SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 4)
IMMUNOMEDICS, INC.
-------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------------
(Title of Class of Securities)
452907 10 8
-------------------
(CUSIP Number)
Howard M. Cohen, Esq.
Warshaw Burstein Cohen Schlesinger & Kuh, LLP
555 Fifth Avenue
New York, New York 10017
(212) 984-7700
-----------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 10, 1997
-----------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with statement [ ].
<PAGE>
CUSIP No. 452907 10 8
- --------------------------------------------------------------------------------
1. Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Person
David M. Goldenberg
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power 7,902,243
Beneficially -------------------------------------------------
Owned by Each 8. Shared Voting Power 5,104,577
Reporting -------------------------------------------------
Person With 9. Sole Dispositive Power 7,902,243
-------------------------------------------------
10. Shared Dispositive Power 3,628,800
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 13,314,512
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 36.9%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
2
<PAGE>
CUSIP No. 452907 10 8
- --------------------------------------------------------------------------------
1. Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Person
Deborah S. Goldenberg
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power 0
Beneficially --------------------------------------------
Owned by Each 8. Shared Voting Power 2,324,784
Reporting --------------------------------------------
Person With 9. Sole Dispositive Power 0
--------------------------------------------
10. Shared Dispositive Power 2,324,784
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 2,324,784
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 6.5%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
3
<PAGE>
CUSIP No. 452907 10 8
- --------------------------------------------------------------------------------
1. Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Person
Eva J. Goldenberg
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power 0
Beneficially --------------------------------------------
Owned by Each 8. Shared Voting Power 2,324,784
Reporting --------------------------------------------
Person With 9. Sole Dispositive Power 0
--------------------------------------------
10. Shared Dispositive Power 2,324,784
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 2,324,784
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 6.5%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
4
<PAGE>
CUSIP No. 452907 10 8
- --------------------------------------------------------------------------------
1. Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Person
Neil A. Goldenberg
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power 0
Beneficially --------------------------------------------------
Owned by Each 8. Shared Voting Power 844,700
Reporting --------------------------------------------------
Person With 9. Sole Dispositive Power 0
--------------------------------------------------
10. Shared Dispositive Power 844,700
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 844,700
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 2.3%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
5
<PAGE>
CUSIP No. 452907 10 8
- --------------------------------------------------------------------------------
1. Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Person
Lee R. Goldenberg
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power 0
Beneficially -------------------------------------------------
Owned by Each 8. Shared Voting Power 854,700
Reporting -------------------------------------------------
Person With 9. Sole Dispositive Power 0
-------------------------------------------------
10. Shared Dispositive Power 854,700
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 854,700
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 2.4%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
6
<PAGE>
CUSIP No. 452907 10 8
- --------------------------------------------------------------------------------
1. Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Person
Escalon Corp.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization Delaware
- --------------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power 0
Beneficially ---------------------------------------------------
Owned by Each 8. Shared Voting Power 200,000
Reporting ---------------------------------------------------
Person With 9. Sole Dispositive Power 0
---------------------------------------------------
10. Shared Dispositive Power 200,000
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 200,000
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 0.6%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
7
<PAGE>
This Amendment No. 4 amends the Schedule 13D filed on behalf of David M.
Goldenberg, Deborah S. Goldenberg, Eva J. Goldenberg, Neil A. Goldenberg and
Escalon Corp. on February 15, 1985, as amended (the "Statement"). This Amendment
reflects, among other things: (i) the decrease in the number of shares of common
stock owned by David M. Goldenberg as a result of an agreement with his ex-wife,
Hildegard Gruenbaum (formerly Hildegard Goldenberg), pursuant to which, among
other things, they agreed to equitable distribution of shares of common stock of
Immunomedics, Inc. and (ii) the addition of Lee R. Goldenberg as a joint filer
of this Amendment as the result of his becoming the beneficial and record owner
of certain shares previously held by Hildegard Gruenbaum as his custodian under
the New Jersey Gifts to Minor Act (David M. Goldenberg, Deborah S. Goldenberg,
Eva J. Goldenberg, Neil A. Goldenberg, Lee R. Goldenberg and Escalon Corp. are
collectively referred to as the "Reporting Persons"). In light of the foregoing,
this Amendment restates and amends the entire text of the Statement.
Item 1. SECURITY AND ISSUER.
-------------------
This Statement relates to the Common Stock, $.01 par value ("Common
Stock"), of Immunomedics, Inc. (the "Company"). The principal executive offices
of the Company are located at 300 American Road, Morris Plains, New Jersey
07950.
Item 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement relates to shares owned or controlled by the following:
A. DAVID M. GOLDENBERG. Dr. Goldenberg's business address is:
David M. Goldenberg
c/o Immunomedics, Inc.
300 American Road
Morris Plains, New Jersey 07950
Dr. Goldenberg's principal occupations are as Chairman and Chief
Executive Officer of the Company, which has the same principal business address,
and as President of The Center for Molecular Medicine and Immunology, an
independent not-for-profit research center, whose address is 520 Belleville
Avenue, Belleville, New Jersey 07109.
8
<PAGE>
B. DEBORAH S. GOLDENBERG. Ms. Goldenberg's business address is:
Deborah S. Goldenberg
c\o Dombroff & Gilmore
2828 Pennsylvania Avenue, N.W.
Washington, DC 20007
Ms. Goldenberg's principal occupation is as an attorney employed by
Dombroff & Gilmore, 2828 Pennsylvania Avenue, N.W., Washington, DC 20007.
C. EVA J. GOLDENBERG. Ms. Goldenberg's business address is:
Eva J. Goldenberg
c\o Russ Berrie & Co., Inc.
111 Bauer Drive
Oakland, New Jersey 07436
Ms. Goldenberg's principal occupation is as an attorney employed by Russ
Berrie & Co., Inc., 111 Bauer Drive, Oakland, New Jersey 07436.
D. NEIL A. GOLDENBERG. Mr. Goldenberg is a full-time student. His
mailing address is:
c/o Immunomedics, Inc.
300 American Road
Morris Plains, New Jersey 07950
E. LEE R. GOLDENBERG. Mr. Goldenberg's business address is:
The Inn at Essex
70 Essex Way
Essex Junction, Vermont 05452
Mr. Goldenberg's principal occupation is as an assistant manager
employed by The Inn at Essex, Essex Junction, Vermont.
F. ESCALON CORP. Escalon Corp. is a Delaware corporation whose
principal business address is:
c/o National Corporate Research Ltd.
15 North Street
Dover, Delaware 19901
David M. Goldenberg is sole officer and director of Escalon Corp.
9
<PAGE>
None of the Reporting Persons has, during the last five years, either
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Each
of the foregoing individuals is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The shares of Common Stock were originally acquired more than five years
prior to the date of this amended Statement (except to the extent that such
shares of Common Stock were subsequently transferred among members of the family
of David M. Goldenberg and trusts or entities controlled by such persons) and
the source and amount of funds previously expended is thus not material.
Substantially all of the shares were acquired upon the initial capitalization of
the Issuer. From time to time since the acquisition of such shares, certain of
such shares have been transferred among members of the family of David M.
Goldenberg and trusts or entities controlled by such persons. Such persons may
acquire additional securities from time to time either in open market
transactions or in privately negotiated transactions, but have no present plan
to do so. Subject to the restrictions imposed by Rule 144 under the Securities
Act of 1933, such persons may dispose of the shares of Common Stock from time to
time in the open market transactions, or may resell such shares in privately
negotiated transactions.
Item 4. PURPOSE OF TRANSACTION.
----------------------
David M. Goldenberg and his ex-wife, Hildegard Gruenbaum, are parties to
an agreement, dated as of December 24, 1996, as modified as of February 10, 1997
(as modified, the "Settlement Agreement") pursuant to which, among other things,
David M. Goldenberg transferred to Hildegard Gruenbaum 819,169 shares of Common
Stock. Pursuant to the Settlement Agreement, Hildegard Gruenbaum has agreed (i)
to execute any and all documents necessary to grant to David M. Goldenberg the
right to vote all the shares of Common Stock owned by her and (ii) not to sell
any shares of Common Stock prior to January 16, 1997 and in each quarterly
period thereafter not to sell more than 250,000 shares of Common Stock.
None of the Reporting Person have any present plans or proposals which
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
10
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
As of February 10, 1997, David M. Goldenberg beneficially owned
13,314,512 shares of Common Stock, comprising approximately 36.9% of the
outstanding Common Stock. Dr. Goldenberg ownership reported above consists of
(i) 7,852,243 shares of Common Stock owned directly by Dr. Goldenberg, (ii)
307,692 shares of Common Stock, held by the David M. Goldenberg 1989 Trust (the
"DMG Trust"), of which Dr. Goldenberg has the right to receive certain income
generated by such trust, (iii) 3,428,800 shares of Common Stock owned by certain
of his children, as to which Dr. Goldenberg shares voting and dispositive power
with such children by reason of powers of attorney granted to him by them, (iv)
200,000 shares of Common Stock held by Escalon Corp., of which Dr. Goldenberg is
the sole officer and director, and as a result has shared voting and dispositive
power, (v) 50,000 shares of Common Stock which Dr. Goldenberg has the right to
acquire upon exercise of presently exercisable options, and (vi) 1,475,777
shares of Common Stock owned by Hildegard Gruenbaum, as to which Dr. Goldenberg
shares voting power with Hildegard Gruenbaum by reason of a proxy granted to him
by her.
As of February 10, 1997, Deborah S. Goldenberg beneficially owned
2,324,784 shares of Common Stock, comprising approximately 6.5% of the
outstanding Common Stock. Ms. Goldenberg ownership reported above consists of
(i) 864,700 shares of Common Stock owned directly by Ms. Goldenberg, as to which
Ms. Goldenberg shares voting and dispositive power with Dr. Goldenberg as a
result of the power of attorney granted by her to (ii) 307,692 shares of Common
Stock held by the Hildegard Goldenberg 1989 Trust (the "HG Trust"), of which Ms.
Goldenberg is a co-trustee with Eva Goldenberg and as a result shares voting and
dispositive power with her, (iii) 307,692 shares of Common Stock held by the DMG
Trust, of which Ms. Goldenberg is a co-trustee with Eva Goldenberg and as a
result shares voting and dispositive power with her, and (iv) 854,700 shares of
Common Stock held by the Denis C. Goldenberg 1993 Trust (the "DCG Trust"), of
which Ms. Goldenberg is a co-trustee with Eva Goldenberg and as a result shares
voting and dispositive power with her.
As of February 10, 1997, Eva J. Goldenberg beneficially owned 2,324,784
shares of Common Stock, comprising approximately 6.5% of the outstanding Common
Stock. Ms. Goldenberg ownership reported above consists of (i) 864,700 shares of
Common Stock owned directly by Ms. Goldenberg, as to which Ms. Goldenberg shares
voting and dispositive power with Dr. Goldenberg as a result of the power of
attorney granted to him by her, (ii) 307,692 shares of Common Stock held by the
HG Trust, of which Ms. Goldenberg is a co-trustee with Deborah Goldenberg and as
a result shares voting and dispositive power with her, (iii) 307,692 shares of
Common Stock held by the DMG Trust, of which Ms. Goldenberg is a co-trustee with
Deborah Goldenberg and as
11
<PAGE>
a result shares voting and dispositive power with her, and (iv) 854,700 shares
of Common Stock held by the DCG Trust), of which Ms. Goldenberg is a co-trustee
with Deborah Goldenberg and as a result shares voting and dispositive power with
her.
As of February 10, 1997, Neil A. Goldenberg beneficially owned 844,700
shares of Common Stock, comprising approximately 2.3% of the outstanding Common
Stock. Mr. Goldenberg ownership reported above consists of 844,700 shares of
Common Stock owned directly by Mr. Goldenberg, as to which Mr. Goldenberg shares
voting and dispositive power as a result of the power of attorney granted to Dr.
Goldenberg.
As of February 10, 1997, Lee R. Goldenberg beneficially owned 854,700
shares of Common Stock, comprising approximately 2.4% of the outstanding Common
Stock. Mr. Goldenberg ownership reported above consists of 854,700 shares of
Common Stock owned directly by Mr. Goldenberg, as to which shares Mr. Goldenberg
has shared voting and dispositive power as a result of the power of attorney
granted to Dr. Goldenberg by Mr. Goldenberg.
As of February 10, 1997, Escalon Corp. beneficially owned 200,000 shares
of Common Stock, comprising approximately 0.6% of the outstanding Common Stock.
David M. Goldenberg is the President and director of Escalon Corp., all of the
shares of which are owned by members of Dr. Goldenberg's family.
Except as set forth above, the Reporting Persons (a) did not own any
options, warrants or other rights to acquire shares and (b) did not effect any
transactions in the Common Stock during the past 60 days.
Item 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
As set forth above in Item 5, (i) Eva J. Goldenberg, Deborah S.
Goldenberg, Neil A. Goldenberg and Lee R. Goldenberg, adult children of David M.
Goldenberg, have each granted Dr. Goldenberg a revocable power of attorney
empowering him to vote and dispose of shares of Common Stock held by them in
their individual capacity and (ii) Hildegard Gruenbaum has granted a proxy to
David M. Goldenberg empowering to vote her shares of Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
1. Rule 13D(f) Statement.
2.A. Power of Attorney from Eva J. Goldenberg to David M. Goldenberg
dated November 1, 1993. (previously filed)
12
<PAGE>
2.B. Power of Attorney from Deborah S. Goldenberg to David M.
Goldenberg dated May 11, 1994. (previously filed)
2.C. Power of Attorney from Neil A. Goldenberg to David M. Goldenberg
dated May 6, 1994. (previously filed)
2.D. Power of Attorney from Lee R. Goldenberg to David M. Goldenberg
dated November 23, 1993.
2.E. Agreement, dated as of February 10, 1997, between Hildegard
Gruenbaum and David M. Goldenberg.
13
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: February 11, 1997 /s/ David M. Goldenberg
--------------------------------
David M. Goldenberg
Dated: February 11, 1997 /s/ Deborah S. Orlove
(formerly Deborah S. Goldenberg)
--------------------------------
Deborah S. Orlove
Dated: February 11, 1997 /s/ Eva J. Goldenberg
--------------------------------
Eva J. Goldenberg
Dated: February 11, 1997 /s/ Neil A. Goldenberg
--------------------------------
Neil A. Goldenberg
Dated: February 11, 1997 /s/ Lee R. Goldenberg
--------------------------------
Lee R. Goldenberg
ESCALON CORP.
Dated: February 11, 1997 By: /s/ David M. Goldenberg
--------------------------------
David M. Goldenberg, President
14
EXHIBIT 1
AGREEMENT TO FILE
A JOINT STATEMENT
By their signatures, the undersigned agree to file a joint Schedule 13D
and understand that such statement is filed by or on behalf of each of them.
Dated: February 11, 1997 /s/ David M. Goldenberg
--------------------------------
David M. Goldenberg
Dated: February 11, 1997 /s/ Deborah S. Orlove
(formerly Deborah S. Goldenberg)
--------------------------------
Deborah S. Orlove
Dated: February 11, 1997 /s/ Eva J. Goldenberg
--------------------------------
Eva J. Goldenberg
Dated: February 11, 1997 /s/ Neil A. Goldenberg
--------------------------------
Neil A. Goldenberg
Dated: February 11, 1997 /s/ Lee R. Goldenberg
--------------------------------
Lee R. Goldenberg
ESCALON CORP.
Dated: February 11, 1997 By: /s/ David M. Goldenberg
--------------------------------
David M. Goldenberg, President
15
EXHIBIT 2.D.
POWER OF ATTORNEY
-----------------
I, Lee R. Goldenberg, hereby grant to my father, David M. Goldenberg, a
limited power of attorney to continue to manage on my behalf all stock accounts
and to negotiate stock certificates in my name, including the power to vote
proxies to those stocks in my behalf, solely excepting account number
147-23592-12 007 had with Smith Barney Shearson.
Dated this 23rd day of November, 1993.
/s/ Lee R. Goldenberg
--------------------------------
Lee R. Goldenberg
Sworn and subscribed to me on this 23rd day of November, 1993.
/s/ David Feinsilver
--------------------------------
Notary Public
16
EXHIBIT 2.E.
Agreement, dated as of February 10, 1997, between Hildegard Gruenbaum
(formerly Hildegard Goldenberg), residing at 55 Talbot Court, Short Hills, New
Jersey 07078 ("HG") and David M. Goldenberg, residing at 330 Pleasant Valley
Road, Mendham, New Jersey 07945 ("DMG").
WHEREAS, HG and DMG are parties to an agreement (the "Settlement
Agreement"), dated as of December 24, 1996, as modified as of February 10, 1997
(the "Modification Agreement"), which, among other things, provides for the
equitable distribution of shares of common stock, par value $.01 per share (the
"Common Stock"), of Immunomedics, Inc. (the "Company");
WHEREAS, pursuant to the Settlement Agreement and the Modification
Agreement, among other things, (i) HG has agreed to certain quarterly and annual
limitations on her sales of Common Stock; and (ii) HG has agreed execute such
documents as are necessary to grant to DMG the right to vote all of her shares
of Common Stock; and
WHEREAS, HG and DMG desire to embody such agreements in a separate
agreement;
NOW, THEREFORE, it is hereby agreed as follows:
1. HG has voluntarily consented, to sell no more than 1,000,000 shares
of Common Stock received or retained by her pursuant to the Settlement Agreement
per year, selling no more than 250,000 shares per quarter. However, HG and DMG
agree that HG shall sell no further shares of Common Stock until January 16,
1997. Moreover, the quarterly and annual limitations set forth herein will
commence January 16, 1997. The first 35,000 shares sold by HG after the date
hereof shall not count towards the limits set forth herein. The restriction in
this Paragraph 1 shall not apply to the tender by HG of her shares in connection
with a tender offer or merger or similar transaction where a purchase of all of
the Common Stock is contemplated.
2. HG shall execute any and all documents necessary to grant to the DMG
the right to vote all of her shares of Common Stock. DMG shall, in good
conscience, vote these shares in a fashion that he believes, in his sole and
uncontrolled discretion, to be in the best interests of the Company.
3. This Agreement shall be construed in accordance with and governed by
the laws of the State of New Jersey applicable to contracts made and to be
performed wholly within such state.
17
<PAGE>
4. In the event of an inconsistency between any provision of this
Agreement and any provision of the Settlement Agreement, as modified by the
Modification Agreement, the Settlement Agreement, as modified by the
Modification Agreement, shall govern.
5. This Agreement may be executed in any number of 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.
6. This Agreement may be amended, modified, superseded, canceled,
renewed or extended, and the terms or covenants hereof may be waived, only by an
instrument executed by the party to be charged, or in the case of a waiver, by
the party waiving compliance.
7. The failure of either party at any time or times to require
performance of any provision of this Agreement in no manner shall affect the
right at a later time to enforce the same. No waiver by either party of a breach
of any term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such breach, or a waiver of any other term
or covenant contained in this Agreement.
8. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective legal representatives, heirs, successors and
permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
\s\ David M. Goldenberg
--------------------------------
David M. Goldenberg
\s\ Hildegard Gruenbaum
--------------------------------
Hildegard Gruenbaum (formerly
Hildegard Goldenberg)
18
