreement, Stock Purchase Agreement, Registration Rights Agreement, the Warrant and/or the Warrant Certificate (in each case as amended, as applicable), the underlying transactions between Seattle Genetics and Immunomedics, and/or all matters relating to or that were or could have been raised in the Action and/or the commencement, prosecution, or settlement of the Action from the beginning of time until the date of this Agreement (the “Released venBio Claims”).

5. Effective as of the Termination Effective Date, except for the obligations to be performed under this Agreement, Seattle Genetics on behalf of itself and, to the fullest extent permitted by law, each of its officers, directors, shareholders, successors, predecessors, assigns, representatives, attorneys, agents, affiliates, employees, parents, subsidiaries, beneficiaries, executors, heirs, administrators, and/or any other person or entity acting under the direction, control, or on behalf of Seattle Genetics (collectively, the “SeaGen Parties”) hereby releases, acquits, and forever discharges venBio and each of its officers, members, directors, shareholders, successors, predecessors, assigns, representatives, attorneys, agents, affiliates, employees, parents, subsidiaries, beneficiaries, executors, heirs, administrators, and/or any other person or entity acting under the direction, control, or on behalf of venBio (the “venBio Releasees”) from and against any and all debts, demands, actions, suits, damages, losses, sanctions, obligations, costs, claims, and/or causes of action, whether known or unknown, direct or derivative, asserted or unasserted, past or present, suspected or unsuspected, liquidated or unliquidated, arising in common law, by statute or by equity, based on contract, tort, or otherwise, or any other form of injury that the SeaGen Parties now have or ever had against the venBio Releasees arising out of or relating to the License Agreement, Stock Purchase Agreement, Registration Rights Agreement, the Warrant and/or the Warrant Certificate (in each case as amended, as applicable) and the process and negotiations leading up to the License Agreement, Stock Purchase Agreement, Registration Rights Agreement, the Warrant and/or the Warrant Certificate (in each case as amended, as applicable), the underlying transactions between Seattle Genetics and Immunomedics, all matters relating to or that were or could have been raised in the Action, and/or the commencement, prosecution, or settlement of the Action from the beginning of time until the date of this Agreement (the “Released SeaGen Claims”); provided that the releases in this Section 5 shall not apply to Immunomedics and its Related Persons, the release of which is governed by the Termination Agreement.

6. Each Party represents and warrants that (i) it has the legal power and authority to execute this Agreement and that its signatory has full power and authority to execute the releases on

behalf of such Party and (ii) it has not assigned any of the rights or causes of action released herein.

7. The obligations incurred pursuant to this Agreement shall be in full and final disposition of the Action as it relates to Seattle Genetics, the Released venBio Claims, and the Released SeaGen Claims. It is the intention of the Parties that this Agreement eliminate all further risk and liability relating to the Released venBio Claims and the Released SeaGen Claims, and that this Agreement shall be a final and complete resolution of all disputes asserted or which could be or could have been asserted with respect to the Released venBio Claims and the Released SeaGen Claims, including without limitation any third party claims for contribution in accordance with 10 Del. C. §6304 and any similar laws or statutes. venBio agrees pursuant to 10 Del. C. §6304(b) that the damages recoverable against any alleged joint tortfeasor of the SeaGen Releasees will be reduced to the extent of the pro rata shares, if any, of the SeaGen Releasees.

8. For the avoidance of doubt, except as provided expressly herein, this Agreement does not affect any claims asserted by venBio against any other defendant in the Action.

9. Neither Party shall make, permit any of its directors, officers, employees, or agents to make, or knowingly encourage any other person or entity to make, any public or private statement relating the License Agreement, its negotiation, or its termination, or relating to the Action, whether written or oral, that disparages, defames, is derogatory about, or misrepresents the rights or actions of the other Party or any of its directors, officers, employees, or agents. The Parties expressly agree that this provision does not apply with respect to statements made by any Party in litigation relating to the same subject matter.

10. Any press release, public announcement and other public communication regarding the License Agreement, the Termination Agreement and this Agreement must be coordinated between the Parties and is subject to mutual consent prior to release, except to the extent required by applicable law, including without limitation by the rules or regulations of the U.S. Securities and Exchange Commission or similar regulatory agency in a country other than the U.S. or the rules of any stock exchange or Nasdaq. Notwithstanding the foregoing, either Party shall be entitled to communicate and answer inquiries regarding the termination of the License Agreement in accordance with the statement set forth in Exhibit B to the Termination Agreement; provided that no Party may make any public disclosures regarding the Termination Agreement until after 5:00 A.M. Eastern Daylight Time on May 5, 2017.

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement.

vENBIO SELECT ADVISOR LLC		SEATTLE GENETICS, INC.


By:	/s/ Behzad Aghazadeh	By:	/s/ Clay B. Siegall

Name:	Behzad Aghazadeh	Name:	Clay B. Siegall

Title:	Managing Partner	Title:	President & CEO

IMMUNOMEDICS, INC.


By:	/s/ Michael R. Garone

Name:	Michael R. Garone

Title:	Vice President, Finance & CFO

Exhibit B

Authorized statements by Seattle Genetics:

Periodic/current Reports filed under the Securities Exchange Act of 1934, as amended:

Item 1.01 Entry into a Material Definitive Agreement

On May [ ], 2017, Seattle Genetics, Inc. (the “Company”) entered into a termination agreement with Immunomedics, Inc. (“Immunomedics”) and a settlement agreement with venBio Select Advisors LLC (“venBio”) and Immunomedics. The disclosure included under Item 1.02 below is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement

On February 10, 2017, the Company entered into a development and license agreement (the “License Agreement”) with Immunomedics that provided for the grant to the Company of exclusive worldwide rights to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”) effective upon the closing of the transactions contemplated by the License Agreement. In addition, on February 10, 2017, the Company purchased 3,000,000 shares of Immunomedics common stock at an aggregate purchase price of $14.7 million, and on February 16, 2017, Immunomedics issued the Company a warrant (the “Warrant”) to purchase up to 8,655,804 additional shares of Immunomedics common stock at an initial exercise price of $4.90 per share, which warrant may be exercised until February 10, 2020. On February 13, 2017, the Company was named a co-defendant in a lawsuit filed by venBio in the Delaware Chancery Court (the “Court”) against the members of the board of directors of Immunomedics pursuant to which, among other things, venBio sought to enjoin the closing of the transactions contemplated by the License Agreement. On May [ ], 2017, the Company and Immunomedics, Inc. agreed to terminate the License Agreement and to amend the term of the Immunomedics Warrant, and in connection therewith, Immunomedics and venBio agreed to fully settle, resolve and release the Company, and the Company agreed to fully settle, resolve and release Immunomedics and venBio, from all disputes, claims and liabilities arising from the License Agreement and the transactions contemplated thereby, subject to the terms of the termination agreement and settlement agreement. Under the termination agreement, Immunomedics has agreed to amend the Warrant to be exercisable until the later of December 31, 2017 and the date that is six months following the date that sufficient shares of Immunomedics common stock have been authorized to enable full exercise of the Warrant. The termination agreement between the Company and Immunomedics and the settlement of the venBio lawsuit against the Company remain subject to Court approval of the dismissal of the venBio lawsuit. The termination of the License Agreement will be effective as of the date of the Court approval. Upon the termination agreement becoming effective, Immunomedics will be obligated to amend the term of the Warrant and the Company will not receive any rights to IMMU-132. The foregoing summary of the material terms of the termination agreement and settlement agreement does not purport to be complete and is subject to, and qualified in its entirety by references to the full text of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

SGEN press release:

BOTHELL, WA— DATE, 2017 — Seattle Genetics, Inc.[seattlegenetics.com] (Nasdaq: SGEN), a global biotechnology company, today announced that it has agreed to terminate its license agreement with Immunomedics, Inc. (Nasdaq: IMMU) for sacituzumab govitecan (IMMU-132) and settle the related litigation. The license agreement had not yet closed due to legal action brought by an Immunomedics stockholder challenging the transaction. The termination and settlement remain subject to court approval.

“The Immunomedics transaction would have effectively utilized our substantial expertise in antibody-drug conjugate (ADC) development to advance IMMU-132 for patients in need,” said Clay Siegall, Ph.D., President and Chief Executive Officer of Seattle Genetics. “However, due to significant delays and lack of progress towards closing the deal, we are turning our full attention and resources to our promising pipeline and the substantial opportunities in front of us, including the upcoming topline data readout from the ADCETRIS ECHELON-1 trial and ongoing or planned pivotal trials of vadastuximab talirine (SGN-CD33A) and enfortumab vedotin (ASG-22ME).”

Effective upon the termination of the license, the parties have agreed to fully settle, resolve and release each other from all disputes, claims and liabilities. As part of the termination, Seattle Genetics will continue to hold 3.0 million shares of Immunomedics common stock, as well as a warrant to purchase an additional 8.7 million shares at $4.90 per share exercisable until December 31, 2017.

Authorized statements by Immunomedics:

IMMU press release:

Press Release

Immunomedics and Seattle Genetics reach mutual agreement to dissolve previously agreed upon Exclusive Global Licensing Agreement, returning Sacituzumab Govitecan (IMMU-132) to Immunomedics

Unwinding of the deal releases both companies from all material obligations subject to Court approval; Seattle Genetics maintains its existing equity stake in the Company; Exercise period of IMMU warrants held by Seattle Genetics shortened substantially

These updates include the termination of the previously announced Exclusive Global Licensing Agreement with Seattle Genetics (NASDAQ: SGEN), returning full rights of Sacituzumab Govitecan (“IMMU-132”), the Company’s breakthrough therapy candidate to treat metastatic triple-negative breast cancer (mTNBC), to Immunomedics.

Mutual Termination of Exclusive Global Licensing Agreement with Seattle Genetics

Under the termination agreement, the Company will retain all rights to IMMU-132. Seattle Genetics will maintain its existing equity investment in Immunomedics granted as part of the licensing agreement. Further, the expiration date for the warrants has been shortened to the later of December 31, 2017 and the

date that is six (6) months following the date on which a sufficient number of shares of the Company’s Common Stock are authorized and reserved for issuance to permit the full exercise of such warrants. In addition, the termination agreement provides that no payments or expense reimbursements shall be made by either party and each party has provided full releases to the other party. Aspects of the mutually agreed upon termination of the licensing agreement between Immunomedics and Seattle Genetics are subject to court approval.

Current Report on Form 8-K

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed on a current report on Form 8-K filed with the SEC on February 10, 2017, the Company entered into a Licensing and Development Agreement (the “ Licensing Agreement’ ) with Seattle Genetics, Inc., a Delaware corporation (“ Seattle Genetics ”), granting Seattle Genetics a worldwide, exclusive license, including the right to sublicense subject to the terms and conditions of the License Agreement, to develop, manufacture and commercialize sacituzumab govitecan (“ IMMU-132 ”), an antibody-drug conjugate comprising hRS7, SN-38 and the proprietary linker CL-2A, and any second generation antibody-drug conjugates binding to Trop-2 for all human therapeutic uses in all indications (the “ Licensing Transaction ”). In connection with the Licensing Agreement, the Company and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as warrant agent for the benefit of Seattle Genetics, entered into a Warrant Agreement, dated as of February 16, 2017, pursuant to which the Company agreed to execute and deliver to, and in favor of, Seattle Genetics, warrants to acquire up to an aggregate of 8,655,804 shares of Common Stock at an initial exercise price of $4.90 per share (the “ SGEN Warrant ”).

On May 4, 2017, the Company and Seattle Genetics entered into a Termination Agreement (the “ Termination Agreement ”), pursuant to which the Company and Seattle Genetics relinquish their respective rights under the Licensing Agreement. Pursuant to the terms of the Termination Agreement, the Company and Seattle Genetics also agreed to amend the terms of the SGEN Warrant to amend the expiration date from February 10, 2020 to the later of (i) December 31, 2017, and (ii) the date that is six (6) months following the date on which a sufficient number of shares of Common Stock are authorized and reserved for issuance to permit the full exercise of the SGEN Warrant.

The Termination Agreement constitutes an agreement to terminate the License Agreement and is not in any way an admission of liability or breach by either the Company or Seattle Genetics. The Termination Agreement between the Company and Seattle Genetics and the settlement of the venBio lawsuit against Seattle Genetics remain subject to court approval of the dismissal of the venBio Action. The termination of the Licensing Transaction will be effective as of the date of the court approval. In the event the court declines to dismiss the venBio Action against Seattle Genetics, or if the effective date of the Termination Agreement does not occur on or before October 1, 2017, any party to the Termination Agreement may terminate the Termination Agreement upon written notice to such other party.

The description of the Termination Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete text of the Termination Agreement, which is to be filed as an exhibit to the Company’s annual report on Form 10-K for the period ended June 30, 2017.

EXHIBIT C

AMENDMENT NO. 1 TO WARRANT AGREEMENT

THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT, dated as of May [4], 2017 (this “ Amendment ”), by and among Immunomedics, Inc., a Delaware corporation (the “ Company ”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the “ Warrant Agent ”). Defined terms used herein and not otherwise defined shall have the meanings given to them in the Warrant Agreement.

WHEREAS, reference is made to that certain Warrant Agreement, by and between the Company and Broadridge Corporate Issuer Solutions, Inc. as Warrant Agent, dated as of February 16, 2017 (the “ Warrant Agreement ”), whereby the Company agreed to execute and deliver to, and in favor of, Seattle Genetics, Inc., a Delaware corporation (the “ Purchaser ”), Warrants to acquire up to an aggregate of 8,655,804 shares of Common Stock (collectively, the “ Warrant Shares ”) at an initial exercise price of $4.90 per share (the “ Exercise Price ”);

WHEREAS, the Company and the Purchaser have agreed to terminate that certain Development and License Agreement by and between the Company and the Purchaser, dated as of February 10, 2017 (the “ License Agreement ”); and

WHEREAS, in connection with the termination of the License Agreement, the parties hereto agree as follows:

1. Amendment to Warrant Agreement . The first paragraph of Section 6(a) of the Warrant Agreement shall be amended and restated as follows:

“a. The Warrants shall be exercisable commencing on February 16, 2017. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at the Close of Business on the later of (i) December 31, 2017 and (ii) the date that is six (6) months following the date on which a sufficient number of shares of Common Stock are authorized and reserved for issuance to permit the full exercise of the Warrants (the “ Expiry Time ”). A Warrant represented by a definitive Warrant Certificate shall be exercisable in accordance with the terms of the Warrant Certificate, including Section 2(a) thereof. Book-Entry Warrants shall be exercisable as follows:”

2. Miscellaneous .

a. No Other Amendments; Confirmation . Except as expressly amended by this Amendment, the provisions of the Warrant Agreement are and shall remain in full force and effect.

b. Governing Law . This Amendment shall be governed by and interpreted in accordance with the laws of the State of New York.

c. Counterparts . This Amendment may be executed in one or more counterparts, and all counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by electronic transmission of the relevant signature pages hereof.

[ Signature Page Follows. ]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed by its authorized officer as of the date first indicated above.

	IMMUNOMEDICS, INC.


	By:
		Name:
		Title:

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed by its authorized officer as of the date first indicated above.

	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Warrant Agent


	By:
		Name:
		Title:

[ Signature Page to Amendment No. 1 to Warrant Agreement ]

EXHIBIT D

AMENDMENT NO. 1 TO WARRANT CERTIFICATE

THIS AMENDMENT NO. 1 TO WARRANT CERTIFICATE, dated as of May [4], 2017 (this “ Amendment ”), by and among Immunomedics, Inc., a Delaware corporation (the “ Company ”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the “ Warrant Agent ”). Defined terms used herein and not otherwise defined shall have the meanings given to them in the Warrant Certificate.

WHEREAS, reference is made to that certain Warrant Certificate, dated as of February 16, 2017 (the “ Warrant Certificate ”), by and between the Company and Broadridge Corporate Issuer Solutions, Inc. as Warrant Agent, issued in favor of Seattle Genetics, Inc., a Delaware corporation (the “ Purchaser ”) pursuant to the Warrant Agreement, by and between the Company and the Warrant Agent, dated as of February 16, 2017 (the “ Warrant Agreement ”), representing Warrants to acquire up to an aggregate of 8,655,804 shares of Common Stock (collectively, the “ Warrant Shares ”) at an initial exercise price of $4.90 per share (the “ Exercise Price ”);

WHEREAS, in connection with the termination of the License Agreement, the Company and the Warrant Agent have amended the Warrant Agreement as of the date hereof to provide that the Warrants issued thereunder shall expire on the later of (i) December 31, 2017 and (ii) the date that is six (6) months following the date on which a sufficient number of shares of Common Stock are authorized and reserved for issuance to permit the full exercise of the Warrants; and

WHEREAS, in connection with the termination of the License Agreement and the amendment to the Warrant Agreement, the parties hereto agree as follows:

3. Amendment to Warrant Certificate . The Preamble of the Warrant Certificate shall be amended and restated as follows:

“THIS COMMON STOCK PURCHASE WARRANT (this “ Warrant ”) certifies that, for value received, Seattle Genetics, Inc. (the “ Holder ”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including, without limitation, the limitations on the exercisability of the Warrant set forth in Section 2(c)(i)(B) hereof, and in the Warrant Agreement between the Company and the Warrant Agent (as defined below) (as may be amended from time to time, the “ Warrant Agreement ”), at any time on or after the Original Issue Date and at or prior to 5:00 p.m. (New York time) on the later of (i) December 31, 2017 and (ii) the date that is six (6) months following the date on which a sufficient number of shares of Common Stock are authorized and reserved for issuance to permit the full exercise of the Warrants (the “ Expiry Time ”) but not thereafter, to subscribe for and purchase from Immunomedics, Inc., a Delaware corporation (the “ Company ”), up to 8,655,804 shares (the “ Warrant Shares ”) of common stock, par value $0.01 per share, of the Company (the “ Common Stock ”), subject to adjustment as provided herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) . This Warrant is being issued pursuant to that certain Stock Purchase Agreement, dated as of February 10, 2017, by and between the Company and Seattle Genetics, Inc., a Delaware corporation (the “ Purchaser ”), (this Warrant, together with any other warrants issued pursuant to the Warrant Agreement or following the

partial exercise, transfer, exchange or replacement of this Warrant or such warrants, collectively, the “ Warrants ”). The Company and the Purchaser have also entered into that certain Registration Rights Agreement, dated as of February 10, 2017, whereunder, among other things, the Company has agreed to file a registration statement on Form S-3 (the “ Registration Statement ”) with respect to all of the Warrant Shares on or before June 10, 2017, have such Registration Statement declared effective on or before August 9, 2017 and keep such Registration Statement continuously effective until the date by which all of the Warrant Shares and certain other registrable securities covered by such Registration Statement have been sold.”

4. Miscellaneous .

a. No Other Amendments; Confirmation . Except as expressly amended by this Amendment, the provisions of the Warrant Certificate are and shall remain in full force and effect.

b. Governing Law . This Amendment shall be governed by and interpreted in accordance with the laws of the State of New York.

[ Signature Page Follows. ]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed by its authorized officer as of the date first indicated above.

	IMMUNOMEDICS, INC.


	By:
		Name:
		Title:

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed by its authorized officer as of the date first indicated above.

	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Warrant Agent


	By:
		Name:
		Title:

[ Signature Page to Amendment No. 1 to Warrant Certificate ]

Exhibit 31.1

Certification of Chief Executive Officer

I, Michael R. Garone, certify that:

1. I have reviewed this annual report on Form 10-K/A of Immunomedics, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: September 18, 2017

/s/ Michael R. Garone
Michael R. Garone
Principal Executive Officer, Vice President, Finance
and Chief Financial Officer

Exhibit 31.2

Certification of Chief Financial Officer

I, Michael R. Garone, certify that:

1. I have reviewed this annual report on Form 10-K/A of Immunomedics, Inc.; and

Date: September 18, 2017

/s/ Michael R. Garone
Michael R. Garone
Principal Executive Officer, Vice President, Finance
and Chief Financial Officer