UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

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

          For the fiscal year ended June 30, 2002.

                                       or

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

               For the transition period from ______ to ________.

                         Commission file number: 0-12104

--------------------------------------------------------------------------------
                               IMMUNOMEDICS, INC.
             (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------
        Delaware                                         61-1009366
(State of incorporation)                    (I.R.S. Employer Identification No.)

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

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

        Securities registered pursuant to Section 12(b) of the Act: None

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

                          Common Stock, $0.01 par value
                         Preferred Share Purchase Rights
                                (Title of class)

                                       i
<PAGE>

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirement for the past 90 days. Yes _X_ No____

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained,  to the best of the registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

     The aggregate market value of our Common Stock held by non-affiliates as of
September 26, 2002 was approximately $266,452,632,  based on the last sale price
as  reported  by the Nasdaq  National  Market of $6.20 per share.  The number of
shares of our Common Stock outstanding as of September 26, 2002 was 49,877,443.


                      Documents Incorporated by Reference:


         Certain information required in Part III of this Annual Report on Form
10-K is incorporated from our Proxy Statement for the Annual Meeting of
Stockholders to be held on December 4, 2002.

                                       ii


<PAGE>
                                     PART I

Item 1 - Business

Introduction

     We are a biopharmaceutical company focused on the development,  manufacture
and  marketing  of  monoclonal  antibody-based  products for the  detection  and
treatment of cancer and other serious  diseases.  We have  developed a number of
advanced  proprietary  technologies that allow us to create humanized antibodies
that can be used either alone in unlabeled form, or conjugated with  radioactive
isotopes,  chemotherapeutics  or toxins to create highly targeted agents.  Using
these technologies, we have built a broad pipeline of diagnostic and therapeutic
product  candidates that utilize  several  different  mechanisms of action.  Our
technologies  are supported by an extensive  portfolio of intellectual  property
that includes approximately 80 issued patents in the United States and 233 other
issued patents worldwide.

     Our most advanced therapeutic product candidate, epratuzumab, is a compound
that binds to the malignant  cells that comprise  non-Hodgkin's  B-cell lymphoma
and certain other lymphocytic leukemias.  In December 2000, we granted a license
to Amgen  Inc.  to further  develop  and  commercialize  the  unlabeled  form of
epratuzumab in North America and Australia.  Amgen is currently  evaluating this
compound in Phase II and Phase III clinical trials for the treatment of patients
with  non-Hodgkin's   lymphoma.  We  currently  maintain  all  other  rights  to
epratuzumab  outside of the territories  granted to Amgen, as well as all rights
to  the  labeled  versions  of  the  compound  worldwide.  Accordingly,  we  are
conducting  clinical  trials of the unlabeled and  radiolabeled  versions of the
compound,  epratuzumab and  epratuzumab-Y-90,  as well as clinically  developing
four other therapeutic product candidates. We also have five therapeutic product
candidates in preclinical  development.  We intend to consider licensing some or
all of the  rights  we  possess  in  epratuzumab  as well as our  other  product
candidates if the right opportunities arise.

     In addition to our therapeutic  discoveries,  our proprietary  technologies
have also enabled us to develop highly specific  diagnostic  imaging agents, one
of which,  CEA-Scan,  has already been approved in the United States, Canada and
the European Union and is being marketed in the United States and Europe for the
detection of colorectal cancers. Our second diagnostic product,  LeukoScan,  has
been  approved  in  Europe  and is  being  marketed  for the  detection  of bone
infections. We have five additional diagnostic product candidates in preclinical
or clinical development. It is our hope that some day physicians will be able to
use our  therapeutic  and  diagnostic  products  in tandem  in order to  improve
patient care.

Background: The Use of Antibodies for Cancer Therapy


     Antibodies are protective proteins released by the immune system's B-cells,
a type of white blood cell. In the presence of a foreign  substance in the body,
such as a virus,  B-cells produce millions of different kinds of antibodies with
slightly  different  shapes that  enable them to bind to and thereby  affect the
molecular targets of antibodies, molecules known generically as antigens. Unique
antigens  are  present  on  viruses,  cancer  cells and white  blood  cells that
accumulate at sites of infections as well as other disease entities.

     Monoclonal  antibodies are currently  being  developed for  therapeutic use
either as single agents, or conjugated with other compounds. When used as single
agents,  antibodies  attract the  naturally  occurring  cytotoxic  host cells to
destroy tumor cells. In cases where monoclonal  antibodies are not potent enough
to  demonstrate  sufficient  anti-tumor  activity  alone,  it is now possible to
increase    their    effectiveness    by   attaching    radioactive    isotopes,
chemotherapeutics  or toxins.  Using these conjugated  antibodies,  the attached
agents can be concentrated in the targeted cell in order to enhance their effect
on the diseased cells and reduce the impact on healthy tissue.

     Several monoclonal antibodies have already been commercially  developed and
approved by the U.S. Food and Drug  Administration for use in cancer therapy. In
1997,  the first such  monoclonal  antibody  for cancer  therapy,  Rituxan,  was
approved for the  treatment of certain  patients  with  non-Hodgkin's  lymphoma.
Other examples of monoclonal  antibodies  approved by the FDA include Herceptin,
which was approved in late 1998 for use in breast cancer  patients  whose tumors
express  the HER2  antigen,  Mylotarg,  which was  approved  as a  drug-antibody
conjugate in June 2000 for the treatment of relapsed  acute myeloid  leukemia in
elderly  patients,  and  Zevalin,  which was  approved in February  2002 for the
treatment of relapsed follicular non-Hodgkin's lymphoma.

                                       1
<PAGE>

     Radioimmunotherapy  is  rapidly  emerging  as an  important  treatment  for
cancers  of  the  blood-forming  organs  due to the  radiosensitivity  of  these
malignancies  and the ready  accessibility  of the blood  and lymph  systems  to
monoclonal  antibodies.  Radioimmunotherapy is the process of targeting specific
radiation  attached  to  antibodies  to tumor cells in order to reduce the toxic
effects of radiation on healthy tissues.  Radioimmunotherapy  may also become an
important  adjunctive  therapy for  treating  certain  solid  cancers  following
surgery, radiation therapy or chemotherapy,  in which instances it may be useful
in  eliminating  circulating  and other  undetected  malignant  cells  missed by
primary tumor therapies. Attaching other compounds, such as chemotherapeutics or
toxins,  to antibodies may also become a significant  treatment method for solid
tumor types.  Particularly,  conjugated  antibodies may be effective for targets
that  internalize the antibody and release the compound  within the cell.  Until
released in the cell, the  chemotherapeutic or toxin could be inactive,  thereby
potentially sparing healthy tissue.

Our Clinical and Preclinical Programs

     We acquired our expertise in antibody selection, modification and chemistry
over the course of the development of our diagnostic  imaging products.  We have
now focused  this  expertise on the  development  of  monoclonal  antibody-based
therapeutics  for the  treatment  of  patients  with  cancer  and other  serious
diseases.  Each  antibody we develop is intended to have the capacity to be used
as a therapeutic agent and as a diagnostic imaging agent; in either case it will
bind to the  same  target.  Our  diagnostic  imaging  capacity  has  aided us in
developing and testing our therapeutic  product candidates by providing clinical
trial experience, particularly in targeting cancer with radiolabeled antibodies.

     Therapeutic Product Candidates

     We are currently  evaluating several therapeutic product candidates for the
treatment of various cancers.  Each antibody alone has therapeutic potential and
can   also   be   attached   to   therapeutic   radioisotopes    (radiolabeled),
chemotherapeutics  or toxins to create  unique and  potentially  more  effective
product  candidates.  The  attachment of various  compounds to the antibodies is
intended to allow the delivery of these  therapeutic  agents to tumor sites more
selectively than available  radiation  therapy or  chemotherapeutic  approaches.
This treatment  approach is designed to reduce the total exposure of the patient
to  the  therapeutic  agents,  which  potentially  minimizes  debilitating  side
effects.  We are  currently  focused on potential  therapeutics  that are either
naked  antibodies  or antibodies  bound to  radioisotopes,  such as  Yttrium-90,
called  Y-90,  or  Iodine-131,  called  I-131.  All of our  therapeutic  product
candidates are "humanized,"  with the portion of the antibody derived from mouse
DNA sequences being less than about 10%.

     We  currently  have  six  product   candidates  in  clinical   development:
epratuzumab,   epratuzumab-Y-90,   labetuzumab  (CEA-Cide),  labetuzumab  -Y-90,
labetuzumab  -I-131 and  AFP-Cide-Y-90,  as well as five product  candidates  in
preclinical  development:  our  humanized  CD20  antibody  (hCD20),  ProstaCide,
MelanomaCide,  MyelomaCide and LeukoCide.  We have licensed the further clinical
development  of our most  advanced  product  candidate,  the  unlabeled  form of
epratuzumab,  to Amgen for North  America  and  Australia.  We also have a broad
pipeline of other product candidates that target other cancers and diseases.

                                       2

<PAGE>

     The table below  summarizes the status of our current  therapeutic  product
candidates:

<TABLE>
<CAPTION>
--------------------------- -------------------------------- -------------------------- ---------------------------
Product Candidate           Target                           Status                     Marketing Rights
-----------------           ------                           ------                     ----------------
<S>                         <C>                              <C>                        <C>

epratuzumab (unlabeled)     Non-Hodgkin's lymphoma           Phase II and Phase III     Amgen
                                                             clinical trials            (North America & Australia)
                                                                                        Immunomedics
                                                                                        (all remaining countries)
epratuzumab-Y-90            Non-Hodgkin's B-cell lymphomas   Phase I/II clinical        Immunomedics
                                                             trials
Labetuzumab                 Colorectal and breast cancer     Phase I clinical trials    Immunomedics
(CEA-Cide)
labetuzumab-Y-90            Colorectal and pancreatic        Phase I/II clinical        Immunomedics
                            cancer                           trials
labetuzumab -I-131          Metastatic colorectal cancer     Phase II clinical trials   Immunomedics
AFP-Cide                    Liver cancer                     Phase I/II clinical        Immunomedics
                                                             trials
hCD20 antibody              Non-Hodgkin's lymphoma           Preclinical                Immunomedics
ProstaCide                  Prostate cancer                  Preclinical                Immunomedics
MelanomaCide                Malignant melanoma               Preclinical                Immunomedics
MyelomaCide                 Multiple myeloma                 Preclinical                Immunomedics
LeukoCide                   Myeloid leukemia                 Preclinical                Immunomedics
--------------------------- -------------------------------- -------------------------- ---------------------------
</TABLE>

     Epratuzumab and Epratuzumab-Y-90

     Our  most  advanced  therapeutic  product  candidate,   epratuzumab,  is  a
humanized antibody which targets an antigen,  known as the CD22 marker, which is
found on the surface of a certain  class of  lymphocytes,  a type of white blood
cell.  This  antibody also binds to the  malignant  forms of these cells,  which
comprise  non-Hodgkin's B-cell lymphoma and certain lymphocytic  leukemias.  The
initial 115 patient Phase I/II trials of unlabeled epratuzumab demonstrated good
safety, tolerability and antitumor activity.

     On December 17, 2000, we entered into a Development  and License  Agreement
with Amgen to license this antibody in its  unlabeled  form in North America and
Australia.  Under  this  agreement,  Amgen has  undertaken  the  final  clinical
development, manufacture and commercialization of epratuzumab for these markets.
We have retained the right to continue the clinical  development  of epratuzumab
in the remaining  markets,  as well as the right to the clinical  development of
epratuzumab-Y-90  and other versions of the antibody  where a  radioisotope  has
been  attached.  Currently,  Amgen is conducting  Phase III trials in low-grade,
non-Hodgkin's lymphoma patients who have failed chemotherapy or Rituxan therapy,
which Amgen assumed as part of its agreement  with us. Amgen is also  conducting
Phase II trials to evaluate the safety and activity of epratuzumab combined with
Rituxan,  both at their full doses,  for the treatment of similar  non-Hodgkin's
lymphoma  patients,  in order to determine if the combination has any advantages
over the use of Rituxan alone.

      Amgen has  released  interim  results of this Phase II  combination  trial
These data suggest that  epratuzumab  may have a beneficial  effect when used in
combination with Rituxan,  without  altering the safety profile of Rituxan.  The
trial included a total of 19 evaluable  patients:  15 indolent (low grade) and 4
aggressive  non-Hodgkin's lymphoma patients. In the indolent population,  67% of
patients, or 10 out of 15, responded as measured by standard criteria.  However,
9 out of the 10 responding  indolent  patients  fell into the complete  response
category. Three of the four evaluable aggressive non-Hodgkin's lymphoma patients
showed an objective  response,  with two  constituting a complete  response.  No
serious  drug-related  adverse  events were  observed.  This  combination  trial
together  with other  supportive  trials,  such as the Phase III trial and other
trials that are ongoing and  planned,  are part of the  regulatory  strategy for
this product.  We believe that the fastest track to obtain  regulatory  approval
will be to focus on the combination trial strategy.

                                       3
<PAGE>

     We  plan  to  continue  clinical   development  and   commercialization  of
epratuzumab and  epratuzumab-Y-90,  either alone or with a partner,  to the full
extent   permitted  by  our  agreement  with  Amgen.  We  have  been  evaluating
epratuzumab-Y-90  in a Phase I/II clinical  trial being  conducted in the United
States and Europe.  This clinical  trial is examining the safety and efficacy of
epratuzumab-Y-90 in patients with indolent or aggressive  non-Hodgkin's lymphoma
who have had a  relapse  of  disease  following  standard  chemotherapy.  We are
encouraged  by the  initial  results of this trial and we are in the  process of
expanding these studies.

     Labetuzumab, labetuzumab-Y-90 and labetuzumab-I-131

     We are developing a solid tumor therapeutic  product candidate that targets
an  antigen  known as  carcinoembryonic  antigen,  or CEA.  The CEA  antigen  is
abundant  at the site of  virtually  all  cancers of the colon and rectum and is
associated  with many other solid tumors.  Labetuzumab  is in clinical  testing,
both in an unlabeled form and as a radiolabeled  antibody. The unlabeled form is
being tested in a Phase I  dose-escalation  trial in patients with colorectal or
breast cancers. A Phase II trial is in progress in Europe for  labetuzumab-I-131
in patients  with proven or suspected  metastatic  colorectal  cancer who failed
chemotherapy.  We  believe  that the  initial  results  are  encouraging,  which
stimulated  us to  design a new trial  for  labetuzumab-Y-90  that uses the more
potent radioisotope,  Yttrium-90. This Phase I/II trial with labetuzumab-Y-90 is
ongoing in the United States in patients with advanced colorectal and pancreatic
cancers and is being expanded to investigational sites in Europe.

     Other Therapeutic Product Candidates

     We are  beginning  the clinical  evaluation  of a new  humanized  antibody,
called   AFP-Cide-Y-90,   for  the  treatment  of  primary   liver  cancer.   An
Investigational  New Drug  application,  or IND, for AFP-Cide to be studied in a
Phase I trial in patients with  advanced  primary liver cancer has been approved
by  the   FDA.   The   AFP-Cide   antibody   binds  to  an   antigen   known  as
alpha-fetoprotein,  which is commonly  produced  by primary  liver  tumors.  The
complementary diagnostic product,  AFP-Scan, has been studied in Phase II trials
involving  patients with primary liver cancer, as well as certain testicular and
ovarian germ-cell cancers,  and has shown targeting of these cancers.  We expect
to begin a Phase I trial to evaluate  this  antibody in a  radiolabeled  form in
late 2002. We plan to submit an IND for the clinical evaluation of our humanized
CD20 antibody for therapy of non-Hodgkin's lymphoma in late 2002. In addition to
these  product   candidates,   our  other  product   candidates  in  preclinical
development   include   MyelomaCide  for  the  treatment  of  multiple  myeloma,
MelanomaCide  for  the  treatment  of  malignant  melanoma,  ProstaCide  for the
treatment  of  prostate  cancer  and  LeukoCide  for the  treatment  of  myeloid
leukemia.

     Diagnostic Imaging Products


     We believe that the  development  of diagnostic  imaging  products that can
complement our therapeutic pipeline will provide us with the means of diagnosing
and staging  disease as well as following  its  progress.  Our imaging  products
allow  localization  of  disease-specific  antigens  within  the  body  using an
antibody fragment bound to  technetium-99m,  which can be visualized by standard
nuclear medicine  cameras to reveal the presence,  location and approximate size
of the disease  sites.  We are  considering  several  options for the  continued
development of some of our imaging products,  including partnering,  in order to
allow us to focus on the development of our therapeutic product candidates.

     Two of our diagnostic imaging products, CEA-Scan and LeukoScan, are already
being marketed and we hope to bring three additional products to market over the
next  several  years.  We  currently  have two  product  candidates  in clinical
development,   LymphoScan  and  AFP-Scan,   and  three  product   candidates  in
preclinical development, ProstaScan, MelanomaScan, and MyelomaScan.

                                       4
<PAGE>

     The table below summarizes the status of our diagnostic imaging products:

<TABLE>
<CAPTION>
------------------------- ------------------------------------ -------------------------- ---------------------
Product Candidate         Target                               Status                     Marketing Rights
-----------------         ------                               ------                     ----------------
<S>                       <C>                                  <C>                        <C>

CEA-Scan                  Colorectal cancer                    Approved for sale in the   Immunomedics
                                                               United States and Europe
LeukoScan                 Osteomyelitis                        Approved for sale in       Immunomedics
                                                               Europe
LymphoScan                Non-Hodgkin's B-cell lymphomas       Phase III clinical trials  Immunomedics

AFP-Scan                  Liver cancer                         Phase II clinical trials   Immunomedics

ProstaScan                Prostate cancer                      Preclinical                Immunomedics

MelanomaScan              Malignant melanoma                   Preclinical                Immunomedics

MyelomaScan               Multiple myeloma                     Preclinical                Immunomedics

------------------------- ------------------------------------ -------------------------- ---------------------
</TABLE>

     CEA-Scan

     The  mouse  monoclonal  anti-CEA  antibody  fragment  in  CEA-Scan  is  the
diagnostic counterpart to labetuzumab,  our humanized antibody-based therapeutic
product.  It is  directed  against  CEA,  which is an  antigen  associated  with
virtually all cancers of the colon and rectum as well as many other cancers.  We
have already received  approval from the applicable  regulatory  agencies in the
United States, the European Union,  Canada and certain other countries to market
and sell  CEA-Scan.  We are  conducting  Phase IV clinical  trials in the United
States to evaluate this product for repeated administration in colorectal cancer
patients. We have also been performing Phase II and Phase III clinical trials in
the United  States using  CEA-Scan  for imaging  lung cancer and breast  cancer,
respectively. In addition, we are continuing our efforts to evaluate a hand-held
radiation-detecting  probe that  utilizes  CEA-Scan  technology  to detect tumor
cells during  colorectal  cancer surgery.  We are conducting a Phase-I trial for
this indication in the United States,  following  successful  published  results
from Europe using this technology with our product.

     LeukoScan

     LeukoScan  uses a mouse  monoclonal  antibody  fragment  that seeks out and
binds to a type of white  blood cell  known as a  granulocyte.  These  cells are
associated  with  a  potentially  wide  range  of  infectious  and  inflammatory
diseases.  We have received regulatory approval to market and sell LeukoScan for
the detection and diagnosis of bone infection  (osteomyelitis) in long bones and
in  diabetic  foot  ulcer  patients  in the  European  Union and  Australia.  In
addition,  we have  filed  an  application  with  the  FDA  and  the  comparable
regulatory  agency in Canada for approval to market LeukoScan for  osteomyelitis
as well as for acute,  atypical  appendicitis.  The FDA has  advised us that our
data are still not sufficient to support approval for these indications,  and we
are  considering  whether or not to pursue  approval for this  indication in the
United States at this time.  However,  we are optimistic  that LeukoScan will be
approved  in other  geographic  areas,  such as  Canada,  although  we cannot be
certain about timing or if any indications will be approved.

     Other Diagnostic Product Candidates

     We have been  conducting  clinical trials on two other  diagnostic  imaging
products,  LymphoScan and AFP-Scan. LymphoScan is being evaluated in a Phase III
trial for detecting  non-Hodgkin's  lymphoma in patients with possible  residual
disease  following  chemotherapy.  AFP-Scan has been undergoing a Phase II trial
for  the  detection  of  primary  liver  cancers.  We are  also  in  preclinical
development with ProstaScan for the detection of prostate  cancer,  MelanomaScan
for the detection of malignant  melanoma,  and  MyelomaScan for the detection of
multiple myeloma.

                                       5
<PAGE>

     Research Programs

     We invest  heavily in our  research  programs  and  incurred  approximately
$14,202,000,  $10,264,000  and  $8,670,000,  in total  research and  development
expense   during  our  fiscal  years  ended  June  30,  2002,   2001  and  2000,
respectively.  The  following  is a  brief  summary  of our  principal  research
programs as of June 30, 2002.

     Antibody Engineering

     A major obstacle in the field of monoclonal  antibody  therapy has been the
patient's  immune response to mouse-derived  antibodies,  making repeated use of
such products  impracticable.  We have made  significant  progress in humanizing
certain mouse antibodies (i.e., replacing certain components of a mouse antibody
with human  antibody  components),  and with  respect  thereto we have  licensed
certain  technology  from a third  party.  Moreover,  using  the  techniques  of
molecular biology,  our scientists have  re-engineered the humanized  antibodies
with improved characteristics,  such as favorable pharmacokinetic properties and
increased radionuclide and drug loading capacities.

     During the fiscal year ended June 30, 2002, we, in collaboration with other
investigators,  continued to demonstrate  successful  targeting in patients with
our  humanized  monoclonal  antibodies  (hMN-14 and hLL2) against the CEA cancer
marker and  non-Hodgkin's  B-cell  lymphoma,  respectively,  as  compared to the
murine counterparts. The anticancer humanized antibodies are about 95% human and
have shown good uptake in the patients' tumors. We are now focusing on the study
of these humanized  monoclonal  antibodies unlabeled and labeled with Yttrium-90
in patients with the appropriate target tumors.

     Other Antibody-Directed Therapy Approaches

     In March 1999, we entered into a joint venture with Beckman  Coulter,  Inc.
through the formation of a limited liability company named IBC  Pharmaceuticals,
LLC.  The  goal  of  IBC  was  and  remains  the  development  of  novel  cancer
radiotherapeutics using pre-targeting with bi-specific  antibodies.  Bi-specific
antibodies are able to bind both a cancer antigen as well as a small molecule to
which a radioisotope  can be attached.  Initially,  the bi-specific  antibody is
injected and allowed to bind to its  specific  antigen on the tumor and then the
therapeutic  isotope  attached  to the small  molecule  is  administered  to the
patient.  The small molecule then binds to the antibody,  thereby  attaching the
therapeutic  agent  to the  target.  Pre-targeting  allows  many  of  the  small
molecules as well as the therapeutic agent that are not bound to the bi-specific
antibody  to be rapidly  cleared  from the  patient's  blood and  tissue.  After
promising  results from animal  studies on this  technology,  we are  conducting
preliminary clinical studies in France using Iodine-131 as the therapeutic agent
and a bi-specific antibody having our humanized anti-CEA antibody.  In May 2002,
we acquired all of the Class A membership  interests owned by Beckman Coulter in
exchange  for  shares  of our  common  stock and  warrants.  In June,  2002,  we
reorganized  IBC  into  a  corporation  that  is now  one of our  majority-owned
subsidiaries. See Item 13, "Certain Relationships and Related Transactions."

     We are continuing work on selective  coupling of therapeutic  site-specific
agents  onto  engineered  carbohydrate  residues  on  antibody  fragments.   The
proprietary   antibody  constructs  offer  the  advantage  of  loading  multiple
therapeutic  moieties onto  antibodies at a particular site and in a manner that
is known not to  interfere  with  antigen  binding.  We are also  continuing  to
investigate   "pre-targeting"on  our  own  and  through  IBC  using  bi-specific
antibodies.  In the pre-targeting  technique,  an antibody is administered first
and then followed by a separate radionuclide or therapeutic drug administration.
Secondary recognition groups are attached, one to the targeting antibody and the
other to the  radionuclide or therapeutic  drug,  such that the  radionuclide or
drug is  localized to the antibody  pre-targeted  to the tumor site.  Using such
methods in  preclinical  animal tumor models,  target-to-blood  uptake ratios of
radionuclide  or drug have been improved by orders of magnitude  compared to the
antibody  radiolabeled  in the  conventional  manner.  The advantage of markedly
increased  target-to-blood  ratios is somewhat offset by the greater  complexity
involved in multiple administration and timing of reagents.

                                       6
<PAGE>

     Peptides

     During  fiscal 2002,  we continued to improve our  proprietary  methods for
technetium-99m  radiolabeling  of peptides,  which were originally  developed in
1996, to clinical-scale levels using single-vial kits. These automated synthetic
methods will be generally  applicable to the preparation of  radioconjugates  of
other diverse  chelate-peptides,  and will enable rapid  evaluation of different
peptide-receptor   systems   directly   with   peptide   analogs   labeled  with
technetium-99m,  the optimum  imaging  radionuclide.  This  technology  has been
applied  to the  preparation  of analogs of  somatostatin  and has  demonstrated
reagent  utility  in  pre-clinical  in vivo  models.  In related  work,  similar
synthetic methods have also been used to prepare chelate-peptide conjugates that
can be radiolabeled with Indium-111 and Yttrium-90 which is being applied to the
bi-specific pre-targeting technology that is developing through IBC.

     Intraoperative Cancer Detection

     We have been developing  intraoperative cancer detection  applications with
CEA-Scan,   utilizing  hand-held,   radiation-detecting  probes.  Surgeons  have
successfully  used  CEA-Scan  in this way within 48 hours of its  injection  and
external  imaging and  detection  internally.  We have  remained in contact with
these  surgeons,  one of whom reported to the Society of Surgical  Oncology on a
prospective study of CEA-Scan detection and probe-guided surgery in 20 patients.
That study concluded that the probe and CEA-Scan provided useful new information
in 7 of 20 patients,  encouraging  more aggressive  operative  intervention  and
postoperative  care,  including  chemotherapy.  We are  conducting  a  Phase  IV
clinical trial evaluating  CEA-Scan used in conjunction  with an  intraoperative
probe in patients  undergoing  surgery for colorectal  cancer. A U.S. patent was
issued  in  1990  to  us  for  this  as  well  as  other  laser  and  endoscopic
applications.  In March 2000, we were awarded a U.S.  patent covering the use of
very small portions of antibodies that bind to certain diseased tissues allowing
for improved intraoperative, intravascular and endoscopic detection.

Patents and Proprietary Rights

     We actively seek patent  protection,  both in the United States and abroad,
for our  proprietary  technologies.  As a  result,  today we  enjoy a broad  and
diverse patent portfolio, consisting at June 30, 2002 of approximately 80 issued
United States  patents (six of our earliest  patents have now expired),  and 233
issued foreign patents,  with 61 United States patent  applications  pending, of
which  two have been  allowed,  and 240  foreign  patent  applications  pending.
Included in the foregoing is one United States patent and foreign  counterparts,
to  which  we have a right  pursuant  to an  exclusive  license  granted  by Dr.
Goldenberg.  We also have  certain  rights  with  respect to patents  and patent
applications  owned by CMMI,  by virtue of a license  agreement  between  us and
CMMI.  In addition,  we have  certain  rights with respect to patents and patent
applications  assigned  solely to NIH or  jointly to NIH and us, as well as with
respect  to  certain   patent   applications   assigned  to  the  University  of
Massachusetts.   We  also  recently   acquired  rights  to  patents  and  patent
applications  assigned  or  licensed  to IBC by virtue of our  acquisition  of a
controlling  interest in IBC. See Item 13,  "Certain  Relationships  and Related
Transactions."

     During the fiscal year ended June 30, 2002, we were issued 11 United States
patents and 20 foreign patents (3 in Australia,  3 in Canada, 2 in Ireland, 2 in
Israel, 1 in Singapore, 1 from the European Patent Office which was validated in
Australia,  Germany, France, United Kingdom,  Denmark, Spain, Italy, Netherlands
and Sweden).

     We  have  entered  into  patent  license  agreements  with   non-affiliated
companies,  pursuant  to  which  we  granted  to the  licensee,  for an  initial
non-refundable fee plus royalties,  a non-exclusive license under our patents to
manufacture and sell certain diagnostic and cancer imaging products. Further, we
have sought to enter into patent license  agreements  with companies that may be
developing  or  marketing  products  that could  infringe  on one or more of the
patents that we own or have  licensed.  In certain  situations,  companies  have
declined to enter into license  agreements with us and have raised  questions as
to the scope and validity of certain of our patents.  Discussions are continuing
with these companies and we intend to vigorously  protect and enforce our patent
rights.  Although  there can be no  assurances  as to the  outcome of any patent
disputes,  we  believe  that  our  patents  are  valid  and  will be  upheld  if
challenged.

                                       7
<PAGE>

     In July 1998, we signed a license  agreement with Dako A/B to our worldwide
patents for specific anti-CEA monoclonal  antibodies,  which Dako markets for in
vitro use.  In June 2002,  we granted a  non-exclusive  license to Daiichi  Pure
Chemicals  Co.  under these  patents,  which  included  an  up-front  payment of
$825,300  and  additional  future  royalty  payments.  We are  engaged in active
discussions  with  other  companies  that may be using our  patented  technology
without our  approval in current  products or  products  now in  development  or
clinical testing.

     The mark  "IMMUNOMEDICS"  is registered in the United States and 36 foreign
countries and a European Community Trademark has been granted.  Our logo also is
registered in the United States and in 2 foreign countries. The mark "IMMUSTRIP"
is registered in the United States and Canada. The mark "CEA-SCAN" is registered
in the  United  States  and  21  foreign  countries,  and a  European  Community
Trademark has been  granted.  The mark  "LEUKOSCAN"  is registered in the United
States and 11 foreign  countries,  and a European  Community  Trademark has been
granted.  The mark "LYMPHOSCAN" is registered in the United States and 9 foreign
countries,  and a  European  Community  Trademark  has  been  granted.  The mark
"CEA-CIDE" is registered  in the United States and 14 foreign  countries,  and a
European  Community  Trademark  has  been  granted.  The  mark  "LYMPHOCIDE"  is
registered in the United  States,  and a European  Community  Trademark has been
granted. In addition,  we have applied for registration in the United States for
several other trademarks for use on products now in development or testing,  and
for corresponding  foreign and/or European  Community  Trademarks for certain of
those marks.

Strategic Partnering and Relationships

     Amgen

     We  have  licensed  the  final  clinical  development,   manufacturing  and
commercialization  of our lead therapeutic  product candidate,  epratuzumab,  to
Amgen for the  treatment of  non-Hodgkin's  lymphoma or other  diseases in North
America and  Australia.  We have  retained  the right to continue  the  clinical
development of epratuzumab in all remaining  markets as well as the right to the
clinical  development  of  epratuzumab-Y-90  and other  versions of the antibody
where a  radioisotope  has been attached.  However,  Amgen has certain rights to
second-generation    CD22-antibody-based    therapeutics    in   exchange    for
pre-determined  milestone,  royalty, and sales-bonus payments.  These rights are
also limited to North  America and  Australia.  In exchange  for  granting  this
license,  we received an upfront payment of $18.0 million from Amgen on February
1, 2001. This agreement also provides that we may receive  additional  milestone
payments  totaling up to $65.0 million  depending on the progress of the product
candidate's development. In addition, we are entitled to receive royalties under
this  agreement  on any  future net sales of  epratuzumab  by Amgen and may also
receive  one-time sales milestone  payments.  Additional  compensation  would be
payable to us under the agreement for each  second-generation  product developed
by Amgen, if any, using the licensed antibody in any such product.

     Other Collaborations

     We conduct  research on a number of our  programs in  collaboration  with a
not-for-profit  organization  called  The  Center  for  Molecular  Medicine  and
Immunology, or CMMI, and its clinical unit, the Garden State Cancer Center. CMMI
performs  contracted  pilot  and  pre-clinical  trials  in  scientific  areas of
importance to us and also conducts basic research and  pre-clinical  evaluations
in a number of areas of  potential  interest to us. Dr.  David  Goldenberg,  our
Chairman  of the Board and Chief  Scientific  Officer,  is the  President  and a
Trustee of CMMI.

     In addition, we had entered into a joint research project with the National
Cancer  Institute,  or NCI. Through this project we were funding the development
of a new class of  biological  immunotoxins  that can  destroy RNA that could be
attached to our antibodies. We contributed the antibody, epratuzumab, as well as
certain of our other antibodies,  to this program,  as well as research funding,
and  NCI  contributed  the  enzyme  and  other  technologies.   The  independent
development of this product candidate is subject to certain rights held by Amgen
under the license agreement. This research program was terminated in July, 2002.

                                       8
<PAGE>

     We also collaborate with numerous other academic and research centers.  Our
academic  collaborators  have included such  institutions  as the  University of
Nijmegen, The Netherlands;  INSERM,  Nantes,  France;  University of Goettingen,
Germany;  University  of  Marburg,  Germany;  New York  Presbyterian  Hospital -
Cornell Medical  College;  University of  Massachusetts;  and Peter Bent Brigham
Hospital-Harvard  Medical School. We believe these ongoing research efforts will
identify new and improved  products and  techniques  for diagnosing and treating
various cancers and infectious diseases.

Government Regulation

     The  manufacture  and marketing of  pharmaceutical  or biological  products
requires  approval of the FDA and comparable  agencies in foreign countries and,
to a lesser extent,  state  regulatory  authorities.  In the United States,  the
regulatory  approval process for antibody-based  products,  which are considered
biological  products  under FDA  regulations,  is  similar to that for other new
pharmaceuticals  for human use. The FDA regulates the  preclinical  and clinical
testing, manufacturing,  recordkeeping and marketing of pharmaceutical products.
Noncompliance  with  applicable  regulations can result in refusal of the FDA to
approve  product  license  applications  or to  allow us to  enter  into  supply
contracts, fines, recalls or seizure of products, total or partial suspension of
production,  and criminal prosecution.  The FDA also has the authority to revoke
previously granted product approvals.

     Manufacture of a biological  product must be in a facility  approved by the
FDA  for  such  product.  The  manufacture,  storage  and  distribution  of both
biological  and  non-biological  drugs must be in compliance  with FDA's current
Good Manufacturing Practices.  Manufacturers must continue to expend time, money
and  effort  in the area of  production  and  quality  control  to  ensure  full
technical  compliance  with those  requirements.  The labeling,  advertising and
promotion of  pharmaceutical  or biological  products must be in compliance with
FDA regulatory requirements.  Any failures, or new information reflecting on the
safety and  effectiveness  of the drug that comes to light after  approval,  can
also lead to FDA withdrawal of approval to market the product.

     We  generally  seek to have our product  candidates  designated  as "Orphan
Drugs" by the FDA under the Orphan Drug Act of 1983, when applicable. The Orphan
Drug Act provides  incentives to manufacturers to develop and market products to
treat rare diseases,  i.e., diseases affecting fewer than 200,000 persons in the
United  States.  We have received  Orphan Drug  designation  for,  among others,
AFP-Scan,  LymphoScan and LymphoCide,  our liver and germ-cell imaging, lymphoma
imaging  and  lymphoma  therapeutic  products,  respectively,  CEA-Scan  for the
diagnosis of medullary  thyroid  cancer and CEA-Cide for therapy of  pancreatic,
ovarian and lung cancers.  A drug that receives  Orphan Drug  designation and is
the first  product to receive FDA  marketing  approval for its product  claim is
entitled to a seven-year  exclusive  marketing  period in the United  States for
that claim for the product.

     The  drug  approval  process  is  similar  in other  countries  and is also
regulated by specific agencies in each geographic area. Approval by the FDA does
not ensure approval in other countries.  In addition, even if we can obtain drug
approval in other  countries,  it may require  considerable  more time to obtain
such approval in the United States.

     Our ability to commercialize  our products  successfully may also depend in
part on the  extent to which  reimbursement  for the cost of such  products  and
related  treatment will be available from government  health  programs,  private
health insurers and other third party payors.

     Our present and future  business is also subject to regulation  under state
and federal law regarding work place safety,  laboratory practices,  the use and
handling of  radioisotopes,  environmental  protection  and hazardous  substance
control and to other  present and  possible  future  local,  federal and foreign
regulations.  We believe our operations comply, in all material  respects,  with
all such applicable laws and  regulations,  and we are continuing our efforts to
ensure ours full compliance with such laws and regulations.

                                       9
<PAGE>

Competition

     The biotechnology industry is highly competitive,  particularly in the area
of  cancer  diagnostic,  imaging  and  therapeutic  products.  We are  likely to
encounter  significant   competition  with  respect  to  our  proposed  products
currently  under  development.  A number of  companies  which are engaged in the
biotechnology  field, and in particular the development of cancer diagnostic and
therapeutic  products,   have  financial,   technical  and  marketing  resources
significantly greater than our own. Some companies with established positions in
the  pharmaceutical  industry may be better equipped than us to develop,  refine
and market products based on technologies applied to the diagnosis and treatment
of cancers and infectious  diseases.  We expect to face  increasing  competition
from universities and other non-profit research institutions. These institutions
carry out a significant  amount of research and antibody-based  technology,  are
becoming  increasingly  aware of the commercial  value of their findings and are
becoming more active in seeking patent and other proprietary  rights, as well as
licensing revenues.

     Our ability to compete in the future will depend,  in part,  on our ability
to foster an  environment  in which  multi-disciplinary  teams work  together to
develop  low-cost,  well-defined  processes and bring  cost-beneficial  products
successfully through clinical testing and regulatory approval.

     We are  pursuing  an area of  product  development  in  which  there is the
potential for extensive technological  innovation in relatively short periods of
time. Our competitors may succeed in developing  products that are safer or more
effective  than  our own  potential  products.  Rapid  technological  change  or
developments by others may result in our present products and potential products
becoming obsolete or non-competitive.  See "Factors That May Affect Our Business
and Results of Operations" in Item 1 of this Annual Report.

Marketing, Sales and Distribution

     CEA-Scan is marketed and sold to physicians  in the United States  directly
by our small  internal  sales force,  which is focused on new customers in major
medical centers.  Our nuclear medicine technicians work with our sales force and
provide  technical  support directly to customers.  We also have agreements with
third parties to market CEA-Scan and LeukoScan,  that provide  customer  support
and distribution of the products. To date we have retained all the marketing and
distribution rights for LeukoScan.

     Our European  operations are headquartered in Darmstadt,  Germany.  We have
also established sales representation in most major European markets. We service
other markets through the appointment of local  organizations that provide sales
and marketing support as well as local product redistribution.  In October 2001,
we entered into a Distribution  Agreement with Logosys Logistik GmbH. Under this
agreement,  Logosys  packages  and  distributes  LeukoScan  and  CEA-Scan in the
European Union since January 2002.

Manufacturing

     To date, we have manufactured all the compounds used in our clinical trials
and we currently  manufacture  CEA-Scan and LeukoScan for  commercial use at our
facility in Morris Plains, New Jersey. We currently manufacture  epratuzumab for
Amgen while they  develop  their own  manufacturing  capacity.  We also  perform
antibody  processing and purification of all our therapeutic  product candidates
at this facility.

     We  have  now  scaled-up  our  antibody   purification  and   fragmentation
manufacturing  processes  for our  diagnostic  imaging  agents  to  permit us to
produce  commercial  levels of product.  Our  manufacturing  facility  currently
consists of four  independent  antibody-manufacturing  suites,  several  support
areas, and quality control  laboratories.  Start-up validation and inspection of
the facility  were  completed in December  1998.  The  Committee on  Proprietary
Medicinal  Products  of  the  European  Commission  approved  the  manufacturing
facility and product  manufacturing  processes in May 1998. The FDA approved the
facility and processes for CEA-Scan in December 1998.

                                       10
<PAGE>

     Certain end-stage  portions of the  manufacturing  process for CEA-Scan and
LeukoScan are performed under a manufacturing  agreement by SP  Pharmaceuticals,
formerly the  Oncology  Division of Pharmacia & Upjohn.  This  arrangement  will
terminate in December, 2002. We are currently in the process of transferring our
end-stage manufacturing processes to a new manufacturing source.

     We are currently engaged in expanding our on-site manufacturing  facilities
so  that  we can  increase  the  amounts  of  epratuzumab  and  other  candidate
therapeutic   products  needed  for  current  and  future  clinical  trials.  We
anticipate that these new facilities and expanded  capacity will be available by
early 2003, and will contribute to stocking commercial quantities of epratuzumab
that may be needed for product launch outside of North America and Australia. We
anticipate  that  further  expansion  of our  manufacturing  resources  will  be
necessary.

Employees

     As of September 24, 2002, we employed 94 persons on a full-time  basis,  21
of whom were in research and development departments, 18 of whom were engaged in
clinical research and regulatory  affairs, 37 of whom were engaged in operations
and manufacturing  and quality control,  and 18 of whom were engaged in finance,
administration,  sales and marketing. Of these employees, 32 hold M.D., Ph.D. or
other advanced degrees. We believe that while we have been successful to date in
attracting skilled and experienced  scientific  personnel,  competition for such
personnel  continues  to be intense and there can be no  assurance  that we will
continue to be able to attract and retain the professionals we will need to grow
our  business.  Our  employees  are  not  covered  by  a  collective  bargaining
agreement, and we believe that our relationship with our employees is excellent.

Corporate Information

     We were incorporated in Delaware in 1982. Our principal offices are located
at 300 American Road,  Morris Plains,  New Jersey 07950. Our telephone number is
(973)   605-8200.   In   addition   to  our   majority-owned   subsidiary,   IBC
Pharmaceuticals, Inc., we also have two foreign subsidiaries,  Immunomedics B.V.
in The Netherlands and Immunomedics GmbH in Darmstadt,  Germany, to assist us in
managing sales and marketing efforts and coordinating clinical trials in Europe.
Our world wide web address is www.immunomedics.com.  We have not incorporated by
reference into this Annual Report the information on our website, and you should
not consider it to be a part of this document.  Our web site address is included
in this document as an inactive textual reference only.


Factors That May Affect Our Business and Results of Operations

Risks Relating to Our Business, Industry and Strategy

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

     We have  received  only  limited  revenue  from the sale of our  first  two
diagnostic   imaging  products,   and  have  never  received  revenue  from  the
commercialization  of any  therapeutic  product.  We have  incurred  significant
operating  losses since our formation in 1982 and have not earned a profit since
that time. These operating losses and our failure to be profitable have been due
mainly to the significant amount of money that we have spent on our research and
development  programs.  As of June 30, 2002,  we had an  accumulated  deficit of
approximately  $118.0 million.  We expect to continue to experience  significant
operating  losses  as we  attempt  to  develop  and  commercialize  our  product
candidates.  If we  fail  in our  attempts  to  develop  successful  therapeutic
products,  it is likely  that we would  never  achieve  significant  revenues or
become  profitable,  either of which would  seriously  jeopardize our ability to
continue as a going concern.

                                       11
<PAGE>

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

     Most of our therapeutic product candidates are still at the early stages of
pre-clinical  and  clinical   development.   Significant  further  research  and
development, financial resources and management time will be required to develop
commercially  viable  therapeutic  products and obtain the necessary  regulatory
approvals.  We may never be able to successfully  develop and  commercialize any
therapeutic product candidates. If we fail to gain timely approval from the U.S.
Food and Drug Administration,  or FDA, and other foreign regulatory  authorities
to  commercialize  our product  candidates,  we will be unable to  generate  the
revenues we will need to execute our business plan.

     Our ability to market future  products will depend upon our first obtaining
and then maintaining regulatory approvals, both of which are subject to a number
of risks and uncertainties.

     In order to obtain the  regulatory  approvals  necessary for the successful
commercialization  of our  product  candidates,  we will be required to complete
extensive  clinical  trials in humans to demonstrate  the safety and efficacy of
each product  candidate to the  satisfaction  of the FDA and applicable  foreign
regulatory authorities.  Even once we begin clinical trials for a new diagnostic
or  therapeutic  product,  it can  take  many  years  to  receive  the  required
regulatory  approval to commercialize that product and begin to market it to the
public. In addition, each stage of clinical development is generally more costly
than the prior  stage,  and we may need to  expend  substantial  resources  on a
product   candidate   only  to   determine   that  it  cannot  be   successfully
commercialized.   Various  federal  and,  in  some  cases,  state  statutes  and
regulations  also  govern or  influence  the  manufacturing,  safety,  labeling,
storage,  record keeping and marketing of diagnostic and  therapeutic  products.
The  expensive  and  lengthy  process  of  obtaining  these  approvals,  and the
maintenance of compliance with applicable statutes and regulations, will require
us to expend substantial financial resources and management time.

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

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

     o    any positive  results from  pre-clinical  studies and initial clinical
          trials may not be  predictive  of  results  that will be  obtained  in
          later-stage testing;

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

     o    we  may  not be  able  to  manufacture  sufficient  quantities  of the
          compound  necessary  to  complete  the  clinical  trial,  or for later
          commercialization;

     o    trial results may indicate  that the product  candidate is not as safe
          or effective as other available therapies; and

     o    the clinical investigators,  trial monitors or trial subjects may fail
          to comply  with the trial plan or  protocol,  resulting  in delays and
          additional expense.

     Any failure or substantial delay in successfully completing clinical trials
and obtaining regulatory approvals for our product candidates,  particularly the
ongoing Phase II, Phase III and future trials for  epratuzumab,  could  severely
harm our business and results of operation.  These  approvals may not be granted
on a timely basis, if at all, and even if granted may not cover all the clinical
indications  for which we are seeking  approval.  The approvals may also contain
significant   limitations   in   the   form   of   warnings,    precautions   or
contraindications  with respect to conditions of use. Even after approval can be
obtained,  we may be  required  to recall or  withdraw  a product as a result of
newly  discovered  safety or  efficacy  concerns,  either of which  would have a
materially adverse effect on our business and results of operations.

                                       12
<PAGE>

     If we are unsuccessful in completing our shift in focus from our diagnostic
imaging products to our pipeline of therapeutic product candidates, our business
will be materially and adversely affected.

     As we  complete  the  shift in our focus  from  diagnostic  imaging  to our
therapeutic product  candidates,  and as our scientific efforts lead us into the
study of diseases  outside of our area of principal  expertise,  we will have to
either   develop  the  necessary   expertise   internally   or  form   strategic
collaborations to obtain access to such expertise.  If we proceed independently,
we will  require  additional  technical  resources  and  personnel  that  may be
difficult  and  costly  to  obtain.  If we decide  to enter  into  collaboration
arrangements,  we may find it  necessary  to  relinquish  rights  to some of our
technologies,  products or product  candidates that we would otherwise choose to
pursue independently. If we are unable to either acquire the necessary expertise
or enter  into  collaborations  on  acceptable  terms,  our  ability  to develop
additional therapeutic product candidates would be adversely affected.

     If we were not able to  successfully  develop a market for our  current and
future  products,  our ability to continue as a going  concern would be severely
jeopardized despite any scientific accomplishments we may have achieved.

     Our  diagnostic  imaging  products  are  the  only  products  which  we are
currently  permitted  to market and sell,  and we do not have  approval  to sell
LeukoScan  in the United  States.  To date,  we have been able to develop only a
limited  market for these  products,  and as a result have received only limited
revenues from the sale of these products.  We have not yet even begun to develop
a market for our therapeutic product  candidates.  In the event we are unable to
achieve broad market acceptance of our current or future products,  our business
and financial condition would be materially and adversely affected.

     We are dependent upon Amgen for the final development and commercialization
of epratuzumab in North America and Australia, and they may not be successful.

     We have licensed our most advanced therapeutic  compound,  epratuzumab,  to
Amgen in North America and Australia.  As a result, Amgen is solely responsible,
and we are  depending  upon it,  for  completing  the  clinical  development  of
epratuzumab,   obtaining   all   necessary   regulatory   approvals,   and  then
commercializing  and  manufacturing  the compound for sale in these markets.  If
Amgen does not fully perform its responsibilities under our agreement, or if the
ongoing  clinical  trials  being  conducted by Amgen are not  successful  or are
terminated  by Amgen for any other  reason,  our ability to  commercialize  this
product candidate in the future, as well as other product  candidates we have in
development  which  are  closely  related  to  epratuzumab,  would  be  severely
jeopardized.  In such  event,  it is likely we would  never  receive  any of the
milestone  payments  or  royalties  that we are  eligible  to receive  under our
agreement with Amgen, and our ability to fund the development and testing of our
other product candidates would be adversely affected.

     We currently  receive funds from a limited  number of sources,  and we will
need to find additional sources of funding in order to be successful.

     To date, we have funded our research and  development  programs  using cash
obtained principally from:

     o    the sale of our equity securities;

     o    payments from Amgen under our licensing agreement;

     o    product sales of CEA-Scan and LeukoScan;

     o    fees and grants from corporate,  academic and  governmental  partners;
          and

     o    interest income from our investments.

                                       13
<PAGE>

     We may not continue to receive  funding from any of these  sources,  or the
amount of such funding may be  dramatically  reduced.  Even if we do continue to
receive these funds, we will need to obtain other sources of funding to continue
to conduct our research and development programs and execute our business plan.

     If we are  unable  to obtain  the  additional  capital  we need on a timely
basis, our ability to operate and grow our business will be adversely affected.

     We intend to continue  expending  substantial  financial  resources  on our
research and development programs,  and we will need additional capital in order
to  obtain  regulatory  approvals  and  commercialize  our  therapeutic  product
candidates.  If our need for cash depletes our existing resources sooner than we
otherwise  anticipate,  we will be required to either obtain additional  capital
quickly,  or else  significantly  reduce  our  operating  expenses  and  capital
expenditures, either of which could have a material and adverse effect on us.

     Our future capital requirements will depend on numerous factors, including:

     o    the progress of our research and development programs;

     o    the progress of pre-clinical and clinical testing;

     o    our  need  for  manufacturing  sufficient  quantities  of our  product
          candidates for clinical testing and commercialization;


     o    the time and costs involved in obtaining regulatory approvals;

     o    thecost of filing,  prosecuting,  defending  and  enforcing our patent
          claims and other intellectual property rights;


     o    competing technological and market developments;

     o    our  ability  to  establish  collaborative   arrangements  with  large
          pharmaceutical companies and other qualified strategic partners; and

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


     While we believe that our existing  cash  resources,  will be sufficient to
fund our operations for at least the next 12 months, we may need additional cash
before then for many reasons,  including changes in our research and development
plans, other factors affecting our operating  expenses,  the need for unexpected
capital  expenditures,  and  costs  associated  with any  acquisitions  of other
businesses, assets or technologies that we may choose to undertake.

     Our  ability to raise  future  capital on  acceptable  terms will depend on
conditions  in the public and private  debt and equity  markets,  our  operating
performance,  as well as the  overall  performance  of  other  companies  in the
biopharmaceutical  and biotechnology  sectors.  Additional  financing may not be
available  to us  when  we  need it on  terms  we  find  acceptable,  if at all.
Furthermore,  the  terms  of any  such  debt or  equity  financing  may  include
covenants  which  limit our  future  ability  to manage  the  business,  contain
preferences,  privileges and rights  superior to those enjoyed by holders of our
common stock, and cause substantial dilution to our existing stockholders.

     Certain potential for conflicts of interest, both real and perceived, exist
which could result in expensive and time-consuming litigation.

                                       14
<PAGE>

     Certain of our affiliates,  including  members of our senior management and
Board of Directors  and their  respective  affiliates,  have  relationships  and
agreements  both with us as well as among  themselves  that create the potential
for both real,  as well as perceived,  conflicts of interest.  These include Dr.
David M. Goldenberg,  our Chairman and Chief Scientific Officer,  Ms. Cynthia L.
Sullivan,  our President and Chief Executive Officer, and certain companies with
which  we  do  business,   including  the  Center  for  Molecular  Medicine  and
Immunology, or CMMI, and IBC Pharmaceuticals, Inc.

     For example,  Dr. Goldenberg is the founder,  President and a member of the
Board of Trustees of CMMI, a  not-for-profit  cancer research center that we use
to conduct certain research  activities.  Dr. Goldenberg's  employment agreement
with us permits him to devote more of his time working for CMMI than for us, and
other key personnel of our company also have  responsibilities  to both CMMI and
us. As a result, the potential for both real and perceived conflicts of interest
exists,  and disputes could arise over the  allocation of research  projects and
ownership of intellectual  property  rights.  In addition,  in the event that we
become involved in stockholder  litigation  regarding these potential conflicts,
we might be  required  to  devote  significant  resources  and  management  time
defending  the  company  from these  claims,  which could  adversely  affect our
results of operations.  See "Certain  Relationships and Related Transactions" in
Item 13 of this Annual Report.

     If we cannot  successfully  and efficiently  manufacture the compounds that
make up our products and product  candidates,  our ability to sell  products and
conduct clinical trials will be impaired.

     Our ability to supply the demand for our existing diagnostic  products,  as
well as conduct  pre-clinical  and clinical  research and development  programs,
depends,  in part, on our ability,  or that of our partners,  to manufacture our
proprietary compounds in accordance with FDA and other regulatory  requirements.
We  have  no  experience  in   manufacturing   these  compounds  in  significant
quantities,  and we may not be  able to do so in the  quantities  and  with  the
degree  of purity  that is  required.  We  currently  rely on our  manufacturing
facilities  in  New  Jersey,   and  the  technical  staff  working  there,   for
substantially all of our manufacturing  needs. Any interruption in manufacturing
at this site,  whether by natural acts or  otherwise,  would  significantly  and
adversely  affect  our  operations,  and  delay  our  research  and  development
programs. We have encountered manufacturing  difficulties in the past, and it is
possible that we will encounter similar difficulties in the future. In addition,
we may also have  difficulties  from time to time  obtaining  the raw  materials
necessary in the manufacturing process.

     We  have  recently  begun  to  scale  up our  manufacturing  facilities  in
anticipation of future needs, but our completion of this build-out is subject to
a number of risks and uncertainties. If we are unsuccessful in expanding our own
manufacturing  facilities,  or are otherwise unable to contract with a qualified
third-party to manufacture  these compounds on acceptable  terms, our ability to
complete  pre-clinical and clinical testing and to supply commercial  quantities
of our products would be adversely affected.  In addition,  if our manufacturing
facilities fail to comply with FDA and other regulatory requirements,  we may be
required to suspend manufacturing,  perhaps for an extended period of time. This
could have a material adverse effect on our financial condition and cash flow.

     Our collaboration agreements may fail or be terminated unexpectedly,  which
could result in significant delays and substantial  increases in the cost of our
research, development and commercialization of our product candidates.

     We are  party to  various  arrangements  with  academic,  governmental  and
corporate  partners.  The successful  development and  commercialization  of the
product candidates covered by these arrangements will depend upon the ability of
these third parties to fully perform their contractual responsibilities.  If any
of these parties breaches or unexpectedly terminates their agreement with us, or
otherwise fails to conduct their activities in a timely manner,  the development
or  commercialization of our product candidates may be delayed. For example, the
Center for Molecular Medicine and Immunology,  a not-for-profit  cancer research
center of which Dr.  David M.  Goldenberg,  our  Chairman  and Chief  Scientific
Officer, is President and a Trustee,  performs contracted pilot and pre-clinical
trials in areas of importance to us, as well as basic research and  pre-clinical
evaluations  in a number of areas of  potential  interest to us. If CMMI were to
become  unwilling or unable to provide these  services on comparable  terms,  we
would have to quickly make alternative  arrangements  with third parties,  which
could  significantly  delay and  increase  the  expenses  associated  with these
programs.

                                       15
<PAGE>

     Our  dependence  upon third  parties  for the  manufacture  of  proprietary
compounds  may have the effect of  increasing  our costs while also limiting our
ability to develop and deliver these  compounds on a timely basis.  For example,
if we contract with a third party for the  development and production of certain
humanized   antibodies  and  this  party  does  not  perform  according  to  our
expectations,  our ability to complete the development and  commercialization of
these product candidates will be adversely affected.  In addition,  we currently
rely on third parties to supply raw materials and to perform  certain  end-stage
portions of the  manufacturing  process  for our  diagnostic  imaging  products,
CEA-Scan and  LeukoScan.  We do not currently  have the  resources  necessary to
perform  these  processes,  and if our  third  party  suppliers  were to  become
unwilling or unable to do so for any reason, we would be unable to deliver these
products to customers until we entered into an agreement with another  qualified
manufacturer.  This could cause  substantial  delays in customer  deliveries and
adversely affect our results of operations.

     While we intend to continue  to enter into  additional  collaborations  and
similar agreements as opportunities arise, we may not be able to negotiate these
arrangements on favorable terms, if at all, and these  relationships  may not be
successful.

     Our future  success  will depend upon our ability to first  obtain and then
adequately  protect our patent and other  intellectual  property rights, as well
avoiding the infringement of the rights of others.

     Our  future  success  will be highly  dependent  upon our  ability to first
obtain  and then  defend  the  patent  and other  intellectual  property  rights
necessary for the  commercialization  of our product  candidates.  We have filed
numerous patent  applications on the  technologies  and processes that we use in
the United  States and certain  foreign  countries.  Although we have obtained a
number of issued U.S. patents to date, the patent applications owned or licensed
by us may not result in additional patents being issued. Moreover, these patents
may not  afford us the  protection  we need  against  competitors  with  similar
technologies or products.

     The  successful   development  of  diagnostic  and   therapeutic   products
frequently requires the application of multiple technologies that may be subject
to the patent or other intellectual  property rights of third parties.  Although
we believe it is likely we will need to license  technologies and processes from
third parties in the ordinary course of our business, we are not currently aware
of any material conflict involving our technologies and processes with any valid
patents or other  intellectual  property rights owned or licensed by others.  In
the event that a third party were to claim such a conflict  existed,  they could
sue us for  damages  as  well as seek to  prevent  us from  commercializing  our
product  candidates.  It is possible that a third party could successfully claim
that our products infringe on their intellectual property rights.  Uncertainties
resulting  from the litigation and  continuation  of patent  litigation or other
proceedings  could have a material  adverse  effect on our ability to compete in
the marketplace.  Any patent litigation or other proceeding, even if resolved in
our favor, would require  significant  financial  resources and management time.
Some of our competitors may be able to sustain these costs more effectively than
we  can  because  of  their  substantially   greater  financial  and  managerial
resources. If a patent litigation or other proceeding is resolved unfavorably to
us, we may be enjoined  from  manufacturing  or selling our  products  without a
license from the other party,  in addition to being held liable for  significant
damages.  We may  not be  able  to  obtain  any  such  license  on  commercially
acceptable terms, if at all.

                                       16
<PAGE>

     Our  ability  to  continue  to  sell  one  of  our  existing  products  and
successfully  commercialize a number of our product candidates will suffer if we
are unsuccessful in defending our European patents involving CEA antibodies.

     We have been involved in patent litigation with F.  Hoffmann-LaRoche  since
1996  concerning the validity of our European  patents  covering the proprietary
antibody we use in CEA-Scan,  our cancer imaging product,  and labetuzumab,  our
cancer therapy  product  candidate.  These patents also cover the use of certain
highly  specific  anti-CEA  antibodies  that we  believe  have a number of other
therapeutic uses. We believe that Hoffman-LaRoche has infringed our patents, and
they have  responded  by seeking to nullify the patents in  question.  If we are
unsuccessful  in these  proceedings,  our ability to execute our  business  plan
could be materially and adversely affected.

     If we were unable to keep our trade secrets confidential,  our technologies
and other proprietary information may be used by others to compete against us.

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

     We face substantial  competition in the biotechnology  industry and may not
be able to compete successfully against one or more of our competitors.

     The biotechnology industry is highly competitive,  particularly in the area
of diagnostic and therapeutic oncology products. In recent years there have been
extensive technological innovations achieved in short periods of time, and it is
possible  that future  technological  changes and  discoveries  by others  could
result in our products and product candidates quickly becoming  uncompetitive or
obsolete.  A number of companies,  including  IDEC  Pharmaceuticals,  Genentech,
Glaxo SmithKline, Ligand Pharmaceuticals,  Millennium Pharmaceuticals,  Amersham
Health,  Protein Design  Laboratories,  Schering AG and Corixa Corporation,  are
engaged in the development of diagnostic and therapeutic oncology products. Many
of these companies have significantly greater financial, technical and marketing
resources than we do. In addition, many of these companies have more established
positions in the  pharmaceutical  industry and are therefore  better equipped to
develop,   commercialize  and  market  oncology  products.   Even  some  smaller
competitors may obtain a significant  competitive  advantage over us if they are
able to discover or otherwise acquire patentable inventions,  form collaborative
arrangements or merge with larger pharmaceutical companies.

     We  expect  to face  increasing  competition  from  universities  and other
non-profit  research  organizations.  These institutions carry out a significant
amount of research and development in the field of antibody-based  technologies,
and they are increasingly aware of the commercial value of their findings.  As a
result,  they are demanding greater patent and other proprietary rights, as well
as licensing and future royalty revenues.

     Our limited  marketing  and sales  experience  could  impair our ability to
successfully sell products.

     We are currently relying, in substantial part, on our own limited sales and
marketing staff to market our current diagnostic imaging products,  CEA-Scan and
LeukoScan.   We  currently  have  no  marketing  or  sales  experience  for  our
therapeutic  product  candidates  and will need to attract  qualified  sales and
marketing  professionals  or identify  out-licensing  opportunities  in order to
commercialize any future therapeutic  products. If we are unable to successfully
build our sales force,  our ability to sell  products,  as well as our financial
condition and operating results,  could be materially and adversely affected.

                                       17
<PAGE>

     We could be  temporarily  unable  to sell our  diagnostic  products  if our
agreements with distributors are unexpectedly terminated.

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

     We may never receive approval to sell LeukoScan in the United States.

     We have not received approval from the FDA to sell our LeukoScan diagnostic
imaging  product in the United  States,  and it remains  unclear if we will ever
obtain such  approval.  In  addition,  the FDA could  impose  conditions  on its
approval  that  could  significantly  affect  the  commercial  viability  of the
product.  The FDA could also require us to undertake additional clinical studies
or otherwise  expend  additional  funds before granting  approval,  and we could
determine not to pursue our  application  any further at that time. If we do not
receive approval to market and sell LeukoScan in the United States,  our results
of operations and financial condition could be adversely affected.

     In the event we are unable to continue  to use fluids  produced in mice for
certain of our  product  candidates,  we might need to make  expensive  and time
consuming changes in our development programs.

     CEA-Scan  and  certain of our other  imaging  agents are  derived  from the
fluids produced in mice.  Regulatory  authorities,  particularly in Europe, have
expressed  concerns  about  the  use of  these  fluids  for  the  production  of
monoclonal  antibodies.  These  regulatory  authorities  may determine  that our
quality  control  procedures  for these  products are  inadequate.  While we are
continuing  our  development  efforts  to  produce  certain  of  our  monoclonal
antibodies using  alternative  methods,  this process  constitutes a substantial
production  change,  which  in  itself  will  require  additional  manufacturing
equipment and new regulatory approvals.  In the event we have to discontinue the
use of mouse  fluids,  we may not have the  resources at the time to acquire the
necessary  manufacturing  equipment and expertise  that we will need to make the
changes in our development programs.

     We may be liable  for  contamination  or other  harm  caused  by  hazardous
materials that we use in the operations of our business.

     In  addition  to laws and  regulations  enforced  by the  FDA,  we are also
subject to regulation under various other foreign, federal, state and local laws
and  regulations.  Our research and development  programs involve the controlled
use  of  viruses,   hazardous  materials,   chemicals  and  various  radioactive
compounds.  The risk of accidental  contamination or injury from these materials
can never be completely  eliminated,  and if an accident occurs we could be held
liable for any damages that result, which could exceed our available resources.

     The nature of our business exposes us to significant  liability claims, and
our insurance coverage may not be adequate to cover any future claims.

     The use of our compounds in clinical  trials and any future sale exposes us
to  liability  claims  that could be  substantial.  These  claims  might be made
directly  by  healthcare  providers,  medical  personnel,  patients,  consumers,
pharmaceutical companies and others selling or distributing our compounds. While
we currently have product liability  insurance that we consider adequate for our
current needs, we may not be able to continue to obtain comparable  insurance in
the  future  at an  acceptable  cost,  if at all.  If for any  reason  we cannot
maintain  our  existing  or  comparable  liability  insurance,  our  ability  to
clinically test and market products could be significantly  impaired.  Moreover,
the amount and scope of our insurance  coverage,  as well as the indemnification
arrangements with third parties upon which we rely, may be inadequate to protect
us in the event of a successful product liability claim. Any successful claim in
excess of our insurance  coverage  could  materially  and  adversely  affect our
financial condition and operating results.

                                       18
<PAGE>

     The loss of key employees could adversely affect our operations.

     We are  heavily  dependent  upon the talents of Dr.  Goldenberg,  our Chief
Scientific Officer, Ms. Sullivan, our President and Chief Executive Officer, and
certain other key personnel. If Dr. Goldenberg, Ms. Sullivan or any of our other
key personnel were to unexpectedly  leave our company,  our business and results
of operations could be materially and adversely  affected.  In addition,  as our
business  grows we will need to continue to attract  additional  management  and
scientific  personnel.  Competition for qualified personnel in the biotechnology
and  pharmaceutical  industries is intense,  and we may not be successful in our
recruitment efforts. If we are unable to attract,  motivate and retain qualified
professionals, our operations could be materially and adversely affected.

     We  are  subject  to  certain  covenants  that  place  restrictions  on the
operation of our business.

     We are subject to contractual  covenants that provide that we may not enter
into certain  transactions  without the prior consent of certain  holders of our
common stock. For example,  we may not sell our business to an affiliate without
such  approval  unless the sale is for  consideration  at least equal to (a) the
fair market value of our company (as  determined  by our Board of  Directors) in
the event of a sale of assets or (b) the then current market price of our common
stock in the event of a sale of stock. As a result of these covenants, we may be
unable to sell the company under  circumstances  that you and other stockholders
would otherwise approve.

     Our ability to achieve  significant  revenues from the sale of our products
will depend, in part, on the ability of healthcare  providers to obtain adequate
reimbursement  from Medicare,  Medicaid,  private insurers and other health care
payers.

     The  continuing  efforts of  government  and  insurance  companies,  health
maintenance  organizations  and other  payers of health care costs to contain or
reduce costs of health care may adversely affect our future revenues and ability
to achieve  profitability.  Our  ability to  successfully  commercialize  future
products will depend,  in  significant  part, on the extent to which health care
providers  can  obtain  appropriate  reimbursement  levels  for the  cost of our
products and related treatment.  Third-party payers are increasingly challenging
the prices charged for diagnostic and therapeutic products and related services.
Also,  the trend  towards  managed  health  care in the  United  States  and the
concurrent growth of organizations  such as HMOs, could control or significantly
influence  the  purchase of health care  services  and  products.  In  addition,
legislative  proposals  to reform  health  care or reduce  government  insurance
programs  may result in lower  prices or the  actual  inability  of  prospective
customers to purchase our products.  The cost  containment  measures that health
care  payers and  providers  are  instituting  and the effect of any health care
reform could materially and adversely affect our ability to operate  profitably.
Furthermore,  even if  reimbursement  is  available,  it may not be available at
price levels sufficient for us to realize a positive return on our investment.

     The general  business climate is uncertain and we do not know how this will
impact our business.

     Over the past two years,  there  have been  dramatic  changes  in  economic
conditions  and the  general  business  climate  has been  negatively  impacted.
Indices of the United  States  stock  markets  have  fallen  precipitously,  and
consumer confidence has waned.  Compounding the general unease about the current
business  climate is the still  unknown  economic  and  political  impact of the
September  11,  2001  terrorist  attacks,  hostilities  in  Afghanistan  and the
possibility  of further  conflict with Iraq. We are unable to predict how any of
these factors may affect our business.

                                       19
<PAGE>

Risks Related to Our Common Stock

     The market  price of our stock is likely to  continue to  fluctuate  widely
based on a number of factors, many of which are beyond our control.

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

     From time to time,  stock  market  analysts  publish  research  reports  or
otherwise  comment upon our business  and future  prospects.  Due to a number of
factors,  we may  fail  to meet  the  expectations  of  securities  analysts  or
investors  and our stock price would likely  decline as a result.  These factors
include:

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

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

     o    developments  or disputes  concerning our patent or other  proprietary
          rights,  and the  issuance  of  patents  in our field of  business  to
          others;

     o    government regulatory action;

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

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

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

     Our principal stockholder can significantly influence all matters requiring
the approval by our stockholders.

     As of June 30, 2002,  Dr.  Goldenberg,  our  Chairman and Chief  Scientific
Officer,  controlled the right to vote approximately  17.7% of our common stock.
As  a  result  of  this  voting  power,  Dr.   Goldenberg  has  the  ability  to
significantly influence the outcome of substantially all matters that may be put
to a vote of our stockholders, including the election of our directors.

     A  significant  number of our shares are eligible for resale that may lower
the market price of our common stock and impair our ability to raise new funds.

     As of June 30, 2002, we had 49,877,443 shares of common stock  outstanding,
9,240,972 of which were held by our  directors  and  executive  officers.  These
shares  may be  resold  within  the  limitations  imposed  by Rule 144 under the
Securities Act. As of June 30, 2002,  there were an additional  3,174,250 shares
issuable upon the exercise of stock options, of which 1,399,625 were exercisable
and 204,000 shares issuable upon the exercise of warrants.  Sales of substantial
amounts of shares of our common  stock,  or the mere  prospect  that those sales
will occur,  could cause the market price of our common stock to decline.  Those
sales  might make it more  difficult  for us to sell  equity and  equity-related
securities in the future at a time and price that we consider appropriate.

                                       20
<PAGE>

     We have adopted anti-takeover provisions that may frustrate any unsolicited
attempt to acquire our company or remove or replace our  directors and executive
officers.

     Provisions of our  certificate of  incorporation,  our by-laws and Delaware
corporate law could make it more difficult for a third party to acquire  control
of our company in a  transaction  not  approved by our Board of  Directors.  For
example,  we have adopted a stockholder rights plan that makes it more difficult
for a third party to acquire  control of our company  without the support of our
Board of  Directors.  In addition,  our Board of  Directors  may issue up to ten
million shares of preferred stock and determine the price,  rights,  preferences
and privileges,  including voting and conversion rights, of these shares without
any further vote or action by our stockholders.  The issuance of preferred stock
could have the effect of delaying, deterring or preventing an unsolicited change
in  control  of our  company,  or could  impose  various  procedural  and  other
requirements  that could make it more  difficult for holders of our common stock
to effect  certain  corporate  actions,  including the  replacement of incumbent
directors and the completion of  transactions  opposed by the incumbent Board of
Directors.  The rights of the  holders of our common  stock would be subject to,
and may be  adversely  affected  by, the rights of the holders of any  preferred
stock that may be issued in the future.

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

Item 2 -- Properties

     Our  headquarters  is located at 300  American  Road,  Morris  Plains,  New
Jersey,  where we lease  approximately  74,000 square feet of commercial  office
space.  In November 2001, we renewed the lease for an additional  term of twenty
years expiring in October 2021 at a base annual rate of $545,000,  which rate is
fixed for the first five years and increases  thereafter  every five years.  The
November 2001 renewal  includes an additional  15,000 square feet of space.  Our
manufacturing,  regulatory,  medical, research and development laboratories, and
our finance,  marketing  and  executive  offices are  currently  located in this
facility.  We have also  completed  the  construction  and  equipping of a 7,500
square-foot  commercial-scale  manufacturing  facility  within our Morris Plains
headquarters,  which consists of four independent antibody manufacturing suites,
several  support areas,  and a QC laboratory.  See Item 1,  "Manufacturing."  In
addition,  our European  subsidiary,  Immunomedics GmbH, leases executive office
space in Darmstadt, Germany.

Item 3 -- Legal Proceedings

     In  November  1996,  we  brought  suit  in  The   Netherlands   against  F.
Hoffmann-LaRoche  and its Roche Diagnostics  subsidiary and European  affiliates
for infringement of our European patent covering specific  anti-CEA  antibodies,
which  Roche is using in its CEA  immunoassay.  The suit  sought  an  injunction
against  the  sale of CEA  immunoassays  by Roche  that  infringe  our  European
patents, as well as damages for past infringement. Roche denied infringement and
countered  with  nullity  actions in The  Netherlands  and  Germany,  seeking to
invalidate  our Dutch and  German  patents.  A trial was held  before the Patent
Court in The Hague on August 8, 1997,  resulting in dismissal of the action.  We
have  appealed.  A trial on the Dutch nullity  action was held before the Patent
Court in The Hague on June 5, 1998,  resulting  in  dismissal of that action and
maintenance  of all claims of our  patent.  Roche has  appealed.  A trial on the
German  nullity  action was held in Munich on  December  9, 1998,  resulting  in
maintenance of the patent in amended form that continues to protect our products
and which we believe is still infringed by Roche's  immunoassays.  Roche did not
appeal.  The appeals of the Dutch  infringement  and nullity  actions were heard
concurrently on March 2, 2000. A decision, although originally set for September
7, 2000,  was rendered on February 15, 2001,  and then only a partial  decision.
The  validity  of the  patent,  with  claims  amended as they were in the German
action,  was  upheld  and  the  jurisdiction  of the  Dutch  Court  to  issue  a
cross-border  injunction was upheld.  The Dutch Appeals court's decision finally
was rendered on July 19, 2002,  holding that Roche infringed the patent and that
the decision  could be enforced in all countries  named in the suit,  contingent
upon  posting of a bond in the amount of Euro 2 million.  Roche has appealed the
holdings  of the  Appeals  Court  to the  Dutch  Supreme  Court.  Each  side has
submitted  pleadings  to the Supreme  Court in this appeal.  Our patent  counsel
believes  that the  patents  are valid and  infringed,  and that an  unfavorable
outcome is unlikely,  although no assurances can be given in this regard. To the
extent that Roche  contests  or  challenges  our  patents,  or files  appeals or
further nullity actions,  there can be no assurance that  significant  costs for
defending such patents may not be incurred.

                                       21
<PAGE>

     We have also sued Cytogen, Inc. and C.R. Bard, Inc. for infringement of our
licensed patent by Cytogen's sale of its "Prostascint"  prostate  cancer-imaging
product.  The  complaint was filed in New Jersey on February 23, 2000 and served
on March 20, 2000 after two  unsuccessful  attempts at settlement.  The suit was
bifurcated and damages were separated.  Discovery was completed on the liability
issues.  A Markman hearing was held for the purpose of determining the scope and
interpretation  of the claims,  following which each side submitted  motions for
summary  judgment,  all of which have now been denied.  Although we believe that
our patent is valid and  infringed,  there can be no assurance that a judge will
interpret the claims in our favor or that a jury will find infringement, or that
we will not incur  significant  costs in pursuing  the suit despite a negotiated
fee arrangement with our patent counsel.

     From time to time we are a party to various claims and  litigation  arising
in the normal course of business. We believe that the outcome of such claims and
litigation will not have a material adverse effect on our financial position and
results of operations.

Item 4 -- Submission of Matters to a Vote of Security Holders

     No matter was submitted to a vote of securities  holders  during the fourth
quarter of fiscal year 2002.

                                       22
<PAGE>

                                     PART II

Item 5 -- Market For Registrant's Common Stock and Related Stockholder Matters

     Our Common Stock is quoted on the Nasdaq  National  Market under the symbol
"IMMU." The following table sets forth,  for the last two fiscal years, the high
and low sales prices for the Common  Stock,  as reported by the Nasdaq  National
Market.

     Fiscal Quarter Ended                          High             Low
     --------------------                          ----             ---
     September 30, 2000........................  $26.500          $15.313
     December 31, 2000.........................   26.375           16.000
     March 31, 2001............................   21.813            7.438
     June 30, 2001.............................   22.000            7.344

     September 30, 2001........................  $20.450          $ 8.650
     December 31, 2001.........................   24.840           11.550
     March 31, 2002............................   21.000           13.600
     June 30, 2002.............................   19.050            3.970

     As of September 26, 2002,  there were  approximately  681  stockholders  of
record of the Common Stock and, according to our estimates, approximately 15,434
beneficial  owners of the Common Stock. We have not paid dividends to our Common
Stock since  inception and do not plan to pay cash dividends in the  foreseeable
future. We currently intend to retain earnings, if any, to finance our growth.

     Sale of Unregistered Securities

     On May 23, 2002, in  consideration  of Beckman  Coulter,  Inc.  selling its
membership  interests  in IBC  Pharmaceuticals,  LLC to us, we issued to Beckman
Coulter (i) 138,900 shares of our Common Stock and (ii) a warrant to purchase up
to an  additional  150,000  shares of our Common  Stock at an exercise  price of
$65.00 per share,  exerciseable until the earlier of May 23, 2007 or a change in
control of  Immunomedics.  See "IBC  Pharmaceuticals"  in Item 13 of this Annual
Report. As the sale was made to one accredited purchaser,  the Company relied on
Section 4(2) of the Securities Act of 1933, as amended (the  "Securities  Act"),
for the exemption from the  registration  requirements of the Securities Act. No
person acted as an underwriter with respect to the transaction set forth above.

                                       23
<PAGE>

Item 6 -- Selected Financial Data


     The following  table sets forth our  consolidated  financial data as of and
for each of the five fiscal years ended June 30, 2002. The selected consolidated
financial  data as of and for each of the five years  ended  June 30,  2002 have
been  derived  from our  consolidated  financial  statements.  The  consolidated
financial statements and the report thereon for the year ended June 30, 2002 are
included  elsewhere in this Annual Report on Form 10-K.  The  information  below
should be read in conjuction  with the  consolidated  financial  statements (and
notes thereon) and "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" included in Item 7.


<TABLE>
<CAPTION>


                                                            Fiscal year ended June 30,

                                               2002       2001       2000       1999      1998
                                               ----       ----       ----       ----      ----
<S>                                            <C>        <C>        <C>        <C>       <C>
                                                     (In thousands, except per share amounts)

 Revenues...................................$ 14,287   $  8,400   $  4,777   $  6,801   $  5,252
 Cost and expenses..........................  21,308     16,783     15,609     18,838     19,406
 Interest and other income..................   2,069      2,829      1,196        758      2,343
 Loss before income tax benefit.............  (4,952)    (5,554)    (9,636)   (11,279)   (11,811)
 Income tax benefit.........................   1,205        803         --         --         --
 Net loss...................................  (3,747)    (4,751)    (9,636)   (11,279)   (11,811)
 Preferred stock dividends..................      --         --        496        409         --
 Net loss allocable to common stockholders..  (3,747)    (4,751)   (10,132)   (11,688)   (11,811)
 Net loss per common share..................$  (0.08)  $  (0.10)  $  (0.23)  $  (0.31)   $ (0.32)
 Weighted average shares outstanding........  49,652     49,498     43,977     37,782     36,643
 Cash, cash equivalents and marketable
   securities...............................$ 44,788   $ 53,291   $ 40,866   $  9,422    $ 7,583
 Total assets...............................  54,951     59,657     48,026     16,959     14,942
 Long-term debt.............................      --         --         70        228         --
 Stockholders' equity(1)....................  41,096     41,441     44,096     12,455     10,526

(1) We have never paid cash dividends on our Common Stock.

</TABLE>

                                       24
<PAGE>

Item 7 --  Management's  Discussion  and  Analysis of  Financial  Condition  and
     Results of Operations

     The Securities  and Exchange  Commission  encourages  companies to disclose
forward-looking  information so that investors can better understand a company's
future  prospects and make  informed  investment  decisions.  This Annual Report
contains  such  "forward-looking  statements"  within the meaning of the Private
Securities  Litigation Reform Act of 1995. These statements may be made directly
in this Annual Report, and they may also be made a part of this Annual Report by
reference to other documents filed with the Securities and Exchange  Commission,
which is known as "incorporation by reference."

     Words  such as  "may,"  "anticipate,"  "estimate,"  "expects,"  "projects,"
"intends,"  "plans," "believes" and words and terms of similar substance used in
connection  with any  discussion of future  operating or financial  performance,
identify  forward-looking   statements.   All  forward-looking   statements  are
management's  present  expectations of future events and are subject to a number
of risks and uncertainties  that could cause actual results to differ materially
from  those  described  in  the  forward-looking  statements.  These  risks  and
uncertainties  include,  among other things:  our inability to further identify,
develop and achieve  commercial  success for new products and technologies;  the
possibility of delays in the research and  development  necessary to select drug
development  candidates  and delays in clinical  trials;  the risk that clinical
trials may not result in marketable products;  the risk that we may be unable to
successfully  finance  and  secure  regulatory  approval  of and market our drug
candidates; our dependence upon pharmaceutical and biotechnology collaborations;
the  levels  and  timing  of  payments  under  our   collaborative   agreements;
uncertainties  about our  ability to obtain  new  corporate  collaborations  and
acquire new  technologies on  satisfactory  terms, if at all; the development of
competing  systems;  our  ability  to  protect  our  proprietary   technologies;
patent-infringement   claims;   and  risks  of  new,  changing  and  competitive
technologies  and regulations in the United States and  internationally.  Please
also see the  discussion  of risks and  uncertainties  under  "Factors  That May
Affect Our Business and Results of Operations" in Item 1 of this Annual Report.

     In light of these  assumptions,  risks and  uncertainties,  the results and
events  discussed  in the  forward-looking  statements  contained in this Annual
Report  or  in  any  document   incorporated   by  reference  might  not  occur.
Stockholders  are cautioned not to place undue  reliance on the  forward-looking
statements,  which speak only of the date of this  Annual  Report or the date of
the document  incorporated by reference in this Annual Report.  We are not under
any obligation, and we expressly disclaim any obligation, to update or alter any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise. All subsequent  forward-looking  statements attributable to
Immunomedics  or to any person acting on our behalf are  expressly  qualified in
their  entirety by the  cautionary  statements  contained or referred to in this
section.

Overview

     We are a biopharmaceutical company focused on the development,  manufacture
and  marketing  of  monoclonal  antibody-based  products for the  detection  and
treatment of cancer and other serious  diseases.  Our most advanced  therapeutic
product candidate,  epratuzumab, is a compound that binds to the malignant cells
that  comprise  non-Hodgkin's  B-cell  lymphoma  and certain  other  lymphocytic
leukemias.  In December  2000, we granted a license to Amgen to further  develop
and  commercialize  the  unlabeled  form of  epratuzumab  in North  America  and
Australia. Amgen is currently evaluating this compound in Phase II and Phase III
clinical trials for the treatment of patients with  non-Hodgkin's  lymphoma.  We
currently  maintain all other rights to epratuzumab  outside of the  territories
granted to Amgen, as well as all rights to the labeled  versions of the compound
worldwide.  Accordingly,  we are conducting clinical trials of the unlabeled and
radiolabeled versions of the compound, epratuzumab and epratuzumab-Y-90, as well
as clinically developing four other therapeutic product candidates. We intend to
consider  licensing  some or all of the rights we possess in epratuzumab as well
as our other product candidates in the future if the right opportunities arise.

     In addition to our therapeutic  discoveries,  our proprietary  technologies
have also enabled us to develop highly specific  diagnostic  imaging agents, one

                                       25
<PAGE>

of which,  CEA-Scan,  has already  been  approved  in the United  States and the
European Union,  and is being marketed for the detection of colorectal  cancers.
Our  second  diagnostic  product,  LeukoScan  has been  approved  in Europe  and
Australia and is being marketed for the detection of bone infections.  These are
the only products that we are currently licensed to market and sell and to date,
we have received only limited  revenues from the sale of these products.  We are
also  developing  new  cancer  therapeutic  antibody  technology  involving  the
selective delivery of therapeutic agents through pre-targeting, in collaboration
with our majority-owned subsidiary, IBC Pharmaceuticals, Inc.

     From inception in 1982 until June 30, 2002, we had an  accumulated  deficit
of approximately  $118,000,000 and have never earned a profit. In the absence of
increased  revenues  from the sale of current or future  products and  licensing
activities (the amount, timing, nature, or source of which cannot be predicted),
our losses will continue as we continue to conduct our research and  development
activities.  These  activities are budgeted to expand over time and will require
further resources if we are to be successful.  As a result, our operating losses
are likely to be substantial over the next several years.

     The  development  and   commercialization  of  successful   diagnostic  and
therapeutic  products is subject to numerous risks and uncertainties  including,
without limitation, the following:

     o    the type of therapeutic or diagnostic compound under investigation and
          nature of the disease in  connection  with which the compound is being
          studied;

     o    our ability,  as well as the ability of our  partners,  to conduct and
          complete clinical trials on a timely basis;

     o    the time required for us to comply with all applicable federal,  state
          and foreign legal requirements,  including,  without  limitation,  our
          receipt  of  the  necessary  approvals  of  the  U.S.  Food  and  Drug
          Administration;

     o    the financial  resources available to us during any particular period;
          and

     o    many other  factors  associated  with the  commercial  development  of
          therapeutic and diagnostic products outside of our control.


Research and Development

     As of June 30,  2002,  we employed 46  professionals  in our  research  and
development  departments.  In addition to salaries and benefits, the other costs
associated  with  research and  development  include the costs  associated  with
producing  biopharmaceutical  compounds,  laboratory equipment and supplies, the
costs of conducting  clinical  trials,  legal fees and expenses  associated with
pursuing patent protection,  as well as facilities costs. We spent $14.2 million
in the  aggregate  for the  fiscal  year  ended June 30,  2002 on  research  and
development operating expenses.

     In order to further support our research and development  efforts,  as well
as prepare  for future  commercialization  of our  product  candidates,  we have
contracted  to expand  our  facilities  at a total  cost of  approximately  $6.3
million of which $3.7 million was spent  through June 30, 2002.  See  "Liquidity
and Capital  Resources" below.  Once this project is completed,  we believe that
our  facilities,  as  expanded,  will be adequate to support  our  research  and
development  activities for at least the next two years without the need for any
material capital expenditures.

     At any one time our scientists are engaged in the research and  development
of  multiple  diagnostic  and  therapeutic  compounds.  Because  we do not track
expenses  on the basis of each  individual  compound  under  investigation,  but
rather aggregate research and development costs for accounting  purposes,  it is
not possible for investors to analyze and compare the expenses  associated  with
unsuccessful  research and development efforts for any particular fiscal period,
with those associated with compounds that are determined to be worthy of further
development.  This may make it more  difficult  for  investors  to evaluate  our
business and future prospects.

                                       26
<PAGE>

     Therapeutics

     Substantially  all of our research and development  efforts involve the use
of monoclonal  antibodies  to treat cancer and other serious  diseases in one of
two ways. In the first,  the antibodies  are unlabeled,  or "naked," and used to
treat the disease  directly.  In the second,  the  antibodies  are  labeled,  or
conjugated,  with  radioisotopes,   chemotherapeutic  agents,  toxins  or  other
substances.  In each case the  antibodies  first  seek  out,  and then bind to a
particular target such as a disease site or organ system.

     Epratuzumab

     The  most  advanced  of  our  therapeutic   compounds  under   development,
epratuzumab,  is a  non-radioactive  antibody  that targets the CD22 receptor of
B-cells and B-cell lymphomas.  In 2000, Amgen purchased a license to epratuzumab
covering the  compound's  further  development  and  commercialization  in North
America and  Australia.  The license,  for which Amgen paid us $18.0  million in
cash and agreed to make  additional  milestone  and  royalty  payments  upon the
achievement of certain future events, resulted in the transfer of responsibility
to Amgen for the Phase II and Phase III clinical trials then being  administered
and paid for by us. Amgen is also responsible for any additional trials that may
be  necessary  to  obtain  regulatory  approvals  from  the  U.S.  Food and Drug
Administration  and  other  authorities   within  Amgen's  licensed   territory.
Accordingly,  apart from the  obligation to  manufacture  epratuzumab  for Amgen
until  such  time as Amgen is able to  manufacture  its own  inventories  of the
compound, we have no financial obligations with respect to the commercialization
of epratuzumab in North America and Australia.

     While the clinical results to date have been  encouraging,  we are not able
to determine when, if ever,  epratuzumab will be approved for sale in the United
States or anywhere else. Even if it is approved,  there can be no assurance that
it will be  commercially  successful  or that we will ever  receive  any  future
milestone or royalty payments.

     Other Therapeutic Product Candidates

     At the time the Amgen license was granted,  we retained all other rights to
the compound,  including the development  rights to the unlabeled version of the
compound  outside of Amgen's  licensed  territory,  as well as the rights to the
different  labeled  versions of the compound in the United States and everywhere
else. We are evaluating both the labeled and unlabeled  versions of the compound
in clinical trials at the present time. Clinical trials are also being conducted
with  humanized  antibody to  carcinoembryonic  antigen  (CEA) in patients  with
colorectal,  pancreatic or breast cancers and clinical trials are beginning with
a humanized antibody to  alpha-fetoprotein  (AFP) in patients with primary liver
cancer.  In  addition,  we have six  other  therapeutic  product  candidates  in
pre-clinical development. All of these product candidates remain at a very early
stage of development and we do not anticipate seeking  regulatory  approval with
respect to any particular candidate for at least the next two years.

     Diagnostics

     In 1998,  we began to  transition  our focus away from the  development  of
diagnostic  imaging  products  in order to  accelerate  the  development  of our
therapeutic  product  candidates.  As a result, as of June 30, 2002 research and
development into diagnostic  product candidates was no longer a material portion
of our business.  We are evaluating  several in vivo diagnostic  imaging product
candidates  for the detection of various  cancers and other  diseases,  although
none of these is expected to be available for  commercial  sale for at least the
next two years. These agents are being developed primarily to serve as companion
products that may be used in conjunction with the therapeutic product candidates
under development by us.

                                       27
<PAGE>

IBC Pharmaceuticals

     In 1999 we began conducting  research  involving the selective  delivery of
therapeutic  agents to fight  cancer  as part of a  collaboration  with  Beckman
Coulter.  Upon our formation of the joint venture, IBC Pharmaceuticals,  LLC, we
granted certain intellectual property to the venture, as did Beckman Coulter. We
were then  reimbursed  for all of the  research  activities  we conducted on the
joint  venture's  behalf.  For the fiscal years June 30, 2002, 2001 and 2000, we
received reimbursements of $634,000, $418,000 and $348,000,  respectively,  from
IBC with respect to these research activities.

     In the fourth  quarter of fiscal  year 2002 we were able to acquire  all of
the membership interests in the joint venture held by Beckman Coulter, giving us
majority control of the business. IBC Pharmaceuticals, LLC, was then reorganized
into IBC Pharmaceuticals, Inc., a Delaware corporation. We currently hold all of
the  outstanding   shares  of  IBC  Series  A  Preferred   stock,   representing
approximately  73.26% of the  total  shares of  voting  stock  outstanding.  The
transaction  was  accounted  for  as a  step  acquisition  and  we  recorded  an
in-process  research and development  charge of $936,000 as discussed  below. At
June 30, 2002 IBC  Pharmaceuticals,  Inc. had cash and cash  equivalents of $1.7
million.  As a result of our majority interest in IBC  Pharmaceuticals,  we will
now consolidate the operating results of IBC for all future periods.

Critical Accounting Policies

     In December 2001,  the U.S.  Securities  and Exchange  Commission  issued a
statement  concerning certain views of the Commission  regarding the appropriate
amount of disclosure by publicly held  companies  with respect to their critical
accounting  policies.  In particular,  the Commission expressed its view that in
order to enhance  investor  understanding  of  financial  statements,  companies
should explain the effects of critical  accounting policies as they are applied,
the judgments made in the application of these  policies,  and the likelihood of
materially  different  reported  results if different  assumptions or conditions
were to prevail.

     We consider revenue recognition as a critical  accounting policy.  Payments
received under contracts to fund certain  research  activities are recognized as
revenue in the period in which the research  activities are performed.  Payments
received in advance  that are related to future  performance  are  deferred  and
recognized  as  revenue  when  the  research  projects  are  performed.  Upfront
nonrefundable  fees associated with license and development  agreements where we
have  continuing  involvement in the agreement are recorded as deferred  revenue
and  recognized  over the estimated  service  period.  If the estimated  service
period is  subsequently  modified,  the  period  over which the  upfront  fee is
recognized is modified  accordingly  on a prospective  basis.  Revenues from the
achievement  of research and  development  milestones  are  recognized  when the
milestones  are  achieved.  Revenue  from the  sale of  diagnostic  products  is
recognized at the time of shipment.


Results of Operations

     Fiscal Year 2002 compared to Fiscal Year 2001

     Revenues  for the  fiscal  year  ended June 30,  2002 were  $14,287,000  as
compared to $8,400,000 in the fiscal year ended June 30, 2001,  representing  an
increase  of  $5,887,000,  or 70%.  Product  sales  for  fiscal  year  2002 were
$3,793,000  as  compared  to  $4,032,000  in fiscal  year 2001,  representing  a
decrease of $239,000,  principally  reflecting  our transition in focus from the
sale of diagnostic imaging products to the development of therapeutic compounds.
License  fee  revenues  for  fiscal  year 2002  increased  to  $10,213,000  from
$3,758,000 for the same period in 2001, primarily due to the recognition in 2002
of $9,000,000  as compared to $3,750,000 in fiscal 2001 of the up-front  license
payment  received  from  Amgen.  In  addition,  in  fiscal  2002  we  recognized
$1,025,000 as license fee revenue for a non-exclusive license granted to Daiichi
Pure Chemicals Co.  Revenues from grants for research and development for fiscal
year 2002 decreased to $281,000 from $610,000 for the same period of 2001.

                                       28
<PAGE>

     Total operating  expenses for fiscal year 2002 were $21,308,000 as compared
to $16,783,000 in fiscal year 2001,  representing an increase of $4,525,000,  or
27%.  Research  and  development  expenses  for fiscal  year 2002  increased  by
$3,938,000,  from $10,264,000 in fiscal year 2001 to $14,202,000,  primarily due
to an increased number of professional  staff, as well as increased research and
development  efforts  and  associated  manufacturing  expenses,   including  lab
supplies associated with producing compounds to be used in clinical trials. Cost
of goods sold for fiscal year 2002 decreased by $216,000 from $891,000 in fiscal
year 2001 to $675,000,  primarily due to lower  distribution  cost and a reduced
number of vials sold.  Cost of goods sold in fiscal year 2002  included a charge
of $24,000 as compared to $105,000 in fiscal 2001 relating to the  expiration of
certain CEA-Scan inventories previously manufactured and capitalized.

     Sales and  marketing  expenses  for  fiscal  year 2002 were  $2,610,000  as
compared  to  $2,502,000  for fiscal  year 2001,  representing  an  increase  of
$108,000.  General and  administrative  costs for fiscal year 2002  decreased by
$241,000 from  $3,126,000 in fiscal year 2001 to $2,885,000.  This was primarily
due to the  recognition of an expense of $509,000 in fiscal 2001 associated with
warrants  issued to a  financial  advisor,  and an expense of  $360,000 as a fee
associated with our entering into the Licensing and  Development  Agreement with
Amgen (see Note 10 to Consolidated Financial Statements), partially offset by an
increase of other  administrative  expenses in fiscal year 2002.  As a result of
our acquisition of majority control of IBC in the fourth quarter of fiscal 2002,
we recorded a charge related to acquired  in-process research and development of
$936,000,  which was immediately expensed.  At the date of acquisition,  none of
the products under development by IBC had achieved technological feasibility and
none were being sold in the market.

     Interest and other income for fiscal year 2002  decreased by $761,000  from
$2,830,000  in fiscal year 2001 to  $2,069,000  in 2002,  primarily due to lower
rate of return and reduced level of cash available for investments.

     For fiscal years 2002 and 2001, we recorded a tax benefit of $1,205,000 and
$803,000, respectively, as a result of our sale of approximately $15,269,000 and
$10,106,000 of New Jersey state net operating losses, respectively.

     Net  loss  allocable  to  common  stockholders  for  fiscal  year  2002 was
$3,747,000,  or $0.08 per share, as compared to $4,751,000,  or $0.10 per share,
in fiscal year 2001.

Fiscal Year 2001 compared to Fiscal Year 2000

     Revenues  for the  fiscal  year  ended  June 30,  2001 were  $8,400,000  as
compared to $4,777,000 in the fiscal year ended June 30, 2000,  representing  an
increase  of  $3,623,000,  or 76%.  Product  sales  for  fiscal  year  2001 were
$4,032,000 as compared to $4,124,000 in fiscal year 2000, principally reflecting
our continued  transition in focus from the sale of diagnostic  imaging products
to the  development  of therapeutic  compounds.  License fee revenues for fiscal
year 2001  increased by $3,744,000  from $14,000 in fiscal 2001 to $3,758,000 in
fiscal 2002,  primarily due to the  recognition of $3,750,000 of the $18,000,000
up-front  payment  received in conjunction with the execution of our development
and license  agreement with Amgen.  The up-front  payment is being recognized as
revenue at a rate of $750,000 per month over an  estimated  period of 24 months,
beginning  February 2001.  Revenue from grants for research and  development for
fiscal year 2001  decreased by $29,000 from  $639,000 to $610,000 as compared to
fiscal 2000.

     Total operating  expenses for fiscal year 2001 were $16,783,000 as compared
to $15,609,000 in fiscal year 2000,  representing an increase of $1,174,000,  or
8%. Research and development  expenses increased by $1,594,000,  from $8,670,000
in fiscal 2001 to  $10,264,000  in fiscal year 2000,  primarily due to increased
research and  development  efforts and  manufacturing  expenses,  including  lab
supplies associated with producing  therapeutic compounds to be used in clinical
trials.  Cost of goods sold for fiscal year 2001  increased  by  $462,000,  from
$429,000 to  $891,000  as compared to fiscal year 2000.  Cost of goods in fiscal
year 2000  reflects  the  benefit  of  product  sales  from  inventory  that was
previously expensed prior to receiving the requisite regulatory approvals. Also,
the cost of goods  sold in  fiscal  years  2001 and 2000  includes  a charge  of
approximately $105,000 and $155,000, respectively, relating to the expiration of
certain CEA-Scan inventories previously manufactured and capitalized.

                                       29
<PAGE>

     Sales and  marketing  expenses  for  fiscal  year 2001 were  $2,502,000  as
compared  to  $2,896,000  for fiscal  year  2000,  representing  a  decrease  of
$394,000, or 14%, primarily due to the Company-wide reorganization/restructuring
as we refocused our efforts on the development of therapeutic compounds. General
and  administrative  costs for  fiscal  year 2001  decreased  by  $488,000  from
$3,614,000  to  $3,126,000  in fiscal  year 2000.  We  recognized  an expense of
$509,000 in fiscal 2001, as compared to $925,000 in fiscal 2000  associated with
warrants issued to a financial  advisor.  See Note 7 to  Consolidated  Financial
Statements. Also, in fiscal 2001, bonuses awarded to executives were $266,000 as
compared to $880,000 in fiscal year 2000. In addition,  the Company recognized a
charge  of  $360,000  during  fiscal  year  2001 as a fee  associated  with  the
Company's entering into the Licensing and Development  Agreement with Amgen. See
Note 10 to Consolidated Financial Statements.

     Interest and other income for fiscal year 2001 increased by $1,633,000 from
$1,196,000 in fiscal year 2000 to $2,829,000 in 2001, primarily due to increased
levels of cash available for investment as a result of the sale of  unregistered
shares of common  stock  during  fiscal 2000 and the receipt of the  $18,000,000
million payment from Amgen in February 2001.

     During fiscal 2001, we sold  approximately  $10,106,000 of New Jersey state
net operating losses,  pursuant to a program offered by the State of New Jersey.
We recorded an income tax benefit of $803,000 resulting from that transaction.

     Net  loss  allocable  to  common  stockholders  for  fiscal  year  2001 was
$4,751,000, or $0.10 per common share, as compared to $10,132,000,  or $0.23 per
common share, in fiscal year 2000. The higher weighted  average number of shares
outstanding  positively  impacted the net loss allocable to common  stockholders
per share for fiscal  2001 as  compared  to fiscal  2000.  The  increase  in the
weighted average number of shares  outstanding from 43,976,658 to 49,498,002 was
primarily due to the conversion in late calendar year 1999 of Series F Preferred
Stock into 5,772,031 shares of common stock and the issuance of 4,825,000 shares
of common stock pursuant to equity  financings  during fiscal year 2000 as these
shares  were  outstanding  for  the  entire  fiscal  year  2001.  See  Note 7 to
Consolidated Financial Statements.

     Liquidity and Capital Resources

     Since our  inception in 1982,  we have  financed our  operations  primarily
through private sales of our equity  securities,  revenue earned under licensing
agreements,  revenue from sales of CEA-Scan and  LeukoScan,  grants from various
sources and investment income.

     At June 30, 2002, we had working  capital of  $35,042,000,  representing  a
decrease of $8,160,000  from  $43,202,000 at June 30, 2001. At June 30, 2002, we
had no long-term debt or capital lease obligations.  The net decrease in working
capital resulted  principally from the net loss allocable to common stockholders
during fiscal year 2002 of $3,747,000 and capital expenditures of $4,105,000.

     In order to support our clinical trials and anticipated  future  commercial
requirements,  we have  entered  into  construction  agreements  to  expand  our
manufacturing  facility at a cost of  approximately  $6.3  million of which $3.7
million was spent  through  June 30, 2002.  We plan to fund this project  either
through  our  existing  working  capital or other  financing  arrangements.  The
facility plan includes two distinct  manufacturing  suites,  containing  six new
bioreactors,  which are intended to allow  flexibility in terms of the amount of
therapeutic compounds that can be produced. We anticipate that the facility will
be completed sometime during the first quarter of calendar year 2003.

     Our  cash,  cash   equivalents  and  marketable   securities   amounted  to
$44,788,000  at June 30,  2002,  representing  a  decrease  of  $8,503,000  from
$53,291,000 at June 30, 2001.  This decrease was primarily  attributable  to the
funding of operating expenses and capital  expenditures.  It is anticipated that
working  capital and cash,  cash  equivalents,  and marketable  securities  will
decrease during fiscal year 2003 as a result of planned  operating  expenses and
capital  expenditures,  offset in part by projected  revenues  from sales of our
diagnostic imaging products in the United States and Europe.  However, there can
be no assurance,  as to the amount of revenues,  if any, these imaging  products
will provide.

                                       30
<PAGE>

     To  date,  we have  not  generated  positive  cash  flow  from  operations,
excluding the effects of the up-front payment received from Amgen in fiscal year
2001. We believe that our existing  working capital should be sufficient to meet
our capital  and  liquidity  requirements  for the next  twelve  months.  Actual
results could differ materially from our expectations as a result of a number of
risks and uncertainties,  including the risks described in Item 1, "Factors That
May Affect Our Business and Results of Operations"  and elsewhere in this Annual
Report.  Our working  capital and working capital  requirements  are affected by
numerous  factors and such factors may have a negative  impact on our liquidity.
Principal among these are the success of product commercialization and marketing
products,  the technological  advantages and pricing of our products, the impact
of the regulatory  requirements  applicable to us and access to capital  markets
that can provide us with the  resources  when  necessary  to fund our  strategic
priorities.  Unless there is a significant increase in product revenues, we will
require  additional  financial  resources  after we utilize our  current  liquid
assets  in order  for us to  continue  our  projected  levels  of  research  and
development,  clinical trials of our potential  products and regulatory  filings
for new  indications  of  existing  products.  Additional  financing  may not be
available  to us at all or on  terms  we find  acceptable  or the  terms of such
financing may cause substantial dilution to existing stockholders.

     We intend to supplement our financial resources from time to time as market
conditions  permit  through  additional  debt or equity  financings  and through
collaborative  marketing and  distribution  agreements.  We continue to evaluate
various  programs to raise  additional  capital and to seek additional  revenues
from the licensing of our proprietary technologies.  At the present time, we are
unable to determine  whether any of these future  activities  will be successful
and, if so, the terms and timing of any definitive agreements.

     Contractual Commitments

     Our major  contractual  obligations  relate to an  operating  lease for our
facility  and  for the  construction  agreements  to  expand  our  manufacturing
facility.  We have identified and quantified the significant  commitments in the
following table.

                             Payments Due by Period
                                   (in $000's)

Contractual Obligation      2003    2004   2005  2006   2007  Thereafter   Total
----------------------      ----    ----   ----  ----   ----  ----------   -----
Operating Lease (1)       $  545    $545   $545  $545   $552     $10,158 $12,890

Facility Expansion (2)    $2,600                                         $ 2,600

     (1) In November 2001, we renewed our operating  lease for the Morris Plains
facility for an  additional  term of twenty years  expiring in October 2021 at a
base  annual  rate of  $545,000,  which is fixed  for the first  five  years and
increases  thereafter  every five years,  which  includes an  additional  15,000
square feet.

     (2) In  order  to  support  our  clinical  trials  and  anticipated  future
commercial requirements,  we have entered into construction agreements to expand
our manufacturing facility at a cost of approximately $6.3 million of which $3.7
million was spent  through  June 30, 2002.  We plan to fund this project  either
through  our  existing  working  capital or other  financing  arrangements.  The
facility plan includes two distinct  manufacturing  suites,  containing  six new
bioreactors,  which are intended to allow  flexibility in terms of the amount of
therapeutic compounds that can be produced. We anticipate that the facility will
be completed sometime during the first quarter of calendar year 2003.

Recently Issued Accounting Pronouncements

     In July 2001, the FASB issued SFAS No. 141, "Business  Combinations" ("SFAS
No. 141"), and SFAS No. 142,  "Goodwill and Other Intangible  Assets"("SFAS  No.
142").  SFAS No. 141 requires  that all business  combinations  be accounted for
under a single method -- the purchase  method.  Use of the  pooling-of-interests

                                       31
<PAGE>

method no longer is permitted. SFAS No. 141 requires that the purchase method be
used for  business  combinations  initiated  after June 30,  2001.  SFAS No. 142
requires  that  goodwill  no longer be  amortized  to  earnings,  but instead be
reviewed for impairment.  SFAS No. 142 has no impact on the historical financial
statements  of the  Company  as the  Company  does  not  have  any  goodwill  or
intangible assets that resulted from business combinations.

     In  August  2001,  the  FASB  issued  SFAS  No.  143,   "Asset   Retirement
Obligations"  ("SFAS No. 143"),  which provides the accounting  requirements for
retirement   obligations   associated  with  tangible  long-lived  assets.  This
statement requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. The Company expects
to adopt this standard  beginning  July 1, 2003. The adoption of SFAS No. 143 is
not expected to have a material impact on the Company's  consolidated  financial
statements.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets"  ("SFAS No. 144"),  which excludes
from the definition of long-lived assets goodwill and other intangibles that are
not  amortized  in  accordance  with SFAS No. 142.  SFAS No. 144  requires  that
long-lived assets to be disposed of by sale be measured at the lower of carrying
amount  or fair  value  less  cost  to  sell,  whether  reported  in  continuing
operations  or in  discontinued  operations.  SFAS  No.  144  also  expands  the
reporting of  discontinued  operations  to include  components of an entity that
have been or will be disposed of rather than limiting such  discontinuance  to a
segment of a business.  The  adoption of SFAS No. 144 is not  expected to have a
material impact on the Company's consolidated financial statements.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities"  ("SFAS No. 146"),  which requires
that a liability  for a cost  associated  with an exit or  disposal  activity be
recognized  when the  liability for a cost  associated  with an exit or disposal
activity is incurred.  The Company expects to adopt this standard beginning July
1, 2003. The adoption of SFAS No. 146 is not expected to have a material  impact
on the Company's consolidated financial statements.

Item 7A -- Quantitative and Qualitative Disclosures About Market Risk

     The  following  discussion  about our  exposure to market risk of financial
instruments  contains  forward-looking  statements under the Private  Securities
Litigation  Reform Act of 1995.  Actual results may differ materially from those
described due to a number of factors,  including  uncertainties  associated with
general economic conditions and conditions impacting our industry.

     Our holdings of financial  instruments are comprised primarily of corporate
debt. All such  instruments are classified as securities  available for sale. We
do not invest in portfolio  equity  securities or  commodities  or use financial
derivatives for trading purposes.  Our debt security portfolio  represents funds
held  temporarily  pending use in our business and  operations.  We manage these
funds accordingly. We seek reasonable assuredness of the safety of principal and
market liquidity by investing in rated fixed income securities while at the same
time  seeking to achieve a favorable  rate or return.  Our market risk  exposure
consists principally of exposure to changes in interest rates. Our holdings also
are  exposed  to the risks of  changes in the  credit  quality  of  issuers.  We
typically invest in highly liquid debt instruments with fixed interest rates.

                                       32
<PAGE>

     The table below presents the principal amounts and related weighted average
interest  rates by fiscal year of maturity  for our  investment  portfolio as of
June 30, 2002:

<TABLE>
<CAPTION>
                                                                                               Fair
                         2003        2004        2005        2006       2007      Total        Value
                      --------    --------    --------    --------    --------    -------     --------
<S>                    <C>         <C>        <C>         <C>         <C>         <C>         <C>

                                                  (in thousands)

Fixed rate            $ 10,822    $ 12,590    $     --    $    999    $     --    $24,411     $ 24,725
Average interest rate     4.90%       4.01%         --        7.28%         --       4.54%          --
Variable rate         $     --      $6,993    $     --    $     --    $     --    $ 6,993     $  7,000
Average interest rate       --       2.16%          --          --          --       2.16%          --
                      --------    --------    --------    --------    --------    -------     --------
        Total         $ 10,822    $ 19,583    $     --    $    999    $     --    $31,404     $ 31,725
                      ========    ========    ========    ========    ========    =======     ========
</TABLE>

                                       33
<PAGE>

<TABLE>

Item 8 - Financial Statements and Supplementary Data

                       IMMUNOMEDICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                            June 30,               June 30,
                                                                              2002                   2001
                                                                           -----------           -----------
<S>                                                                        <C>                   <C>

ASSETS

Current Assets:

     Cash and cash equivalents........................................... $ 13,062,954          $  8,607,901
     Marketable securities...............................................   31,724,789            44,682,954
     Accounts receivable, net of allowance for
       doubtful accounts of $289,866 and $125,440 at
       June 30, 2002 and June 30, 2001,  respectively....................    1,106,716               792,598
     Inventory...........................................................      641,686               750,769
     Other current assets................................................    1,801,979             1,151,548
                                                                           -----------           -----------
          Total current assets...........................................   48,338,124            55,985,770

Property and equipment, net of accumulated
       depreciation of $9,688,929 and $8,711,412 at
       June 30, 2002 and June 30, 2001,  respectively....................    6,561,901             3,395,310

Other long-term assets...................................................       51,157               276,157
                                                                           -----------           -----------
                                                                          $ 54,951,182          $ 59,657,237
                                                                           ===========           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

     Current portion of long-term debt................................... $          -          $     70,412
     Accounts payable....................................................    3,618,625             1,607,176
     Deferred revenue....................................................    7,475,728             9,000,000
     Other current liabilities...........................................    2,201,707             2,106,254
                                                                           -----------           -----------
          Total current liabilities......................................   13,296,060            12,783,842
                                                                           -----------           -----------

Deferred revenue.........................................................            -             5,250,000
Minority interest........................................................      559,222               182,000

Commitments and Contingencies

Stockholders' Equity:
     Preferred stock; $.01 par value, authorized 10,000,000 shares;
          issued and outstanding 0 shares
          at June 30, 2002 and June 30, 2001.............................            -                     -
     Common stock; $.01 par value, authorized 70,000,000 shares;
          issued and outstanding 49,877,443 and 49,533,871 shares
          at June 30, 2002 and June 30, 2001, respectively...............      498,774               495,339
     Capital contributed in excess of par................................  158,569,476           155,116,973
     Treasury stock, at cost, 34,725 shares..............................     (458,370)                    -
     Accumulated deficit................................................. (118,028,184)         (114,281,279)
     Accumulated other comprehensive income..............................      514,204               110,362
                                                                           -----------           -----------
          Total stockholders' equity.....................................   41,095,900            41,441,395
                                                                           -----------           -----------
                                                                          $ 54,951,182          $ 59,657,237
                                                                           ===========           ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       34
<PAGE>

<TABLE>

                                 IMMUNOMEDICS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<CAPTION>
                                                                         Years ended June 30,
                                                            ---------------------------------------------
                                                               2002             2001               2000
                                                            ----------       ----------        ----------
<S>                                                         <C>              <C>               <C>

Revenues:

     Product sales........................................$  3,792,841     $  4,032,020      $  4,123,997
     License fee revenues.................................  10,212,720        3,758,196            14,598
     Research and development.............................     281,200          609,577           638,599
                                                            ----------       ----------        ----------
               Total revenues                               14,286,761        8,399,793         4,777,194


Costs and Expenses:

     Cost of goods sold...................................     675,240          890,813           428,445
     Research and development.............................  14,202,275       10,264,042         8,669,599
     Sales and marketing..................................   2,609,506        2,502,101         2,896,132
     General and administrative...........................   2,885,500        3,126,457         3,614,806
     Acquired in-process research and development.........     935,889                -                 -
                                                            ----------       ----------        ----------
               Total costs and expenses                     21,308,410       16,783,413        15,608,982
                                                            ----------       ----------        ----------
Operating loss                                              (7,021,649)      (8,383,620)      (10,831,788)

     Interest and other income............................   2,069,214        2,829,515         1,196,261
                                                            ----------       ----------        ----------
Loss before income tax benefit............................  (4,952,435)      (5,554,105)       (9,635,527)

Income tax benefit........................................   1,205,530          803,315                 -
                                                            ----------       ----------        ----------
Net loss..................................................  (3,746,905)      (4,750,790)       (9,635,527)

Preferred stock dividends.................................           -                -           496,684
                                                            ----------       ----------        ----------
Net loss allocable to common stockholders.................$ (3,746,905)    $ (4,750,790)     $(10,132,211)
                                                            ==========       ==========        ==========
Net loss allocable to common stockholders
    per basic and diluted common share....................$      (0.08)    $      (0.10)     $      (0.23)
                                                            ==========       ==========        ==========
Weighted average number of
   shares outstanding.....................................  49,651,547       49,498,002        43,976,658
                                                            ==========       ==========        ==========
Comprehensive Loss:
     Net loss.............................................$ (3,746,905)    $ (4,750,790)     $ (9,635,527)

    Other comprehensive loss, net of tax:
           Foreign currency translation adjustments.......     393,619         (130,009)          (86,494)
           Unrealized gain (loss) on securities
              available for sale..........................      10,223          349,055           (30,318)
                                                            ----------       ----------        ----------
    Other comprehensive loss..............................     403,842          219,046          (116,812)
                                                            ----------       ----------        ----------
Comprehensive loss .......................................$ (3,343,063)    $ (4,531,744)     $ (9,752,339)
                                                            ==========       ==========        ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       35
<PAGE>

<TABLE>

                                                           IMMUNOMEDICS, INC. AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
                                         Convertible        Common          Capital                           Accumulated
                                       Preferred Stock       Stock        Contributed                            Other
                                       ----------------------------------  in Excess   Treasury   Accumulated Comprehensive
                                       Shares  Amount   Shares    Amount    of Par      Stock      Deficit    Income/(Loss)  Total
                                       ---------------------------------------------------------------------------------------------
<S>                                    <C>    <C>    <C>        <C>      <C>          <C>        <C>            <C>     <C>

Balance, at June 30, 1999................1,250 $13.00 37,888,090 $378,881 $111,466,439 $       -  $ (99,398,278) $ 8,128$12,455,183
  Issuance of common stock
     pursuant to private
     placements, net.....................    -      -  4,825,000   48,250   42,611,489         -              -        - 42,659,739
  Issuance of common stock
    in exchange for convertible
    preferred stock (Series F), net...... (655)    (7) 5,772,031   57,720      (57,713)        -              -        -          -
  Redemption of convertible
    preferred stock (Series F), net...... (595)    (6)         -        -   (6,187,994)        -       (297,500)       - (6,485,500)
  Exercise of options to
    purchase common stock................    -      -    844,000    8,440    3,628,135         -              -        -  3,636,575
  Accretion of preferred stock dividends.    -      -          -        -      199,184         -       (199,184)       -          -
  Capital contribution pursuant to
     Section 16(b) of Securities
     Exchange Act of 1934................    -      -          -        -      657,722         -              -        -    657,722
  Issuance of warrants to financial advisor  -      -          -        -      924,738         -              -        -    924,738
  Other comprehensive loss...............    -      -          -        -            -         -              - (116,812)  (116,812)
  Net loss...............................    -      -          -        -            -         -     (9,635,527)       - (9,635,527)
                                         -------------------------------------------------------------------------------------------
Balance, at June 30, 2000................    -      - 49,329,121  493,291  153,242,000         -   (109,530,489)(108,684)44,096,118
  Exercise of options to
    purchase common stock................    -      -    204,750    2,048    1,250,672         -              -        -  1,252,720
  Issuance of warrants to financial advisor  -      -          -        -      508,991         -              -        -    508,991
  Compensation expense associated with
    issuance of stock options to employees   -      -          -        -      115,310         -              -        -    115,310
  Other comprehensive income ............    -      -          -        -            -         -              -  219,046    219,046
  Net loss...............................    -      -          -        -            -         -     (4,750,790)       - (4,750,790)
                                         -------------------------------------------------------------------------------------------
Balance, at June 30, 2001................    -      - 49,533,871  495,339  155,116,973         -   (114,281,279) 110,362 41,441,395
  Exercise of options to
    purchase common stock................    -      -    100,250    1,002      371,370         -              -        -    372,372
  Exercise of warrants to
    purchase common stock................    -      -    104,422    1,044      375,831         -              -        -    376,875
  Retirement of Shareholder Rights Plan..    -      -          -        -      (49,739)        -              -        -    (49,739)
  Common stock and warrant issued in
    connection with the purchase of
    additional interest in IBC...........    -      -    138,900    1,389    2,648,601  (458,370)             -        -  2,191,620
  Compensation expense associated with
    issuance of stock options to employees   -      -          -        -      106,440         -              -        -    106,440
  Other comprehensive income ............    -      -          -        -            -         -              -  403,842    403,842
  Net loss...............................    -      -          -        -            -         -     (3,746,905)       - (3,746,905)
                                         -------------------------------------------------------------------------------------------
Balance, at June 30, 2002................    -  $   - 49,877,443 $498,774 $158,569,476 $(458,370) $(118,028,184)$514,204$41,095,900
                                         ===========================================================================================


                                          See accompanying notes to consolidated financial statements.

                                                                      36
</TABLE>

<PAGE>

<TABLE>

                              IMMUNOMEDICS, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                            Years ended June 30,
                                                                 -----------------------------------------
                                                                    2002           2001            2000
                                                                 ----------     ----------      ----------
<S>                                                              <C>            <C>             <C>
Cash flows from operating activities:

      Net loss.................................................$ (3,746,905)  $ (4,750,790)   $ (9,635,527)

      Adjustments to reconcile net loss to net cash
           provided by (used in) operating activities:

      Depreciation.............................................     977,517        950,774         971,481
      Provision for allowance for doubtful accounts............     164,426         54,214         116,019
      Amortization of bond premium.............................     246,147        123,479           2,108
      Non-cash expense relating to issuance of warrants........           -        508,991         924,738
      Compensation expense associated with
         issuance of stock options to employees................     106,440        115,310               -
      Other....................................................     393,619       (130,009)        (86,494)
      Changes in operating assets and liabilities:
           Accounts receivable.................................    (476,958)      (243,414)        382,403
           Inventories.........................................     109,083        286,131        (218,017)
           Other current assets................................    (648,193)       172,545        (750,673)
           Accounts payable....................................   1,995,176       (229,107)       (242,279)
           Deferred revenue....................................  (6,774,272)    14,250,000               -
           Other current liabilities...........................      95,453        422,988        (187,683)
                                                                 ----------     ----------      ----------
          Net cash from operating activities...................  (7,558,467)    11,531,112      (8,723,924)
                                                                 ----------     ----------      ----------
Cash flows from investing activities:

     Purchase of marketable securities......................... (13,877,725)   (53,295,258)    (46,534,240)
     Proceeds from maturities of marketable securities.........  26,824,966     38,589,867      22,702,225
     Purchase of additional interest in IBC....................   2,542,344             -                -
     Additions to property and equipment.......................  (4,105,161)      (375,404)       (124,022)
                                                                 ----------     ----------      ----------
          Net cash from investing activities...................  11,384,424    (15,080,795)    (23,956,037)
                                                                 ----------     ----------      ----------
Cash flows from financing activities:

     Issuance of common stock, net.............................           -              -      42,659,739
     Redemption of preferred stock, net........................           -              -      (5,950,000)
     Preferred stock dividends paid upon redemption............           -              -        (535,500)
     Capital contribution pursuant to Section16(b) of
          Securities Exchange Act of 1934......................           -              -         657,722

     Deposits - cash collateral................................           -        (51,157)              -
     Payments of debt..........................................     (70,412)      (158,058)       (143,757)
     Retirement of 1998 Shareholder Rights Plan................     (49,739)             -               -
     Exercise of warrants......................................     376,875              -               -
     Exercise of stock options.................................     372,372      1,252,720       3,636,575
                                                                 ----------     ----------      ----------
          Net cash provided by financing activities............     629,096      1,043,505      40,324,779
                                                                 ----------     ----------      ----------
Increase (decrease) in cash and cash equivalents...............   4,455,053     (2,506,178)      7,644,818

Cash and cash equivalents at beginning of year.................   8,607,901     11,114,079       3,469,261
                                                                 ----------     ----------      ----------
Cash and cash equivalents at end of year.......................$ 13,062,954   $  8,607,901    $ 11,114,079
                                                                 ==========     ==========      ==========
Supplemental Disclosure of noncash financing activities:
     Common stock and warrant issued in connection with
          the purchase of additional interest in IBC...........$  2,649,990   $          -    $          -

Cash paid for interest.........................................$      1,683   $     14,974    $     29,275

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       37

<PAGE>

Notes to Consolidated Financial Statements

1.   Business Overview

     Immunomedics,   Inc.,  a  Delaware   corporation   ("Immunomedics"  or  the
"Company")  is  a   biopharmaceutical   company  focused  on  the   development,
manufacture  and  marketing  of  monoclonal   antibody-based  products  for  the
detection  and  treatment  of cancer and other  serious  diseases.  Immunomedics
currently   markets  and  sells  CEA-Scan(R)  in  the  U.S.,  and  CEA-Scan  and
LeukoScan(R)throughout Europe and in certain other markets outside the U.S.

     Immunomedics' operations encompass all the risks inherent in developing and
expanding a biopharmaceutical  enterprise,  including: (1) uncertainty regarding
the timing  and  amount of future  revenues  to be  derived  from the  Company's
technologies;  (2)  obtaining  future  capital as  needed;  (3)  attracting  and
retaining  key  personnel;  and  (4) a  business  environment  with  substantial
competition, rapid technological change and strict government regulation.

     Immunomedics  has not yet achieved  profitable  operations  and there is no
assurance that profitable operations,  even if achieved, could be sustained on a
continuing  basis.  Further,  the Company's future  operations are dependent on,
among other things, the success of the Company's  commercialization  efforts and
market  acceptance of the Company's  products.  Since its inception in 1982, the
Company's  source of funds has been  primarily  dependent  on private and public
offerings  of  equity   securities,   revenues  from  research  and  development
alliances, and, to a limited extent, product sales.

2.   Summary of Significant Accounting Policies

Principles of Consolidation and Presentation

     The consolidated financial statements include the accounts of Immunomedics,
Inc. and its majority-owned subsidiaries.  All significant intercompany balances
and transactions  have been eliminated in  consolidation.  Minority  interest is
recorded for a majority-owned subsidiary (see Note 9). Certain amounts have been
reclassified to conform to the current year presentation.

Cash Equivalents and Marketable Securities

     Immunomedics   considers  all  highly  liquid   investments  with  original
maturities  of  three  months  or  less,  at the  time of  purchase,  to be cash
equivalents.

     Immunomedics' investments in cash equivalents and marketable securities are
available for sale to fund growth in operations.  The portfolio at June 30, 2002
primarily consists of corporate debt securities.

Concentration of Credit Risk

     Cash, cash equivalents, and marketable securities are financial instruments
that   potentially   subject  the  Company  to  concentration  of  credit  risk.
Immunomedics invests its cash in debt instruments of financial  institutions and
corporations with strong credit ratings. Immunomedics has established guidelines
relative to  diversification  and  maturities  that are  designed to help ensure
safety  and  liquidity.  These  guidelines  are  periodically  reviewed  to take
advantage of trends in yields and interest rates.  Immunomedics has historically
held the investments to maturity.  However,  the Company has the ability to sell
these investments  before maturity and has therefore  classified the investments
as available for sale.  Immunomedics has not experienced any significant  losses
on its investments.

                                       38
<PAGE>

Inventory

     Inventory  is stated  at the  lower of  average  cost  (which  approximates
first-in,  first-out) or market, and includes materials, labor and manufacturing
overhead.

Property and Equipment

     Property  and  equipment  are  stated  at  cost  and are  depreciated  on a
straight-line  basis  over  the  estimated  useful  lives  (5-10  years)  of the
respective assets. Leasehold improvements are capitalized and amortized over the
lesser  of the life of the  lease or the  estimated  useful  life of the  asset.
Immunomedics reviews long-lived assets for impairment whenever events or changes
in business  circumstances  occur that indicate that the carrying  amount of the
assets may not be  recoverable.  Immunomedics  assesses  the  recoverability  of
long-lived  assets held and to be used based on  undiscounted  cash  flows,  and
measures the  impairment,  if any,  using  discounted  cash flows.  Statement of
Financial  Accounting  Standards ("SFAS") No. 121, Accounting for the Impairment
of Long-Lived  Assets and for Long-Lived  Assets to be Disposed of has not had a
material  impact on the Company's  consolidated  financial  position,  operating
results or cash flows.

Revenue Recognition

     Payments  received under contracts to fund certain research  activities are
recognized  as  revenue  in the  period in which  the  research  activities  are
performed.  Payments received in advance that are related to future  performance
are deferred and recognized as revenue when the research projects are performed.
Upfront  nonrefundable  fees associated with license and development  agreements
where the Company has continuing  involvement in the agreement,  are recorded as
deferred  revenue and  recognized  over the  estimated  service  period.  If the
estimated  service period is  subsequently  modified,  the period over which the
upfront  fee is  recognized  is modified  accordingly  on a  prospective  basis.
Revenues  from the  achievement  of  research  and  development  milestones  are
recognized when the milestones are achieved.

     Revenue from the sale of  diagnostic  products is recognized at the time of
shipment.

Research and Development Costs

     Research and development costs are expensed as incurred.

Income Taxes

     Income  taxes are  accounted  for under  the  asset and  liability  method.
Deferred  tax  assets  and  liabilities   relate  to  the  expected  future  tax
consequences of events that have been  recognized in the Company's  consolidated
financial statements and tax returns. During fiscal 2002, the Company recognized
a tax  benefit as a result of the sale of New Jersey  net  operating  loss carry
forwards (see Note 8).

Net Loss Per Share Allocable to Common Stockholders

     Net  loss  per  basic  and  diluted   common  share   allocable  to  common
stockholders  is based on the net loss for the  relevant  period,  adjusted  for
Preferred  Stock  dividends,  divided by the weighted  average  number of common
shares outstanding  during the period.  Preferred Stock dividends for the fiscal
year 2000 included  $199,184  related to a 4% per annum stated value increase in
the security and a $297,500 premium paid in December 1999 in connection with the
redemption of the Series F Preferred  Stock.  No Preferred  Stock dividends were
recorded in fiscal years 2002 and 2001 as the related  Preferred Stock was fully
redeemed in December  1999.  For the purposes of the diluted net loss per common
share calculations, the exercise or conversion of all potential common shares is
not included because their effect would have been anti-dilutive,  due to the net
loss recorded for the years ended June 30, 2002, 2001 and 2000. The common stock
equivalents  excluded  from the diluted  per share  calculation  are  3,378,250,
2,456,750 and 1,936,000 for the fiscal years ended June 30, 2002, 2001 and 2000,
respectively.

                                       39
<PAGE>

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reported  period.  Actual  results  could differ from those
estimates.

Comprehensive Loss

     Comprehensive  loss consists of net loss, net unrealized  gains (losses) on
securities  available  for sale and  certain  foreign  exchange  changes  and is
presented in the consolidated statements of operations and comprehensive loss.

Employee Stock Options

     Immunomedics  applies  the  intrinsic   value-based  method  of  accounting
prescribed by Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock Issued to Employees,  and related  interpretations,  in accounting for its
fixed plan stock options. As such, compensation expense would be recorded on the
date of grant only if the then  current  market  price of the  underlying  stock
exceeded  the  exercise  price.   SFAS  No.  123,   Accounting  for  Stock-Based
Compensation,  established  accounting and disclosure  requirements using a fair
value-based method of accounting for stock-based employee compensation plans. As
allowed by SFAS No.  123,  the  Company  has  elected to  continue  to apply the
intrinsic  value-based method of accounting described above, and has adopted the
disclosure requirements of SFAS No. 123.

     When the exercise  price of employee or director stock options is less than
the fair value of the underlying  stock on the grant date,  the Company  records
compensation  expense for the difference over the vesting period of the options.
Options or stock awards issued to non-employees  and consultants are recorded at
their  fair value as  determined  in  accordance  with SFAS No. 123 and EITF No.
96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees
for Acquiring,  or in Conjunction with Selling, Goods or Services and recognized
over the related vesting period.

Financial Instruments

     The carrying amounts of cash and cash equivalents, other current assets and
current  liabilities  approximate  fair value due to the short-term  maturity of
these  instruments.  The fair value,  which equals carrying value, of marketable
securities available for sale is based on quoted market prices.

     In June 1998,  SFAS No. 133,  Accounting  for  Derivative  Instruments  and
Hedging Activities was issued and, as amended, is effective for all fiscal years
beginning  after June 15, 2000.  SFAS No. 133  standardizes  the  accounting for
derivative  instruments  including certain  derivative  instruments  embedded in
other contracts and requires  derivative  instruments to be recognized as assets
and liabilities and recorded at fair value.  Immunomedics currently is not party
to any  derivative  instruments.  Immunomedics'  adoption of SFAS No. 133 had no
impact  on  the  Company's   consolidated   financial  statements.   Any  future
transactions  involving  derivative  instruments will be evaluated based on SFAS
No. 133.

                                       40
<PAGE>

3.   Marketable Securities

     Immunomedics  utilizes SFAS No. 115,  Accounting for Certain Investments in
Debt and Equity Securities, to account for investments in marketable securities.
Under this accounting  standard,  securities for which there is not the positive
intent and ability to hold to maturity are classified as available-for-sale  and
are carried at fair value. Unrealized holding gains and losses, which are deemed
to be temporary, on securities classified as available-for-sale are carried as a
separate   component  of   accumulated   other   comprehensive   income  (loss).
Immunomedics  considers all of its current investments to be available-for-sale.
Marketable securities at June 30, 2002 and 2001 consist of the following:


<TABLE>
<CAPTION>
                                                   Gross             Gross           Estimated
                                Amortized       Unrealized        Unrealized              Fair
                                     Cost          Gain              Loss                Value
                              ------------     -----------     ------------      -------------
<S>                           <C>              <C>             <C>               <C>

June 30, 2002
U.S. Government Securities    $  5,488,000     $    11,000     $    (1,000)      $   5,498,000
Corporate Debt Securities       25,916,000         313,000          (2,000)         26,227,000
                              ------------     -----------     ------------      -------------
                              $ 31,404,000     $   324,000     $    (3,000)      $  31,725,000
                              ============     ===========     ============      =============
June 30, 2001
Corporate Debt Securities     $ 44,364,000     $   351,000     $   (32,000)      $  44,683,000
                              ============     ===========     ============      =============

</TABLE>

     Maturities  of debt  securities  classified  as available  for sale were as
follows at June 30, 2002:

                                                                    Estimated
                                                Amortized               Fair
                                                   Cost                Value
                                              ------------        ------------
     Due within one year                      $ 10,822,000        $ 10,889,000
     Due after one year through five years      20,582,000          20,836,000
                                              ------------        ------------
                                              $ 31,404,000        $ 31,725,000
                                              ============        ============

4.   Inventory

     Inventory consists of the following at June 30:

                                                    2002                2001
                                                 ---------           ---------
     Finished goods                              $ 642,000           $ 611,000
     Raw materials                                       0             140,000
                                                 ---------           ---------
                                                 $ 642,000           $ 751,000
                                                 =========           =========

                                       41
<PAGE>

5.   Property and Equipment

     Property and equipment consists of the following at June 30:

                                                    2002                2001
                                              ------------        ------------
     Machinery and equipment                  $  3,858,000        $  3,506,000
     Leasehold improvements                     10,610,000           6,952,000
     Furniture and fixtures                        722,000             682,000
     Computer equipment                          1,061,000             967,000
                                              ------------        ------------
                                                16,251,000          12,107,000
     Accumulated depreciation                   (9,689,000)         (8,712,000)
          and amortization                    ------------        ------------
                                              $  6,562,000        $  3,395,000
                                              ============        ============

6.   Other Current Liabilities

     Included  in other  current  liabilities  are  amounts  payable  to medical
institutions   participating  in  the  Company's   clinical  trial  programs  of
approximately  $711,000  and  $617,000 at June 30, 2002 and 2001,  respectively.
Also  included are amounts  payable to various  legal  counsel of  approximately
$350,000 and $436,000,  accrued health  insurance  liabilities of  approximately
$239,000  and  $239,000,  accrued  bonuses of $150,000  and $266,000 and for the
monies owed for Small Business  Innovation Research ("SBIR") grant subcontracted
to Garden State Cancer Center  ("GSCC") in the amount of $27,000 and $107,000 at
June 30, 2002 and 2001, respectively.

7.   Stockholders' Equity

     The  Certificate  of  Incorporation  of the Company  authorizes  10,000,000
shares of preferred  stock at $.01 par value per share.  The preferred stock may
be issued from time to time in one or more series,  with such distinctive serial
designations,  rights and  preferences  as shall be  determined  by the Board of
Directors.

     On December 23,  1997,  the Company  entered into a Structured  Equity Line
Flexible  Financing   Agreement  (the  "Equity  Line")  with  an  investor  (the
"Investor"),  which the Company  terminated  as of  December 9, 1998.  As of the
termination  date,  the Company had received a total of $5,350,000 for which the
Company issued  1,358,838  shares of common stock. In connection with the Equity
Line,  the Company  issued to the  Investor two  four-year  warrants to purchase
50,000 and 54,000  shares of common  stock at an  exercise  price of $7.5375 per
share and $7.087 per share,  respectively.  The 50,000 warrants with an exercise
price of $7.5375  per share were  exercised  in December  2001.  The warrant for
54,000 shares of common stock continues to be outstanding as of June 30, 2002.

     On December 9, 1998,  the Company  completed a private  placement  of 1,250
shares of Series F Convertible Preferred Stock (the "Series F Stock") to several
investors and received net proceeds of $12,349,800. Each share of Series F Stock
had an initial  stated value of $10,000,  which  increased at the rate of 4% per
annum.  As of  December  16,  1999,  655  shares of the  Series F Stock had been
converted into 5,772,031  shares of common stock in non-cash  transactions.  The
remaining 595 shares of Series F Stock were repurchased,  in accordance with the
terms of the Series F Stock,  by the Company on that date from the then  current
holders at a price  equal to 109% of the  initial  stated  value of $10,000  per
share of Series F Stock.

     On December 16, 1999, the Company issued warrants covering 75,000 shares of
its common  stock at an exercise  price of $6.50 per share.  The  warrants  were
issued  to  induce a  financial  advisor  to  enter  into a  financial  advisory
agreement with the Company.  In accordance with EITF Issue No 96-18,  Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction  with Selling,  Goods or Services and other  relative  accounting
literature,  the Company was required to measure the expense associated with the
warrants at each  reporting  date and recognize the  appropriate  portion of the
expense  at the end of each  reporting  period  until the  measurement  date was

                                       42
<PAGE>

reached  (December  31,  2000 in this  transaction).  As a result,  the  Company
recognized a proportionate  share of the general and  administrative  expense of
approximately  $509,000 and $925,000 during the fiscal years ended June 30, 2001
and 2000, respectively, which represented the estimated value of the warrants as
of that date.  These warrants were  exercised in accordance  with their original
terms in  December  2001 via a fair  value  cashless  transaction,  whereby  the
Company issued 54,422 shares of common stock.

     On  December  14,  1999,  the  Company  completed  a private  placement  of
2,500,000 shares of its common stock at $3.00 per share to several investors and
received net proceeds of $7,220,000.  Substantially all of the net proceeds were
used to redeem the Series F Stock as described above.

     In  conjunction  with this  private  placement,  the Company  agreed to the
following covenants:

-    Immunomedics agreed to refrain from entering into certain transactions with
     persons  closely related to the Company,  including its executive  officers
     and  directors,  without the prior approval of the investors in the private
     placement.  The investors in this  financing  agreed not to withhold  their
     approval unreasonably.

-    Immunomedics  agreed that without the prior consent of such  investors,  it
     would not sell its  business to anyone that is an affiliate of the Company,
     unless the sale is for  consideration at least equal to (a) the fair market
     value in the event of a sale of assets (as  determined in good faith by the
     Company's  board of directors) or (b) the then current  market price in the
     event of a sale of stock.

-    Immunomedics   agreed   that  it  would  not  amend  its   certificate   of
     incorporation  or by-laws  in a manner  that would  adversely  affect  such
     investors,  without the prior approval of the  investors.  The investors in
     this financing agreed not to withhold their approval unreasonably.

     These  covenants  will cease to apply at such time as the investors in this
financing and their  affiliates  beneficially  own less than 5% of the Company's
common stock. Such investors in the aggregate currently continue to beneficially
own more than 5% of the Company's  outstanding  common stock. Prior to the time,
if ever,  when the investors'  equity interest falls below 5%, the investors may
waive any one or more of the covenants  set forth in the Company's  Common Stock
Purchase Agreement.

     On February 16, 2000, the Company  completed  another private  placement of
2,325,000  shares of common stock at $16.00 per share to several  investors  and
received net proceeds of $35,443,000.

     In February  2002,  the Company's  Board of Directors  made the decision to
concurrently   redeem  all  outstanding   stockholder   rights  under  its  1998
Stockholder Rights Plan, and declare a dividend of one new Right pursuant to the
Company's 2002  Stockholder  Rights Plan adopted by the Board of Directors.  The
Rights  Plan  involves  the  distribution  of one  "Right" as a dividend on each
outstanding  share of the  Company's  common  stock to each  holder of record on
March 15, 2002. The redemption cost amounted to $49,739. Each Right entitles the
registered holder to purchase from the Company one  one-thousandth of a share of
Series G Junior  Participating  Preferred  Stock, par value $0.01 per share (the
"Preferred   Shares"),   of  the  Company,   at  a  price  of  $150.00  per  one
one-thousandth  of  a  Preferred  Share  (the  "Purchase  Price"),   subject  to
adjustment.  The 2002 Rights Plan provides  that if a third party  acquires more
than 15% of the Company's  common stock  without prior  approval of the Board of
Directors, all stockholders of the Company (other than the acquiring party) will
be entitled to buy either shares of a special series of the Company's  Preferred
Shares,  or shares of the  Company's  common  stock with a market value equal to
double  the  Exercise  Price  for  each  2002  Right  they  hold.   Under  these
circumstances,  the Board of Directors  may instead allow each such Right (other
than those held by the  acquiring  party) to be  exchanged  for one share of the
Company's common stock. The exercise or exchange of these 2002 Rights would have
a substantial  dilutive  effect on the acquiring  party.  The Company's Board of
Directors  retains the right at all times to discontinue the Rights plan through
redemption  of all rights or amend the Rights  Plan in any  respect.  The Rights
will expire on March 1, 2012 (the  "Final  Expiration  Date"),  unless the Final
Expiration  Date is extended  or unless the Rights are  earlier  redeemed by the
Company, in each case, as described in the Rights Plan.

     Under the terms of the  Company's  1983 Stock Option Plan,  as amended (the
"1983  Plan"),  stock options were granted to employees and members of the Board
of  Directors,  as  determined  by the  Compensation  Committee  of the Board of
Directors,  at fair market value,  become exercisable at 25% per year on each of
the first through fourth  anniversaries  of the date of grant,  and terminate if

                                       43
<PAGE>

not exercised  within ten years.  In June 1993, the 1983 Plan expired,  although
options  granted under the 1983 plan that have not terminated may continue to be
exercised. On November 5, 1992, at the Company's Annual Meeting of Stockholders,
adoption of the Company's 1992 Stock Option Plan (the "1992 Plan" and,  together
with the 1983 Plan, the "Plans") was ratified.  In September 2002, the 1992 Plan
expired,  although  options granted under the 1992 plan that have not terminated
may  continue to be  exercised.  On December 5, 2001,  at the  Company's  Annual
Meeting of  Stockholders,  adoption of the Company's 2002 Stock Option Plan (the
"2002 Plan" and,  together with the 1992 Plan,  the "Plans") was  ratified.  The
basic  terms of the 2002  Plan are  substantially  similar  to those  under  the
Company's  1992 Plan.  Under the 2002 Plan,  8,000,000  shares were reserved for
possible  future  issuance  upon  exercise of stock  options.  At June 30, 2002,
3,634,125  stock  options were still  available  for future grant and  6,808,375
shares of common stock were reserved for possible  future issuance upon exercise
of stock  options  both  currently  outstanding  and  which may be issued in the
future.

     Pursuant  to the  terms of the 2002  Plan,  each  outside  Director  of the
Company who had been a Director  prior to July 1st of each year is  granted,  on
the first business day of July of each year, an option to purchase shares of the
Company's  common  stock at fair market  value on the grant date,  the amount of
which is determined at the discretion of the Company's  Board of Directors.  For
July 1, 2002, stock options covering 160,000 shares of common stock options were
granted to these Directors.

     In April 2000,  David M. Goldenberg,  the Company's  Chairman and his wife,
Cynthia L. Sullivan,  the Company's President and Chief Executive Officer,  paid
to the Company the sum of $657,722 in accordance  with the provisions of Section
16(b) of the Securities  Exchange Act of 1934. Such amount  represents the short
swing  profit  realized  as a result  of  purchase  and sale  transactions  that
occurred  within a  six-month  period.  Immunomedics  recorded  such amount as a
contribution of capital in its June 30, 2000 consolidated balance sheet as it is
related to a transaction with the Company's equity.

     Immunomedics  applies APB Opinion No. 25 in  accounting  for its plans and,
accordingly,  has not recognized  compensation cost for its stock option plan in
its consolidated  financial statements,  except for compensation cost associated
with  325,000  stock  options  issued at an exercise  price lower than the stock
price  on the  date of  grant  as  described  further  below.  Had  the  Company
determined  compensation  cost  based  on  the  fair  value  at the  grant  date
consistent with the provisions of SFAS No. 123, the Company's net loss allocable
to common  shareholders  and related per share  amounts  would have been the pro
forma amounts indicated below:


                                          2002         2001           2000
                                          ----         ----           ----
Net loss allocable to common
 stockholders - as reported.......... $ 3,746,905   $4,750,790    $10,132,211
Net loss allocable to common
 stockholders - pro forma............ $ 9,888,012   $8,808,155    $11,567,788

Net loss allocable to common
 stockholders per share - as reported       $ .08        $ .10           $.23
Net loss allocable to common
 stockholders per share - pro forma..       $ .20        $ .18           $.26

     The fair value of each option granted during the three years ended June 30,
2002 is  estimated on the date of grant using the  Black-Scholes  option-pricing
model with the following weighted average assumptions: (i) dividend yield of 0%,
(ii) expected term of 8 years for June 30, 2002,  2001, and 2000, (iii) expected
volatility  of 89% at June 30, 2002,  129% at June 30, 2001 and 126% at June 30,
2000, and (iv) a risk-free interest rate of 4.70%, 5.01% and 5.90% for the years
ended June 30, 2002,  2001, and 2000,  respectively.  The weighted  average fair
value at the date of grant for options  granted  during the years ended June 30,
2002, 2001 and 2000 was $11.60, $16.94 and $11.89 per share, respectively.

                                       44
<PAGE>

     Information  concerning options for the years ended June 30, 2002, 2001 and
2000 is summarized as follows:

                                                     Fiscal 2002
                                                     -----------
                                           Shares          Option Price Range
                                         ---------         ------------------
  Outstanding, July 1, 2001              2,277,750         $1.44   -   $24.56
  Granted                                1,024,000          6.05   -    20.49
  Exercised                               (100,250)         1.78   -     7.25
  Terminated                               (27,250)         1.78   -    21.68
                                         ---------
  Outstanding, June 30, 2002             3,174,250          1.44   -    24.56
                                         ---------
  Exercisable, June 30, 2002             1,399,625          1.44   -    24.56
                                         ---------

                                                     Fiscal 2001
                                                     -----------
                                           Shares          Option Price Range
                                         ---------         ------------------
  Outstanding, July 1, 2000              1,757,000         $1.22   -   $20.94
  Granted                                  820,500          8.32   -    24.56
  Exercised                               (204,750)         1.44   -    12.88
  Terminated                               (95,000)         1.22   -    24.56
                                         ---------
  Outstanding, June 30, 2001             2,277,750          1.44   -    24.56
                                         ---------

                                                     Fiscal 2000
                                                     -----------
                                           Shares          Option Price Range
                                         ---------         ------------------
  Outstanding, July 1, 1999              2,507,000         $1.78   -   $12.88
  Granted                                  297,000          1.22   -    20.94
  Exercised                               (844,000)         1.78   -    12.88
  Terminated                              (203,000)         1.44   -     8.63
                                         ---------
  Outstanding, June 30, 2000             1,757,000          1.22   -    20.94
                                         ---------

     The following table summarizes  information  concerning options outstanding
under the Plans at June 30, 2002:

                  Number      Weighted   Weighted                     Weighted
               outstanding    average    average        Number         average
   Range of    at June 30,    exercise   remaining    exercisable     exercise
exercise price    2002         price    term (yrs.) at June 30,2002     price
-------------- -----------    --------  ----------- ---------------   --------

$ 1.44- 3.00     274,750     $  1.76        6.9           190,000      $  1.78
  3.01- 5.00     734,500        3.79        4.2           671,500         3.80
  5.01- 8.00     470,500        6.41        8.0           148,500         7.19
  8.01-12.00     222,500       10.01        9.4            25,625         8.32
 12.01-18.00     739,000       16.81        8.2           300,250        17.28
$18.01-24.56     733,000       20.40        9.0            63,750        20.83
               ---------     -------        ---          ---------     -------
               3,174,250     $ 11.30        7.4          1,399,625     $  7.64
               =========     =======        ===          =========     =======

     On May 18, 2000 the Board of  Directors  approved  granting an aggregate of
325,000  stock options to Dr. David M.  Goldenberg  and Cynthia L. Sullivan that
were subject to  stockholder  approval.  Such  approval  was  obtained  from the
stockholders  during  December  2000.  The stock  options  were  granted with an
exercise price of $17.75 representing the stock price on the day of the Board of
Directors' approval.  The difference in the stock price on that date as compared
to the stock price of $19.06 on the date the stockholders  approval was obtained
resulted in compensation  cost of $425,750 that is being expensed by the Company
over the  vesting  period of 4 years.  During  fiscal  year  2002 and 2001,  the
Company  recorded  $106,440  and  $115,310   respectively,   as  a  general  and
administrative expense.

                                       45
<PAGE>

8.   Income Taxes

     Immunomedics  utilizes SFAS No. 109, Accounting for Income Taxes to account
for income  taxes.  For fiscal year 2002 and 2001,  the  Company  recorded a tax
benefit of  $1,205,000  and $803,000,  respectively,  as a result of its sale of
approximately  $15,269,000  and  $10,106,000  of New Jersey state net  operating
losses, respectively.

     The tax  effects of  temporary  differences  that give rise to  significant
portions of the  Company's  deferred tax assets as of June 30, 2002,  2001,  and
2000 are presented below:

                                          2002          2001          2000
Deferred tax assets:                      ----          ----          ----
  Net operating loss carry forwards  $ 47,915,000  $ 48,036,000  $ 46,455,000
  Research and development credits      5,088,000     4,718,000     4,500,000
  Property and equipment                1,453,000     1,248,000     1,058,000
  Other                                 1,280,000     1,429,000       746,000
                                     ------------  ------------  ------------
  Total                                55,736,000    55,431,000    52,759,000
  Valuation allowance                 (55,736,000)  (55,431,000)  (52,759,000)
                                     ------------  ------------  ------------
  Net deferred taxes                 $     --      $     --      $     --
                                     ============  ============  ============

     A valuation allowance is provided when it is more likely than not that some
portion or all of the deferred tax assets will not be  realized.  The  valuation
allowances for fiscal years 2002,  2001 and 2000 have been applied to offset the
deferred tax assets in  recognition  of the  uncertainty  that such tax benefits
will be realized  as the  Company  continues  to incur  losses.  The tax benefit
assumed  using the  federal  statutory  tax rate of 34% has been  reduced  to an
actual  benefit  of  zero  due  principally  to  the  aforementioned   valuation
allowance.  The differences between book income and tax income primarily relates
to exercise of employee stock options and depreciation.


     At June 30,  2002,  the  Company has  available  net  operating  loss carry
forwards for federal income tax reporting purposes of approximately $126,000,000
and for state income tax reporting purposes of approximately $86,000,000,  which
expire at various dates between fiscal 2003 and 2022. Pursuant to Section 382 of
the  Internal  Revenue Code of 1986,  as amended,  the annual  utilization  of a
company's net operating  loss and research  credit carry forwards may be limited
if the Company  experiences  a change in  ownership  of more than 50  percentage
points  within  a  three-year   period.   As  a  result  of  certain   financing
arrangements,   the  Company  may  have  experienced  such  ownership   changes.
Accordingly, the Company's net operating loss carry forwards available to offset
future federal  taxable  income  arising  before such  ownership  changes may be
limited.  Similarly,  the Company may be restricted in using its research credit
carry forwards  arising  before such ownership  changes to offset future federal
income tax expense. Of the deferred tax asset valuation allowance related to the
net operating loss carry forwards,  approximately  $20,500,000  relates to a tax
deduction for  non-qualified  stock options.  Immunomedics will increase capital
contributed  in excess of par when these  benefits  are deemed to be more likely
than not to be realized for tax purposes.  The net operating loss carry forwards
for Federal income tax reporting  purposes  referred to above  excludes  certain
losses  from the  Company's  operations  in The  Netherlands,  which may also be
limited.  Immunomedics  made no payments of Federal or state income taxes during
the years ended June 30, 2002, 2001 and 2000.

                                       46
<PAGE>

9.   Related Party Transactions

     Certain  of the  Company's  affiliates,  including  members  of its  senior
management and Board of Directors,  as well as their  respective  family members
and other affiliates, have relationships and agreements among themselves as well
as with the Company and its affiliates, that create the potential for both real,
as well as  perceived,  conflicts  of  interest.  These  include  Dr.  David  M.
Goldenberg,  the Chairman and Chief Scientific Officer, Ms. Cynthia L. Sullivan,
the President and Chief Executive Officer,  and certain companies with which the
Company  does  business,   including  the  Center  for  Molecular  Medicine  and
Immunology and IBC  Pharmaceuticals,  Inc. In addition,  the Company's executive
vice president, Dr. Ivan D. Horak, is married to one of our other employees.

Dr. David M. Goldenberg

     Dr. David M. Goldenberg was an original  founder of the Company over twenty
years ago and continues to play a critical  role in its  business.  He currently
serves as Chairman of the Board of Directors and Chief Scientific  Officer,  and
is married to the Company's Chief Executive  Officer,  Cynthia L. Sullivan.  Dr.
Goldenberg is a party to a number of agreements  with the Company  involving not
only his services,  but  intellectual  property  owned by him. In addition,  Dr.
Goldenberg  performs  services  for  one  of  the  Company's  subsidiaries,  IBC
Pharmaceuticals,  Inc.,  as well as other  businesses  with which the Company is
affiliated.

     License Agreement. Pursuant to a License Agreement between Immunomedics and
Dr.  Goldenberg,  certain  patent  applications  owned  by Dr.  Goldenberg  were
licensed to Immunomedics at the time of Immunomedics'  formation in exchange for
a royalty in the amount of 0.5% of the first  $20,000,000 of annual net sales of
all  products  covered by any of such  patents  and 0.25% of annual net sales of
such  products in excess of  $20,000,000.  Five of the  licensed  United  States
patents  have  since  expired.   In  November  1993  the  ownership   rights  of
Immunomedics  were extended as part of Dr.  Goldenberg's  employment  agreement,
with  Immunomedics  agreeing  to  diligently  pursue  all  ideas,   discoveries,
developments  and products,  into the entire medical field,  which,  at any time
during  his  past  or  continuing  employment  by  Immunomedics  (but  not  when
performing  services for CMMI - see below), Dr. Goldenberg has made or conceived
or hereafter  makes or  conceives,  or the making or  conception of which he has
materially  contributed  to or hereafter  contributes  to, all as defined in the
Employment Agreement.

     Employment Agreement.  Pursuant to the terms of his employment agreement as
currently  in  effect,   Dr.   Goldenberg  is  entitled  to  receive   incentive
compensation  equal to one-half of one percent (0.5%) on the first $75.0 million
of all Annual Net Revenue (as defined therein) of Immunomedics,  and one-quarter
of one percent (0.25%) on all such Annual Net Revenue in excess thereof.  Annual
Net Revenue is defined to include the proceeds of certain dispositions of assets
or interests therein,  including royalties,  certain equivalents thereof and, to
the extent approved by the Board of Directors, non-royalty license fees.

     Dr. Goldenberg is also entitled to receive Revenue  Incentive  Compensation
during the period of his actual employment with the Company, and for a period of
three years thereafter, unless he unilaterally terminates his employment without
cause or is terminated for cause. With respect to the period that Dr. Goldenberg
is entitled to receive Revenue Incentive  Compensation on any given products, it
will be in lieu of any other percentage  compensation  based on sales or revenue
due him with  respect to such  products  under his  employment  agreement or the
license  agreement.  With  respect to any  periods  that Dr.  Goldenberg  is not
receiving  such  Revenue  Incentive  Compensation,  he is  entitled  to  receive
one-half of one percent (0.5%) on cumulative  annual net sales of, royalties on,
certain  equivalents  thereof,  and,  to the  extent  approved  by the  Board of
Directors, other consideration received by Immunomedics for such products, up to
a cumulative  annual  aggregate of  $75,000,000,  and one-quarter of one percent
(0.25%)  on any  cumulative  Annual  Net  Revenue  in excess of  $75,000,000.  A
$100,000  annual  minimum  payment  must be paid in the  aggregate  against  all
Revenue Incentive Compensation and Royalty Payments and the License Agreement.

     The terms of his employment  agreement also provide that Dr.  Goldenberg is
entitled to receive a percent, not less than twenty percent (20%), as determined
in good  faith  by the  Board of  Directors,  of net  consideration  (including,

                                       47
<PAGE>

without limitation, license fees) which Immunomedics receives in connection with
any disposition by sale,  license or otherwise,  of any  Undeveloped  Assets (as
defined  therein ) which are not  budgeted  as part of  Immunomedics'  strategic
plan. Pursuant to this provision,  Dr. Goldenberg received a 20% profit interest
in the membership  interests  originally  acquired by Immunomedics in connection
with the formation of the IBC Pharmaceuticals joint venture with Beckman Coulter
in March 1999. Dr.  Goldenberg  also is compensated  by IBC  Pharmaceuticals  as
discussed in greater detail in these notes to the financial statements.

     Dr.  Goldenberg is not entitled to any incentive  compensation with respect
to any products,  technologies  or businesses  acquired from third parties for a
total  consideration  in excess of $5,000,000,  unless  Immunomedics  had made a
material  contribution  to  the  invention  or  development  of  such  products,
technologies or businesses prior to the time of acquisition.  Except as affected
by a Change in Control (as defined  therein) or otherwise  approved by the Board
of Directors,  Dr. Goldenberg will also not be entitled to any Revenue Incentive
Compensation  or Incentive  Payments other than the Annual Minimum  Payment with
respect to any time  during  the period of his  employment  (plus  three  years,
unless employment is terminated by mutual agreement or by Dr. Goldenberg's death
or permanent disability) that he is not the direct or beneficial owner of shares
of Immunomedics'  voting stock with an aggregate market value of at least twenty
times his defined annual cash compensation.

     Finally, it is a condition to his employment  agreement that Dr. Goldenberg
be  permitted  to continue  his  involvement  with CMMI as  discussed in greater
detail below.

     In  2001,  Dr.  Goldenberg's  employment  agreement  was  extended  for  an
additional five-year period, expiring on June 30, 2006.

     Life Insurance. The Company has also agreed with Dr. Goldenberg to maintain
in effect for his  benefit a  $2,000,000  whole life  insurance  policy.  If Dr.
Goldenberg retires from the Company on or after his agreed retirement, or if his
employment ends because of permanent  disability,  the Company must pay all then
outstanding loans, if any, made under such policy, and assign such policy to Dr.
Goldenberg  in  consideration  of  the  services   previously  rendered  by  Dr.
Goldenberg  to the Company.  If the  employment of Dr.  Goldenberg  ends for any
other reason,  except for cause, Dr.  Goldenberg has the option to purchase such
policy for a price mutually  agreed upon by him and the Board of Directors,  but
not to exceed the cash value thereof less any  outstanding  policy loans,  or he
may purchase  such policy at its full cash value,  less any  outstanding  loans,
with the  purchase  price to the paid out of the  proceeds  of the policy or any
earlier  payment or withdrawal of all or any portion of its net cash value.  The
Company also  currently  maintains  $4,000,000 of key man life  insurance on Dr.
Goldenberg for the benefit of the Company.

     Additionally, a trust created by Dr. Goldenberg has purchased a $10,000,000
whole life policy on his life. The policy provides  funds,  which may be used to
assist Dr.  Goldenberg's  estate in  settling  estate tax  obligations  and thus
potentially  reducing the number of shares of the Common Stock the estate may be
required to sell over a short  period of time to raise funds to satisfy such tax
obligations.  During what is  estimated to be a 15-year  period,  the Company is
obligated to pay $143,000 per year towards  premiums,  compared to an equivalent
$250,000 commitment under the previous policies, in addition to amounts required
to be paid by Dr. Goldenberg.  The Company has an interest in this new policy up
to the  cumulative  amount of premium  payments made by it under the old and new
policies,  which,  through  June  30,  2002,  amounted  to  $1,837,400.  If  Dr.
Goldenberg's  employment  terminates,  and the  policy  is not  maintained,  the
Company would receive payment of only its invested  cumulative  premiums,  up to
the amount of cash surrender value in the policy.

     Severance  Agreement.  In June 2002, the Board of Directors  approved (with
Dr.  Goldenberg  and Ms.  Sullivan  abstaining)  a severance  agreement  for Dr.
Goldenberg   pursuant  to  which  the  Company  is   required,   under   certain
circumstances upon his termination for any reason,  including as a result of his
disability  or a change in control of the Company,  to sell to Dr.  Goldenberg's
family  partnership  a $10.0  million  life  insurance  policy the  Company  has
purchased  insuring his life. In addition,  if Dr. Goldenberg is terminated upon
his  disability  or a change in control of the  Company  within six years of the
date of the  agreement,  the Company will  reimburse him for the total  purchase
price of the life  insurance  policy.  If he is terminated for any other reason,
whether voluntarily or involuntarily,  the Company will reimburse him for 50% of
the purchase  price,  so long he has remained  employed by the Company for three
years after the agreement,  plus an additional  amount for each month of service
in excess of three years.

                                       48
<PAGE>

Cynthia L. Sullivan

     Employment  Agreement.  On March 20,  2001,  the  Company  entered  into an
employment  agreement  with Cynthia L. Sullivan that sets forth the terms of her
employment  with the  Company  through  March 9,  2006.  During  the term of her
employment,  the Company will pay Ms.  Sullivan an annual minimum base salary of
$275,000 and an annual bonus as determined by the Compensation  Committee of the
our  Board of  Directors,  which in no event  shall be less than 20% of the base
salary.  Ms.  Sullivan  shall be  awarded a minimum  of  150,000  stock  options
annually on the  anniversary of the employment  agreement.  Under her employment
agreement, Ms. Sullivan may participate in all benefit plans and programs to the
extent she is eligible including medical and life insurance.

     Under the employment agreement, if Ms. Sullivan is terminated for Cause (as
defined in the employment  agreement),  by reason of death,  unavailability  (as
defined in the  employment  agreement),  or by reason of voluntary  resignation,
then the Company  shall pay Ms.  Sullivan  the base salary  through such date of
termination.  If Ms.  Sullivan  is  terminated  for any other  reason,  then the
Company  shall  continue for a period of four years Ms.  Sullivan's  medical and
life insurance and shall pay Ms. Sullivan the sum of (i) the highest base salary
paid to Ms. Sullivan during any of the prior three years, (ii) the highest bonus
paid to Ms.  Sullivan  during the prior three years and (iii) the stock  options
that Ms. Sullivan would have otherwise  received during the period commencing on
the  termination  date and ending on the later of  twenty-four  months  from the
termination date and March 9, 2006 (such sum, collectively with the extension of
benefits is referred to hereinafter as the "Severance Payment").


     In the  event  of a  Change  of  Control  (as  defined  in  the  employment
agreement),  all  previous  stock  option  grants  made  to Ms.  Sullivan  shall
immediately  vest.  If,  following  the Change of Control,  the Company does not
agree to allow Ms.  Sullivan  to remain in her current  capacity  for a one year
period  before  either  consummating  a new  contract,  or the  election  by Ms.
Sullivan  to be paid  the  Severance  Payment,  then  her  employment  shall  be
terminated and the Company shall pay Ms. Sullivan the Severance Payment.

Relationships with The Center for Molecular Medicine and Immunology

     The Company's product development has involved, to varying degrees,  Center
for Molecular  Medicine and  Immunology,  a  not-for-profit  specialized  cancer
research  center,  for the  performance  of certain  basic  research and patient
evaluations,  the results of which are made available to the Company pursuant to
a collaborative research and license agreement.  CMMI, which is funded primarily
by grants from the NCI, is located in Belleville,  New Jersey. Dr. Goldenberg is
the founder,  current  President  and a member of the Board of Trustees of CMMI.
Dr.  Goldenberg's  employment  agreement  permits him to devote more of his time
working for CMMI than for the Company. Certain of the Company's consultants have
employment  relationships with CMMI, and Dr. Hans Hansen, our emeritus executive
officer is an adjunct member of CMMI.  Despite these  relationships,  we believe
CMMI is independent of Immunomedics, and CMMI's management and fiscal operations
are the responsibility of CMMI's Board of Trustees.

     The  Company has  reimbursed  CMMI for  expenses  incurred on behalf of the
Company,  including  amounts  incurred  pursuant to research  contracts,  in the
amount of approximately  $205,000,  $155,000 and $128,000 during the years ended
June 30, 2002, 2001 and 2000, respectively. We also provide, at no cost to CMMI,
laboratory materials and supplies. However, any inventions made independently of
us at CMMI are the property of CMMI.

     During the fiscal  years 2002 and 2001,  the  Company's  Board of Directors
authorized  grants to CMMI of $214,000 and  $200,000,  respectively,  to support
research and clinical work being  performed at CMMI,  such grants to be expended
in a manner deemed  appropriate by the Board of Trustees of CMMI. During each of
fiscal  years  2001 and 2000,  the  Company  also  paid  CMMI a  license  fee of
$200,000.

                                       49
<PAGE>

IBC Pharmaceuticals

     In March 1999,  IBC  Pharmaceuticals,  LLC  ("IBC"),  was formed as a joint
venture  between  Immunomedics  and Beckman Coulter to pursue the development of
novel cancer  radiotherapeutics using pre-targeting with bi-specific antibodies.
The initial Immunomedics investment in the IBC joint venture consisted solely of
intellectual  property  and was effected  through the means of a second  limited
liability company, IMG Technology,  LLC ("IMG"),  which was formed together with
Dr. Goldenberg.  Pursuant to the terms of his employment  agreement as discussed
above,  Dr.  Goldenberg is entitled to a twenty  percent (20%) interest any time
Immunomedics  contributes  "unimproved  assets"  (as  defined in his  employment
agreement) to other ventures such as the joint venture with Beckman Coulter.  As
a result, Dr. Goldenberg obtained a 20% profit interest in IMG Technology, which
in turn owned  approximately  48.79% of the  membership  interests in IBC, while
Beckman Coulter owned 42.79% of the IBC membership interests. In connection with
Dr. Goldenberg's receipt of an interest in IMG, Immunomedics recognized $182,000
of  compensation  expense  in  fiscal  year  1999,  based on the  fair  value of
technology transferred. This is reflected as a minority interest in the June 30,
2001  consolidated  balance  sheet.  Shortly  after  its  formation,  additional
investors  contributed  approximately  $3.3  million  in cash  to the IBC  joint
venture in exchange for Class B membership interests representing  approximately
8.42% of the total membership  interests  outstanding.  These investors included
members  of Dr.  Goldenberg's  family  as well as  persons  affiliated  with the
original Coulter Corporation, a predecessor to Beckman Coulter.

     In May 2002,  Immunomedics acquired all of the Class A membership interests
owned by Beckman  Coulter in  exchange  for (i) 138,900  shares of  Immunomedics
common stock which were valued at approximately $1,800,000 and (ii) a warrant to
purchase  an  additional  150,000  shares  of  Immunomedics  common  stock at an
exercise price of $65.00 per share, exercisable until the earlier of May 2007 or
a change in control of Immunomedics, which was valued at approximately $850,000.
This transaction was accounted for as a step  acquisition.  . In connection with
this acquisition,  the Company recorded a charge related to acquired  in-process
research  and  development  of  approximately  $936,000,  which was  immediately
expensed.  At the date of acquisition none of the products under  development by
IBC Pharmaceuticals had achieved  technological  feasibility and none were being
sold in the market.  IBC  Pharmaceuticals,  Inc.-see  below)  consolidated  with
Immunomedics. As a result of this acquisition, Immunomedics controlled, directly
and indirectly, all of the Class A membership interests in IBC and determined to
reorganize IBC into a Delaware "C" corporation  under the Internal Revenue Code.
Other holders of IBC  membership  interests  approved the  reorganization.  As a
result of this  acquisition,  the financial  statements of IBC  Pharmaceuticals,
Inc. are consolidated with Immunomedics.

     The  IBC   reorganization   was   completed   in  June   2002,   when   IBC
Pharmaceuticals,  LLC  contributed  all of its assets,  and  assigned all of its
liabilities, to a newly formed Delaware corporation, IBC Pharmaceuticals,  Inc.,
in exchange for shares of Series A Preferred Stock and Series B Preferred Stock.
These shares of preferred stock were then  distributed and IBC  Pharmaceuticals,
LLC  and  IMG  Technology,  LLC  are in the  process  of  being  dissolved.  Dr.
Goldenberg also  contributed  34,725 shares of Immunomedics  common stock to IBC
Pharmaceuticals, Inc. Such shares were valued at $458,370 and have been recorded
as  treasury  stock.  This  treasury  stock  will  be  carried  at  cost  as IBC
Pharmaceuticals, Inc. is controlled by Immunomeeics.

     IBC reimbursed  the Company for all of the research  activities the Company
conducted  on the joint  venture's  behalf.  For the fiscal years ended June 30,
2002, 2001 and 2000, the Company received  reimbursements of $634,000,  $418,000
and $348,000, respectively, from IBC with respect to these research activities.

     As of June 30, 2002, the shares of IBC  Pharmaceuticals,  Inc. were held as
follows:
                                                                      Percentage
Stockholder            Holdings                                         of Total
-----------            --------                                       ----------
Immunomedics, Inc.     5,599,705 shares of Series A Preferred Stock       73.26%
Third Party Investors    643,701 shares of Series B Preferred Stock        8.42%
David M. Goldenberg    1,399,926 shares of Series C Preferred Stock       18.32%
                                                                         -------
                                                                         100.00%
                                       50
<PAGE>

     In  the  event  of  a  liquidation,   dissolution  or  winding  up  of  IBC
Pharmaceuticals,  Inc.,  the Series A, B and C Preferred  Stockholders  would be
entitled  to  $0.6902,  $5.17 and  $0.325  per share  (subject  to  adjustment),
respectively.  The Series A and B stockholders would be paid ratably until fully
satisfied. The Series C stockholders would be paid only after the Series A and B
stockholders have been fully repaid.  These  liquidation  payments would be made
only to the extent the assets of IBC  Pharmaceuticals,  Inc. are  sufficient  to
make such payments. A majority of the preferred stockholders, voting together as
a single  class,  also have the right to require  IBC  Pharmaceuticals,  Inc. to
redeem  their  shares under  certain  circumstances  beginning on June 30, 2007.
Immunomedics,  as the  holder of a majority  of the  preferred  shares,  has the
ability to control whether or not this right is exercised.

     In fiscal 2002, Dr.  Goldenberg  received  $55,000 in compensation  for his
services to IBC  Pharmaceuticals.  At July 1, 2002, Dr.  Goldenberg was the sole
director of IBC  Pharmaceuticals,  Inc.,  while Cynthia L.  Sullivan,  Gerard G.
Gorman and Phyllis  Parker served as the  President,  Treasurer  and  Secretary,
respectively.

10.  License and Distribution Agreements

     On November 24, 1997,  the Company  entered into a  Distribution  Agreement
with Eli Lilly  Deutschland GmbH ("Lilly")  pursuant to which Lilly packaged and
distributed  LeukoScan  within the countries  comprising  the European Union and
certain  other  countries  subject  to receipt of  regulatory  approvals.  Also,
effective April 6, 1998, Lilly began packaging and distributing  CEA-Scan within
the countries  comprising the European  Union.  This agreement was terminated in
December 2001.

     In October 2001,  the Company  entered into a  Distribution  Agreement with
Logosys  Logistik GmbH pursuant to which Logosys  packages and  distributes  the
Company's  diagnostic  imaging  products,  LeukoScan  and  CEA-Scan,  within the
countries comprising the European Union and certain other countries.

     Effective  as of April 6, 1998,  the  Company  appointed  a  subsidiary  of
AmeriSourceBergen  Corporation  (formerly  Bergen  Brunswick) as a non-exclusive
distributor  of  CEA-Scan  in the U.S.  Such  subsidiary  (currently  Integrated
Commercialization  Solutions, Inc. ("ICS")) serves as an agent of the Company in
providing  product  support   services,   including   customer  service,   order
management, distribution, invoicing and collections.

     In May,  2002,  the  Company  entered  into a  marketing  and  distribution
agreement  for Latin America with  Teva-Tuteur  of Buenos  Aires,  Argentina,  a
subsidiary of Teva Pharmaceutical  Industries Ltd. Teva-Tuteur will be marketing
the Company's  CEA-Scan and LeukoScan  diagnostic  imaging  products  throughout
Latin America.

     On December 17, 2000,  the Company  entered into a Development  and License
Agreement (the "Amgen  Agreement")  with Amgen Inc. The Amgen  Agreement  grants
Amgen   exclusive   rights   to   continue   the   clinical    development   and
commercialization  in North America and Australia of the Company's  unlabeled or
"naked" CD22 antibody compound,  epratuzumab, for the treatment of patients with
non-Hodgkin's lymphoma.

     Pursuant to the Amgen  Agreement,  the Company received an up-front payment
of $18,000,000  from Amgen on February 1, 2001, and may receive a supply fee (as
discussed below), as well as additional clinical milestones and royalty payments
upon the  occurrence  of certain  future  events.  No such event has occurred to
date.

     The up-front payment of $18,000,000 is being recognized, beginning February
2001, as revenue of $750,000 per month over a period of 24 months,  which is the
Company's  best  estimate  of the  period of time  required  for the  parties to
fulfill  their  obligations  under  the  agreement.   Accordingly,  the  Company
recognized  $9,000,000  and  $3,750,000 as "License fee revenues" for the fiscal
years  2002 and 2001,  respectively.  The  remaining  balance of  $5,250,000  is
recorded as "Deferred revenue" in the accompanying consolidated balance sheet at
June 30, 2002.

     Amgen is also  obligated  to pay a supply fee to the Company for  materials
shipped by the  Company to Amgen  pursuant to the Amgen  Agreement.  The fee was
originally  payable at the point in time when Amgen is capable of  manufacturing
epratuzumab in quantities  sufficient to satisfy its requirements for use in the
conduct  of all  clinical  trials  deemed  necessary  by the U.S.  Food and Drug

                                       51
<PAGE>

Administration for approval of its United States biologics license  application.
If the Company fails to comply with its supply obligations,  then Amgen does not
owe the supply fee. As of June 30, 2002,  Amgen was not yet capable of producing
such quantities of epratuzumab.  However,  Amgen and the Company have previously
agreed  that  Amgen  shall  pay the  Company  for the  materials  shipped  since
inception of the Amgen  Agreement.  Accordingly,  the Company  invoiced Amgen in
December  2001  approximately  $2.2  million  in  payment  of all  shipments  of
materials made through  December 31, 2001.  Payment was received in January 2002
and has been recorded in the accompanying consolidated balance sheet as deferred
revenue  to be  recognized  at such  time as the  Company  fulfills  its  supply
obligations  as set forth in the Amgen  Agreement.  Since  January 1, 2002,  the
Company shipped an additional $972,000 worth of materials to Amgen that were not
yet billed as of June 30, 2002.

     Costs incurred  relating to the  manufacture  of the materials  supplied to
Amgen are recorded as research and development expense as incurred,  as there is
no assurance  that such amounts will be reimbursed by Amgen in the future in the
event that the Company fails to fully perform its obligations. The reimbursement
amount for materials supplied to Amgen represents the approximate  personnel and
materials costs  associated with the  manufacturing  of such materials.  For the
fiscal years ended June 30, 2002 and 2001, the Company  incurred  $2,036,000 and
$1,162,000,  respectively, of costs associated with supplying materials to Amgen
as described above.

     In June, 2002, the Company granted a non-exclusive  license to Daiichi Pure
Chemicals Co. under Immunomedics'  carcinoembryonic antigen (CEA) patents, which
included an up-front  payment and royalties.  The Company recorded this up-front
payment of  $825,300  and  royalty of  $200,000 as license fee revenue in fiscal
year 2002.

11.  Commitments and Contingencies

     On  November  1,  1993,  the  Company  and Dr.  Goldenberg  entered  into a
five-year  employment  agreement (the "Agreement")  with an additional  one-year
assured renewal and thereafter  automatically  renewable for additional one-year
periods  unless  terminated by either party as provided in the  Agreement.  This
Agreement  was amended on July 1, 2001,  pursuant to which Dr.  Goldenberg  will
receive  an annual  minimum  base  salary  of  $275,000,  an annual  bonus to be
determined  by the Board of Directors  but in no event less than 20% of the base
salary,  annual stock options grants  covering at least 150,000 shares of common
stock,  other  benefits  and certain  change of control  protections.  Under the
Agreement  as  amended,  the  Company  has  agreed  to extend  Dr.  Goldenberg's
employment  agreement  for a five-year  period  which  expires on June 30, 2006.
Further,  the Company  acknowledged  and  approved Dr.  Goldenberg's  continuing
involvement with CMMI and IBC.

     Pursuant to the Agreement,  Dr.  Goldenberg  may engage in other  business,
general  investment and scientific  activities,  provided such activities do not
materially  interfere with the performance of any of his  obligations  under the
Agreement,  allowing for those activities he presently performs for CMMI and IBC
(see Note 9). The Agreement extends the ownership rights of the Company, with an
obligation  to  diligently  pursue  all  ideas,  discoveries,  developments  and
products,  in the entire  medical field,  which,  at any time during his past or
continuing  employment  by the Company  (but not when  performing  services  for
CMMI), Dr. Goldenberg has made or conceived or hereafter makes or conceives,  or
the making or conception of which he has materially  contributed to or hereafter
contributes  to,  all as  defined  in the  Agreement  (collectively  "Goldenberg
Discoveries").

     Further, pursuant to the Agreement, Dr. Goldenberg will receive, subject to
certain restrictions, incentive compensation of 0.5% on the first $75,000,000 of
all  defined  annual net revenue of the Company and 0.25% on all such annual net
revenue in excess thereof (collectively "Revenue Incentive Compensation").  With
respect  to the period  that Dr.  Goldenberg  is  entitled  to  receive  Revenue
Incentive  Compensation on any given  products,  it will be in lieu of any other
percentage  compensation  based on sales or revenue due him with respect to such
products  under this  Agreement or the existing  License  Agreement  between the
Company and Dr.  Goldenberg.  With respect to any periods that Dr. Goldenberg is
not receiving such Revenue  Incentive  Compensation  for any products covered by

                                       52
<PAGE>

patented  Goldenberg  Discoveries or by certain defined prior  inventions of Dr.
Goldenberg,  he will receive 0.5% on cumulative  annual net sales of, royalties,
certain  equivalents  thereof,  and, to the extent approved by the Board,  other
consideration  received  by the Company for such  products,  up to a  cumulative
annual aggregate of $75,000,000 and 0.25% on any cumulative  annual aggregate in
excess of $75,000,000  (collectively  "Incentive  Payments").  A $100,000 annual
minimum  payment  will be paid in the  aggregate  against all Revenue  Incentive
Compensation  and Royalty  Payments.  For each of the years ended June 30, 2002,
2001 and 2000, the Company paid Dr.  Goldenberg the minimum  required payment of
$100,000.  Dr. Goldenberg will also receive a percent,  not less than 20%, to be
determined by the Board, of net consideration (including license fees) which the
Company receives for any disposition, by sale, license or otherwise (discussions
directed to which commence  during the term of his employment  plus three years)
of any defined  Undeveloped Assets of the Company which are not budgeted as part
of the Company's strategic plan.  Pursuant thereto,  Dr. Goldenberg received his
interest in IMG (See Note 9).

     On March 20,  2001,  the  Company and Cynthia L.  Sullivan  entered  into a
five-year employment agreement (the "Agreement")  pursuant to which Ms. Sullivan
has the option to terminate if the Company does not renew the Agreement by March
8, 2004. Pursuant to this agreement, Ms. Sullivan will receive an annual minimum
base salary of $275,000,  an annual bonus in an amount to be  determined  by the
Board of Directors  but in no event less than 20% of the base salary,  an annual
grant of stock options covering not less than 150,000 shares of common stock per
year and certain other benefits and change of control protections.

     Immunomedics  is obligated under an operating lease for facilities used for
research and development,  manufacturing and office space. In November 2001, the
Company  renewed for an additional term of twenty years expiring in October 2021
at a base annual rate of  $545,000,  which is fixed for the first five years and
increases  thereafter  every five years,  which  includes an  additional  15,000
square feet.  Rental expense related to this lease was  approximately  $589,000,
$441,000 and $441,000 in fiscal years 2002, 2001, and 2000, respectively.

Including the extension of the facility  lease as described  above,  the minimum
lease commitments for facilities are as follows for fiscal years:

                2003 .......................... $     545,000
                2004 .......................... $     545,000
                2005 .......................... $     545,000
                2006 .......................... $     545,000
                2007 .......................... $     552,000
                Thereafter..................... $  10,158,000

     Immunomedics  is a party to various  claims and  litigation  arising in the
normal course of business.  Management  believes that the outcome of such claims
and  litigation  will  not  have a  material  adverse  effect  on the  Company's
consolidated financial position and results of operations.

12.  Debt

     On October  28,  1998,  the Company  entered  into an  Equipment  Financing
Agreement  with the New  England  Capital  Corporation,  pursuant  to which  the
Company has received  $450,000,  at the interest rate of 9.52% per annum,  to be
repaid  over a 36-month  period.  The  proceeds of such  financing  were used to
exercise the early purchase  options for equipment  previously  leased through a
master lease  agreement.  The financing was secured by various  equipment and an
irrevocable letter of credit in the amount of $225,000. The letter of credit was
collateralized  by a cash deposit of an equivalent  amount which was included in
"Other long- term assets" on the accompanying consolidated balance sheet at June
30, 2001. At June 30, 2002, the Company's  indebtedness under this agreement was
$0. In the fiscal  years ended June 30,  2002,  2001 and 2000,  the Company paid
$1,683, $14,974 and $29,275, respectively, in interest under this agreement.

13.  Geographic Segments

     Immunomedics manages its operations as one line of business of researching,
developing, manufacturing and marketing biopharmaceutical products, particularly
antibody-based  diagnostics and therapeutics for cancer and infectious diseases,
and it currently reports as a single industry segment.  Immunomedics markets and
sells its products in the U.S. and throughout Europe.  During fiscal years 2002,
2001  and  2000,  no  product  sales  from a  single  customer  exceeded  10% of
consolidated product sales.

                                       53
<PAGE>


     The following table presents financial  information based on the geographic
location of the facilities of Immunomedics, Inc. as of and for the years ended:

                                    June 30, 2002
                                    -------------
                         United States          Europe               Total
                         -------------          ------               -----
Total assets             $ 51,894,497         $ 3,056,685        $ 54,951,182
Long-lived assets           6,557,904               3,997           6,561,901
Revenues                   11,593,974           2,692,787          14,286,761

                                    June 30, 2001
                                    -------------
                         United States           Europe               Total
                         -------------           ------               -----
Total assets             $ 57,249,298         $ 2,407,939        $ 59,657,237
Long-lived assets           3,387,350               7,960           3,395,310
Revenues                    5,818,617           2,581,176           8,399,793

                                    June 30, 2000
                                    -------------
                         United States           Europe               Total
                         -------------           ------               -----
Total assets             $ 47,297,628         $   728,509        $ 48,026,137
Long-lived assets           3,943,786              26,894           3,970,680
Revenues                    2,441,087           2,336,107           4,777,194

14.  Quarterly Results of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                                 Three Months Ended

                          June 30     March 31     Dec. 31     Sept. 30     June 30    March 31     Dec. 31   Sept. 30
                            2002        2002         2001        2001         2001       2001         2000      2000
                          -------     -------      -------      -------     -------    -------      -------   -------
<S>                       <C>         <C>          <C>          <C>         <C>        <C>          <C>       <C>

(In thousands, except for per share amounts)

Consolidated Statements
 of Operations Data:

Revenues                  $ 4,302     $ 3,283      $ 3,360     $ 3,342      $ 3,532     $ 2,391     $ 1,097   $ 1,380

Gross profit (1)              809         790          705         814          707         678         599     1,157

Income tax benefit              -       1,205            -           -            -         803           -         -

Net loss                   (2,687)       (296)        (582)       (182)        (538)        (36)     (2,696)   (1,481)

Net loss per common
 share allocable to
 common stockholders      $ (0.05)   $  (0.01)    $  (0.01)   $  (0.00)    $  (0.01)    $ (0.00)   $ (0.05)  $  (0.03)

Weighted average number
 of common shares out-
 standing                  49,800      49,706       49,565      49,538       49,526      49,521      49,502     49,444


(1)  Gross profit is calculated as product sales less cost of goods sold.

</TABLE>

                                       54
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Immunomedics, Inc.:

We have audited the  accompanying  consolidated  balance sheets of Immunomedics,
Inc. and subsidiaries as of June 30, 2002 and 2001, and the related consolidated
statements  of  operations  and  comprehensive  loss,  changes in  stockholders'
equity, and cash flows for each of the years in the three-year period ended June
30, 2002. These consolidated  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Immunomedics,  Inc.
and  subsidiaries  as of June  30,  2002  and  2001,  and the  results  of their
operations and their cash flows for each of the years in the  three-year  period
ended June 30, 2002, in conformity with accounting principles generally accepted
in the United States of America.



                                    KPMG LLP

Princeton, New Jersey
August 9, 2002


                                       55
<PAGE>




Item 9 --  Changes in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

     Not applicable.


                                    PART III

Item 10 -- Directors and Executive Officers of the Registrant

     The response to this item is  incorporated by reference from the discussion
responsive  thereto  in our  Proxy  Statement  for the 2002  Annual  Meeting  of
Stockholders to be held on December 4, 2002.


Item 11 -- Executive Compensation

     The response to this item is  incorporated by reference from the discussion
responsive  thereto  in our  Proxy  Statement  for the 2002  Annual  Meeting  of
Stockholders to be held on December 4, 2002.


Item 12 -- Security Ownership of Certain Beneficial Owners and Management

     Except as set forth  below,  the response to this item is  incorporated  by
reference from the discussion  responsive thereto in our Proxy Statement for the
2002 Annual Meeting of Stockholders to be held on December 4, 2002.

     Equity Plan Compensation Information

     The  following  table  provides  information  as of June 30, 2002 about our
Common Stock that may be issued upon the exercise of options  under our existing
equity  compensation  plans,  including  the 1992 Stock Option Plan and the 2002
Stock Option Plan.

<TABLE>
<CAPTION>

-------------------------------- ------------------------------ ----------------------------- ---------------------------------
                                                                                                Available for Future Issuance
                                  Number of Securities to be                                  Under Equity Compensation Plans
                                    Issued Upon Exercise of      Weighted-Average Exercise    (Excluding Securities Reflected
         Plan Category                Outstanding Options       Price of Outstanding Options           in Column (a))
-------------------------------- ------------------------------ ----------------------------- ---------------------------------
<S>                              <C>                            <C>                           <C>

                                              (a)                           (b)                             (c)
-------------------------------- ------------------------------ ----------------------------- ---------------------------------
Equity compensation plans
approved by security
holders                                    3,174,250                       $11.30                        3,634,125
-------------------------------- ------------------------------ ----------------------------- ---------------------------------
Equity compensation plans
not approved by security
holders                                      0 (1)                           --                              0
-------------------------------- ------------------------------ ----------------------------- ---------------------------------
Total                                      3,174,250                       $11.30                        3,634,125
-------------------------------- ------------------------------ ----------------------------- ---------------------------------

(1)      We do not have any compensation plans under which equity securities are authorized for issuance which have not been
         approved by our stockholders.

</TABLE>

                                       56
<PAGE>

Item 13 -- Certain Relationships and Related Transactions

     Except as set forth  below,  the response to this item is  incorporated  by
reference from the discussion  responsive thereto in our Proxy Statement for the
2002 Annual Meeting of Stockholders to be held on December 4, 2002.

Certain Relationships and Related Party Transactions

     Certain of our affiliates,  including  members of our senior management and
Board of  Directors,  as well as  their  respective  family  members  and  other
affiliates,  have  relationships and agreements among themselves as well as with
us and our  affiliates,  that  create the  potential  for both real,  as well as
perceived,  conflicts of interest.  These include Dr. David M.  Goldenberg,  our
Chairman and Chief Scientific  Officer,  Ms. Cynthia L. Sullivan,  our President
and Chief Executive  Officer,  and certain  companies with which we do business,
including  the  Center  for   Molecular   Medicine  and   Immunology,   and  IBC
Pharmaceuticals,  LLC. In addition,  our executive vice  president,  Dr. Ivan D.
Horak, is married to one of our other employees.

     As a result of these and other  relationships,  the potential for both real
and perceived  conflicts of interest  exists,  and disputes could arise over the
allocation of research  projects and ownership of intellectual  property rights.
In  addition,  in the event that we become  involved in  stockholder  litigation
regarding these potential conflicts,  we might be required to devote significant
resources and management  time  defending  these claims,  which could  adversely
affect our results of operations.

Dr. David M. Goldenberg

     Dr. David M. Goldenberg was an original  founder of our company over twenty
years ago and continues to play a critical  role in our  business.  He currently
serves as Chairman of our Board of Directors and Chief Scientific  Officer,  and
is married to our Chief Executive Officer,  Cynthia L. Sullivan.  Dr. Goldenberg
is a party to a number of  agreements  with our company  involving  not only his
services,  but  also  intellectual  property  owned  by him.  In  addition,  Dr.
Goldenberg performs services for one of our subsidiaries,  IBC  Pharmaceuticals,
Inc., as well as other businesses with which we are affiliated.

     If we were  to  lose  the  services  of Dr.  Goldenberg  our  business  and
prospects would be materially and adversely affected.

     License  Agreement.  Pursuant  to a License  Agreement  between  us and Dr.
Goldenberg, certain patent applications owned by Dr. Goldenberg were licensed to
us at the time of our  formation in exchange for a royalty in the amount of 0.5%
of the first  $20,000,000 of annual net sales of all products  covered by any of
such  patents  and  0.25% of  annual  net  sales of such  products  in excess of
$20,000,000.  Five of the licensed United States patents have since expired.  In
November 1993 the ownership rights of Immunomedics  were extended as part of Dr.
Goldenberg's  employment  agreement,  with  Immunomedics  agreeing to diligently
pursue  all  ideas,  discoveries,  developments  and  products,  into the entire
medical field,  which,  at any time during his past or continuing  employment by
Immunomedics  (but not when  performing  services  for  CMMI - see  below),  Dr.
Goldenberg has made or conceived or hereafter makes or conceives,  or the making
or conception of which he has materially contributed to or hereafter contributes
to, all as defined in the Employment Agreement.

     Employment Agreement.  Pursuant to the terms of his employment agreement as
currently  in  effect,   Dr.   Goldenberg  is  entitled  to  receive   incentive
compensation  equal to one-half of one percent (0.5%) on the first $75.0 million
of all Annual Net Revenue (as defined therein ) of Immunomedics, and one-quarter
of one percent (0.25%) on all such Annual Net Revenue in excess thereof.  Annual
Net Revenue is defined to include the proceeds of certain dispositions of assets
or interests therein,  including royalties,  certain equivalents thereof and, to
the extent approved by the Board of Directors, non-royalty license fees.

                                       57
<PAGE>

     Dr. Goldenberg is also entitled to receive Revenue  Incentive  Compensation
during the period of his  actual  employment  with us, and for a period of three
years thereafter, unless he unilaterally terminates his employment without cause
or is terminated  for cause.  With respect to the period that Dr.  Goldenberg is
entitled to receive Revenue  Incentive  Compensation  on any given products,  it
will be in lieu of any other percentage  compensation  based on sales or revenue
due him with  respect to such  products  under his  employment  agreement or the
license  agreement.  With  respect to any  periods  that Dr.  Goldenberg  is not
receiving  such  Revenue  Incentive  Compensation,  he is  entitled  to  receive
one-half of one percent (0.5%) on cumulative  annual net sales of, royalties on,
certain  equivalents  thereof,  and,  to the  extent  approved  by the  Board of
Directors, other consideration received by Immunomedics for such products, up to
a cumulative  annual  aggregate of  $75,000,000,  and one-quarter of one percent
(0.25%)  on any  cumulative  Annual  Net  Revenue  in excess of  $75,000,000.  A
$100,000  annual  minimum  payment  must be paid in the  aggregate  against  all
Revenue Incentive Compensation and Royalty Payments and the License Agreement.

     The terms of his employment  agreement also provide that Dr.  Goldenberg is
entitled to receive a percent, not less than twenty percent (20%), as determined
in good  faith  by the  Board of  Directors,  of net  consideration  (including,
without limitation, license fees) which Immunomedics receives in connection with
any disposition by sale,  license or otherwise,  of any  Undeveloped  Assets (as
defined therein ) which are not budgeted as part of our strategic plan. Pursuant
to  this  provision,  Dr.  Goldenberg  received  a 20%  profit  interest  in the
membership  interests originally acquired by us in connection with the formation
of the IBC Pharmaceuticals joint venture with Beckman Coulter in March 1999. Dr.
Goldenberg  also is compensated by IBC  Pharmaceuticals  as discussed in greater
detail below.

     Dr.  Goldenberg is not entitled to any incentive  compensation with respect
to any products,  technologies  or businesses  acquired from third parties for a
total  consideration  in excess  of  $5,000,000,  unless we had made a  material
contribution  to the invention or development of such products,  technologies or
businesses  prior to the time of acquisition.  Except as affected by a Change in
Control (as defined  therein) or otherwise  approved by the Board of  Directors,
Dr. Goldenberg will also not be entitled to any Revenue  Incentive  Compensation
or Incentive  Payments other than the Annual Minimum Payment with respect to any
time during the period of his employment (plus three years, unless employment is
terminated  by  mutual  agreement  or by Dr.  Goldenberg's  death  or  permanent
disability)  that he is not the  direct  or  beneficial  owner of  shares of our
voting stock with an aggregate market value of at least twenty times his defined
annual cash compensation.

     Finally, it is a condition to his employment  agreement that Dr. Goldenberg
be  permitted  to continue  his  involvement  with CMMI as  discussed in greater
detail below.

     In  2001,  Dr.  Goldenberg's  employment  agreement  was  extended  for  an
additional five-year period, expiring on June 30, 2006.

     The foregoing  summary of the material  terms of Dr.  Goldenberg's  license
agreement,  employment  agreement  and  severance  agreement is qualified in its
entirety by  reference  to the actual  agreements,  each of which has been filed
with the U.S. Securities and Exchange Commission and is available free of charge
through the Commission's web site located at www.sec.gov.

     Life  Insurance.  We have also  agreed with Dr.  Goldenberg  to maintain in
effect  for his  benefit  a  $2,000,000  whole  life  insurance  policy.  If Dr.
Goldenberg retires from the Company on or after his agreed retirement, or if his
employment  ends  because  of  permanent  disability,   we  must  pay  all  then
outstanding loans, if any, made under such policy, and assign such policy to Dr.
Goldenberg  in  consideration  of  the  services   previously  rendered  by  Dr.
Goldenberg  to the Company.  If the  employment of Dr.  Goldenberg  ends for any
other reason,  except for cause, Dr.  Goldenberg has the option to purchase such
policy for a price mutually  agreed upon by him and the Board of Directors,  but
not to exceed the cash value thereof less any  outstanding  policy loans,  or he
may purchase  such policy at its full cash value,  less any  outstanding  loans,
with the  purchase  price to the paid out of the  proceeds  of the policy or any
earlier  payment or withdrawal of all or any portion of its net cash value.  The
Company also  currently  maintains  $4,000,000 of key man life  insurance on Dr.
Goldenberg for the benefit of the Company.

                                       58
<PAGE>


     Additionally, a trust created by Dr. Goldenberg has purchased a $10,000,000
whole life policy on his life.  The policy  provides  funds which may be used to
assist Dr.  Goldenberg's  estate in settling  estate tax  obligations,  and thus
potentially  reducing the number of shares of the Common Stock the estate may be
required to sell over a short  period of time to raise funds to satisfy such tax
obligations.  During what is  estimated to be a 15-year  period,  the Company is
obligated to pay $143,000 per year towards  premiums,  compared to an equivalent
$250,000 commitment under the previous policies, in addition to amounts required
to be paid by Dr. Goldenberg.  The Company has an interest in this new policy up
to the  cumulative  amount of premium  payments made by it under the old and new
policies,  which,  through  June  30,  2002,  amounted  to  $1,837,400.  If  Dr.
Goldenberg's  employment  terminates,  and the  policy  is not  maintained,  the
Company would receive payment of only its invested  cumulative  premiums,  up to
the amount of cash surrender value in the policy.

     Severance  Agreement.  In June 2002, the Board of Directors  approved (with
Dr.  Goldenberg  and Ms.  Sullivan  abstaining)  a severance  agreement  for Dr.
Goldenberg pursuant to which we are required,  under certain  circumstances upon
his  termination  for any reason,  including as a result of his  disability or a
change in control of the Company, to sell to Dr. Goldenberg's family partnership
a $10.0 million life insurance  policy we have  purchased  insuring his life. In
addition,  if Dr.  Goldenberg is terminated  upon his  disability or a change in
control of the Company  within six years of the date of the  agreement,  we will
reimburse him for the total purchase price of the life insurance  policy.  If he
is terminated for any other reason,  whether  voluntarily or  involuntarily,  we
will  reimburse  him  for 50% of the  purchase  price,  so long he has  remained
employed by us for three years after the  agreement,  plus an additional  amount
for each month of service in excess of three years.

Cynthia L. Sullivan

     Employment  Agreement.  On March 20, 2001,  we entered  into an  employment
agreement  with Cynthia L. Sullivan that sets forth the terms of her  employment
with the Company through March 9, 2006.  During the term of her  employment,  we
will pay Ms.  Sullivan an annual  minimum  base salary of $275,000 and an annual
bonus as determined by the Compensation Committee of the our Board of Directors,
which in no event shall be less than 20% of the base salary.  Ms. Sullivan shall
be awarded a minimum of 150,000 stock options annually on the anniversary of the
employment  agreement.   Under  her  employment  agreement,   Ms.  Sullivan  may
participate  in all  benefit  plans and  programs  to the extent she is eligible
including medical and life insurance.

     Under the employment agreement, if Ms. Sullivan is terminated for Cause (as
defined in the employment  agreement),  by reason of death,  unavailability  (as
defined in the  employment  agreement),  or by reason of voluntary  resignation,
then we shall pay Ms. Sullivan the base salary through such date of termination.
If Ms. Sullivan is terminated for any other reason, then we shall continue for a
period of four years Ms. Sullivan's medical and life insurance and shall pay Ms.
Sullivan the sum of (i) the highest base salary paid to Ms.  Sullivan during any
of the prior three years, (ii) the highest bonus paid to Ms. Sullivan during the
prior  three  years and (iii) the stock  options  that Ms.  Sullivan  would have
otherwise  received  during the period  commencing on the  termination  date and
ending on the later of twenty-four months from the termination date and March 9,
2006 (such sum,  collectively  with the  extension  of  benefits  is referred to
hereinafter as the "Severance Payment").

     In the  event  of a  Change  of  Control  (as  defined  in  the  employment
agreement),  all  previous  stock  option  grants  made  to Ms.  Sullivan  shall
immediately vest. If, following the Change of Control,  we do not agree to allow
Ms.  Sullivan to remain in her  current  capacity  for a one year period  before
either  consummating a new contract,  or the election by Ms. Sullivan to be paid
the Severance Payment,  then her employment shall be terminated and we shall pay
Ms. Sullivan the Severance Payment.

                                       59
<PAGE>

Relationships with The Center for Molecular Medicine and Immunology

     Our  product  development  has  involved,  to varying  degrees,  Center for
Molecular Medicine and Immunolgy,  a not-for-profit  specialized cancer research
center,  for the performance of certain basic research and patient  evaluations,
the  results  of which are made  available  to us  pursuant  to a  collaborative
research and license  agreement.  CMMI, which is funded primarily by grants from
the NCI, is located in Belleville,  New Jersey.  Dr.  Goldenberg is the founder,
current  President  and  a  member  of  the  Board  of  Trustees  of  CMMI.  Dr.
Goldenberg's employment agreement permits him to devote more of his time working
for CMMI than for us. Certain of our consultants  have employment  relationships
with CMMI, and Dr. Hans Hansen, our emeritus  executive  officer,  is an adjunct
member of CMMI. Despite these  relationships,  we believe CMMI is independent of
Immunomedics, and CMMI's management and fiscal operations are the responsibility
of CMMI's Board of Trustees.

     We have  reimbursed CMMI for expenses  incurred on behalf of us,  including
amounts incurred pursuant to research contracts,  in the amount of approximately
$205,000,  $155,000 and $128,000  during the years ended June 30, 2002, 2001 and
2000,  respectively.  We also provide, at no cost to CMMI,  laboratory materials
and supplies.  However,  any inventions made independently of us at CMMI are the
property of CMMI.

     During the fiscal years 2002 and 2001,  our Board of  Directors  authorized
grants to CMMI of $214,000 and $200,000,  respectively,  to support research and
clinical  work being  performed at CMMI,  such grants to be expended in a manner
deemed appropriate by the Board of Trustees of CMMI. During each of fiscal years
2001 and 2000, the Company also paid CMMI a license fee of $200,000.


IBC Pharmaceuticals

     In March  1999,  IBC  Pharmaceuticals,  LLC was  formed as a joint  venture
between  Immunomedics  and Beckman  Coulter to pursue the  development  of novel
cancer  radiotherapeutics using pre-targeting with bi-specific  antibodies.  The
initial  Immunomedics  investment in the IBC joint venture  consisted  solely of
intellectual  property  and was effected  through the means of a second  limited
liability  company,  IMG  Technology,  LLC,  which was formed  together with Dr.
Goldenberg.  Pursuant  to the terms of his  employment  agreement  as  discussed
above,  Dr.  Goldenberg is entitled to a twenty  percent (20%) interest any time
Immunomedics  contributes  "unimproved  assets"  (as  defined in his  employment
agreement) to other ventures such as the joint venture with Beckman Coulter.  As
a result, Dr. Goldenberg obtained a 20% profit interest in IMG Technology, which
in turn owned  approximately  48.79% of the  membership  interests in IBC, while
Beckman  Coulter  owned 42.79% of the  membership  interests.  Shortly after its
formation,  additional investors contributed  approximately $3.3 million in cash
to  the  IBC  joint  venture  in  exchange  for  Class  B  membership  interests
representing  approximately 8.42% of the total membership interests outstanding.
These investors included members of Dr.  Goldenberg's  family as well as persons
affiliated  with the original  Coulter  Corporation,  a  predecessor  to Beckman
Coulter.

     In May 2002, Immunomedics was able to acquire all of the Class A membership
interests  owned by  Beckman  Coulter  in  exchange  for (i)  138,900  shares of
Immunomedics  common stock and (ii) a warrant to purchase an additional  150,000
shares of  Immunomedics  common stock at an exercise  price of $65.00 per share,
exercisable   until  the  earlier  of  May  2007  or  a  change  in  control  of
Immunomedics. As a result of this acquisition, Immunomedics controlled, directly
and indirectly, all of the Class A membership interests in IBC and determined to
reorganize IBC into a Delaware "C" corporation  under the Internal Revenue Code.
Other holders of IBC membership interests approved the reorganization.

     The  IBC   reorganization   was   completed   in  June   2002,   when   IBC
Pharmaceuticals,  LLC  contributed  all of its assets,  and  assigned all of its
liabilities, to a newly formed Delaware corporation, IBC Pharmaceuticals,  Inc.,
in exchange for shares of Series A Preferred Stock and Series B Preferred Stock.
These shares of preferred stock were then  distributed and IBC  Pharmaceuticals,
LLC  and  IMG  Technology,  LLC  are in the  process  of  being  dissolved.  Dr.
Goldenberg also  contributed  34,725 shares of Immunomedics  common stock to IBC
Pharmaceuticals,  Inc. In addition to these shares of Immunomedics common stock,
at June 30, 2002, IBC  Pharmaceuticals,  Inc. held approximately $1.7 million in
cash and marketable securities.

                                       60
<PAGE>


     IBC  reimbursed  us for all of the research  activities we conducted on the
joint venture's behalf. For the fiscal years ended June 30, 2002, 2001 and 2000,
we received  reimbursements  of $634,000,  $418,000 and $348,000,  respectively,
from IBC with respect to these research activities.

     As of June 30, 2002, the shares of IBC  Pharmaceuticals,  Inc. were held as
follows:

                                                                      Percentage
Stockholder            Holdings                                         of Total
-----------            --------                                       ----------
Immunomedics, Inc.     5,599,705 shares of Series A Preferred Stock       73.26%
Third Party Investors    643,701 shares of Series B Preferred Stock        8.42%
David M. Goldenberg    1,399,926 shares of Series C Preferred Stock       18.32%
                                                                         -------
                                                                         100.00%

     In fiscal 2002 Dr.  Goldenberg  received  $55,000 in  compensation  for his
services to IBC Pharmaceuticals.

     At  July  1,  2002,   Dr.   Goldenberg   was  the  sole   director  of  IBC
Pharmaceuticals,  Inc., while Cynthia L. Sullivan,  Gerard G. Gorman and Phyllis
Parker served as the President, Treasurer and Secretary, respectively.

                                       61
<PAGE>


                                    PART IV

Item 14 -- Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  Documents filed as part of this Report:

1.   Consolidated Financial Statements:

     Consolidated Balance Sheets - June 30, 2002 and 2001
     Consolidated  Statements of Operations and Comprehensive Loss for the years
          ended June 30, 2002, 2001 and 2000
     Consolidated  Statements of Changes in  Stockholders'  Equity for the years
          ended June 30, 2002, 2001 and 2000
     Consolidated  Statements  of Cash Flows for the years ended June 30,  2002,
          2001 and 2000
     Notes to Consolidated Financial Statements
     Independent Auditors' Report - KPMG LLP

2.   Financial Statement Schedules:

     All  schedules have been omitted because of the absence of conditions under
          which they would be required or because the  required  information  is
          included in the financial statements or the notes thereto.

3.1(a) Certificate of Incorporation of the Company,  as filed with the Secretary
     of State of the State of Delaware on July 6, 1982 (c)
3.1(b)  Certificate  of Amendment of the  Certificate  of  Incorporation  of the
     Company,  as filed with the  Secretary of State of the State of Delaware on
     April 4, 1983 (c)
3.1(c)  Certificate  of Amendment of the  Certificate  of  Incorporation  of the
     Company,  as filed with the  Secretary of State of the State of Delaware on
     December 14, 1984 (c)
3.1(d)  Certificate  of Amendment of the  Certificate  of  Incorporation  of the
     Company,  as filed with the  Secretary of State of the State of Delaware on
     March 19, 1986 (c)
3.1(e)  Certificate  of Amendment of the  Certificate  of  Incorporation  of the
     Company,  as filed with the  Secretary of State of the State of Delaware on
     November 17, 1986 (c)
3.1(f)  Certificate  of Amendment of the  Certificate  of  Incorporation  of the
     Company,  as filed with the  Secretary of State of the State of Delaware on
     November 21, 1990 (d)
3.1(g)  Certificate  of Amendment of the  Certificate  of  Incorporation  of the
     Company,  as filed with the  Secretary of State of the State of Delaware on
     December 7, 1992 (g)
3.1(h)  Certification  of Amendment of the Certificate of  Incorporation  of the
     Company,  as filed with the  Secretary of State of the State of Delaware on
     November 7, 1996 (k)
3.1(i) Amended and Restated Certificate of Designations,  Preferences and Rights
     of Series F Convertible Preferred Stock of Immunomedics, Inc. (p)
3.1(j)* Certificate of  Designation of Series G Junior  Participating  Preferred
     Stock of the Company,  as filed with the Secretary of State of the State of
     Delaware on March 15, 2002
3.2* Amended and Restated By-Laws of the Company
4.1* Specimen Certificate for Common Stock
4.2  Common Stock Purchase Warrant issued to Cripple Creek Securities, LLC (m)
4.3  Form of additional  Common Stock Purchase Warrant issuable to Cripple Creek
     Securities, LLC (m)
4.4  Rights  Agreement,  dated as of March 4,  2002,  between  the  Company  and
     American  Stock Transfer and Trust  Company,  as rights agent,  and form of
     Rights Certificate (u)
4.5  Warrant For the Purchase of Shares of Common Stock of the Company, dated as
     of May 23, 2002 (v)
10.1# Immunomedics, Inc. 401(k) Retirement Plan (b)
10.2# Immunomedics, Inc. 1992 Stock Option Plan (k)
10.3*# Immunomedics, Inc. 2002 Stock Option Plan, as amended

                                       62
<PAGE>

10.4# Executive Supplemental Benefits Agreement with David M. Goldenberg,  dated
     as of July 18, 1986 (b)
10.5# Amended and Restated Employment Agreement, dated November 1, 1993, between
     the Company and Dr. David M. Goldenberg (h)
10.6# Amendment No. 2 to the Amended and Restated Employment Agreement, dated as
     of July 1, 2001 between the Company and Dr. David M. Goldenberg (t)
10.7*# David M.  Goldenberg  Severance  Agreement,  dated  as of June 18,  2002,
     between David M. Goldenberg and the Company
10.8# Employment  Agreement, dated  March 10,  2001,  between  the  Company  and
     Cynthia L. Sullivan (s)
10.9 Exclusive License Agreement with David M. Goldenberg,  dated as of July 14,
     1982 (a)
10.10 Amended and Restated  License  Agreement among the Company, CMMI and David
     M. Goldenberg, dated December 11, 1990 (e)
10.11 Amendment, dated  March 11,  1995,  to the Amended  and  Restated  License
     Agreement among the Company, CMMI, and David M. Goldenberg,  dated December
     11, 1990 (i)
10.12 License  Agreement,  dated as of January 21, 1997, between the Company and
     Center for Molecular Medicine and Immunology, Inc. (l)
10.13 License Agreement, dated March 5, 1999, by and between the Company and IBC
     Pharmaceuticals, LLC (q)
10.14 Development  and License  Agreement, dated December 17, 2001,  between the
     Company and Amgen,  Inc.  (Confidentiality  treatment  has been granted for
     certain portions of the Agreement) (r)
10.15 Agreement among  the  Company,  David M.  Goldenberg  and the  Center  for
     Molecular Medicine and Immunology, Inc., dated May, 1983 (a)
10.16 Lease Agreement with Baker Properties  Limited  Partnership, dated January
     16, 1992 (f)
10.17 Manufacturing  Agreement, dated as of April 4, 1996,  between  the Company
     and SP  Pharmaceuticals,  formerly  the  Oncology  Division of  Pharmacia &
     Upjohn (Confidential treatment has been granted for certain portions of the
     Agreement) (j)
10.18 Distribution Agreement, dated as of November 24, 1997, between the Company
     and Eli Lilly Deutschland GmbH (Confidential treatment has been granted for
     certain portions of the Agreement) (n)
10.19 Distribution  and Product  Services  Agreement, dated as of May 15,  1998,
     between  the  Company  and  Integrated  Commercialization  Solutions,  Inc.
     (Confidentiality  treatment  has been  granted for certain  portions of the
     Agreement) (n)
10.20 Operating  Agreement, dated  March 5, 1999,  by and among IMG  Technology,
     LLC, Beckman Coulter Corporation and the investors named therein (q)
10.21 Operating Agreement, dated March 5, 1999, by and among IMG Technology, LLC
     and David M. Goldenberg (q)
10.22 Contract  for Services  dated  effective as of January 1, 2002 between the
     Company and Logosys Logistik GmbH (t)
10.23 Registration  Rights  Agreement,  dated  as of May 21, 2002,  between  the
     Company and Beckman Coulter, Inc. (v)
10.24* Contribution and Assignment Agreement, dated as of June 30, 2002, between
     IBC Pharmaceuticals, LLC and IBC Pharmaceuticals, Inc.
21.1* Subsidiaries of the Company
23.1* Independent Accountants' Consent--KPMG LLP

____________________________

(a)  Incorporated  by reference from the Exhibits to the Company's  Registration
     Statement  on Form S-1  effective  October  6,  1983  (Commission  File No.
     2-84940)
(b)  Incorporated by reference from the Exhibits to the Company's  Annual Report
     on Form 10-K for the fiscal year ended June 30, 1986
(c)  Incorporated by reference from the Exhibits to the Company's  Annual Report
     on Form 10-K for the fiscal year ended June 30, 1990

                                       63
<PAGE>

(d)  Incorporated  by  reference  from the Exhibits to the  Company's  Quarterly
     Report on Form 10-Q for the fiscal quarter ended December31, 1990
(e)  Incorporated  by reference from the Exhibits to the Company's  Registration
     Statement  on Form  S-2  effective  July  24,  1991  (Commission  File  No.
     33-41053)
(f)  Incorporated  by reference from the Exhibits to the Company's  Registration
     Statement  on Form S-2  effective  January  30, 1992  (Commission  File No.
     33-44750)
(g)  Incorporated by reference from the Exhibits to the Company's  Annual Report
     on Form 10-K for the fiscal year ended June 30, 1993
(h)  Incorporated  by  reference  from the Exhibits to the  Company's  Quarterly
     Report on Form 10-Q for the fiscal quarter ended September 30, 1993
(i)  Incorporated by reference from the Exhibits to the Company's  Annual Report
     on Form 10-K for the fiscal year ended June 30, 1995
(j)  Incorporated by reference from the Exhibits to the Company's  Annual Report
     on Form 10-K for the fiscal year ended June 30, 1996
(k)  Incorporated  by  reference  from the Exhibits to the  Company's  Quarterly
     Report on Form 10-Q for the fiscal quarter ended September 30, 1996
(l)  Incorporated  by  reference  from the Exhibits to the  Company's  Quarterly
     Report on Form 10-Q for the fiscal quarter ended December 31, 1996
(m)  Incorporated  by reference from the Exhibits to the Company's  Registration
     Statement on Form S-3, as filed with the Commission on January 29, 1998
(n)  Incorporated  by  reference  from the Exhibits to the  Company's  Quarterly
     Report on Form 10-Q for the fiscal quarter ended December 31, 1997
(o)  Incorporated by reference from the Exhibits to the Company's  Annual Report
     on Form 10-K for the fiscal year ended June 30, 1998
(p)  Incorporated by reference from the Exhibits to the Company's Current Report
     on Form 8-K, dated December 15, 1998
(q)  Incorporated by reference from the Exhibits to the Company's Current Report
     on Form 8-K, dated March 23, 1999
(r)  Incorporated  by  reference  from the Exhibits to the  Company's  Quarterly
     Report on Form 10-Q (as  amended)  for the fiscal  quarter  ended March 31,
     2001
(s)  Incorporated by reference from the Exhibits to the Company's  Annual Report
     on Form 10-K for the fiscal year ended June 30, 2001
(t)  Incorporated  by  reference  from the Exhibits to the  Company's  Quarterly
     Report on Form 10-Q for the fiscal quarter ended September 30, 2001
(u)  Incorporated by reference from the Exhibits to the Company's Current Report
     on Form 8-K, dated March 8, 2002
(v)  Incorporated  by reference from the Exhibits to the Company's  Registration
     Statement on Form S-3, as filed with the Commission on June 12, 2002

*    Filed herewith
#    Management  contract or  compensatory  plan or  arrangement  required to be
     filed as an exhibit to this Form 10-K pursuant to Item 14(c) of this report

(b)    Reports on Form 8-K

     During the quarter  ended June 30,  2002,  we filed two current  reports on
Form 8-K.  The first,  dated May 28,  2002,  announced  that we  purchased  from
Beckman Coulter, Inc. its membership interests in IBC Pharmaceuticals,  LLC. The
second,  dated May 31, 2002, amends our prior disclosure on March 1, 2002 of the
decision by our  Chairman and Chief  Scientific  Officer to enter into a written
stock selling plan in accordance with SEC Rule 10b5-1.

                                       64

<PAGE>

                                   SIGNATURES

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

                                              IMMUNOMEDICS, INC.


Date: September 30, 2002                      By:    /s/ CYNTHIA L. SULLIVAN
                                              ----------------------------------
                                                         Cynthia L. Sullivan
                                              President, Chief Executive Officer
                                                        and Director

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

         Signature            Title                                  Date
         ---------            -----                                  ----
/s/ DAVID M. GOLDENBERG       Chairman                        September 30, 2002
-----------------------
    David M. Goldenberg

/s/ CYNTHIA L. SULLIVAN       President, Chief                September 30, 2002
-----------------------       Executive Officer
    Cynthia L. Sullivan       and Director
                              (Principal Executive Officer)

/s/ MARVIN E. JAFFE           Director                        September 30, 2002
-----------------------
    Marvin E. Jaffe

/s/ RICHARD R. PIVIROTTO      Director                        September 30, 2002
------------------------
    Richard R. Pivirotto

/s/ MORTON COLEMAN            Director                        September 30, 2002
------------------------
    Morton Coleman

/s/ MARY PAETZOLD             Director                        September 30, 2002
------------------------
     Mary Paetzold

/s/ GERARD G. GORMAN          Vice President Finance and      September 30, 2002
------------------------      Chief Financial Officer
    Gerard G. Gorman          (Principal Financial
                              and Accounting Officer)

                                       65
<PAGE>


                                 CERTIFICATIONS

I,   Cynthia L. Sullivan, President and Chief Executive Officer of Immunomedics,
     Inc., certify that:

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

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

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report.

Date: September 30, 2002

/s/  CYNTHIA L. SULLIVAN
____________________________________
Cynthia L. Sullivan
President and Chief Executive Officer of Immunomedics, Inc.


I,   Gerard G. Gorman,  Vice President  Finance and Chief  Financial  Officer of
     Immunomedics, Inc., certify that:

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

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

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report.


Date: September 30, 2002

/s/  GERARD G. GORMAN
____________________________________
Gerard G. Gorman
Vice President Finance and Chief Financial Officer of Immunomedics, Inc.

                                       66
<PAGE>


                                  EXHIBIT LIST
                 (excludes documents incorporated by reference)


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

  3.2     Amended and Restated By-Laws of the Company

  4.1     Specimen Certificate for Common Stock

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

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

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

  21.1    Subsidiaries of the Company

  23.1    Independent Accountants' Consent--KPMG LLP

                                       67
<PAGE>

                                                                  EXHIBIT 3.1(j)



               CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS

                                       OF

                  SERIES G JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                               IMMUNOMEDICS, INC.


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

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

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

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

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


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

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

     Section 2. Dividends and Distributions.

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

                                       1
<PAGE>

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

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

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

                                       2
<PAGE>

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

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

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

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

     Section 4. Certain Restrictions.

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

                                       4
<PAGE>

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

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

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







                           [INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>

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


                               IMMUNOMEDICS, INC.



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



                                       6
<PAGE>


                                                                     EXHIBIT 3.2


                                     BY-LAWS

                                       OF

                               IMMUNOMEDICS, INC.

                            (A Delaware Corporation)

               Adopted by the Board of Directors on June 12, 2002


                                    ARTICLE 1

                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

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

     1.10 "Directors" means members of the Board.

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

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

                                       1
<PAGE>

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

     1.14 "President" means the President of the Corporation.

     1.15 "Secretary" means the Secretary of the Corporation.

     1.16 "Stockholders" means stockholders of the Corporation.

     1.17 "Treasurer" means the Treasurer of the Corporation.

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

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

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

                                    ARTICLE 2

                                  STOCKHOLDERS

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

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

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


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

                                       2
<PAGE>

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

                                       4
<PAGE>

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

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

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

                                       5
<PAGE>

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

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

                                    ARTICLE 3

                                    DIRECTORS

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

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

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

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

                                       6
<PAGE>

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

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

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

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

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

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

                                       7
<PAGE>

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

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

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

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

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

                                       8

<PAGE>

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

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

                                    ARTICLE 4

                             COMMITTEES OF THE BOARD


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

                                       9
<PAGE>

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

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

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

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

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

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

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

                                       10
<PAGE>

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

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

                                    ARTICLE 5

                                    OFFICERS

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

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

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

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

                                       11
<PAGE>


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

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

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

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

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

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

                                       12
<PAGE>

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

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

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

                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

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

                                       13
<PAGE>

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

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

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

                                    ARTICLE 7

                               STOCK AND DIVIDENDS

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

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

                                       14
<PAGE>

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

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

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

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

                                    ARTICLE 8

                                 INDEMNIFICATION

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

                                       15
<PAGE>

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

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

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

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

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

                                       16
<PAGE>

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

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

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

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

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

                                    ARTICLE 9

                                BOOKS AND RECORDS

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

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

                                       17
<PAGE>

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

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

                                   ARTICLE 10

                                      SEAL

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

                                   ARTICLE 11

                                   FISCAL YEAR

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

                                   ARTICLE 12

                              VOTING OF SHARES HELD

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

                                       18
<PAGE>

                                   ARTICLE 13

                                   AMENDMENTS

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

                                   ARTICLE 14

                                  MISCELLANEOUS

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

                                       19

<PAGE>







                                                                     EXHIBIT 4.1

                                     (front)

NUMBER                                                                 SHARES
MUC  ________                                                         ________



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







THIS CERTIFIES THAT

is the owner of

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

                               IMMUNOMEDICS, INC.

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

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

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

Dated:


                Secretary      [IMMUNOMEDICS, INC.      Chairman
                                    CORPORATE
                                      SEAL
                                    DELAWARE]






                                  COUNTERSIGNED


                     AMERICAN STOCK TRANSFER & TRUST COMPANY



                                 TRANSFER AGENT



                        _________________________________

                              AUTHORIZED SIGNATURE

<PAGE>


                                     (back)



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

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


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

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

PLEASE INSERT SOCIAL SECURITY OR OTHER
       IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

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

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


Dated _______________________________________


                         _______________________________________________________
                  NOTICE:THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
                         THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
                         IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT,
                         OR ANY CHANGE WHATEVER.


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


<PAGE>




                                                                    EXHIBIT 10.3

                    IMMUNOMEDICS, INC. 2002 STOCK OPTION PLAN

                          (As amended on June 12, 2002)


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

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

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

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

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

          Board. The Board of Directors of the Corporation.

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

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

                                       1
<PAGE>

          Committee. The Committee provided for in Section 8.

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

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

          Corporation. Immunomedics, Inc., a Delaware corporation.

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

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

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

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

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

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

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

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

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

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

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

                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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

                                       4
<PAGE>

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

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

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

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

                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>

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

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

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

     8. Administration of Plan.

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

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

                                       7
<PAGE>

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

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


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

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

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

     9. Adjustments Upon Changes in Capitalization.

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

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

                                       8
<PAGE>

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

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

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

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

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

                                       9
<PAGE>

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

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


     12. Change in Control.

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

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

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

                                       10
<PAGE>

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

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

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

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

     13. Effectiveness and Termination of the Plan.

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

                                       11
<PAGE>

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

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

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

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

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

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

     15. Miscellaneous.

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

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

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

                                       12
<PAGE>

                                                                    EXHIBIT 10.7
                                SEVERANCE AGREEMENT

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

                              W I T N E S S E T H :

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

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

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

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

     1.   DEFINITIONS.

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

                                       1
<PAGE>

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

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

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

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

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

                                       2
<PAGE>

     2.   TRANSFER OF LIFE INSURANCE POLICY.

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

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

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

                                       3
<PAGE>

     3.   SEVERANCE COMPENSATION.

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

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

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

                                       4
<PAGE>

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

     4.   POLICY RESTRICTIONS.

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

     5.   AMENDMENT OF AGREEMENT.

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

     6.   ASSIGNMENT OF PURCHASE RIGHTS.

          Notwithstanding  anything  to the  contrary  in  this  Agreement,  Dr.
     Goldenberg  shall have the right at  anytime  to change  part or all of DMG
     Partnership's  rights to purchase  the  Universal  Life  Policy  under this
     Agreement  and  assign  such  rights  to any  person,  entity  or  trust by
     execution  of a  written  assignment  delivered  to  Immunomedics  and  DMG
     Partnership.
                                       5
<PAGE>

     7.   ENTIRE AGREEMENT.

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

     8.   BINDING AGREEMENT.

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

     9.   NOTICE.

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

     10.  GOVERNING LAW.

          This  Agreement,  and the rights of the  parties  hereunder,  shall be
     governed by and construed in  accordance  with the laws of the State of New
     Jersey.
                                       6

<PAGE>

     11.  COUNTERPARTS.

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

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

ATTEST:                      IMMUNOMEDICS, INC.

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

WITNESS:                     EMPLOYEE:


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

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

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

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

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

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

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

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

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

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

                                       7

<PAGE>

                               SEVERANCE AGREEMENT

                                   SCHEDULE A

                         UNIVERSAL LIFE INSURANCE POLICY


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

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







                                       8


<PAGE>

                                                                   EXHIBIT 10.24
________________________________________________________________________________
________________________________________________________________________________



                      CONTRIBUTION AND ASSIGNMENT AGREEMENT


                                     between


                            IBC Pharmaceuticals, LLC,



                                       and


                            IBC Pharmaceuticals, Inc.




                            Dated as of June 30, 2002


________________________________________________________________________________
________________________________________________________________________________


<PAGE>


                      CONTRIBUTION AND ASSIGNMENT AGREEMENT

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

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

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

     WHEREAS, Newco desires to acquire the Business.

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


                                    ARTICLE I
                             CONTRIBUTION OF ASSETS

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

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

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

                                       1
<PAGE>

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

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

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

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

          (i)  the Assignment Agreement; and

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

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

          (i)  the Shares; and

          (ii) the Instrument of Assumption.

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


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

                                       2
<PAGE>


                                   ARTICLE II
                      REPRESENTATIONS AND WARRANTIES OF IBC

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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

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

                                       4
<PAGE>

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

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

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF NEWCO

     Newco represents and warrants to IBC as follows:

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

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

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

                                       5
<PAGE>

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

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

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

                                   ARTICLE IV
                                  MISCELLANEOUS

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

         If to Newco:

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

                                       6
<PAGE>

         With a copy to:

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

         If to IBC:

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

         With a copy to:

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

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

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

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

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

                                       7
<PAGE>

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

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

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

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

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

                     [Remainder of page intentionally blank]

                                       8
<PAGE>




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

                                          IBC PHARMACEUTICALS, LLC


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


                                          IBC PHARMACEUTICALS, INC.


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

                                       9
<PAGE>


                                    Exhibit A


                              ASSIGNMENT AGREEMENT

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

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


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

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

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

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

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

                                       10
<PAGE>


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



                                               IBC PHARMACEUTICALS, LLC


                                               By:________________________
                                               Name:
                                               Title:


                                               IBC PHARMACEUTICALS, INC.


                                               By:________________________
                                               Name:
                                               Title:


                                       11
<PAGE>


                                   Schedule A

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

                                       12
<PAGE>


                                    Exhibit B

                            INSTRUMENT OF ASSUMPTION


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

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

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

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

                                       13
<PAGE>


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



                                                  IBC PHARMACEUTICALS, INC.


                                                  By:________________________
                                                  Name:
                                                  Title:



                                       14
<PAGE>


                                  EXHIBIT 21.1


                 SUBSIDIARIES OF THE COMPANY AS OF JUNE 30, 2002



o  Immunomedics, B.V.            100% owned subsidiary of Immunomedics, Inc.
   (Netherlands)

o  Immunomedics GmbH             100% owned subsidiary of Immunomedics, Inc.
   (Germany)

o  IBC Pharmaceuticals, Inc.     91.58% owned subsidiary of Immunomedics, Inc.
   (Delaware)


<PAGE>



                                  EXHIBIT 23.1


                         INDEPENDENT ACCOUNTANTS' CONSENT



The Board of Directors
Immunomedics, Inc.:

We consent to  incorporation  by reference in the  registration  statements (No.
333-90338) on Form S-3 and (Nos.  333-53224,  33-56844 and 33-16260) on Form S-8
of  Immunomedics,  Inc. of our report dated August 9, 2002,  with respect to the
consolidated  balance sheets of  Immunomedics,  Inc. and subsidiaries as of June
30, 2002 and 2001,  and the related  consolidated  statements of operations  and
comprehensive loss, changes in stockholders'  equity, and cash flows for each of
the years in the three-year  period ended June 30, 2002, which report appears in
the June 30, 2002 annual report on Form 10-K of Immunomedics, Inc.


                                                 KPMG LLP

Princeton, New Jersey
September 25, 2002