EXHIBIT 2.E.
Agreement, dated as of February 10, 1997, between Xxxxxxxxx Xxxxxxxxx
(formerly Xxxxxxxxx Xxxxxxxxxx), residing at 00 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxx
Xxxxxx 00000 ("HG") and Xxxxx X. Xxxxxxxxxx, residing at 000 Xxxxxxxx Xxxxxx
Xxxx, Xxxxxxx, Xxx Xxxxxx 00000 ("DMG").
WHEREAS, HG and DMG are parties to an agreement (the "Settlement
Agreement"), dated as of December 24, 1996, as modified as of February 10, 1997
(the "Modification Agreement"), which, among other things, provides for the
equitable distribution of shares of common stock, par value $.01 per share (the
"Common Stock"), of Immunomedics, Inc. (the "Company");
WHEREAS, pursuant to the Settlement Agreement and the Modification
Agreement, among other things, (i) HG has agreed to certain quarterly and annual
limitations on her sales of Common Stock; and (ii) HG has agreed execute such
documents as are necessary to grant to DMG the right to vote all of her shares
of Common Stock; and
WHEREAS, HG and DMG desire to embody such agreements in a separate
agreement;
NOW, THEREFORE, it is hereby agreed as follows:
1. HG has voluntarily consented, to sell no more than 1,000,000 shares
of Common Stock received or retained by her pursuant to the Settlement Agreement
per year, selling no more than 250,000 shares per quarter. However, HG and DMG
agree that HG shall sell no further shares of Common Stock until January 16,
1997. Moreover, the quarterly and annual limitations set forth herein will
commence January 16, 1997. The first 35,000 shares sold by HG after the date
hereof shall not count towards the limits set forth herein. The restriction in
this Paragraph 1 shall not apply to the tender by HG of her shares in connection
with a tender offer or merger or similar transaction where a purchase of all of
the Common Stock is contemplated.
2. HG shall execute any and all documents necessary to grant to the DMG
the right to vote all of her shares of Common Stock. DMG shall, in good
conscience, vote these shares in a fashion that he believes, in his sole and
uncontrolled discretion, to be in the best interests of the Company.
3. This Agreement shall be construed in accordance with and governed by
the laws of the State of New Jersey applicable to contracts made and to be
performed wholly within such state.
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4. In the event of an inconsistency between any provision of this
Agreement and any provision of the Settlement Agreement, as modified by the
Modification Agreement, the Settlement Agreement, as modified by the
Modification Agreement, shall govern.
5. This Agreement may be executed in any number of counterparts and each
such duplicate counterpart shall constitute an original, any one of which may be
introduced in evidence or used for any other purpose without the production of
its duplicate counterpart. Moreover, notwithstanding that any of the parties did
not execute the same counterpart, each counterpart shall be deemed for all
purposes to be an original, and all such counterparts shall constitute one and
the same instrument, binding on all of the parties hereto.
6. This Agreement may be amended, modified, superseded, canceled,
renewed or extended, and the terms or covenants hereof may be waived, only by an
instrument executed by the party to be charged, or in the case of a waiver, by
the party waiving compliance.
7. The failure of either party at any time or times to require
performance of any provision of this Agreement in no manner shall affect the
right at a later time to enforce the same. No waiver by either party of a breach
of any term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such breach, or a waiver of any other term
or covenant contained in this Agreement.
8. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective legal representatives, heirs, successors and
permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
\s\ Xxxxx X. Xxxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxxx
\s\ Xxxxxxxxx Xxxxxxxxx
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Xxxxxxxxx Xxxxxxxxx (formerly
Xxxxxxxxx Xxxxxxxxxx)
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