venBio Calls on Immunomedics Stockholders to Support Meaningful Change

NEW YORK–(BUSINESS WIRE)– venBio Select Advisor LLC (“venBio”), the beneficial owner of
approximately 10.5 million shares, or 9.9%, of Immunomedics, Inc.
(NASDAQ:IMMU) (“Immunomedics” or the “Company”) and its largest
stockholder, today sent a letter to Immunomedics stockholders in
connection with venBio’s nomination of four highly-qualified candidates
– Scott Canute, Peter Barton Hutt, Dr. Khalid Islam, and Dr. Behzad
Aghazadeh – for election to the Company’s Board of Directors (the
“Board”) at the upcoming 2016 Annual Meeting of Stockholders, which is
currently scheduled to be held on February 16, 2017.

The full text of the letter follows:

January 30, 2017

Dear Fellow Stockholders:

As we have repeatedly stressed, we believe that change is needed
urgently at Immunomedics to arrest the disturbing
trend of underperformance and mismanagement that has dogged the Company
for years. Under the right oversight, we believe that significant
value can finally be unlocked for Immunomedics’ stockholders. That
is why we have nominated four highly-qualified director candidates who
possess an optimal mix of pharmaceutical development background,
commercial manufacturing expertise and pharmaceutical deal making
experience, which we ultimately believe is necessary for turning
around the Company.

In contrast, a decades-long history of strategic
missteps, coupled with concerning behavior throughout this contested
proxy situation, suggests that the current Board and management
are not willing to act successfully in the best interest of stockholders.

Adam Feuerstein, a reporter at investment publication TheStreet,
summarized this sentiment well in a recent article, noting: “Thirty-five
years of continuous R&D without an approved drug is an astounding record
of futility, made worse by feckless corporate governance that has
allowed [Dr. David] Goldenberg and [his wife, CEO Cynthia] Sullivan to
each make millions of dollars in salary, bonuses, related-party
consulting fees and stock grants, all at shareholder expense.”¹

Given the fact that the Company’s management has attempted to further
entrench itself under the guise of appointing supposedly “independent”
new directors, we want to take this opportunity to clarify some key
points around our position and some of the misinformation that has been
pushed by Immunomedics.

Immunomedics continues to mislead stockholders.

While the Company continues to argue that the newly appointed Board is
entirely independent and qualified in their roles, we strongly believe
this is not the case. In our view, the Company’s
appointment of these new Board members was no more than a smoke screen
to appear to respond to our criticisms, and does not accurately
address the corporate governance and Board oversight issues plaguing
Immunomedics.

The Company also continues to make, in our view, incorrect statements in
order to mislead stockholders during this contested proxy process:

• That venBio intends to gain control of the Company without paying
  stockholders a control premium. This assertion is a blatant attempt on
  behalf of the Company to mislead investors. In
  reality, three out of our four highly-qualified nominees are
  independent of venBio, meaning that electing all of venBio’s nominees
  will not result in venBio gaining control of Immunomedics.
• That a change in Board composition could lead to a loss of the
  Company’s net operating loss carryforwards (“NOLs”). This
  is completely untrue – a change in the Board will not affect the
  Company’s NOLs. The only difference will be that the Company
  will finally benefit from the Board oversight that stockholders so
  sorely deserve.
• That certain Golden Parachute provisions would be triggered by a
  change in Board composition. The Company fails to mention that the
  Board can easily avoid this situation by endorsing venBio’s nominees
  immediately before the date of election for the narrow purpose of not
  triggering the Golden Parachutes. Ultimately, triggering any
  accelerated vesting of stock options under the Golden Parachutes is up
  to the Board and would be the true test of whether they are willing to
  do what is in the best interests of stockholders. After decades of
  mismanagement and self-enrichment, it is
  reprehensible for the Company to attempt to hold stockholders hostage
  to additional threats of how they have yet another means to pad their
  pockets with stockholders’ cash.
• We believe the Company is also claiming that venBio plans to dilute
  stockholders, when in reality, Immunomedics
  recently asked for stockholders to authorize issuing 40MM new shares.
• That venBio has been unreasonable in settlement discussions with
  Immunomedics while the Company has been “constructive.” The
  truth is that the Company unilaterally terminated a non-disclosure
  agreement on January 9^th,
  2017, that was in place to facilitate such discussions, after inviting
  us only a few days earlier to submit our proposal to the Board of
  Immunomedics. While we welcome further discussions with the
  Company in an effort to reach a negotiated agreement, Immunomedics has
  so far only proposed maintaining the status quo and not providing the
  opportunity to address the issues that have plagued this Company. Real,
  substantial change is needed at Immunomedics to drive value for all
  stockholders.

As stated in our proposed slate’s 100-day plan (see our presentation
available at: http://www.okapivote.com/immunomedics/),
venBio’s main objectives remain clear and consistent: to seek the
optimal strategic relationship to advance the IMMU-132 drug candidate
for triple negative breast cancer, to restore independent and competent
corporate governance, and to identify and execute on a path to value
creation for stockholders. The election of our nominees will not alter
the structure of the Company. Rather, it would provide the qualified
oversight and corporate governance, as well as alignment with
stockholder interests, which the Company has been lacking.

Newly-appointed Immunomedics Board doesn’t have what it takes to
advance IMMU-132.

Immunomedics has undergone decades of value destruction and
underperformance under the oversight of a Board characterized by
cronyism and a lack of credibility. A recent Wells Fargo research note,
which downgraded the Company’s rating, reflects this, stating that, “a
series of management missteps [that] have shaken our confidence in
IMMU’s ability to create sustainable shareholder value.”²

We do not view the recent Board changes as
remediating this situation.

One might be inclined to commend the Company for, after years of
mismanagement and self-enrichment, finally paying attention to the need
to create value for all stockholders.

However, we believe that the Company’s newly-appointed Board members do
not possess the expertise necessary to advance IMMU-132 and to position
Immunomedics for long-term success. As detailed in our recent
presentation titled, “The Case for Change at Immunomedics” (http://www.okapivote.com/immunomedics/),
none of the newly appointed Board members have
overseen noteworthy value creation in roles that would be of relevance
to the issues facing Immunomedics.

Specifically, Immunomedics’ newly-appointed, interconnected Board
members lack the independence, as well as the manufacturing, regulatory
and pharmaceutical deal experience needed to right the course of the
Company. The potential value of IMMU-132 is offset by concerns regarding
management’s ability to realize this value through meaningful
partnership and efficient regulatory review, as leading sell-side
analyst Jim Birchenough at Wells Fargo has noted.³

Furthermore, we believe it is important to stress that any « strategic »
process sanctioned by Immunomedics’ hastily appointed Board ahead of the
already delayed Annual Meeting would deprive stockholders of the right
to voice their opinions regarding the optimal Board leadership to
represent the Company at this critical juncture. In fact, simply
dropping in this unqualified and opportunistic group of self-proclaimed
“independent Board members” does not change the fact that they are
unlikely in a position to execute on a deal that maximizes stockholder
value. Rather, it is much more likely that a hastily executed deal would
serve solely to satisfy management’s conflicted objective of
self-preservation and desire to claim credit.

In either case, this would follow a long line of poor decisions made
over the course of years under the guise of poor corporate governance.

There is only one chance to strike the right deal
to advance the IMMU-132 drug and position the Company for continued
success. For this to occur, a capable,
independent Board must be in place.

venBio’s four highly-qualified nominees are well-positioned to drive
stockholder value.

To position Immunomedics for long-term success, we need expertise in the
following areas:

• Pharmaceutical Development Background and Breast Cancer Expertise
• Manufacturing, Regulatory and Commercial Expertise
• Strong Corporate Governance Expertise
• Pharmaceutical Partnering/Deal Making Experience
• Capital Markets Expertise

Our independent nominees and advisors have the right qualifications
needed to advance IMMU-132, build stockholder value, and position the
Company for long-term value creation:

• Peter Barton Hutt is a renowned regulatory lawyer, a senior counsel
  with Covington & Burling, and teaches FDA law at Harvard.
• Scott Canute has served as President of global manufacturing and
  corporate operations for leading biopharmaceutical organizations,
  including Eli Lilly and Genzyme.
• Dr. Khalid Islam effectively managed Gentium as CEO during the
  late-stage development and approval of the Company’s late-stage asset,
  and acquisition by Jazz Pharmaceuticals.
• Dr. Richard Heyman, who would serve as a strategic advisor should our
  nominees be elected, served as CEO during the acquisitions of both
  Seragon Pharmaceuticals by Roche / Genetech and Aragon Pharmaceuticals
  by Johnson & Johnson. Additionally, he served on the Board of
  Directors of Receptos when it was acquired by Celgene.
• Dr. Behzad Aghazadeh is the Managing Partner and portfolio manager of
  the venBio Select Fund, focused on emerging-stage biotechnology
  companies, and IMMU’s largest stockholder.

Furthermore, our nominees are aligned with the best interests of
stockholders, as demonstrated by the market’s favorable response to our
nominees. “Supporting the venBio effort is likely the right choice,”
Feurstein stated in his recent TheStreet article. “I’m not a proxy
adviser like Institutional Shareholder Services, but if you ask for my
opinion, Immunomedics will benefit from a quick and clean (obviously
negotiated) separation from Goldenberg and Sullivan. The couple have
enriched themselves to the detriment of shareholders for too long.
Immunomedics has been around for 35 years and has not brought a single
drug to market.”⁴

venBio’s nominees have outlined a plan with clear objectives, namely, to
advance IMMU-132 by executing on the optimal strategic relationship at
the appropriate time and under the right terms that create true
stockholder value.

***

Taking steps to bring IMMU-132 to market is critical in order to reverse
the history of strategic missteps at Immunomedics and create lasting
value for stockholders. The Company has delayed the opportunity for
Immunomedics to realize value for too long and it is time to right the
course of the Company. You as stockholders have the right to ensure that
the Company is held accountable to hold its Annual Meeting of
Stockholders on February 16. The time for change is now, and venBio
strongly believes the Company has one chance to strike the right deal
that will maximize IMMU-132’s value and be in the best interests of
stockholders – and this process must not be rushed. The right
experience and expertise is necessary to ensure that this is the case.
That is why we urge you to vote for venBio’s four highly-qualified
nominees on the GOLD proxy card.

Vote FOR all four of venBio’s nominees on the GOLD Proxy Card today.

Sincerely,

Dr. Behzad Aghazadeh

IMPORTANT INFORMATION REGARDING THE VOTING PROCESS

Tell your Board what you think! Your vote is important. No matter how
many shares of Common Stock you own, please give venBio your proxy FOR
the election of the venBio Nominees.

In a proxy contest, only the latest dated proxy card or instruction form
counts. Please note that a vote against the Company’s nominees on the
White card is not the same as a vote for venBio’s nominees using the
GOLD proxy card or voting instruction form. To support venBio’s four
nominees, you must vote the GOLD proxy card or instruction form. If you
have previously voted on management’s White proxy card, a vote on the
GOLD proxy card or instruction form will count as long as it is your
latest dated vote.

If you have already voted any GOLD proxy card or instruction form
previously sent to you and have not accumulated additional shares since
that vote, your vote will automatically transfer to the new GOLD proxy
card or instruction form as of the January 24, 2017 record date and no
additional action is required. If you have accumulated additional
shares, you will have to take action on the new GOLD proxy card or
instruction form in order to have your full share position voted. To
vote the “GOLD proxy card” please follow the instructions on the voting
instruction form sent to you and vote electronically on www.proxyvote.com
or by phone with the number provided on the bottom of the GOLD form. In
order to vote electronically, you will need to locate your control
number, which will be the 16 digit number located inside a rectangular
box on the right hand side of the voting instruction form.
Alternatively, you can return the GOLD voting instruction form by mail
in the postage paid envelope provided to you.

If you have not received your GOLD proxy card or own less than 5,000
shares in any of your accounts, to vote these shares please follow these
steps:

1. Call your broker and request that your broker provide you with the 16
digit control number for all of your accounts for the venBio GOLD proxy
card regarding the Immunomedics meeting

2. Once you have all of your control numbers go to www.proxyvote.com
type in the control number and vote the GOLD proxy card

If you require additional assistance to vote your IMMU shares, please
call Okapi Partners at (855) 305-0857.

(212) 297-0720
Stockholders Call Toll-Free at: (855) 305-0857
E-mail:
info@okapipartners.com

About venBio Select Advisor LLC

venBio Select Advisor LLC (“venBio Select”) is the SEC registered
investment manager for venBio’s public markets strategy and its main
equity investment vehicle – the venBio Select Fund – which primarily
invests across the biotechnology and therapeutics sector. The venBio
Select Fund is managed by Dr. Behzad Aghazadeh, supported by a team of
seasoned professionals with advanced medical and scientific backgrounds,
and extensive investment experience in the biopharmaceutical industry.
The investment and business operations for venBio Select are based in
New York. venBio’s separate venture capital team operates and manages
their funds from San Francisco, partnering with industry leaders to
build biotechnology companies with a focus on novel therapeutics for
unmet medical needs.

About the Proxy Solicitation

venBio Select Advisor LLC, Behzad Aghazadeh, Scott Canute, Peter Barton
Hutt and Khalid Islam (collectively, the “Participants”) have filed with
the Securities and Exchange Commission (the “SEC”) a definitive proxy
statement and accompanying form of proxy to be used in connection with
the solicitation of proxies from the stockholders of Immunomedics (the
“Company”). All stockholders of the Company are advised to read the
definitive proxy statement and other documents related to the
solicitation of proxies by the Participants, as they contain important
information, including additional information related to the
Participants. The definitive proxy statement and an accompanying proxy
card is being furnished to some or all of the Company’s stockholders and
is, along with other relevant documents, available at no charge on the
SEC website at http://www.sec.gov/
or from Okapi Partners at 212-297-0720 or info@okapipartners.com.

Information about the Participants and a description of their direct or
indirect interests by security holdings is contained in the definitive
proxy statement on Schedule 14A filed by the Participants with the SEC
on December 6, 2016. This document is available free of charge from the
sources indicated above.

Warning Regarding Forward Looking Statements

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. FORWARD LOOKING
STATEMENTS CAN BE IDENTIFIED BY USE OF WORDS SUCH AS « OUTLOOK »,
« BELIEVE », « INTEND », « EXPECT », « POTENTIAL », « WILL », « MAY », « SHOULD »,
« ESTIMATE », « ANTICIPATE », AND DERIVATIVES OR NEGATIVES OF SUCH WORDS OR
SIMILAR WORDS. FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE ARE
BASED UPON PRESENT BELIEFS OR EXPECTATIONS. HOWEVER, FORWARD LOOKING
STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY
NOT OCCUR AS A RESULT OF VARIOUS RISKS, REASONS AND UNCERTAINTIES.
EXCEPT AS REQUIRED BY LAW, VENBIO AND ITS AFFILIATES AND RELATED PERSONS
UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENT, WHETHER
AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

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