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Related Party Transactions
12 Months Ended
Jun. 30, 2017
Related Party Transactions  
Related Party Transactions

13.     Related Party Transactions

Certain of the Company’s affiliates, including members of its senior management and Board of Directors, as well as their respective family members and other affiliates, have relationships and agreements among themselves as well as with the Company and its affiliates, that create the potential for both real, as well as perceived, conflicts of interest. These include Dr. David M. Goldenberg, the Company’s Chief Scientific Officer, Chief Patent Officer and former Chairman, Ms. Cynthia L. Sullivan, a director and the former President and Chief Executive Officer, who is the wife of Dr. David M. Goldenberg, and certain companies with which the Company does or has done business with, including the Center for Molecular Medicine and Immunology (“CMMI”), which has ceased operations, and IBC, the Company’s majority-owned subsidiary.

Dr. David M. Goldenberg 

Dr. David M. Goldenberg founded Immunomedics in 1982 and was the Company’s Chairman of the Board of Directors through April 4, 2017. He continues to play a critical role in the Company’s business and currently serves as the Chief Scientific Officer and Chief Patent Officer. Dr. Goldenberg is a party to a number of agreements with the Company involving not only his services, but intellectual property owned by him.

 

Relationships with The Center for Molecular Medicine and Immunology

The Company’s product development has involved, to varying degrees, CMMI, for the performance of certain basic research and patient evaluations, the results of which are made available to the Company pursuant to a collaborative research and license agreement. Dr. Goldenberg was the founder, President and a member of the Board of Trustees of CMMI.

In fiscal years ended June 30, 2017, 2016 and 2015, the Company incurred $6 thousand, $27 thousand, and $33 thousand, respectively, of legal expenses for patent related matters for patents licensed to Immunomedics from CMMI. However, any inventions made independently of the Company at CMMI are the property of CMMI. CMMI has ceased operations and is in the process of dissolution.

IBC Pharmaceuticals

IBC is a majority-owned subsidiary of Immunomedics, Inc. 

As of June 30, 2017, the shares of IBC were held as follows:

 

 

 

 

 

 

Stockholder

    

Holdings

    

Percentage of Total

 

Immunomedics, Inc.

 

5,615,124 shares of Series A Preferred Stock

 

73.46

%

Third Party Investors

 

628,282 shares of Series B Preferred Stock

 

8.22

%

David M. Goldenberg Millennium Trust

 

1,399,926 shares of Series C Preferred Stock

 

18.32

%

 

 

 

 

100.00

%

In the event of a liquidation, dissolution or winding up of IBC, the Series A, B and C Preferred Stockholders would be entitled to $0.6902,  $5.17 and $0.325 per share (subject to adjustment), respectively. The Series A and B stockholders would be paid ratably until fully satisfied. The Series C stockholders would be paid only after the Series A and B stockholders have been fully repaid. These liquidation payments would be made only to the extent the assets of IBC are sufficient to make such payments.

In each of the fiscal years 2017, 2016, and 2015, Dr. Goldenberg received $41 thousand, $87 thousand, and $84 thousand, respectively, in compensation for his services to IBC. At June 30, 2017, Dr. Goldenberg was a director of IBC, and Cynthia L. Sullivan served as the President of IBC.