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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, pres
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