Form of Warrant issued by the Company dated December 27, 2011



 Exhibit 10.2 
 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. 

IMMUNOMEDICS, INC. 
 WARRANT TO PURCHASE COMMON STOCK 
 Warrant No.: CS-1 
 Number of Shares of Common Stock: 1,000,000 

Date of Issuance: December 27, 2011 (“Issuance Date”) 
 Immunomedics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, UCB
Pharma S.A. (“UCB”), the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below)
then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the
Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), One Million (1,000,000) fully paid nonassessable shares of Common Stock, par value $0.01 per share, subject to adjustment as provided herein (the
“Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 11. This Warrant is issued pursuant to that certain Amendment Agreement, dated as of
December 27, 2011, by and between the Company and UCB (the “Amendment Agreement”). 
 1. EXERCISE OF
WARRANT. 
 (a) Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant
may be exercised by the Holder on any time or times on or after the Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the
Holder’s election to exercise this Warrant and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash or by wire transfer of immediately available funds. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original
Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the third (3rd) Business Day following the date on which the Company has received each of the Exercise Notice and the








 
Aggregate Exercise Price (the “Exercise Delivery Documents”) (the “Share Delivery Date”), the Company shall cause its transfer agent to issue and dispatch by
overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its
own expense, issue a new Warrant (in accordance with Section 5(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to
which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded to the nearest whole number. 

(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $8.00 per share, subject to adjustment
as provided herein. 
 (c) Reservation of Warrant Shares. The Company covenants that it will at all times reserve and
keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares
which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (after giving effect to the adjustments of Section 2,
if any). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities
exchange or automated quotation system upon which the Common Stock may be listed. 
 2. ADJUSTMENT OF EXERCISE PRICE AND
NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares purchasable hereunder are subject to adjustment from time to time as follows: 
 (a) Reorganization. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be a reorganization (other than a Change of Control, combination,
reclassification, exchange or subdivision of shares otherwise provided for herein), then, as a part of such reorganization, lawful provision shall be made so that the Holder of this Warrant shall be entitled to receive upon proper exercise of this
Warrant at or prior to the closing of such transaction and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such


  
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reorganization that a holder of the shares of Common Stock would be entitled to receive in such transaction. If the per-share consideration payable to the Holder hereof for shares of Common Stock
in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. 

(b) Reclassification, etc. If the Company, at any time while this Warrant, or any portion hereof, remains outstanding and
unexpired by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to
such reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 2. 

(c) Split, Subdivision or Combination of Shares. If the Company at any time while this Warrant, or any portion hereof, remains
outstanding and unexpired shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities of the same class, the Exercise Price for such securities shall be proportionately
decreased in the case of a split or subdivision or proportionately increased in the case of a combination. Upon each adjustment in the Exercise Price pursuant to this subsection, the number of shares of such securities purchasable hereunder shall be
adjusted, to the nearest whole share, to the product obtained by multiplying the number of shares purchasable immediately prior to such adjustment in the Exercise Price by a fraction, the numerator of which shall be the Exercise Price immediately
prior to such adjustment and the denominator of which shall be the Exercise Price immediately thereafter. 
 (d) Adjustments
for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding and unexpired the holders of the securities as to which purchase rights under this Warrant exist at the time shall have
received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the
Company by way of dividend (except for distributions specifically provided for in the foregoing subsection (b) and (c) of this Section 2), then and in each case, this Warrant shall represent the right to acquire, in addition to
the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the
Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including
the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 2.


  
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 (e) Other Events. Neither the Exercise Price nor the number of Warrant Shares shall
be adjusted in the event of a change in the par value of the Common Stock or a change in the jurisdiction of incorporation of the Company. 
 3. TRANSFERS; LOCK-UP/STANDOFF AGREEMENT; INVESTMENT REPRESENTATIONS. 

(a) Unregistered Security. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”), and the Holder agrees not to sell, pledge, distribute, offer for sale, transfer, assign or otherwise dispose of this Warrant, any Warrant Shares issued upon its exercise or any Common Stock issued
upon conversion of the Warrant Shares or any interest in any of the foregoing (each, a “Transfer”) in the absence of (i) an effective registration statement under the Securities Act as to this Warrant, such Warrant Shares or
such Common Stock and registration or qualification of this Warrant, such Warrant Shares or such Common Stock under any applicable federal or state securities law then in effect or (ii) an opinion of counsel, which opinion and counsel shall be
satisfactory to the Company in its sole discretion, that such registration and qualification are not required. 
 (b)
Transferability. This Warrant may not be Transferred, in whole or in part, except in compliance with applicable federal and state securities laws and with the prior written consent of the Company. 

(c) Warrant Register. The Company shall maintain a register containing the name and address of the Holder of this Warrant.
Until any Transfer of this Warrant is entered in the warrant register, the Company may treat the Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in
blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. The Holder may change its address as shown on the warrant register by written
notice to the Company requesting such change. 
 (d) Investment Representations. The Holder hereby represents and
warrants to the Company as of the date hereof, and each subsequent holder of this Warrant represents and warrants to the Company as of the date and by virtue of its acquisition of this Warrant, as follows: 

(i) Experience. The Holder is experienced in evaluating and investing in private placement transactions of securities, and has
either individually or through its current officers such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of its prospective investment in the Company, and has the ability to
bear the economic risks of the investment. 
 (ii) Accredited Investor. The Holder is an “accredited investor”
within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act. 
 (iii) Purchase Entirely for Own Account. The Holder is acquiring this Warrant (and the Warrant Shares issuable upon exercise of this Warrant) for


  
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investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Holder further represents that it does not
have any contract, undertaking, agreement or arrangement with any person to Transfer or grant participation to any third person with respect to this Warrant or any of the Warrant Shares. 

(iv) Restricted Securities. The Holder acknowledges that this Warrant (and the Warrant Shares issuable upon exercise of this
Warrant) must be held until registered under the Securities Act or an exemption from such registration is available under the provisions of Rule 144 of the Securities Act. The Company will effect the removal of Rule 144 restriction legends on the
Warrant Shares when the conditions for such removal are met. 
 (v) Legends. The Holder acknowledges that, to the extent
applicable, each certificate evidencing any shares of Common Stock or other securities issued upon exercise of this Warrant shall be endorsed with the legend substantially in the form set forth below, as well as any additional legend as may be from
time to time imposed or required by the Company’s Bylaws or applicable securities laws: 
 “THE SHARES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 

(vi) Access to Data. The Holder has received and reviewed information about the Company and has had an opportunity to discuss the
Company’s business, management and financial affairs with its management and to review the Company’s facilities. The Holder believes it has received all the information it considers necessary or appropriate for deciding whether to invest
in the Company’s securities. The Holder understands and acknowledges that such discussions, as well as any written information issued by the Company, (x) were intended to describe the aspects of the Company’s business and prospects
which the Company believes to be material, but were not necessarily an exhaustive description and (y) may have contained forward-looking statements involving known and unknown risks and uncertainties which may cause the Company’s actual
results in future periods or plans for future periods to differ materially from what was anticipated and that no representations or warranties were or are being made with respect to any such forward-looking statements or the probability of achieving
any of the results projected in any of such forward-looking statements. 
 4. NOTICES OF CERTAIN TRANSACTIONS. In case:

 (a) the Company shall establish a record date for determining the holders of its Common Stock (or other stock or securities
at the time deliverable upon the exercise of this Warrant) entitled to receive any dividend or other distribution, or to receive any right to 

  
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subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right, or 
 (b) of any capital reorganization of the Company, any reclassification of the
capital stock of the Company, any consolidation or merger of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any
transfer of all or substantially all of the assets of the Company, or 
 (c) of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, 
 then, and in each such case, the Company shall mail or cause to be mailed to the Holder of this
Warrant a notice specifying, as the case may be, (i) the record date for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right or (ii) the effective date on which
such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or
securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up) are to be determined. 
 5. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its governing documents, or through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the
provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable
upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant, and (iii) shall, so long as the Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of
effecting the exercise of this Warrant, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant then outstanding. 
 6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to
vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this
Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant 

  
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Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the
Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. 

7. REISSUANCE OF WARRANTS. 
 (a) Transfer of Warrant. If this Warrant is to be transferred in accordance with Section 15, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue
and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than
the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

 (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and
cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant. 

(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the
right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given. 

(d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being
issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not
exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions
as this Warrant. 
 8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided
herein, such notice shall be given in accordance with instructions provided to the Company by the Holder under the Original Collaboration Agreement as defined 

  
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in the Amendment Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such
action and the reason therefor. 
 9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this
Warrant may not be amended without the written consent of the Holder and the Company. 
 10. GOVERNING LAW. This Warrant
shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. 

11. ARBITRATION. Except as otherwise provided in this Warrant, any controversy or dispute arising out of this Warrant,
interpretation of any of the provisions hereof shall be submitted to arbitration in New York, New York before the American Arbitration Association under the commercial arbitration rules then obtaining of said Association. Any award or decision
obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. No action at law or in equity based upon any claim arising
out of or related to this Warrant shall be instituted in any court by any holder of this Warrant, except (i) an action to compel arbitration pursuant to this Section 11 or (ii) an action to enforce an award obtained in an
arbitration proceeding in accordance with this Section 11, in which case, the provisions of Sections 12 and 13 shall apply. For the avoidance of doubt, the provisions of Sections 12 and 13 shall
be subordinate to and shall only apply in connection with an action at law or in equity based upon clauses (i) and/or (ii) of the immediately preceding sentence of this Section 11. 

12. CONSENT TO JURISDICTION. EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL ACTIONS TO ENFORCE AN ARBITRATOR’S DECISION
PURSUANT TO SECTION 11 OF THIS AGREEMENT SHALL BE INSTITUTED AND LITIGATED ONLY IN FEDERAL, STATE OR LOCAL COURTS SITTING IN NEW YORK, NEW YORK AND EACH OF SUCH PARTIES HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURT AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. 
 13. WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS WARRANT OR ANY OF THE RELATED AGREEMENTS OR UNDER OR IN CONNECTION WITH ANY AMENDMENT,
INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS WARRANT OR ANY RELATED AGREEMENT, AND AGREES THAT ANY SUCH
ACTION SHALL BE TRIED BEFORE AN ARBITRATOR AS SET FORTH IN SECTION 11 AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS WARRANT. 

  
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 14. REPRODUCTION OF DOCUMENTS. This Warrant and all documents relating hereto,
including, but not limited to, (i) consents, waivers, amendments and modifications which may hereafter be executed, and (ii) certificates and other information previously or hereafter furnished, may be reproduced by any photographic,
photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in
evidence. 
 15. TRANSFER. This Warrant may not be offered for sale, sold, transferred or assigned without the consent of
the Company. 
 16. SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be
invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the
invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties
as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization
of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close
as possible to that of the prohibited, invalid or unenforceable provision(s). 
 17. CERTAIN DEFINITIONS. For purposes of
this Warrant, the following terms shall have the following meanings: 
 (a) “Business Day” means any day other
than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed. 
 (b) “Change of Control” means (i) a merger, consolidation or reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent
(50%) of the total and combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly, by the persons who beneficially owned the Company’s
outstanding voting securities immediately prior to such transaction; or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety, occurring within a
12-month period, and representing, at a minimum, not less than fifty percent (50%) of the total gross fair market value of all assets of the Company, to any person, entity, or group of 

  
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persons acting in consort, other than a sale, transfer or disposition to: (A) a shareholder of the Company in exchange for or with respect to its stock; (B) an entity, 50 percent or
more of the total value or voting power of which is owned, directly or indirectly, by the Company; (C) a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power
of the outstanding stock of the Company; or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned by a person described in (C); or (iii) any transaction or series of related transactions
pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (other than the Company or a person that, prior to such transaction or
series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange Act of
1934, as amended) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after the
consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s stockholders; or
(iv) a change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases by reason of one or more contested elections for Board membership to be comprised of
individuals whose election is endorsed by a majority of the members of the Board immediately before the date of election. A transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in the same proportions by the persons who held the Company’s securities immediately before such transaction. 

(c) “Common Stock” means (i) the Company’s shares of Common Stock, par value $0.01 per share, and
(ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock. 
 (d) “Expiration Date” means the earlier of (i) December 27, 2016 or, if such date falls on a day other than a Business Day or on which trading does not take place on the
Principal Market (a “Holiday”), the next day that is not a Holiday, and (ii) a Change of Control. 
 (e)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to
be duly executed as of the Issuance Date set out above. 
  

					
	IMMUNOMEDICS, INC.
		
	By:	 	 /s/ Cynthia L. Sullivan

		 	Name:	 	Cynthia L. Sullivan
		 	Title:	 	President & CEO



  
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 EXHIBIT A 
 EXERCISE NOTICE 
 TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS 
 WARRANT TO PURCHASE COMMON STOCK 
 IMMUNOMEDICS, INC. 
 The undersigned holder hereby exercises the right to
purchase                      of the Common Stock (“Warrant Shares”) of Immunomedics, Inc., a Delaware corporation (the
“Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made with respect to
                     Warrant Shares. 
 2. Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $             to the Company in accordance
with the terms of the Warrant. 
 3. Delivery of Warrant Shares. The Company shall deliver to the holder
                     Warrant Shares in accordance with the terms of the Warrant. 
 Date:                          ,         

  

			
	  

	Name of Registered Holder
		
	By:	 	  

		 	Name:
		 	Title:








 ACKNOWLEDGMENT 

The Company hereby acknowledges this Exercise Notice and hereby directs [Insert name of current Transfer Agent] to issue the above
indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated [                 ], 201[  ] from the Company and
acknowledged and agreed to [Insert name of current Transfer Agent]. 
  

			
	IMMUNOMEDICS, INC.
		
	By:	 	  

		 	Name:
		 	Title: