Exhibit 10.1

Execution Copy

Amended and Restated Employment Agreement

by and between Immunomedics, Inc. and

Dr. David M. Goldenberg

Effective as of July 1, 2015

TABLE OF CONTENTS

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AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“this Agreement”) is entered into by and between IMMUNOMEDICS, INC., a Delaware corporation with its principal office and place of business in Morris Plains, New Jersey (“Immunomedics” or the “Company”) and DR. DAVID M. GOLDENBERG, an individual presently residing in Mendham, New Jersey (“Dr. Goldenberg”), effective as of July 1, 2015 (the “Effective Date”).

PREMISES

WHEREAS, Dr. Goldenberg founded Immunomedics in 1982 and continuously since that time, has served as the Chair of its Board of Directors, as an executive of the Company, and as a significant shareholder of the Company; and

WHEREAS, Dr. Goldenberg invented and developed substantially all of the technology, and obtained the patents, on which Immunomedics’ business is based; and

WHEREAS, the parties entered into the Third Amended and Restated Employment Agreement, dated July 1, 2011 (the “Third Amended and Restated Agreement”); and

WHEREAS, the parties desire to amend and restate the terms and conditions of the Third Amended and Restated Agreement in its entirety in order to reflect certain desired changes and clarifications in the terms and continue Dr. Goldenberg’s employment with the Company upon the amended and restated terms and conditions of this Agreement; and

WHEREAS, Dr. Goldenberg acknowledges that he has had an opportunity to consider this Agreement and consult with an independent advisor(s) of his choosing with regard to the terms of this Agreement, and enters into this Agreement voluntarily and with a full understanding of its terms; and

WHEREAS, the Company and Dr. Goldenberg have agreed that this Agreement will supersede and replace the Third Amended and Restated Agreement as of the Effective Date.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment . Immunomedics agrees to continue the employment of Dr. Goldenberg, and Dr. Goldenberg accepts such continued employment, upon the terms and conditions set forth in this Agreement.

2. Term . Unless earlier terminated by either party pursuant to Section 10, this Agreement will continue for a five (5) year period (through July 1, 2020) (the “Term”). The Term will renew or extend only by mutual consent of the Company and Dr. Goldenberg in writing. For purposes of this Agreement, “Term of Employment” shall mean the length of Dr. Goldenberg’s total employment from original hire through the end of the Term or through the date of termination if this Agreement is terminated during the Term pursuant to Section 10.

3. Duties .

(a) Description. Throughout the Term of this Agreement, Dr. Goldenberg shall serve as Chief Scientific Officer and Chief Patent Officer of Immunomedics and shall perform such duties in these roles, which are commensurate with Dr. Goldenberg’s expertise, experience, roles fulfilled within the Company, and professional standing and the needs of the Company from time to time, as the Board of Directors of Immunomedics (the “Board”), in consultation with Dr. Goldenberg, may determine from time to time. The Board may assign specific duties to Dr. Goldenberg after a review of Immunomedics’ needs. Dr. Goldenberg will report directly to the Board throughout the Term of this Agreement. Immunomedics reserves the right, subject to Section 10(f) below, to modify, but not diminish, the nature and scope of Dr. Goldenberg’s duties to meet the Company’s changing needs, provided that such duties and level of authority shall remain commensurate with Dr. Goldenberg’s expertise, experience and professional standing. If elected to such positions, Dr. Goldenberg may serve as a member of the Board, and as an executive officer and director of any subsidiary or affiliate of or successor to Immunomedics and, in the Board’s discretion, may be paid additional, reasonable compensation for such services.

(b) Best Efforts . Throughout the Term of this Agreement, Dr. Goldenberg shall faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties contemplated by this Agreement and in accordance with his fiduciary duties as an officer and director of the Company. In the course of performing such duties, Dr. Goldenberg shall cooperate fully, to the best of his ability, with the Board and all officers, agents and employees of Immunomedics in all matters connected with the business of Immunomedics.

(c) Extent of Duties . Dr. Goldenberg shall devote such time to Immunomedics as is reasonably necessary to fulfill the duties contemplated by this Agreement. Notwithstanding any language to the contrary, Immunomedics acknowledges and authorizes Dr. Goldenberg to serve as a member of the Board of Directors of and to be employed (including without limitation as an executive officer) by the Company’s majority-owned subsidiary, IBC Pharmaceuticals, Inc. (“IBC”).

Immunomedics acknowledges that Dr. Goldenberg shall be entitled to spend such time as is necessary to fulfill his duties for IBC, provided that such duties do not materially interfere with his ability to perform any of his obligations under this Agreement. Such activity on behalf of IBC to the extent consistent with the provisions hereof, shall not be deemed a breach of this Agreement. Any salary, fees or other income paid by IBC to Dr. Goldenberg in his respective capacity in each such entity shall be the property of Dr. Goldenberg and shall not diminish the compensation due him hereunder.

4.1 Compensation .

(a) Base Salary . In consideration for services rendered by Dr. Goldenberg pursuant to this Agreement, Immunomedics will pay Dr. Goldenberg a base salary at the rate of Six Hundred Twenty-Six Thousand One Hundred Twenty Five Dollars and Eighty

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Five Cents ($626,125.85) per Contract Year, payable in accordance with the Company’s regular payroll procedures (the “Base Salary”). The Board or the Compensation Committee of the Board (the “Compensation Committee”) will review Dr. Goldenberg’s Base Salary annually for appropriate increases, pursuant to the Company’s standard performance review policies for senior level executives.

(b) Annual Bonus . Throughout the Term of this Agreement, Dr. Goldenberg will be eligible to participate in the Company’s incentive compensation plan for senior level executives (the “Incentive Plan”) in accordance with the terms of the Incentive Plan. The Company reserves the right to amend or rescind its Incentive Plan at any time in its discretion, but will provide Dr. Goldenberg written notice of any changes at the same time and in the same manner as other Incentive Plan participants as may be required by law or regulation. In connection with his participation in the Incentive Plan, Dr. Goldenberg will be eligible to receive an annual discretionary bonus, as determined by the Compensation Committee, based on its assessment of Dr. Goldenberg’s individual performance and the Company’s overall performance. Dr. Goldenberg’s Annual Bonus Target is 50% of Base Salary, with a potential Bonus ranging from 0 to 150% of the Annual Bonus Target, conditional upon his achievement of performance goals as the Compensation Committee may establish and determine. The Compensation Committee will determine the amount of Dr. Goldenberg’s discretionary annual bonus, if any, as of the end of each fiscal year during the Term of this Agreement, and shall pay such Bonus as soon as practicable after such determination, but in no event later than 2.5 months after the end of each fiscal year, subject to the termination provisions contained in Section 10 of this Agreement.

(c) Equity Compensation . In consideration of Dr. Goldenberg entering into this Agreement, upon due approval by the Compensation Committee, the Company will grant the following equity award to Dr. Goldenberg pursuant to the Company’s 2014 Long-Term Incentive Plan (the “2014 Incentive Plan”) as soon as practicable on or after the Effective Date: 1,500,000 Performance Units (as such term is defined in the 2014 Incentive Plan) (the “Performance Unit Grant”) which shall vest, if at all, after the three (3) year period commencing on the grant date provided that the applicable performance conditions are met and conditioned upon the Executive’s continued employment through the vesting period subject to the terms and conditions of the form of restricted stock unit agreement (attached hereto as Exhibit A) and such other terms and conditions as set forth in the grant agreement at the time of the grant. All other terms and conditions of such award shall be governed by the terms and conditions of the 2014 Incentive Plan and the applicable restricted stock unit grant agreement. Throughout the Term of this Agreement, Dr. Goldenberg will be eligible to receive awards pursuant to the Company’s 2014 Incentive Plan or any successor equity compensation plan of the Company; provided, however, the Performance Unit Grant shall be in lieu of any annual performance equity or equity-based grants throughout the Term of this Agreement. For the avoidance of doubt, nothing in this section shall impact or affect any equity compensation awards Dr. Goldenberg may have received at any earlier time during his Term of Employment or his eligibility to participate in the Incentive Plan described in Section 4.1(b) of this Agreement during the Term of this Agreement.

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4.2 Additional Incentive Compensation . In recognition of Dr. Goldenberg’s past and future integral involvement in and contribution to all aspects of Immunomedics’ scientific and creative activities, the Company shall make the following payments to Dr. Goldenberg as additional incentive compensation (“Additional Incentive Compensation”).

(a) The Additional Incentive Compensation payments to which Dr. Goldenberg is entitled include:

(i) Transactional Payments: Net Revenue Payments . With respect to any fiscal year during the Term of the Agreement in which Immunomedics records an annual net loss (determined by Immunomedics in a manner consistent with generally accepted accounting principles (“GAAP”) for the entire fiscal year as audited by Immunomedics’ independent registered public accounting firm), Immunomedics will pay to Dr. Goldenberg a sum equal to three quarters of one percent (.75%) of the total Consideration the Company receives from any third party transaction, excluding third party financing transactions and any Disposition of Undeveloped Assets. With respect to any fiscal year during the Term of the Agreement in which Immunomedics records positive net income (determined by Immunomedics in a manner consistent with GAAP) for the entire fiscal year as audited by Immunomedics’ independent registered public accounting firm, Immunomedics will pay to Dr. Goldenberg a sum equal to one and one-half percent (1.5%) of Immunomedics’ Annual Net Revenue (as defined in Section 4.2(d)) for each such fiscal year (unless Dr. Goldenberg’s employment terminates pursuant to Sections 10(a) or 10(e)), and thereafter throughout the noncompetition period (as defined in Section 9(b)); and

(ii) Patent Lifetime Royalty Payments . Immunomedics will pay to Dr. Goldenberg for each full fiscal year of the Company, a sum equal to a percentage of the annual Product Royalties the Company receives each such fiscal year on each of the products for which Dr. Goldenberg is an Inventor, and all products using, related to or derived from products for which Dr. Goldenberg is an Inventor (“Patented Products”), which payments shall continue for each Patented Product for the remaining Life of the Patent covering each Patented Product (collectively “Patent Lifetime Royalty Payments”). The percentage of Product Royalties that Immunomedics will pay to Dr. Goldenberg on each Patented Product will be determined based on the percentage of Product Royalties that Immunomedics must pay to external third parties (any party other than a wholly owned subsidiary of Immunomedics) on each Patented Product, as follows:

(A) One percent (1%) of annual Product Royalties on Patented Products for which the Company pays a Royalty of more than 9.0 % to external third parties;

(B) One and one-half percent (1.5%) of annual Product Royalties on Patented Products for which the Company pays a Royalty of more than 6.0 % through 9.0 % to external third parties;

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(C) Two percent (2%) of annual Product Royalties on Patented Products for which the Company pays a Royalty of more than 3.0% through 6.0 % to external third parties; or

(D) Three percent (3%) of annual Product Royalties on Patented Products for which the Company pays a Royalty of 3.0% or less to external third parties.

Patent Lifetime Royalty Payments under Section 4.2(a)(ii) shall be due and owing from Immunomedics to Dr. Goldenberg (or his estate or designated beneficiaries) throughout the Life of each Patent both during his employment with the Company and after his employment terminates, except that Patent Lifetime Royalty Payments shall not be payable in the event an arbitrator or court finds that Dr. Goldenberg committed a material breach of his covenants contained in Section 9. During the Term of Dr. Goldenberg’s employment with Immunomedics only, any quarterly payment of Patent Lifetime Royalty Payments calculated under this Section 4.2(a)(ii) will be paid to Dr. Goldenberg (or his estate or designated beneficiaries) only to the extent that such Patent Lifetime Royalty Payments exceed the quarterly Minimum Payment paid to him pursuant to Section 4.2(c).

(b) Payments Upon Disposition of Undeveloped Assets . In the event the Company, with its Board’s approval, completes a Disposition during the Term of Employment, or within three (3) years thereafter, of any one or more of Immunomedics’ Undeveloped Assets for which Dr. Goldenberg was an Inventor, Immunomedics will pay Dr. Goldenberg (or his estate or designated beneficiaries) a sum equal to at least twenty percent (20%), or more (as determined by the Board), of the Consideration Immunomedics receives from each Disposition, upon receipt; provided, however that no such payment shall be due in the event an arbitrator or court finds that Dr. Goldenberg committed a material breach of his covenants contained in Section 9. Subject to the preceding conditions, the Company’s obligation to compensate Dr. Goldenberg (or his estate or designated beneficiaries) under this provision, if any, applies to all Dispositions completed within the Term of Employment or within three (3) years thereafter, even if the Company actually receives the Consideration at some time after the three (3) year period elapses.

(c) Minimum Payment . Immunomedics agrees to make a minimum payment of One Hundred Fifty Thousand Dollars ($150,000) to Dr. Goldenberg during each of Immunomedics’ fiscal years during the Term of this Agreement, payable in equal quarterly payments, as an advance against the amounts due to Dr. Goldenberg pursuant to Section 4.2(a) and (b) above. This minimum payment shall be prorated for any partial fiscal year of Immunomedics or partial year of service of Dr. Goldenberg covered by this Section 4.2.

(d) Definitions . As used in this Agreement, the following terms shall have the following meanings:

(i) “ Annual Net Revenue ” means Immunomedics’ total revenue determined for the fiscal year as determined by GAAP less (i) Consideration received upon Disposition of Undeveloped Assets, (ii) Product Royalties on Patented Products (as defined in Section 4.2(a)(ii)) and (iii) amounts recorded as revenue by Immunomedics during such fiscal year that are related to payments previously paid to Dr. Goldenberg under Section 4.2(a)(i) in any prior period. Further, Annual Net Revenue shall not include (A) net sales of any Acquired Asset, (B) any amounts received as cost reimbursement payments, and (C) any revenue generated from interest or investment income of the Company.

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(ii) “ Acquired Asset ” means any product, technology or business to which Immunomedics acquired the rights from any third party (other than a wholly-owned subsidiary of Immunomedics), or affiliated group of such third parties, for an aggregate consideration in excess of Five Million Dollars ($5,000,000), provided that Immunomedics did not materially contribute to the invention or development of such asset prior to such acquisition. For purposes of this definition, Immunomedics will be deemed to have materially contributed to any product, technology or business which is covered by any Immunomedics’ patent.

(iii) “ Consideration ” means cash, asset(s) or property, tangible or intangible, which Immunomedics receives directly or indirectly, for a Disposition (the transfer of relevant assets), including but not limited to sales proceeds, license fees and licensing milestones, other milestone payments, up-front fees and sales bonuses. Consideration shall not include: (A) any consideration for or with respect to any Acquired Asset, (B) amounts paid to Immunomedics which clearly are intended to constitute reimbursement of direct out-of-pocket costs incurred by Immunomedics for research, development or preclinical or clinical trials of the product or products which are the subject of the Disposition, regardless of whether paid directly or indirectly, and however labeled, provided such amounts are paid pursuant to an agreement in effect at the time of such payment(s) and (C) any Patent Lifetime Royalty Payments (as defined in Section 4.2(a)(ii)). In calculating the value of Consideration received in a Disposition, Immunomedics will offset the value of anything of value that it had to grant or provide to the other party in exchange for the Disposition as an express element of the transaction. The parties agree that any dispute with respect to the value of Consideration received in connection with any Disposition or any other dispute arising under this definition shall be submitted to arbitration pursuant to Section 8.

(iv) “ Disposition ” means any transfer, by way of sale, license or otherwise, to an unaffiliated third party, of any of Immunomedics’ right, title or interest in or to any one or more of its products, technologies, intellectual property, businesses or other assets. Disposition includes any arrangements, whereby, Immunomedics combines with another entity and forms a new entity in which Immunomedics holds any ownership interest and to which Immunomedics transfers, by way of sale, license or otherwise, any of Immunomedics’ right, title

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or interest in or to any one or more of its products, technologies, intellectual property, or businesses. “Disposition” shall not include a transfer of all or substantially all of the assets or stock of Immunomedics pursuant to a Change in Control (as defined in Section 10(f)) or similar corporate transaction of Immunomedics or to which it is a party.

(v) “ Inventor ” means a person(s) identified as an inventor of a patented product, formula or idea on the disclosures initially filed in the relevant patent office(s) for such patent.

(vi) “ Life of a Patent ” means the period beginning the first date on which a patent application is filed in any patent office covering any territory in the world and continuing as long as at least one (1) valid claim of the patent exists in any territory in the world. It is understood that for purposes of this definition, the patent office in which the patent initially is filed is not likely to be located in or covering the same territory in which the last valid patent claim remains, and that the Life of the Patent will cover all time periods between these two events.

(vii) “ Product Royalties ” means all Consideration designated as a royalty, which Immunomedics receives for the license or use of its technology(ies), products, inventions, patents, or other intellectual property. For purposes of this Agreement, a patent or copyright will be deemed valid in any territory in the world if at least one (1) valid claim of the patent or copyright exists in any territory in the world.

(viii) “ Immunomedics ” means Immunomedics and all of its direct and indirect subsidiaries or affiliates, including but not limited to IBC.

(ix) “ Undeveloped Assets ” means any technology, product, agent, intellectual property, business or other asset(s) or product(s) for which, at the time of Disposition, the Board of Directors of Immunomedics and Dr. Goldenberg have mutually determined that Immunomedics (A) is not currently budgeting for development, (B) has not set a time table for development, at a level consistent with the financial support or timetable given to any other major project or technology for which the Company currently is budgeting for either preclinical or clinical development, (C) has not funded with substantial research and development resources, or (D) has not entered Immunomedics’ sponsored Phase I or Phase II clinical trials.

(x) “ Code ” means the Internal Revenue Code of 1986, as amended.

(e) In Lieu of Other Payments . The Additional Incentive Compensation discussed in Sections 4.2(a)(i) and 4.2(a)(ii) of this Agreement shall be in lieu of all other royalties and percentage payments to which Dr. Goldenberg otherwise previously might have been entitled to relative to Undeveloped Assets as set forth in Section 4.2(b) under prior agreements or otherwise, including but not limited to payments pursuant to the License Agreement or any other prior agreement between the parties.

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(f) Reports and Payments . Within forty-five (45) days after the last day of each of its fiscal quarters (other than the final quarter of each fiscal year), Immunomedics will provide Dr. Goldenberg with a written report that includes a preliminary computation (based upon unaudited financials) of Net Revenue, of Product Royalties, and of royalties on Patented Products (computed for such quarter in the same manner as Annual Net Revenue or annual Product Royalties is to be computed for a fiscal year) and Disposition Payments (if any), and all amounts due to Dr. Goldenberg pursuant to Sections 4.2(a)(i), 4.2(a)(ii), and 4.2(b) with respect to such fiscal quarter. Within two and one half (2 1/2) months after the last day of each of its fiscal years, Immunomedics will provide Dr. Goldenberg with a report that includes computation of Annual Net Revenue, of annual Product Royalties, of annual royalties on Patented Products, and Disposition Payments (if any) for the entire year and all amounts due with respect to that year (based on audited financials), as adjusted for the minimum payment provided to Dr. Goldenberg pursuant to Section 4.2(b) above. Immunomedics will pay or transfer to Dr. Goldenberg, within two and one half (2 1/2) months after the last day of each of its fiscal years, all amounts due pursuant to Sections 4.2(a)(i) and 4.2 (a)(ii) with respect to that year. Immunomedics will pay or transfer to Dr. Goldenberg any participation in Consideration to which he is entitled pursuant to Section 4.2(b) above within fifteen (15) calendar days following receipt of such Consideration by Immunomedics, regardless of how the Company may record the receipt of such Consideration for other accounting purposes. Immunomedics will provide such documentation as Dr. Goldenberg deems reasonably necessary to verify the Company’s calculations of the payments due to Dr. Goldenberg pursuant to Sections 4.2(a)(i), 4.2(a)(ii), and 4.2(b). At least once during each fiscal year, Dr. Goldenberg shall have the right to obtain access to Immunomedics sales and accounting books and records, and other documents Dr. Goldenberg deems reasonably necessary to confirm Immunomedics’ compliance with its obligations under this Agreement.

5. Vacation and Fringe Benefits .

(a) Vacation . Dr. Goldenberg shall be entitled to a total of six (6) weeks paid vacation during each Contract Year throughout the Term of this Agreement. Vacation benefits are subject to all other terms and conditions of Immunomedics’ standard vacation policies including but not limited to those relating to accrual of vacation time.

(b) Expenses . It is understood that Dr. Goldenberg will incur reasonable and necessary expenses in connection with his employment and Immunomedics will reimburse Dr. Goldenberg for any such expenses in accordance with policies and limits as adopted by the Board.

(c) Employee Benefit Plans . In addition to the benefits expressly mentioned in this Agreement, Dr. Goldenberg shall receive all of the employment-related benefits established by the Board for executive officers and such additional benefits as the Board may award to him from time to time. For purposes of this Agreement, employment- related benefits shall include, without limitation, participation in all employee welfare benefit plans and employee pension benefit plans (as those terms are defined in the Employee Retirement Income Security Act of 1974, as amended), which Immunomedics may maintain from time to time during the Term of Employment.

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6. Research Contracts or Grants . During the Term of this Agreement, Dr. Goldenberg occasionally may apply for research contracts for which he would be named as principal research scientist or investigator. In such event, Dr. Goldenberg shall:

(a) Deliver copies of such applications to Immunomedics prior to submission to the grantor or other contract entity.

(b) Make such changes to application as Immunomedics may reasonably request.

(c) Submit such application naming Immunomedics as grantee or contract beneficiary.

(d) Allow a mutually acceptable representative of Immunomedics to be present and participate in all negotiations related to the proposed contract. All such contracts shall be subject to any internal approval process the Board may establish.

7. Prior Inventions and Discoveries .

(a) Discoveries . In exchange for Immunomedics’ agreement to provide the Additional Incentive Compensation detailed in Sections 4.2(a)(i), 4.2(a)(ii) and 4.2(b) of this Agreement, Dr. Goldenberg agrees to forego any right to any additional compensation or consideration he otherwise would have the right to receive based on any ownership or interest he has in any and all ideas, inventions, improvements, discoveries, developments, products, compounds, compositions, apparatus, methods, formulae, processes, applications or uses that he made or conceived (solely or jointly with another or others or by material contribution thereto in the course of his significant involvement in the direction of Immunomedics’ research and technology programs) during the Term of Employment (collectively “Discoveries”). Dr. Goldenberg acknowledges that any interest he has or had in such Discoveries shall be the sole and exclusive property of Immunomedics, subject to any other applicable provisions of this Agreement or any other agreements between the parties.

(i) Notwithstanding this provision, Immunomedics acknowledges that it does not have any interest in any Discoveries that Dr. Goldenberg made or conceived (solely or jointly with another or others or by material contribution thereto in the course of any significant involvement in the direction of the Garden State Cancer Center’s research and technology programs) related to research performed by or for the Garden State Cancer Center (the “Center”) in the course of his duties for the Center (“Center Discoveries”), and with respect to which Dr. Goldenberg has no individual retained interest other than a royalty interest, and regardless of whether Immunomedics also may have an interest in the subject of such research. Dr. Goldenberg shall retain any royalty interest he may have in any Center Discoveries. Immunomedics’ ownership rights in and to any Discovery made or conceived by Dr. Goldenberg (solely or jointly with another or others or

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by material contribution thereto) in the course of any significant involvement by Dr. Goldenberg in the research or other activities of IBC, shall be only as may be expressly provided in any license, proprietary rights or other equivalent existing or future agreement that may exist between Immunomedics and IBC.

(ii) Notwithstanding this provision (Section 7(a)), Immunomedics further acknowledges that it does not have any interest in any Discoveries (patented or unpatented) that Dr. Goldenberg made/makes or conceived/conceives (solely or jointly with another or others or by material contribution thereto), which are related to research performed by Dr. Goldenberg independent of his duties and responsibilities for Immunomedics or the Center, provided that such Discoveries do not involve or relate to any technologies, research, or products being produced or developed by Immunomedics or by the Center, and provided that neither Immunomedics nor the Center made any material contribution to such Discoveries.

(b) Disclosures . Dr. Goldenberg acknowledges and agrees that he has provided Immunomedics with relevant information regarding all Discoveries covered under this Agreement. Dr. Goldenberg further agrees to provide Immunomedics with relevant information regarding any new Discoveries he might make at any time during the Term of this Agreement and to comply with his fiduciary duties to Immunomedics.

(c) Cooperation of Dr. Goldenberg . Both during and following the Term of Employment, upon the request of Immunomedics, Dr. Goldenberg shall execute and deliver any documents and give all reasonable assistance which may be essential or desirable to secure to, assign and vest in Immunomedics the sole and exclusive right, title and interest in and to all Discoveries and other intellectual property. Such reasonable assistance may include but not be limited to the execution and delivery of patent applications, assignments, affidavits, priority claims and other documents that Immunomedics, in its sole discretion, may determine are essential or desirable to obtain, maintain and/or defend such patents and to secure to and vest all appropriate rights in Immunomedics. In addition, Dr. Goldenberg agrees that during and following the Term of Employment, at the request of Immunomedics, he generally will cooperate, appear and give evidence in any meetings or proceedings which may arise in connection with Immunomedics’ efforts to secure, assign and vest for the Company the sole and exclusive right, title and interest in and to all Discoveries and other intellectual property. Immunomedics agrees to reimburse Dr. Goldenberg for all reasonable expenses he incurs in providing such cooperation to Immunomedics. For purposes of this section, reasonable expenses may include but not be limited to travel costs, out of pocket expenses, and any loss of salary or wages from another employer (if Dr. Goldenberg no longer is employed by Immunomedics). Any legal proceedings in connection with such matter shall be conducted by attorneys chosen and paid by Immunomedics. Correspondingly, Immunomedics will provide all reciprocal support and reasonable assistance to Dr. Goldenberg that he may require to perfect his interest in any patent or Discovery, consistent with the terms of this Agreement.

8. Reserved .

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9. Restrictive Covenants .

(a) Confidentiality . Dr. Goldenberg agrees that his services to Immunomedics were and are of a special, unique and extraordinary character, and that his position places him in a position of confidence and trust with Immunomedics’ customers and employees. Dr. Goldenberg also recognizes that his position with Immunomedics gives him substantial access to Confidential Information (as defined below), the disclosure of which to competitors of Immunomedics would cause Immunomedics to suffer substantial and irreparable damage. Therefore, Dr. Goldenberg recognizes that it is in Immunomedics’ legitimate business interest to restrict Dr. Goldenberg’s use of Confidential Information for any purposes other than the discharge of his employment duties at Immunomedics, and to limit any potential appropriation of Confidential Information by Dr. Goldenberg for the benefit of Immunomedics’ competitors and to the detriment of Immunomedics. Accordingly, Dr. Goldenberg agrees as follows:

(i) Throughout the Term of this Agreement and at all times thereafter, Dr. Goldenberg will not at any time reveal to any person or entity any of the trade secrets or confidential information of Immunomedics, or of any third party, which Immunomedics is under an obligation to keep confidential (including but not limited to trade secrets and non-public information regarding inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, intellectual property, plans and proposals) (“Confidential Information”), except as may be required in the ordinary course of performing Dr. Goldenberg’s duties as an employee of Immunomedics or for the benefit of Immunomedics, with the Company’s knowledge and consent. Dr. Goldenberg will keep secret all matters entrusted to him and not use or attempt to use any Confidential Information in any manner which may injure or cause direct or indirect loss to Immunomedics.

(ii) Confidential Information shall not include (and the above restrictions shall not apply to): (A) information that at the time of disclosure is in the public domain through no fault of Dr. Goldenberg; (B) information Dr. Goldenberg receives from a third party outside of Immunomedics that was disclosed without a breach of any confidentiality obligation; (C) information approved for release by written authorization of Immunomedics; or (D) information that may be required by law or an order of any court, agency or proceeding to be disclosed. In the event that Dr. Goldenberg is requested or required by law or an order of any court, agency or proceeding to disclose Confidential Information, Dr. Goldenberg will provide Immunomedics with prompt notice of such request so that Immunomedics may timely seek an appropriate protective order or waive Dr. Goldenberg’s confidentiality obligations under this Agreement. Dr. Goldenberg will provide reasonable assistance to Immunomedics in the event the Company notifies him that it intends to seek to obtain an appropriate protective order. If Dr. Goldenberg gives such notice to Immunomedics, but does not receive timely notice of either a protective order or a waiver from the Company and, in the written or oral opinion of his legal counsel (the reasonable fee for which opinion shall be paid or reimbursed by

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Immunomedics), Dr. Goldenberg is compelled to disclose Confidential Information or face liability for contempt or other censure or penalty, then Dr. Goldenberg may disclose such Confidential Information to the extent so required, without violating this provision or incurring any liability under the Agreement.

(iii) Return of Company Property . Dr. Goldenberg agrees that upon the termination of his employment with Immunomedics, regardless of the timing or reason for termination, he will not take or retain, without written authorization, any documents, files or other property of Immunomedics. Except as provided in this Agreement, Dr. Goldenberg will return promptly to Immunomedics any such documents, files or property in his possession or custody, including any copies thereof maintained in any medium or format. Dr. Goldenberg recognizes that all documents, files and property containing Confidential Information which he has received and will receive from Immunomedics, including but not limited to scientific research, customer lists, handbooks, memoranda, product specifications, and other materials are for the exclusive use of Immunomedics and its employees while working on behalf of Immunomedics, and that Dr. Goldenberg has no claim or right to the continued use, possession or custody of such documents, files or property following the termination of his employment.

Notwithstanding this provision, Immunomedics acknowledges and agrees that Dr. Goldenberg may retain all working documents that he determines he may need with regard to any patent(s) he is preparing for filing, pursuing, or prosecuting on behalf of Immunomedics. Immunomedics further acknowledges and agrees that any materials created prior to Dr. Goldenberg’s employment by Immunomedics, and any materials created in connection with his employment with the Center or IBC (“Non-proprietary Materials”) are not the property of Immunomedics, and all materials that are generally available to the public and/or in the public domain (“Public Materials”), are not the exclusive property of Immunomedics. Immunomedics further agrees that Dr. Goldenberg may retain possession of all Non-Proprietary Materials and may retain copies of all Public Materials, at all times following the end of his employment.

(b) Non-Competition . Throughout the Term of Employment and for a period of three (3) years thereafter, Dr. Goldenberg will not, without the prior written approval of the Board, whether alone or as a partner, officer, director, consultant, agent, employee or stockholder of any company or other commercial enterprise, directly or indirectly engage in any business or other activity in the United States or Canada which competes with Immunomedics. The foregoing prohibition shall not prevent Dr. Goldenberg’s employment or engagement following his Term of Employment, with any company or business organization, as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to the products being researched, developed, manufactured, or marketed by Immunomedics during the Term of Employment. Dr. Goldenberg shall be permitted to own securities of a public company not in excess of five percent (5%) of any class of such securities and to own stock, partnership interests or other securities of any entity not in excess of five percent (5%) of

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any class of such securities, and to own any amount of interest in Immunomedics, and/or in IBC (or a subsidiary or affiliate of same), and such ownership taken alone shall not be considered to be in competition with Immunomedics or a violation of this Agreement.

(c) Non-Solicitation . Throughout the Term of Employment and for a period of three (3) years thereafter, Dr. Goldenberg agrees that he will not:

(i) directly or indirectly solicit, entice or induce any Immunomedics’ customer to become a customer of any other person, firm or corporation with respect to products then sold or under development by Immunomedics, or to cease doing business with Immunomedics, and Dr. Goldenberg shall not approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person; or

(ii) directly or indirectly solicit or recruit any employee of Immunomedics to work for a third party other than Immunomedics (excluding newspaper or similar print or electronic solicitations of general circulation); provided, however, that the otherwise applicable non-solicitation period shall not be reduced in the event of Dr. Goldenberg’s termination for Cause or the cessation of Severance Payments as a result of Dr. Goldenberg’s violation of his obligations under this Section 9.

(d) Enforcement .

(i) Dr. Goldenberg acknowledges and agrees that the type and periods of restrictions imposed in this Section 9 of this Agreement are fair and reasonable, and that such restrictions are intended solely to protect the legitimate interests of Immunomedics, rather than to prevent Dr. Goldenberg from earning a livelihood. Dr. Goldenberg recognizes that Immunomedics competes worldwide, and that his access to Confidential Information makes it necessary for Immunomedics to restrict his post-employment activities in any market in which Immunomedics competes, and in which his access to Confidential Information and other proprietary information could be used to the detriment of Immunomedics.

(ii) Injunctive Relief. Dr. Goldenberg acknowledges and agrees that if he breaches any of the covenants, restrictions and agreements contained in this Section 9, Immunomedics will suffer irreparable loss and injury, and that damages arising out of such a breach may be difficult to ascertain. Therefore, Dr. Goldenberg agrees that, in addition to all other remedies provided at law or at equity, Immunomedics shall be entitled to have the covenants, restrictions and agreements contained in this Section 9 specifically enforced (including, without limitation, by temporary, preliminary, and permanent injunctions and restraining orders) by any state or federal court in the State of New Jersey having equity jurisdiction and Dr. Goldenberg agrees to be subject to the jurisdiction of such court.

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(iii) Monetary Relief. In addition to its right to seek an injunction, in the event Dr. Goldenberg breaches any provision of this Section 9, Immunomedics also shall have the right to pursue monetary damages against Dr. Goldenberg for such breach.

(iv) If either party fails to take action to remedy any breach of this Agreement or any portion of this Agreement by the other party, such inaction shall not operate or be construed as a waiver of any subsequent breach by either party of the same or any other provision, agreement or covenant.

(v) Dr. Goldenberg acknowledges and agrees that the payments and benefits to be provided to him under this Agreement are provided, in part, as consideration for the covenants in this Section 9.

(vi) In the event that any court of competent jurisdiction or any arbitration determines that any restriction contained in this Agreement is overly broad with respect to scope, time or geographical coverage, the parties agree that such restriction(s) may be modified and narrowed, either by a court, arbitrator, or by Immunomedics only to the extent necessary to make this provision enforceable, and that such determination will not affect the enforceability of any other provision of this Agreement.

(e) Exclusions Relating to the Center . Immunomedics and Dr. Goldenberg agree that any work that Dr. Goldenberg performed on behalf of the Center and/or any of its affiliates, and any documents or other confidential information or materials developed, assembled, or received while performing such work, are not subject to the provisions of this Section 8, and that any such work did not constitute a violation of the terms of this Agreement. Dr. Goldenberg agrees and represents that his work through the Effective Date of this Agreement does not and has not violated the terms of this Agreement.

10. Termination . Notwithstanding the provisions of Section 2 above, the employment of Dr. Goldenberg shall terminate upon the happening of any of the following events:

(a) The death of Dr. Goldenberg.

(b) Immunomedics and Dr. Goldenberg mutually agree to terminate this Agreement.

(c) At Immunomedics’ option, if Dr. Goldenberg suffers a Permanent Disability. For purposes of this Agreement, Dr. Goldenberg shall be deemed to have incurred a “Permanent Disability” if, by reason of his physical or mental medical condition, as determined by a physician jointly designated by Immunomedics and Dr. Goldenberg, he is unable to perform his duties under this Agreement for a period of (i) 180 consecutive days, or (ii) 245 days in any 365 consecutive days period. Dr. Goldenberg will not be deemed Permanently Disabled if he submits a written opinion by a physician designated by or reasonably satisfactory to Immunomedics stating that Dr. Goldenberg will be able to resume continuous full-time performance of his obligations under this Agreement within 365 days following the commencement of such

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disability and Dr. Goldenberg actually returns to full-time work within the same 365 day period. In the event Dr. Goldenberg and Immunomedics cannot agree upon a physician to determine whether Dr. Goldenberg is suffering a Permanent Disability, they each may select a physician and the two physicians so selected will jointly select a third physician, who will examine Dr. Goldenberg to determine whether he is suffering a Permanent Disability, and will provide a written report of his/her conclusions all parties.

(d) By Dr. Goldenberg, for Good Reason. For purposes of this Agreement, Good Reason is defined as occurrence of any of the following events or conditions, unless Dr. Goldenberg has expressly consented in writing thereto, or except as a result of Dr. Goldenberg’s physical or mental incapacity or as described in the last sentence of this subsection (d):

(i) A material reduction in Dr. Goldenberg’s Base Salary;

(ii) The material diminution of the Dr. Goldenberg’s duties, responsibilities, powers or authorities, including the assignment of any duties and responsibilities inconsistent with his position as Chief Scientific Officer and Chief Patent Officer of Immunomedics; or

(iii) Immunomedics requires that Dr. Goldenberg’s principal office location be moved to a location more than 50 miles from his principal office location immediately before the change.

Notwithstanding the foregoing, Dr. Goldenberg shall not have Good Reason for termination unless he gives written notice of termination for Good Reason within 15 days after the event giving rise to Good Reason occurs and Immunomedics does not correct the action or failure to act that constitutes the grounds for Good Reason, as set forth in Dr. Goldenberg’s notice of termination, within 30 days after the date on which he gives written notice of termination and Dr. Goldenberg actually resigns from employment upon the expiration of the foregoing cure period. In the event of a cure of such event or condition constituting Good Reason by the Company, such event or condition shall no longer constitute Good Reason.

(e) By the Company for “Good Cause” which means:

(i) Dr. Goldenberg commits continued, knowing and intentional neglect, substantial nonperformance or a demonstrated continuing inability to perform his obligations under this Agreement (other than due to physical or mental disability) and Immunomedics provides him with written notice of such deficiencies and ninety (90) days to correct such deficiencies; or

(ii) A court finds that Dr. Goldenberg committed an act of fraud or dishonesty related to the performance of duties under this Agreement; or

(iii) Dr. Goldenberg commits any material breach of any of the provisions of this Agreement other than those covered under Sections 10(e)(i) or 10(e)(ii), and fails to cure such breach within ninety (90) days after receiving written notice from Immunomedics of such breach.

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(f) By Dr. Goldenberg upon ninety (90) days prior written notice to Immunomedics or its successor, to be effective not later than the second anniversary of a Change in Control of Immunomedics. For purposes of this Agreement, a Change of Control of Immunomedics is defined as:

(i) A merger, consolidation or reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total and combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; or

(ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety, occurring within a 12-month period, and representing, at a minimum, not less than 40 percent of the total gross fair market value of all assets of the Company, to any person, entity, or group of persons acting in consort, other than a sale, transfer or disposition to: (A) a shareholder of the Company in exchange for or with respect to its stock; (B) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (C) a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of the outstanding stock of the Company; or (D) an entity, at least 50 percent of the total value or voting power of which is owned by a person described in (C); or

(iii) Any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(l) under the Securities Exchange Act of 1934, as amended (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s stockholders; or

(iv) A change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases by reason of one or more contested elections for Board membership to be comprised of individuals whose election is endorsed by a majority of the members of the Board immediately before the date of election.

A transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in the same proportions by the persons who held the Company’s securities immediately before such transaction.

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(g) Except as provided in Sections 10(a), 10(c) or 10(e)(ii), with respect to death, Permanent Disability and fraud/dishonesty, respectively, termination by either party hereunder shall be effective upon the effective date of notice of such termination by the terminating party to the other party specifying the reasons, if any, for such termination.

(h) The foregoing provisions of this Section 10 notwithstanding, Dr. Goldenberg will not be deemed to have had a termination of employment prior to the date as of which Immunomedics and Dr. Goldenberg reasonably anticipate that the level of future services to be provided by Dr. Goldenberg to Immunomedics, whether as an employee or an independent contractor, will permanently decrease to a level which is less than fifty (50) percent of the average level of services provided over the immediately preceding thirty-six (36) months.

11. Decisions and Determinations of the Board . Neither Dr. Goldenberg nor any of his affiliates shall participate in any decision by the Board, or any Board committee, which affects any of his rights or obligations under this Agreement. Except as otherwise expressly provided in this Agreement, all actions of the Board provided for in this Agreement, including but not limited to determinations, consents and approvals, shall be in the Board’s sole and uncontrolled discretion.

12. Cooperation with Immunomedics After Expiration or Termination . Following the end of the Term of Employment, regardless of timing or cause, Dr. Goldenberg will cooperate fully with Immunomedics in all matters relating to the winding up of work on behalf of Immunomedics and the orderly transfer of any pending work to other employees of Immunomedics. Dr. Goldenberg agrees to be available and to provide services on a full-time or part-time basis, as Immunomedics may request, during the first thirty (30) calendar days following the end of his employment. In consideration for the Patent Lifetime Royalty Payments set out in Section 4.2(a)(ii) of this Agreement, Dr. Goldenberg specifically agrees to provide to Immunomedics all assistance reasonably necessary to assist Immunomedics in defending and prosecuting any patents in force. This obligation will continue for the life of the patent, provided Dr. Goldenberg is medically able to provide such assistance. Nothing herein shall limit Immunomedics’ obligation to pay, and Dr. Goldenberg’s or his estate’s right to receive, the Additional Incentive Compensation, Patent Lifetime Royalty Payments and Disposition Payments under Sections 4.2(a)(ii) and 4.2(b) of this Agreement, for the specified periods or throughout the Life of the Patents, as the case may be.

13. Payment and Benefits on Termination or Expiration .

(a) [INTENTIONALLY OMITTED]

(b) Guaranteed Payments . Not later than sixty (60) days following the termination of Dr. Goldenberg’s employment, regardless of the reason or timing of the termination, Immunomedics will make payment to Dr. Goldenberg for all annual Base

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Salary, Bonus, Minimum Payments, and Additional Incentive Compensation earned through the date of termination, any benefits accrued in accordance with the terms of any applicable benefit plans and programs of the Company (including but not limited to earned but unused vacation), and will continue all payments pursuant to Section 4.2(a)(ii) and 4.2(b) for the time periods provided in those sections of this Agreement (collectively, “Guaranteed Payments”). There are no preconditions to Immunomedics’ obligation to pay, and to Dr. Goldenberg’s right to receive, Guaranteed Payments under this Section 13(b) of this Agreement.

(c) Severance

(i) If Dr. Goldenberg’s employment terminates pursuant to Section 10(a) (death), in addition to receiving the Guaranteed Payments, his estate will receive a Severance Payment equal to the amount of the Annual Target Bonus, if any, (pursuant to Section 4.1(b)) payable for the fiscal year in which the termination occurs (prorated to reflect Dr. Goldenberg’s actual period of service during such fiscal year), such amount to be paid within sixty (60) days following the date of Dr. Goldenberg’s death.

(ii) If Dr. Goldenberg’s employment terminates by mutual agreement of the parties pursuant to Section 10(b) (mutual agreement), 10(c) (permanent disability) or pursuant to expiration of the Term as set forth in Section 2, in addition to receiving the Guaranteed Payments, Dr. Goldenberg will receive payment for the Annual Target Bonus, if any, (pursuant to Section 4.1(b)) payable for the fiscal year in which the termination occurs (prorated to reflect Dr. Goldenberg’s actual period of service during such fiscal year), such amount to be paid within sixty (60) days following the date of termination of employment, and any other benefits or payments to which the parties may agree.

(iii) If Dr. Goldenberg’s employment terminates for Good Cause pursuant to Section 10(e), the only post-termination payment or benefit he will receive is the Guaranteed Payments.

(iv) If Immunomedics terminates Dr. Goldenberg’s employment without Good Cause (as defined in Section 10(e)), or if Dr. Goldenberg terminates his employment for Good Reason pursuant to Section 10(d), in addition to the Guaranteed Payments, Immunomedics will pay Dr. Goldenberg a Severance payment, paid in a lump sum, in an amount equal to three times (3x) his Total Annual Compensation (as such exists as of the date of termination), such lump sum to be paid within sixty (60) days following the date of termination of Dr. Goldenberg’s employment. “Total Annual Compensation” shall include all cash payments due to Dr. Goldenberg for the applicable Contract Year as set out in Sections 4.1(a) and (b), 4.2(a)(i), and 4.2(c), but shall not include payments provided pursuant to Sections 4.2(a)(ii) and 4.2(b) (which shall continue pursuant to the terms of those Sections).

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(A) In the event Dr. Goldenberg’s employment terminates as provided in Section 13(c)(iv), for a period of two (2) years following the date of termination of employment (the “Severance Period”), the Company will, to the extent permitted under the Code, continue to provide to Dr. Goldenberg all of the benefits of his employment, as if he remained employed, as set out in Section 5(c), except that Immunomedics shall, during the Severance Period, pay Dr. Goldenberg each month an amount equal to the monthly COBRA medical insurance cost under Immunomedics’ medical plan for Dr. Goldenberg and any eligible dependent(s) (less any required employee payments calculated as if Dr. Goldenberg had continued to be an employee), and all other employee benefits pursuant to Section 5(c) which are subject to COBRA. Throughout the Severance Period, in the event Immunomedics requests that Dr. Goldenberg provide services to Immunomedics, then Immunomedics will pay for the reasonable cost of an office and administrative assistant support for Dr. Goldenberg, and all reasonable expenses to set up and maintain such office (including telephone, fax and Internet access, office supplies and equipment, furniture, etc.), at a reasonable location of Dr. Goldenberg’s choice, but only to the extent such office, administrative assistant support and related expenses are necessary for Dr. Goldenberg to adequately provide such services.

(v) If Dr. Goldenberg terminates his employment following a Change in Control pursuant to Section 10(f), in addition to the Guaranteed Payments, Immunomedics will pay Dr. Goldenberg, in a lump sum within sixty (60) days following the date of his termination of employment, a Severance payment in an amount equal to three times (3x) his Total Annual Compensation, as previously defined above, (as such exists as of the date of termination).

(A) In the event Dr. Goldenberg’s employment terminates as provided in Section 13(c)(v), for or a period of three (3) years following the date of termination of employment (the “Enhanced Severance Period”), the Company or its successor, as the case may be, will, to the extent permitted under the Code, continue to provide to Dr. Goldenberg all of the benefits of his employment, as if he remained employed, as set out in Section 5(c), except that Immunomedics shall, during the Enhanced Severance Period, pay Dr. Goldenberg each month an amount equal to the monthly COBRA medical insurance cost under Immunomedics’ medical plan for Dr. Goldenberg and any eligible dependent(s) (less any required employee payments calculated as if Dr. Goldenberg had continued to be an employee), and all other employee benefits pursuant to Section 5(c) which are subject to COBRA. Throughout the Enhanced Severance Period, in the event Immunomedics requests that Dr. Goldenberg provide services to Immunomedics, then Immunomedics will pay for the reasonable cost of an office and administrative assistant support for Dr. Goldenberg, and all reasonable expenses to set up and maintain such office (including telephone, fax and Internet access, office supplies and

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equipment, furniture, etc.), at a reasonable location of Dr. Goldenberg’s choice, but only to the extent such office, administrative assistant support and related expenses are necessary for Dr. Goldenberg to adequately provide such services.

(d) In the event Dr. Goldenberg should expire during either Severance Period, Immunomedics will continue to make all Severance Cash Payments to his estate through the end of the Severance Period, continue to pay his estate a monthly amount for the cost of medical coverage for Dr. Goldenberg’s eligible dependents in accordance with Sections 13(c)(iv)(A) or 13(c)(v)(A), as applicable, and will continue to pay all Patent Lifetime Royalty Payments under Section 4.2(a)(ii) for the Life of each Patent.

(e) Specific Issues in the Event of a Change in Control (regardless of whether Dr. Goldenberg terminates his employment):

(i) Notwithstanding any provision to the contrary in the Company’s 2006 Stock Incentive Plan (the “2006 Incentive Plan”) or any applicable agreement under the 2006 Incentive Plan, upon the occurrence of a Change of Control, all stock options, restricted stock and other equity rights granted pursuant to the 2006 Incentive Plan held by Dr. Goldenberg will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by Dr. Goldenberg shall remain exercisable, notwithstanding anything in any other agreement governing such options, for a period of twenty-four (24) months following the end of the remaining balance of the Term of the Agreement; provided, however, that in no event will the option be exercisable (a) beyond its original term; or (b) beyond the extension period permitted under Section 409A of the Code. With respect to the equity grant made pursuant to the 2014 Incentive Plan as provided for in Section 4.1(c), upon the occurrence of a Change of Control, the unvested portion of the Performance Unit Grant will vest, if at all, based on actual performance as of the date of the Change of Control as set forth in the restricted stock unit agreement attached hereto as Exhibit A.

(ii) Notwithstanding any vesting provision to the contrary in any applicable plan, program or agreement providing for supplemental retirement benefits or deferred compensation, upon the occurrence of a Change of Control, Dr. Goldenberg’s accrued benefit under such plans, programs or agreements shall become fully vested on the date on which the Change in Control occurs, and Dr. Goldenberg’s accrued benefit shall be immediately payable on Dr. Goldenberg’s date of termination, unless Dr. Goldenberg has made a valid election under such plan, program or agreement to defer payment of such accrued benefits or Dr. Goldenberg’s accrued benefit constitutes “deferred compensation” within the meaning of section 409A of the Code and the terms of the applicable plan, program or agreement provides otherwise with respect to the timing of payment of the accrued benefit.

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(f) Required Postponement for Specified Executives .

(i) If Dr. Goldenberg is considered a Specified Executive (as defined below) and payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A, and the accumulated postponed amounts, with accrued interest as described below, shall be paid in a lump sum payment within five days after the end of the six month period. If Dr. Goldenberg dies during the postponement period prior to the payment of benefits, the amounts postponed on account of Section 409A, with accrued interest as described in subsection (b) below, shall be paid to the personal representative of Dr. Goldenberg’s estate within 60 days after the date of Dr. Goldenberg’s death.

(ii) If payment of any amounts under this Agreement is required to be delayed pursuant to Section 13(f)(i), the Company shall pay interest on the postponed payments from the date on which the amounts otherwise would have been paid to the date on which such amounts are paid at an annual rate equal to the rate published in the Wall Street Journal as the “prime rate” as of Dr. Goldenberg’s date of termination.

(iii) The term “Specified Executive” means an employee who, at any time during the 12-month period ending on the identification date (defined below), is (i) an officer of the Company or a member of its controlled group (as determined for purposes of section 416(i) of the Code) who has annual compensation greater than $135,000 (or such other amount as may be in effect under Section 416(i)(l) of the Code), (ii) a 5% owner of the Company or (iii) a 1% owner of the Company who has annual compensation greater than $150,000. The identification date shall be each December 31, and the determination of Specified Executives as of such identification date shall apply for the 12-month period following April 1 after the identification date. The determination of Specified Executives, including the number and identity of persons considered officers, shall be made by the Company in accordance with the provisions of Sections 416(i) and 409A of the Code and the regulations issued thereunder.

(g) Required Release . As a condition to receiving any Severance Payments under this Section (other than Guaranteed Payments, which are not subject to this condition), Immunomedics may require Dr. Goldenberg to execute a written release of any and all claims against the Company and all related parties with respect to all matters arising out of Dr. Goldenberg’s employment by the Company, or the termination thereof (the “Release”) in a form provided by the Company but acceptable to Dr. Goldenberg. The Company hereby agrees that it will provide Dr. Goldenberg with the form of release agreement on or within seven days after Dr. Goldenberg’s separation from service and, to be entitled to any Severance Payments under this Section 13 (other than Guaranteed Payments, which are not subject to this condition), Dr. Goldenberg must execute, and not revoke, it during the minimum time period permitted by applicable law. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Dr. Goldenberg’s execution of the Release, directly or indirectly, result in Dr. Goldenberg designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

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Subject to Dr. Goldenberg’s execution and non-revocation of the Release, the Severance Payments (other than Guaranteed Payments, which are not subject to this condition) shall be paid or commence being paid within 60 days after Dr. Goldenberg’s separation from service but not earlier than the date on which the Release becomes effective and not in contravention of any delay required by Section 13(f). If, however, the period during which Dr. Goldenberg has discretion to execute and/or revoke the Release straddles two calendar years, the Severance Payments (other than Guaranteed Payments, which are not subject to this condition) shall not be paid or commence being paid, as applicable, before the beginning of the second of the two calendar years, regardless of within which calendar year Dr. Goldenberg actually delivers the executed Release to the Company. Consistent with Section 409A, Dr. Goldenberg may not, directly or indirectly, designate the calendar year of payment.

14. [INTENTIONALLY OMITTED]

15. Parties in Interest . This Agreement is personal in nature and no party to this Agreement may assign or transfer this Agreement or any rights or obligations hereunder, without the first obtaining the express written consent of the other party.

16. Notices . All notices, proposals, submissions, offers, approvals, agreements, elections, consents, acceptances, waivers, reports, plans, requests, instructions, options or other exercise of rights, and other communications required or permitted to be made or given hereunder (all of the foregoing hereinafter collectively referred to as “communications”) shall be in writing, signed by or on behalf of the notifying party, and shall be deemed to have been duly made or given when (i) delivered personally with receipt acknowledged, (ii) sent by registered or certified mail or equivalent, return receipt requested, (iii) sent by facsimile or (iv) sent by recognized overnight courier for delivery within 48 hours, in each case addressed or sent to the parties at the following addresses or facsimile numbers or to such other or additional address or facsimile number as any party shall hereafter specify by Communication to the other parties:

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or to the appropriate attorney of record for Immunomedics or Dr. Goldenberg, respectively. Notice of change of address shall be deemed given when actually received or upon refusal to accept delivery thereof; all other communications shall be deemed to have been given, received and dated on the earliest of: (1) when actually received or upon refusal to accept delivery thereof, (ii) on the date when delivered personally, (iii) one (1) day after being sent by facsimile or telex, (iv) 48 hours after being sent by overnight courier and (v) three (3) business days after mailing.

17. Governing Law . This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the state of New Jersey, without giving effect to the principles of conflict of laws.

(a) Section 409A of the Code . This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, to the extent applicable, and shall be so construed. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. For purposes of Section 409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments shall be treated as the right to a series of separate payments. All reimbursements or in-kind benefits provided under this Agreement shall be made or provided in accordance with Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Dr. Goldenberg’s lifetime (or during a shorter time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement or the amount of in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Nothing herein shall be construed as having modified the time and form of payment of any amounts or payments of “deferred compensation” within the meaning section 409A of the Code that were otherwise payable pursuant to the terms of any agreement between Company and Dr. Goldenberg in effect on or after January 1, 2005 and prior to the date of this Agreement. If Dr. Goldenberg is considered a specified employee (as defined under Section 409A of the Code) and payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section

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409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated postponed amounts, with accrued interest as described below, shall be paid in a lump sum payment within five days after the end of the six month period. If Dr. Goldenberg dies during the postponement period prior to the payment of benefits, the amounts postponed on account of section 409A of the Code, with accrued interest as described below, shall be paid to the personal representative of Dr. Goldenberg’s estate within 60 days after the date of Dr. Goldenberg’s death. If payment of any amounts under this Agreement is required to be delayed pursuant to the preceding sentence, the Company shall pay interest on the postponed payments from the date on which the amounts otherwise would have been paid to the date on which such amounts are paid at an annual rate equal to the rate published in the Wall Street Journal as the “prime rate” as of Dr. Goldenberg’s date of termination.

18. Captions: Word Meanings . Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope of this Agreement or any provision hereof. The words “hereby”, “herein”, “hereinabove”, “hereinafter”, “hereof’ and “hereunder”, when used anywhere in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear, unless the context otherwise requires. The singular shall include the plural, the conjunctive shall include the disjunctive and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires.

19. Miscellaneous .

(a) Proration . Wherever in this Agreement there is provision for proration of Annual Net Sales or any other calculation for any partial fiscal year, such proration shall be effected by multiplying the total Annual Net Sales or other annualized figure as the case may be, by a fraction, the numerator of which shall be the actual number of days included in such partial fiscal year and the denominator of which shall be 365.

(b) Offsets . Wherever provision is made in this Agreement for the payment of any amounts by one party hereto to another, such amounts either may be paid directly by the party obligated to make the payments to the other party or, at the option of the party obligated to make such payments and with the consent of the other party, the obligated party may offset the amounts it is obligated to pay against all or part of any amounts owed that the other party is obligated to pay the first party, pursuant to or in connection with this Agreement, but not in contravention of any deferred compensation offset prohibition under section 409A of the Code.

20. Binding Effect . This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties, their respective legal representatives, heirs, successors and permitted assigns.

21. Entire Agreement . This Agreement, together with the documents specifically referenced herein, each of which is incorporated by reference and be governed by the provisions of this Agreement constitutes the entire agreement between the parties. This Agreement supersedes and replaces any other prior agreement or understandings between Dr. Goldenberg

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and Immunomedics on any subject covered by this Agreement. This Agreement may not be modified or amended in any manner other than in writing executed by or on behalf of both parties on a date subsequent to the date of this Agreement.

22. Severability . If an arbitrator or court of competent jurisdiction should determine that any provision of this Agreement is overly broad in scope or duration, prohibited or unenforceable, the parties may meet and attempt to reach agreement on a mutually acceptable modification that would be enforceable. If the parties cannot reach agreement on a modification within a reasonable time period, the arbitrator or court shall have the authority to modify that portion of the Agreement only to the minimal extent possible to make it legally enforceable, and the balance of the Agreement shall remain in force without regard for the prohibited portion.

23. Survival of Provisions . The provisions of Sections 4.1, 4.2, 5, 7, 8 through 13,15, 16,17,19, 22 and 23 of this Agreement, and the provisions of any agreement incorporated by reference herein, shall survive expiration of the term or termination of employment for any reason.

24. Counterparts . This Agreement is written in the English language and may be executed in any number of English language counterparts and each such duplicate counterpart shall constitute an original, any one of which may be introduced in evidence or used for any other purpose without the production of its duplicate counterpart. Moreover, notwithstanding that any of the parties did not execute the same counterpart, each counterpart shall be deemed for all purposes to be an original, and all such counterparts shall constitute one and the same instrument, binding on all of the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year written below.

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Exhibit 10.2

EXECUTION COPY

I MMUNOMEDICS , I NC .

R ESTRICTED S TOCK U NITS N OTICE

UNDER THE

I MMUNOMEDICS , I NC .

2014 L ONG -T ERM I NCENTIVE P LAN

This Notice evidences the award of restricted stock units (each, an “ RSU ,” and collectively, the “ RSUs ”) of Immunomedics, Inc., a Delaware corporation (the “ Company ”), that have been granted to you pursuant to the Immunomedics, Inc. 2014 Long-Term Incentive Plan (the “ Plan ”) and conditioned upon your agreement to the terms of the attached Restricted Stock Units Agreement (the “ Agreement ”). This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. Each RSU is equivalent in value to one share of the Company’s Common Stock and represents the Company’s commitment to issue one share of the Company’s Common Stock at a future date, subject to the terms of the Agreement and the Plan. The RSUs are credited to a separate account maintained for you on the books and records of the Company (the “ Account ’). All amounts credited to the Account will continue for all purposes to be part of the general assets of the Company.

Grant Date : July 14, 2015

Number of RSUs : 1,500,000

Vesting Schedule : All of the RSUs are nonvested and forfeitable as of the Grant Date. So long as your Service (as defined in the Agreement) is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur (except as set forth below), the RSUs shall vest as follows:

For avoidance of doubt, if the Fair Market Value of one share of Common Stock is $15 or more based on the average closing price for 30 consecutive trading days at a time when no other Performance Milestones have previously been satisfied, then the Performance Milestones will be deemed satisfied with respect to all RSUs.

Subject to the Service conditions set forth above, in the event of a Change of Control prior to the Expiration Date, all unvested RSUs will vest, if at all, based on the actual price per Common Share as of the date of the Change of Control. For purposes of determining whether the Performance Milestones are satisfied in such case, the relevant measure will be the Fair Market Value of a Common Share based on the consideration payable in connection with and as of the date of the Change of Control without regard to the prior 30 consecutive trading days.

I acknowledge that I have carefully read the Agreement and the prospectus for the Plan. I agree to be bound by all of the provisions set forth in those documents. I also consent to electronic delivery of all notices or other information with respect to the RSUs or the Company.

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Exhibit 3.1

I MMUNOMEDICS , I NC .

R ESTRICTED S TOCK U NITS A GREEMENT

UNDER THE

I MMUNOMEDICS , I NC .

2014 L ONG -T ERM I NCENTIVE P LAN

1. Terminology . Unless otherwise provided in this Agreement, capitalized terms used herein are defined in the Glossary at the end of this Agreement.

2. Vesting . All of the RSUs are nonvested and forfeitable as of the Grant Date. So long as your Service is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, the RSUs will become vested and nonforfeitable in accordance with the vesting schedule set forth in the Notice. Except for the circumstances, if any, described in the Notice, none of the RSUs will become vested and nonforfeitable after your Service ceases.

3. Termination of Employment or Service . Unless otherwise provided in the Notice, if your Service with the Company ceases for any reason, all RSUs that are not then vested and nonforfeitable will be forfeited to the Company immediately and automatically upon such cessation without payment of any consideration therefor and you will have no further right, title or interest in or to such RSUs or the underlying shares of Common Stock.

4. Restrictions on Transfer . Except to the extent permitted under Section 9(b) of the Plan, neither this Agreement nor any of the RSUs may be assigned, transferred, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise, and the RSUs shall not be subject to execution, attachment or similar process. All rights with respect to this Agreement and the RSUs shall be exercisable during your lifetime only by you or your guardian or legal representative. Notwithstanding the foregoing, the RSUs may be transferred upon your death by last will and testament or under the laws of descent and distribution.

5. Dividend Equivalent Payments . If, prior to the settlement date, the Company declares a cash dividend on the shares of Common Stock, then, on the payment date of the dividend, the Grantee’s Account shall be credited with dividend equivalents in an amount equal to the dividends that would have been paid to the Grantee if one share of Common Stock had been issued on the Grant Date for each RSU granted to the Grantee as set forth in this Agreement. Dividend equivalents shall be withheld by the Company for the Grantee’s Account and shall be subject to the same vesting and forfeiture restrictions as the RSUs to which they are attributable and shall be paid in cash on the same date that the RSUs to which they are attributable are settled and paid in accordance with Section 5 hereof. If your vested RSUs have been settled after the record date but prior to the dividend payment date, any RSUs that would be credited pursuant to the preceding sentence shall be settled on or as soon as practicable after the dividend payment date.

6. Settlement of RSUs .

(a) Manner of Settlement . You are not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement of the RSUs. The Company will issue to you, in settlement of your RSUs and subject to the provisions of Section 7 below, the number of whole shares of Common Stock that equals the number of whole RSUs that become vested, and such vested RSUs will terminate and cease to be outstanding upon such issuance of the shares. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares on your behalf electronically to the Company’s designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason.

(b) Timing of Settlement . Your RSUs will be settled by the Company, via the issuance of Common Stock as described herein, on the date that the RSUs become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for

business. Notwithstanding the foregoing, in the event that (i) you are subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or you are otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by your RSUs are scheduled to be issued on a day (the “ Original Distribution Date ”) that does not occur during an open “window period” applicable to you, as determined by the Company in accordance with such policy, or does not occur on a date when you are otherwise permitted to sell shares of the Company’s Common Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from your distribution, then such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open “window period” applicable to you pursuant to such policy (regardless of whether you are still providing continuous services at such time) or the next business day when you are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares under this Agreement is intended to comply with Treasury Regulation 1.409A-1 (b)(4) and shall be construed and administered in such a manner.

6. Tax Withholding . On or before the time you receive a distribution of the shares subject to your RSUs, or at any time thereafter as requested by the Company, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate which arise in connection with your RSUs (the “ Withholding Taxes ”). Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your RSUs by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker- dealer that is a member of the Financial Industry Regulatory Authority (a “ FINRA Dealer ”) whereby you irrevocably elect to sell a portion of the shares to be delivered under the Agreement to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the RSUs with a Fair Market Value (measured as of the date shares of Common Stock are issued to you pursuant to Section 5) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld shall not exceed, by more than the Fair Market Value of one share of Common Stock, the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Common Stock. In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

7. Adjustments for Corporate Transactions and Other Events .

(a) Stock Dividend. Stock Split and Reverse Stock Split . Upon a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, the number of outstanding RSUs shall, without further action of the Administrator, be adjusted to reflect such event; provided, however, that any fractional RSUs resulting from any such adjustment shall be eliminated. Adjustments under this paragraph will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive.

(b) Merger, Consolidation and Other Events . If the Company shall be the surviving or resulting corporation in any merger or consolidation and the Common Stock shall be converted into other securities, the RSUs shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the RSUs would have been entitled. If the stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the

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Company or acquisition of its assets, securities of another entity or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property (including cash) to which a holder of the number of shares of Common Stock subject to the RSUs would have been entitled, in the same manner and to the same extent as the RSUs.

8. Non-Guarantee of Employment or Service Relationship . Nothing in the Plan or this Agreement shall alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between the Company and you, or as a contractual right of you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any nonvested and forfeitable RSUs or any other adverse effect on your interests under the Plan.

9. Rights as Stockholder . You shall not have any of the rights of a stockholder with respect to any shares of Common Stock that may be issued in settlement of the RSUs until such shares of Common Stock have been issued to you. No adjustment shall be made for dividends, distributions, or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 10 of the Plan and Section 5 of this Agreement.

10. The Company’s Rights . The existence of the RSUs shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11. Restrictions on Issuance of Shares . The issuance of shares of Common Stock upon settlement of the RSUs shall be subject to and in compliance with all applicable requirements of federal, state, or foreign law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the RSUs shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the RSUs, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.

12. Notices . All notices and other communications made or given pursuant to this Agreement shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company, or in the case of notices delivered to the Company by you, addressed to the Administrator, care of the Company for the attention of its Secretary at its principal executive office or, in either case, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this award of RSUs by electronic means or to request your consent to participate in the Plan or accept this award of RSUs by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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13. Entire Agreement . This Agreement, together with the relevant Notice and the Plan, contain the entire agreement between the parties with respect to the RSUs granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the RSUs granted hereunder shall be void and ineffective for all purposes.

14. Amendment . This Agreement may be amended from time to time by the Administrator in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the RSUs as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.

15. 409A Savings Clause . This Agreement and the RSUs granted hereunder are intended to fit within the “short-term deferral” exemption from Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-1 (b)(4). In administering this Agreement, the Company shall interpret this Agreement in a manner consistent with such exemption. Notwithstanding the foregoing, if it is determined that the RSUs fail to satisfy the requirements of the short-term deferral rule and are otherwise deferred compensation subject to Section 409A, and if you are a “Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of additional taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Section 409A of the Code and Treasury Regulation Section 1.409A-2(b)(2). For purposes of Section 409A of the Code, the payment of dividend equivalents under Section 5 of this Agreement shall be construed as earnings and the time and form of payment of such dividend equivalents shall be treated separately from the time and form of payment of the underlying RSUs.

16. No Obligation to Minimize Taxes . The Company has no duty or obligation to minimize the tax consequences to you of this award of RSUs and shall not be liable to you for any adverse tax consequences to you arising in connection with this award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this award and by signing the Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.

17. Conformity with Plan . This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is available upon request to the Administrator.

18. No Funding . This Agreement constitutes an unfunded and unsecured promise by the Company to issue shares of Common Stock in the future in accordance with its terms. You have the status of a general unsecured creditor of the Company as a result of receiving the grant of RSUs.

19. Effect on Other Employee Benefit Plans . The value of the RSUs subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

20. Governing Law . The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning the applicability of laws of other jurisdictions. As a condition of this Agreement, you agree that you will not bring any action arising under, as a result of, pursuant to or relating to, this Agreement in any

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court other than a federal or state court in the districts which include New Jersey, and you hereby agree and submit to the personal jurisdiction of any federal court located in the district which includes New Jersey or any state court in the district which includes New Jersey. You further agree that you will not deny or attempt to defeat such personal jurisdiction or object to venue by motion or other request for leave from any such court.

21. Resolution of Disputes . Any dispute or disagreement which shall arise under, or as a result of, or pursuant to or relating to, this Agreement shall be determined by the Administrator in good faith in its absolute and uncontrolled discretion, and any such determination or any other determination by the Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the terms of this Agreement, will be final, binding and conclusive on all persons affected thereby. You agree that before you may bring any legal action arising under, as a result of, pursuant to or relating to, this Agreement you will first exhaust your administrative remedies before the Administrator. You further agree that in the event that the Administrator does not resolve any dispute or disagreement arising under, as a result of, pursuant to or relating to, this Agreement to your satisfaction, no legal action may be commenced or maintained relating to this Agreement more than twenty-four (24) months after the Administrator’s decision.

22. Headings . The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

23. Electronic Delivery of Documents . By your signing the Notice, you (i) consent to the electronic delivery of this Agreement, all information with respect to the Plan and the RSUs, and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to the electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents.

24. No Future Entitlement . By your signing the Notice, you acknowledge and agree that: (i) the grant of a restricted stock unit award is a one-time benefit which does not create any contractual or other right to receive future grants of restricted stock units, or compensation in lieu of restricted stock units, even if restricted stock units have been granted repeatedly in the past; (ii) all determinations with respect to any such future grants and the terms thereof will be at the sole discretion of the Committee; (iii) the value of the restricted stock units is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (iv) the value of the restricted stock units is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension or retirement benefits; (v) the vesting of the restricted stock units ceases upon termination of Service with the Company or transfer of employment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in this Agreement; (vi) the Company does not guarantee any future value of the restricted stock units; and (vii) no claim or entitlement to compensation or damages arises if the restricted stock units decrease or do not increase in value and you irrevocably release the Company from any such claim that does arise.

25. Personal Data . For purposes of the implementation, administration and management of the restricted stock units or the effectuation of any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or other similar corporate transaction involving the Company (a “ Corporate Transaction ”), you consent, by execution of the Notice, to the collection, receipt, use, retention and transfer, in electronic or other form, of your personal data by and among the Company and its third party vendors or any potential party to a potential Corporate Transaction. You understand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status, social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes and shares awarded, cancelled, vested and unvested) may be transferred to third parties assisting in the implementation, administration and management of the restricted stock units or the effectuation of a Corporate Transaction and you

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expressly authorize such transfer as well as the retention, use, and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that data will be held only as long as is necessary to implement, administer and manage the restricted stock units or effect a Corporate Transaction. You understand that you may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary. You understand, however, that refusing or withdrawing your consent may affect your ability to accept a restricted stock unit award.

{ Glossary begins on next page }

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GLOSSARY

(a) “ Administrator ” means the Board of Directors of Immunomedics, Inc. or such committee or committees appointed by the Board to administer the Plan.

(b) “ Affiliate ” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with Immunomedics, Inc. (including but not limited to joint ventures, limited liability companies, and partnerships). For this purpose, “control” means ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

(c) “ Agreement ” means this document, as amended from time to time, together with the Notice and the Plan which are incorporated herein by reference.

(d) “ Change in Control ” has the meaning set forth in the Plan.

(e) “ Code ” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations and other guidance promulgated thereunder.

(f) “ Common Stock ” means the common stock, US$.01 par value per share, of Immunomedics, Inc.

(g) “ Company ” means Immunomedics, Inc. and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only Immunomedics, Inc.

(h) “ Employment Agreement ” means the employment agreement entered into by the Company and Dr. Goldenberg effective as of July 1, 2015.

(i) “ Fair Market Value ” has the meaning set forth in the Plan. The Plan generally defines Fair Market Value to mean the closing price per share of Common Stock on the relevant date on the principal exchange or market on which the Common Stock is then listed or admitted to trading or, if no sale is reported for that date, the last preceding Business Day on which a sale was reported.

(j) “ Good Reason ” has the meaning set forth in the Employment Agreement.

(k) “ Grant Date ” means the effective date of a grant of RSUs made to you as set forth in the relevant Notice.

(I) “ Notice ” means the statement, letter or other written notification provided to you by the Company setting forth the terms of a grant of RSUs made to you.

(m) “ Permanent Disability ” has the meaning set forth in the Employment Agreement.

(n) “ Plan ” means the Immunomedics 2014 Long-Term Incentive Plan, as amended from time to time.

(o) “ RSU ” means the Company’s commitment to issue one share of Common Stock at a future date, subject to the terms of the Agreement and the Plan.

(p) “ Service ” means your employment, service as a non-executive director, or other service relationship with the Company and its Affiliates. Your Service will be considered to have ceased with the Company and its Affiliates if, immediately after a sale, merger, or other corporate transaction, the trade, business, or entity with which you are employed or otherwise have a service relationship is not Immunomedics, Inc. or its successor or an Affiliate of Immunomedics, Inc. or its successor.

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(q) “ You ” or “ Your ” means the recipient of the RSUs as reflected on the applicable Notice. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the RSUs may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person.

{ End of Agreement }

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