Via Facsimile and U.S. Mail
Mail Stop 6010
June 27, 2005
Mr. Gerard G. Gorman
Vice President of Finance and Chief Financial Officer
Immunomedics, Inc.
300 American Road
Morris Plains, NJ 07950
Re: Immunomedics, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2004
Filed September 9, 2005
File No. 000-12104
Dear Mr. Gorman:
We have limited our review of your filing to those issues we
have addressed in our comments. In our comments we ask you to
provide us with information so we may better understand your
disclosure. Please be as detailed as necessary in your
explanation.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Item 7. - Management`s Discussion and Analysis of Financial
Condition
and ..., page 29
Research and Development, page 30
1. Please detail for us how the disclosures about your research
and
development projects are consistent with: (a) the specific
disclosures that we had requested in comment #2 of our comment
letter
dated April 24, 2002 and (b) the specific disclosures that you had
proposed in response to this comment in your letter dated May 8,
2002. Regarding (b), please provide us with the disclosures that
you
had proposed in conjunction with that response, but that you did
not
appear to include in the response submitted via EDGAR.
In addition, as you do not track expenses on the basis of each
individual compound under investigation, please tell us how you
manage, budget, or group the projects under development and why
management does not maintain and evaluate research and development
costs by project. In this regard, please provide us other
quantitative or qualitative disclosure that indicates the amount
of
resources being used on each project.
Furthermore, please tell us the amount or range of estimated costs
and timing to complete the phase in process and each future phase.
To the extent that information is not estimable, disclose those
facts
and circumstances indicating the uncertainties that preclude you
from
making a reasonable estimate.
Item 9A - Controls and Procedures, page 69
2. We note that your principal executive and principal financial
officers concluded that your "disclosure controls and procedures
were
adequate and effective to ensure that material information
relating
to [you] was made known to them by others within those entities,
particularly during the period in which this Annual Report on Form
10-K was being prepared." Please tell us how this disclosure
complies with Item 307 of Regulation S-K, as: (a) the definition
of
disclosure controls and procedures, in Exchange Act Rule 13a-15,
would appear to encompass more than just ensuring material
information was made known to them and (b) Item 307 appears to
indicate that the evaluation should have been as of the end of the
period covered by the Annual Report, not the period it was
prepared.
Form 10-Q for the Quarterly Period Ended March 31, 2005
Part I - Item 2. Management`s Discussion and Analysis of Financial
Condition ..., page 6
Results of Operations, page 20
Nine-Month Period Ended March 31, 2005 Compared to 2004, page 21
Litigation Settlement, page 12
3. Please tell us if and when you received the undisclosed
settlement
amount, how you have accounted for and presented it, and whether
it
is material to either your liquidity, financial position, or
results
of operations. If the undisclosed settlement amount is material,
please explain why the amount is not required to be disclosed by
either Items 303(a)(1) or (3) of Regulation S-K or Financial
Reporting Codification Section 501.04.
Please respond to these comments within 10 business days of
the
date of this letter or tell us when you will provide us with a
response. Please furnish a letter that keys your responses to our
comments and provides the requested information. Detailed letters
greatly facilitate our review. Please file your letter on EDGAR
under the form type label CORRESP.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing include all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision. Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Christine Allen, Staff Accountant, at (202)
551-3652 or Oscar Young, Senior Staff Accountant, at (202) 551-
3622
if you have questions regarding the comments. In this regard, do
not
hesitate to contact me, at (202) 551-3679.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief Accountant
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Mr. Gerard B. Gorman
Immunomedics, Inc.
June 27, 2005
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