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Exhibit
10.40
TERMINATION
AGREEMENT
This Termination Agreement
(this “ Agreement ”) is entered as of
September 7, 2007 between Immunomedics, Inc. (the “
Company ”) and Eva J. Goldenberg, Deborah S.
Goldenberg, Denis C. Goldenberg and Neil A. Goldenberg, the
Trustees of the David M. and Hildegard Goldenberg Irrevocable
Insurance Trust dated January 21, 1992 (“
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 April 2, 1992 (the “ Insurance Agreement
”), pursuant to which the Company agreed to provide insurance
protection for members of David M. Goldenberg’s family under
the terms, and subject to the conditions, of the Insurance
Agreement;
WHEREAS, the Trustees
acknowledge that the insurance policy referenced in Article III of
the Insurance Agreement has not been purchased; 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 . The Parties hereby agree to terminate the
Insurance Agreement in its entirety effective as of the date
hereof.
2. 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
an
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