Agreement to Terminate Split-Dollar Agreement, dated December 26, 2007



 Exhibit 10.1 
 TERMINATION AGREEMENT 
 This Termination Agreement (this “Agreement”) is entered as
of December 26, 2007 between Immunomedics, Inc. (the “Company”) and Eva J. Goldenberg, Deborah S. Goldenberg, Denis C. Goldenberg, Neil A. Goldenberg and Lee R. Goldenberg, the Trustees of the David M. Goldenberg Insurance
Trust dated August 5, 1994 (“Trustees”, and together with the Company, the “Parties”). 
 W I T N E S S
E T H: 
 WHEREAS, the Parties have entered into that certain Split-Dollar Insurance Agreement dated as of September 19, 1994 (the
“Insurance Agreement”), pursuant to which the Company agreed to provide insurance protection for Dr. David M. Goldenberg under the terms, and subject to the conditions, of the Insurance Agreement; and 
 WHEREAS, the Parties deem it advisable, and in their respective best interests, to terminate the Insurance Agreement in accordance with the terms of this
Agreement. 
 NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained in this Agreement
and intending to be legally bound, the Parties agree as follows: 
 1. Termination of the Insurance Agreement and Surrender of the Related
Policy. The Parties hereby agree to terminate the Insurance Agreement in its entirety effective as of the date hereof and, in connection therewith, surrender the related insurance policy (New York Life Insurance Company Policy
No. 45277415).  
 2. Mutual Release. The Trustees hereby release the Company, its subsidiaries, and affiliated,
predecessor, and successor corporations and business entities, past, present and future, and their partners, agents, directors, officers, employees, executives, shareholders, investors, representatives, and attorneys, past, present and future, and
their heirs, executors, administrators, and assigns, and all persons acting by, through, under or in concert with any of them (collectively, “Company Releasees”), and the Company, for itself and on behalf of its employees, officers,
directors, shareholders, agents and affiliates, hereby releases the Trustees from all actions, causes of action, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, expenses of any
nature whatsoever, in law or equity, known or unknown, suspected or unsuspected, fixed or contingent, which any of the Trustees or the Company ever had, now has, or hereafter may have against each or any of the Company Releasees or the Trustees,
respectively, from the beginning of time to the date hereof arising from, or relating to, the Insurance Agreement or the termination of the Insurance Agreement hereunder (collectively, the “Claims”). 
 3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to the
conflicts of laws principles thereof. 
 4. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with
regard to the subject matter hereof and supersedes all prior agreements or understandings whether written or oral, between the Parties with regard to the subject matter hereof. 
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 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date first written above.

  

			
	IMMUNOMEDICS, INC.
		
	By:	 	 /s/ Gerard G. Gorman

	Name:	 	Gerard G. Gorman
	Title:	 	Senior Vice President, Finance and Business
		 	Development and Chief Financial Officer


  

			
	TRUSTEES OF THE DAVID M. GOLDENBERG INSURANCE TRUST
		
	By:	 	 /s/ Eva J. Goldenberg

		 	Eva J. Goldenberg, Trustee
		
	By:	 	 /s/ Deborah S. Goldenberg

		 	Deborah S. Goldenberg, Trustee
		
	By:	 	 /s/ Denis C. Goldenberg

		 	Denis C. Goldenberg, Trustee
		
	By:	 	 /s/ Neil A. Goldenberg

		 	Neil A. Goldenberg, Trustee
		
	By:	 	 /s/ Lee R. Goldenberg

		 	Lee R. Goldenberg, Trustee


  

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