10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

                 FORM 10-K                

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2009
	Or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ___________

Commission File No. 000-23143

_____________

PROGENICS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-3379479
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

_____________

777 Old Saw Mill River Road

Tarrytown, NY 10591

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (914) 789-2800

                      Securities registered pursuant to Section 12(b) of the Act:

              Title of each class                                                                                      Name of each exchange on which registered

                             Common Stock, par value $0.0013 per share                                                                                                                The NASDAQ Stock Market LLC

                   Securities registered pursuant to Section 12(g) of the Act: None

_____________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes o   No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

                                                                                                                                                                                                                         Yes x   No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

                                                                                                                                              ;                                                                                                 ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act:

Large Accelerated Filer  ¨	Accelerated Filer  x
Non-accelerated Filer  ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                 Yes o  No x

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant on June 30, 2009, based upon the closing price of the Common Stock on The NASDAQ Stock Market LLC on that date of $5.15 per share, was $69,591,796 (1).

(1)   Calculated by excluding all shares that may be deemed to be beneficially owned by executive officers, directors and five percent stockholders of the Registrant, without conceding that any such person is an “affiliate” of the Registrant for purposes of the Federal securities laws.

As of March 5, 2010, 32,229,627 shares of Common Stock, par value $.0013 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the Registrant’s definitive proxy statement to be filed in connection with solicitation of proxies for its 2010 Annual Meeting of Shareholders are hereby incorporated by reference into Part III of this Form 10-K where such portions are referenced.

TABLE OF CONTENTS

PART I
Item 1.	Business	2
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	24
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	(Removed and Reserved under recent SEC rules)	24
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	41
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	41
Item 9A.	Controls and Procedures	42
Item 9B.	Other Information	42
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	43
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	43
Item 14.	Principal Accounting Fees and Services	43
PART IV
Item 15.	Exhibits, Financial Statement Schedules	44
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1
SIGNATURES		S-1
EXHIBIT INDEX		E-1

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PART I

This document contains statements that do not relate strictly to historical fact, any of which may be forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. When we use the words “anticipates,” “plans,” “expects” and similar expressions, we are identifying forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. While it is impossible to identify or predict all such matters, these differences may result from, among other things, the inherent uncertainty of the timing and success of, and expense associated with, research, development, regulatory approval and commercialization of our products and product candidates, including the risks that clinical trials will not commence or proceed as planned; products appearing promising in early trials will not demonstrate efficacy or safety in larger-scale trials; clinical trial data on our products and product candidates will be unfavorable; our products will not receive marketing approval from regulators or, if approved, do not gain sufficient market acceptance to justify development and commercialization costs; competing products currently on the market or in development might reduce the commercial potential of our products; we, our collaborators or others might identify side effects after the product is on the market; or efficacy or safety concerns regarding marketed products, whether or not originating from subsequent testing or other activities by us, governmental regulators, other entities or organizations or otherwise, and whether or not scientifically justified, may lead to product recalls, withdrawals of marketing approval, reformulation of the product, additional pre-clinical testing or clinical trials, changes in labeling of the product, the need for additional marketing applications, declining sales or other adverse events.

We are also subject to risks and uncertainties associated with the actions of our corporate, academic and other collaborators and government regulatory agencies, including risks from market forces and trends; potential product liability; intellectual property, litigation, environmental and other risks; the risk that we may not be able to enter into a favorable collaboration or other relationships or that existing or future relationships may not proceed as planned; the risk that current and pending patent protection for our products may be invalid, unenforceable or challenged, or fail to provide adequate market exclusivity, or that our rights to in-licensed intellectual property may be terminated for our failure to satisfy performance milestones; the risk of difficulties in, and regulatory compliance relating to, manufacturing products; and the uncertainty of our future profitability.

Risks and uncertainties also include general economic conditions, including interest- and currency exchange-rate fluctuations and the availability of capital; changes in generally accepted accounting principles; the impact of legislation and regulatory compliance; the highly regulated nature of our business, including government cost-containment initiatives and restrictions on third-party payments for our products; trade buying patterns; the competitive climate of our industry; and other factors set forth in this document and other reports filed with the U.S. Securities and Exchange Commission (SEC). In particular, we cannot assure you that RELISTOR® will be commercially successful or be approved in the future in other formulations, indications or jurisdictions, or that any of our other programs will result in a commercial product.

We do not have a policy of updating or revising forward-looking statements, and we assume no obligation to update any statements as a result of new information or future events or developments. It should not be assumed that our silence over time means that actual events are bearing out as expressed or implied in forward-looking statements.

Available Information

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers, including Progenics, that file electronically with the SEC. You may obtain documents that we file with the SEC at http://www.sec.gov, and read and copy them at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. You may obtain information on operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We also make available our annual, quarterly and current reports and proxy materials on http://www.progenics.com.

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Item 1. Business

Progenics Pharmaceuticals, Inc. is a biopharmaceutical company focusing on the development and commercialization of innovative therapeutic products to treat the unmet medical needs of patients with debilitating conditions and life-threatening diseases. Our principal programs are directed toward supportive care, oncology and virology. We commenced principal operations in 1988, became publicly traded in 1997 and throughout have been engaged primarily in research and development efforts, developing manufacturing capabilities, establishing corporate collaborations and raising capital. All of our operations are conducted at our facilities in Tarrytown, New York.

In supportive care, our first commercial product is RELISTOR (methylnaltrexone bromide) subcutaneous injection, a first-in-class therapy for opioid-induced constipation approved for sale in over 40 countries worldwide, including the United States, the European Union, Canada, Australia and Brazil. Marketing applications are pending elsewhere throughout the world.

In October 2009, we and Wyeth Pharmaceuticals terminated our 2005 RELISTOR collaboration, as a result of which we regained all worldwide rights to RELISTOR. Under our Transition Agreement, Wyeth is continuing to market and sell RELISTOR for a U.S. Sales Period ending September 30, 2010 and an ex-U.S. Sales Period ending December 31, 2010. After this transition period, we will assume full control of and responsibility for future development and commercialization of RELISTOR. Shortly after the termination, Pfizer Inc. completed its previously-announced acquisition of Wyeth, which is now a wholly owned subsidiary of Pfizer.

We are pursuing a range of strategic alternatives for RELISTOR, including licensing, collaboration and/or strategic alliances with world-wide or regional partners, U.S. commercialization of the currently-approved product on our own or with pharmaceutical detailing and sales organizations and/or co-promotion of the franchise with a partner using our own sales force. Our October 2008 out-license to Ono Pharmaceutical of the rights to subcutaneous RELISTOR in Japan is unaffected by termination of the Wyeth collaboration.

With the reacquisition of our rights to RELISTOR, we will be required, to the extent such tasks are not undertaken by one or more partners, to address new technological, clinical and commercial challenges, including, if we choose to sell and support or co-promote RELISTOR, hiring a sales force, developing a commercial regulatory compliance program and otherwise building a commercial infrastructure. This will be particularly the case with the oral formulation of the drug, for which we have taken over development responsibilities as part of the reacquisition. We expect to continue to incur operating losses which could increase significantly as we expand clinical trial and other product development efforts that we choose or are obligated to undertake. See Supportive Care; Licenses; andRisk Factors.

In oncology, we are conducting a phase 1 clinical trial of a fully human monoclonal antibody-drug conjugate (ADC) directed against prostate specific membrane antigen (PSMA), a protein found at high levels on the surface of prostate cancer cells and also on the neovasculature of a number of other types of solid tumors. We are also developing therapeutic vaccines designed to stimulate an immune response to PSMA as an immunotherapy for prostate cancer. We are engaged in research to identify possible candidates that may be effective in blocking certain signaling pathways that are critical in the growth of aggressive cancers. See Oncology.

In virology, we are developing a viral-entry inhibitor -- a humanized monoclonal antibody, PRO 140 -- for human immunodeficiency virus (HIV), the virus that causes acquired immunodeficiency syndrome, or AIDS. We are developing the subcutaneous form of PRO 140 for treatment of HIV infection, which has the potential for weekly self-administration. In our hepatitis C efforts, we are evaluating second-generation HCV-entry inhibitors as possible development candidates. We are also engaged in research regarding a prophylactic vaccine against HIV infection and researching possible candidates that are HCV-entry inhibitors. See Virology.

Licensing and Collaboration. We seek out promising new products and technologies around which to build new development programs or enhance existing programs. We own the worldwide commercialization rights to each of our product candidates currently in development, and we are seeking collaboration partners to accelerate development of these candidates.

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Following is a summary of our principal programs and product candidates:

Lead commercial product	Approved indication	Status
Supportive Care
RELISTOR-Subcutaneous injection	Approved U.S. label: Treatment of opioid-induced constipation (OIC) in advanced-illness patients receiving palliative care when laxative therapy has not been sufficient (1)	Marketed in the U.S., E.U., Canada, Australia, Brazil and elsewhere.
Program/product candidates	Proposed therapeutic area	Status (2)
Supportive Care
RELISTOR-Subcutaneous injection	Treatment of OIC in patients with chronic pain not related to cancer	Phase 3
RELISTOR-Oral	Treatment of OIC	Expected to commence Phase 2b/3 trial in second half of 2010
Oncology
Prostate cancer
PSMA ADC	Treatment of prostate cancer	Phase 1
Recombinant protein vaccine (rsPSMA)	Immunotherapy for prostate cancer	Phase 1
Viral-vector vaccine (PSMA VRP)	Immunotherapy for prostate cancer	Phase 1
Evaluating multiplex phosphoinositide 3-kinase (PI3K) inhibitor development candidates	Treatment of cancer	Research
Virology
Human Immunodeficiency Virus (HIV)
PRO 140	Treatment of HIV infection	Phase 2 (3)
ProVax	Treatment and prevention of HIV infection	Research
Hepatitis C Virus (HCV) Evaluating HCV-entry development candidates	Treatment of HCV infection	Research

________________

(1)	RELISTOR is a Wyeth trademark which Progenics will acquire upon completion of the transition period following termination of our 2005 collaboration. The use of RELISTOR beyond four months has not been studied. Full U.S. prescribing information is available at www.RELISTOR.com. In this document, “RELISTOR” may refer to methylnaltrexone as it has been and is being developed and commercialized by or in collaboration with Progenics. Subcutaneous RELISTOR has received regulatory marketing approval for specific indications, and references to RELISTOR do not imply that any other form or possible use of the drug has received such approval.
(2)	Research means initial research related to specific molecular targets, synthesis of new chemical entities, assay development or screening for identification of lead compounds.
	Pre-clinical means a lead compound undergoing toxicology, formulation and other testing in preparation for clinical trials.
	Phase 1-3 clinical trials are safety and efficacy tests in humans:
	Phase 1: Initial evaluation of safety in humans; study method of action and metabolization.
	Phase 2: Evaluation of safety, dosing and activity or efficacy; continue safety evaluation.
	Phase 3: Larger scale evaluation of safety, efficacy and dosage.
(3)	Advancement of this program is subject to our obtaining pivotal clinical-trial funding, for which we have applied to government agencies.

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Supportive Care

It is estimated that in 2008 nearly 250 million prescriptions for opioid-based medications such as morphine and codeine were written in the U.S. to control moderate-to-severe pain in patients receiving palliative care, undergoing surgery, experiencing chronic pain or with other medical conditions. Opioids relieve pain by interacting with receptors located in the brain and spinal cord, but also activate receptors in the gut, often resulting in constipation, referred to as opioid-induced constipation or OIC. As a result of OIC, many patients may stop or reduce their opioid therapy, opting to endure pain in order to obtain relief from their OIC and its associated side effects.

RELISTOR, the first approved treatment for OIC that addresses the underlying mechanism of this condition, is a selective, peripherally acting, mu-opioid-receptor antagonist that decreases the constipating side effects induced by opioid pain medications in the gastrointestinal tract without diminishing the ability of these medications to relieve pain. Relief of OIC is an important need that is not adequately met by any other approved drug or intervention. Because of its chemical composition, RELISTOR has restricted access to the blood-brain barrier to enter the central nervous system, where pain is perceived. Outside the central nervous system, RELISTOR competes with opioid pain medications for binding sites on opioid receptors, displacing the pain medications only in the periphery and selectively “turning off” the constipating effects of those medications on the gastrointestinal tract without affecting pain relief occurring in the central nervous system.

Subcutaneous RELISTOR. In the second quarter of 2008 we began earning royalties on Wyeth’s sales of RELISTOR. RELISTOR net sales and related royalties earned through the end of 2009 are set forth below. Our recognition of royalty revenue for financial reporting purposes is explained in Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and our financial statements elsewhere in this document.

	2009
	First Quarter	Second Quarter	Third Quarter	Fourth Quarter	Full Year
	(in thousands)
Net Sales By Wyeth	$1,900	$3,200	$3,300	$3,900	$12,300
Royalties Earned	280	487	497	589	1,853

	2008
	Second Quarter	Third Quarter	Fourth Quarter	Full Year
	(in thousands)
Net Sales By Wyeth	$2,100	$800	$1,500	$4,400
Royalties Earned	321	117	227	665

Under the Transition Agreement, Wyeth has agreed to pay us the sum of $10.0 million in six quarterly installments and is continuing certain ongoing development efforts for subcutaneous RELISTOR, at its expense, through September 30, 2010. Wyeth’s international sales and marketing obligations during the ex-U.S. Sales Period are subject to certain extension and early transition options available to us. Wyeth will continue to pay royalties on worldwide sales as provided in the 2005 collaboration agreement except that no royalties will be payable in respect of ex-U.S. sales during (i) the fourth quarter of 2010 to the extent certain financial targets are not met or (ii) an extended ex-U.S. Sales Period in the subject country. Principal responsibility for regulatory submissions and interactions for all other formulations and presentations of RELISTOR will be transferred during and as part of the transition. Wyeth is also providing financial resources, aggregating up to approximately $14.5 million, and/or other assistance with respect to agreed-upon regulatory, manufacturing and supply matters. We have agreed to purchase Wyeth’s remaining inventory of subcutaneous RELISTOR at the end of the Sales Periods on agreed-upon terms and conditions.

Under its License Agreement from us, in June 2009, Ono began clinical testing in Japan of RELISTOR subcutaneous injection and is continuing development of the drug there. In August 2009, we and Wyeth announced submission to U.S. and E.U. regulators of applications for subcutaneous RELISTOR in pre-filled syringes, which are designed to ease preparation and administration for patients and caregivers.

We are also developing subcutaneous RELISTOR for treatment of OIC outside the advanced-illness setting, in individuals with chronic pain not related to cancer. We and Wyeth recently completed enrollment in a one-year, open-label safety study, results from which, together with results from a previous phase 3 efficacy trial, will support planned regulatory filings in early 2011 in the U.S., Europe and elsewhere for approval of RELISTOR to treat OIC in the chronic-pain setting.

4

Oral RELISTOR.As part of our reacquisition of RELISTOR, we have taken over development responsibilities for an oral formulation of RELISTOR for the treatment of OIC in patients with chronic, non-cancer pain. In March 2010, we announced that we plan to advance oral methylnaltrexone for the treatment of OIC into late stage clinical development and will commence a phase 2b/3 clinical trial of a methylnaltrexone tablet in chronic-pain patients in the second half of 2010.

*   *   *

Our oncology and virology product candidates are not as advanced in development as RELISTOR, and we do not expect any recurring revenues from sales or otherwise with respect to these product candidates in the near term.

Oncology

Prostate cancer is a common cancer affecting men in the U.S. and a leading cause of cancer deaths in men each year. The National Cancer Institute estimates that, based on rates from 2002-2004, one in six men will be diagnosed with this disease. The American Cancer Society estimated that 192,280 new cases of prostate cancer would be diagnosed and that 27,360 men would die from the disease in 2009 in the U.S. Conventional therapies, including radical prostatectomy, radiation, hormone therapies and chemotherapy, may have or increase the risk of side effects, including impotence, incontinence, high cholesterol levels and increased blood-clot risk, and some are generally not intended to be curative and are not actively used to treat localized, early-stage prostate cancer.

Through our PSMA Development Company, we conduct research and development programs relating to antibody and vaccine therapies directed against prostate specific membrane antigen, or PSMA, a protein that is abundantly expressed on the surface of prostate cancer cells as well as cells in the newly formed blood vessels of many other solid tumors. Our fully human monoclonal ADC is designed to deliver a chemotherapeutic agent to cancer cells by targeting the three-dimensional structure of the PSMA protein on these cells and binding to and internalizing within the cell. We believe a PSMA-directed therapy may have application in prostate cancer and solid tumors of other types of cancer. We are conducting a phase 1 dose-escalation clinical study, commenced in 2008, to assess PSMA ADC’s safety, tolerability and initial clinical activity in patients with progressive, castrate-resistant prostate cancer. We are pursuing strategic collaborations with biopharmaceutical companies to support development of PSMA ADC.

We have also initiated clinical study of a therapeutic vaccine utilizing viral vectors designed to deliver the PSMA gene to certain immune system cells in order to generate potent and specific immune responses to prostate cancer cells. In pre-clinical studies, this vaccine generated a potent dual response against PSMA, by both antibodies and killer T-cells, the two principal mechanisms used by the immune system to eliminate abnormal cells. In addition, we are developing a vaccine combining the PSMA cancer antigen (recombinant soluble PSMA) with an immune stimulant to induce an immune response against prostate cancer cells.

We recently presented data from preclinical studies of novel multiplex phosphoinositide 3-kinase (PI3K) inhibitors -- synthetic, small-molecule compounds identified by us that, in laboratory studies, blocked both PI3K, a key regulator of one molecular signaling pathway, and MNK, an oncogenic kinase in the Ras pathway. We believe simultaneously blocking these interlinked cellular pathways may provide a strategy to combat some of the most aggressive forms of cancer.

Virology

HIV. An estimated 33 million people worldwide are infected with HIV, which causes slowly progressing immune system deterioration resulting in AIDS. Although most prevalent in sub-Saharan Africa, the current commercial market is generally limited to the U.S. and Europe, where it is estimated over two million people are infected. HIV infects and kills cells that have the CD4 receptor on their surface, including critical immune system components such as T-lymphocytes, monocytes, macrophages and dendritic cells. The current standard of HIV care, known as combination therapy, slows progression of disease but is not a cure. HIV’s rapid mutation rate results in resistance to existing drugs, while dosing inconsistencies and toxic side effects further dilute their impact.

Viral entry inhibitors, such as our drug candidate PRO 140, represent the newest class of drugs for HIV patients. Our program is based on blocking the binding of HIV to CCR5, a co-receptor to CD4. CCR5 inhibitors such as PRO 140 do not block the entry of virus that uses CXCR4, a less ubiquitous co-receptor to CD4 that is used by some strains of HIV either exclusively or in addition to CCR5. At therapeutic concentrations tested to date, PRO 140 does not appear to interfere with CCR5’s normal function in the body’s inflammatory response. PRO 140 has been granted “Fast Track” status from the FDA, which facilitates development and expedites regulatory review of drugs intended to address unmet medical needs for serious or life-threatening conditions. We are developing the subcutaneous form of PRO 140 for treatment of HIV infection, which has the potential for weekly self-administration. Advancement of this program is subject to our obtaining pivotal clinical-trial funding, for which we have applied to government agencies.

5

    ProVax is our vaccine product candidate, under development for the prevention of HIV infection or as a therapeutic treatment for HIV-positive individuals, which is designed to stimulate the production of specific HIV neutralizing antibodies, a process that to date has been difficult to induce with vaccines currently in development. We have previously funded this project via a National Institutes of Health contract, and in June 2009, were awarded a five-year NIH grant totaling up to $14.5 million to continue this work, subject to annual funding approvals and customary compliance obligations.

    HCV. We are evaluating second-generation HCV-entry inhibitors as possible development candidates to treat the most common blood-borne infection in the U.S. and a major cause of chronic liver disease. According to the U.S. Centers for Disease Control and Prevention, an estimated 4.1 million Americans have been infected with HCV, of whom 3.2 million are chronically infected, with approximately 17,000 new infections in 2007; more than 170 million people worldwide are estimated to be infected. Chronic hepatitis C, an under-recognized disease which can lead to cirrhosis and ultimately liver failure, is now the most common reason for liver transplantation and the leading cause of liver cancer in the U.S.

Licenses

    Progenics and PSMA LLC are parties to license agreements under which we have in- and/or out-licensed rights to use certain technologies and materials. These licenses provide for various royalty, milestone and other payment, commercialization, sublicensing, patent prosecution and enforcement, insurance, indemnification and other obligations and rights, and are subject to certain reservations of rights. Our costs in defending patent rights, both our own and those we license, have historically not been material. Set forth below is a summary of the more significant of these licenses.

    RELISTOR

·The October 2009 Transition Agreement with Wyeth provides for the termination of our 2005 collaboration agreement and the transition to Progenics of responsibility for the development and commercialization of RELISTOR. Under it, Wyeth’s license of Progenics technology is terminated except as necessary for performance of Wyeth’s obligations during the transition period, and Wyeth has returned the rights to RELISTOR that we granted under the 2005 agreement.

Wyeth is continuing to market and sell RELISTOR worldwide in accordance with an agreed-upon commercialization plan. Wyeth will continue to market and sell RELISTOR through September 30, 2010 in the United States and through December 31, 2010 in the rest of the world other than Japan, subject to ex-U.S. country-by-country extensions, at Progenics’ option in certain circumstances, and ex-U.S. country-by-country early transition, at Progenics’ option. Wyeth shall continue to pay royalties as provided in the 2005 Agreement except that no royalties shall be payable in respect of ex-U.S. sales made during (i) the fourth quarter of 2010 to the extent that certain financial targets for such quarter are not met or (ii) an extended international sale period in the subject country. Wyeth has also agreed to pay us the sum of $10.0 million in installments through January, 2011, and, at its expense, is continuing certain ongoing development efforts for subcutaneous RELISTOR through September 30, 2010, including conducting specified clinical studies, and is providing support for developing specified new delivery mechanisms, in accordance with an agreed-upon development plan.

Progenics has assumed responsibility for development of oral RELISTOR, including conduct of clinical trials, and the parties are transitioning to Progenics responsibility for regulatory submissions and interactions for all other formulations and presentations of RELISTOR. Wyeth is providing financial resources and/or other assistance with respect to additional agreed-upon regulatory, manufacturing and supply matters, and Progenics has agreed to purchase Wyeth’s remaining inventory of subcutaneous RELISTOR at the end of its Sales Periods on agreed-upon terms and conditions. Wyeth has granted us a fully-paid up, irrevocable, exclusive (except as to Wyeth and its affiliates) license to relevant technology generated by Wyeth alone or in conjunction with Progenics during the course of our 2005 collaboration and during Wyeth’s performance of its Termination Agreement obligations, assigned or agreed to assign to us specified RELISTOR-related commercial intellectual property, including trademarks, Internet domain names and copyrights, and agreed not to assert against us or our affiliates, licensees or other third-party business partners any patent rights owned by Wyeth or its affiliates that would be infringed by unlicensed development or commercialization of RELISTOR. Progenics now controls filing, prosecution, abandonment and enforcement against third party infringers of the patent rights related to its technology and those licensed to it by Wyeth. The Termination Agreement also provides for transfer of development, manufacturing and commercialization records and other materials, mutual releases between the parties and indemnification, dispute resolution, non-disparagement and other customary provisions.

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    The 2005 collaboration agreement was in effect until October 2009, which includes periods covered by this report. Under that agreement, we granted to Wyeth an exclusive, worldwide license to develop and commercialize RELISTOR and assigned certain agreements to it. We were responsible for developing the subcutaneous and intravenous formulations in the U.S. until they received regulatory approval, while Wyeth was responsible for these formulations outside the U.S. (other than Japan after execution of the Ono license) and for developing the oral formulation worldwide. From January 2006 to October 2009, development costs for RELISTOR were paid by Wyeth. We were reimbursed for out-of-pocket costs and received reimbursement for our efforts based on our employees devoted to them, subject to Wyeth’s audit rights and possible reconciliation. Commercialization decisions were made by Wyeth, which also was obligated to pay all commercialization costs, including manufacturing costs, and retained all proceeds from product sales, subject to royalties and other amounts payable to us. The collaboration was overseen by committees, which coordinated or monitored the companies’ key strategic, development and commercialization activities.

·We have exclusive rights to develop and commercialize methylnaltrexone, the active ingredient of RELISTOR, under license from the University of Chicago. We are obligated to make milestone and royalty payments to the University that in general extend to the expiration of the last-to-expire relevant patent.

·We have licensed to Ono Pharmaceutical the rights to subcutaneous RELISTOR in Japan, where Ono is responsible for developing and commercializing subcutaneous RELISTOR, including conducting clinical development to support regulatory marketing approval. Ono will own the subcutaneous filings and approvals relating to RELISTOR in Japan. We have received a $15.0 million upfront payment from Ono, and are entitled to receive up to an additional $20.0 million, payable upon achievement of development milestones. Ono is also obligated to pay us royalties and commercialization milestones on sales of subcutaneous RELISTOR in Japan. Ono has the option to acquire the rights to develop and commercialize other formulations of RELISTOR in Japan, on terms to be negotiated separately. Supervision of and consultation with respect to Ono’s development and commercialization responsibilities are carried out by joint committees. The Ono License contains, among other terms, provisions which permit termination by either party upon the occurrence of certain events.

    PSMA

·PSMA Development Company LLC has a collaboration agreement with Seattle Genetics, Inc., under which SGI has granted it an exclusive worldwide license to SGI’s proprietary ADC technology. PSMA LLC has the right to use this technology, which is based in part on technology licensed by SGI from third parties, to link chemotherapeutic agents to PSMA LLC’s monoclonal antibodies that target prostate specific membrane antigen. PSMA LLC is responsible for research, product development, manufacturing and commercialization of all products, and may sublicense the ADC technology to a third party manufacturer. PSMA LLC is obligated to make maintenance payments, milestone payments aggregating up to $14.0 million and to pay royalties to SGI and its licensors, as applicable, on a percentage of net sales. The SGI agreement terminates at the latest of (i) the tenth anniversary of the first commercial sale of each licensed product in each country or (ii) the latest date of expiration of patents underlying the licensed products. PSMA LLC may terminate the agreement upon advance written notice, and SGI may terminate if PSMA LLC fails to cure a breach of an SGI in-license within a specified time period after written notice. In addition, either party may terminate the agreement after written notice upon an uncured breach or in the event of bankruptcy of the other party. As of December 31, 2009, PSMA LLC has paid approximately $3.6 million under this agreement, including $1.0 million in milestone payments.

·PSMA LLC also has a worldwide exclusive licensing agreement with Abgenix (now Amgen Fremont, Inc.) to use its XenoMouse® technology for generating fully human antibodies to PSMA LLC’s PSMA antigen. PSMA LLC is obligated to make development and commercialization milestone payments with respect to products incorporating an antibody generated utilizing the XenoMouse technology. As of December 31, 2009, PSMA LLC has paid $850,000 under this agreement and is obligated to pay up to an additional $6.25 million if certain milestones are met, along with royalties based upon net sales of antibody products, if any. This agreement may be terminated, after an opportunity to cure, by Abgenix for cause upon 30 days prior written notice; PSMA LLC has the right to terminate upon 30 days prior written notice. The agreement continues until the later of the expiration of the XenoMouse technology patents that may result from pending patent applications or seven years from the first commercial sale of the products.

·PSMA LLC has a worldwide exclusive license agreement with AlphaVax Human Vaccines to use its Replicon Vector system to create a therapeutic prostate cancer vaccine incorporating PSMA LLC’s proprietary PSMA antigen. PSMA LLC is obligated to make development and commercialization milestone payments with respect to products incorporating AlphaVax’s system. As of December 31, 2009, PSMA LLC has paid $2.0 million under this agreement and is obligated to pay up to an additional $5.3 million if certain milestones are met along with annual maintenance fees and royalties based upon net sales of any products developed using AlphaVax’ system. This agreement may be terminated, after an opportunity to cure, by AlphaVax under specified circumstances, including PSMA LLC’s failure to achieve milestones; the consent of AlphaVax to revisions to the milestones due dates may not, however, be unreasonably withheld. PSMA LLC has the right to terminate upon 30 days prior written notice. The agreement continues until the later of the expiration of the patents relating to AlphaVax’s system or seven years from the first commercial sale of the products developed using that system. Pending U.S. and international patent applications and patent-term extensions may extend the period of our license rights when and if they are allowed, issued or granted.

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    PRO 140; Virology

·Protein Design Labs (now Facet Biotech Corporation) humanized a murine monoclonal antibody developed by us (humanized PRO 140) and granted us related licenses under patents and patent applications, in addition to know-how. In general, these licenses are fully paid after the latest of (i) the tenth anniversary of the first commercial sale of a product developed thereunder, (ii) expiration of the last-to-expire relevant patent or (iii) the tenth anniversary of the latest filed pending patent application. Pending U.S. and international patent applications and patent-term extensions may extend the period of our license rights when and if they are allowed, issued or granted. We may terminate the license on 60 days prior written notice, and either party may terminate on 30 days prior written notice for an uncured material breach (ten days for payment default). As of December 31, 2009, we have paid Facet’s predecessors $5.4 million, and if all milestones are achieved, we will be obligated to pay an additional approximately $2.0 million. We are also required to pay annual maintenance fees of $150,000 and royalties on sales of products developed under the license.

·We have a letter agreement with the Aaron Diamond AIDS Research Center pursuant to which we have the exclusive right to pursue the commercial development, directly or with a partner, of products related to HIV based on patents jointly owned by ADARC and us.

Patents and Proprietary Technology

    Our policy is to protect our proprietary technology, and we consider the protection of our rights to be important to our business. In addition to seeking U.S. patent protection for many of our inventions, we generally file patent applications in Canada, Japan, European countries that are party to the European Patent Convention and additional foreign countries on a selective basis in order to protect the inventions that we consider to be important to the development of our foreign business. Generally, patents issued in the U.S. are effective:

    ·    if the patent application was filed prior to June 8, 1995, for the longer of 17 years from the date of issue or 20 years from the earliest asserted filing date; or

    ·    if the application was filed on or after June 8, 1995, for 20 years from the earliest asserted filing date.

    In addition, in certain instances, the patent term can be extended up to a maximum of five years to recapture a portion of the term during which the FDA regulatory review was being conducted. The duration of foreign patents varies in accordance with the provisions of applicable local law, although most countries provide for patent terms of 20 years from the earliest asserted filing date and allow patent extensions similar to those permitted in the U.S.

    We also rely on trade secrets, proprietary know-how and continuing technological innovation to develop and maintain a competitive position in our product areas. We generally require our employees, consultants and corporate partners who have access to our proprietary information to sign confidentiality agreements.

    Our patent portfolio relating to our proprietary technologies in the supportive care, oncology and virology areas is currently comprised, on a worldwide basis, of 154 patents that have been issued and 372 pending patent applications, which we either own directly or of which we are the exclusive licensee. Our issued patents expire on dates ranging from 2010 through 2026. Patent-term extensions and pending patent applications may extend the period of patent protection afforded our products in development.

    We are aware of intellectual property rights held by third parties that relate to products or technologies we are developing. For example, we are aware of others investigating methylnaltrexone and other peripheral opioid antagonists, PSMA or related compounds, CCR5 monoclonal antibodies and HCV viral entry inhibitors, and of patents and applications held or filed by others in those areas. While the validity of issued patents, patentability of claimed inventions in pending applications and applicability of any of them to our programs are uncertain, patent rights asserted against us could adversely affect our ability to commercialize or collaborate with others regarding our products.

    The research, development and commercialization of a biopharmaceutical product often present alternative development and optimization routes at various stages in the development process. Preferred routes cannot be identified with certainty at the outset because they will depend upon subsequent discoveries and test results. There are numerous third-party patents in our field, and it is possible that to pursue the preferred development route of one or more of our product candidates we will need to obtain a license under a patent, which could decrease the ultimate profitability of the applicable product. If we cannot negotiate a license, pursuit of a less desirable development route or termination of the entire program may be necessary.

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Government Regulation

    Progenics and its product candidates are subject to comprehensive regulation by the FDA and comparable authorities in other countries. Pharmaceutical regulation currently is a topic of substantial interest in lawmaking and regulatory bodies in the U.S. and internationally, and numerous proposals exist for changes in FDA and non-U.S. regulation of pre-clinical and clinical testing, safety, effectiveness, approval, manufacture, labeling, marketing, export, storage, recordkeeping, advertising, promotion and other aspects of biologics, small molecule drugs and medical devices, many of which, if adopted, could significantly alter our business and the current regulatory structure described below.

    FDA Regulation. FDA approval of our product candidates, including a review of the manufacturing processes and facilities used to produce them, are required before they may be marketed in the U.S. This process is costly, time consuming and subject to unanticipated delays, and a drug candidate may fail to progress at any point.

    None of our product candidates other than RELISTOR has received marketing approval from the FDA or any other regulatory authority. The process required by the FDA before product candidates may be approved for marketing in the U.S. generally involves:

    ·    pre-clinical laboratory and animal tests;

    ·    submission to the FDA and effectiveness of an IND before clinical trials may begin;

    ·    adequate and well-controlled human clinical trials to establish the safety and efficacy of the product for its intended indication (animal and other nonclinical studies also 

    are typically conducted during each phase of human clinical trials);

    ·    submission to the FDA of a marketing application; and

    ·    FDA review of the marketing application in order to determine, among other things, whether the product is safe and effective for its intended uses.

    Pre-clinical tests include laboratory evaluation of product chemistry and animal studies to gain preliminary information about a product’s pharmacology and toxicology and to identify safety problems that would preclude testing in humans. Products must generally be manufactured according to current Good Manufacturing Practices, and pre-clinical safety tests must be conducted by laboratories that comply with FDA good laboratory practices regulations.

    Results of pre-clinical tests are submitted to the FDA as part of an IND (Investigational New Drug) application, which must become effective before clinical trials may commence. The IND submission must include, among other things, a description of the sponsor’s investigational plan; protocols for each planned study; chemistry, manufacturing and control information; pharmacology and toxicology information and a summary of previous human experience with the investigational drug.

    Unless the FDA objects to, makes comments or raises questions concerning an IND, it becomes effective 30 days following submission, and initial clinical studies may begin. Companies often obtain affirmative FDA approval, however, before beginning such studies. We cannot assure you that an IND submission by us will result in FDA authorization to commence clinical trials.

    Clinical trials involve the administration of the investigational new drug to healthy volunteers or to individuals under the supervision of a qualified principal investigator. Clinical trials must be conducted in accordance with the FDA’s Good Clinical Practice requirements under protocols submitted to the FDA that detail, among other things, the objectives of the study, parameters used to monitor safety and effectiveness criteria to be evaluated. Each clinical study must be conducted under the auspices of an Institutional Review Board, which considers, among other things, ethical factors, safety of human subjects, possible liability of the institution and informed consent disclosure which must be made to participants in the trial.

    Clinical trials are typically conducted in three sequential phases, which may overlap. During phase 1, when the drug is initially administered to human subjects, the product is tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. Phase 2 involves studies in a limited population to evaluate preliminarily the efficacy of the product for specific, targeted indications, determine dosage tolerance and optimal dosage and identify possible adverse effects and safety risks.

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    When a product candidate is found in phase 2 evaluation to have an effect and an acceptable safety profile, phase 3 trials are undertaken in order to further evaluate clinical efficacy and test for safety within an expanded population. Safety studies are conducted in accordance with the FDA’s International Conference on Harmonization (ICH) Guidelines. Phase 2 results do not guarantee a similar outcome in phase 3 trials. The FDA may suspend clinical trials at any point in this process if it concludes that clinical subjects are being exposed to an unacceptable health risk.

    A New Drug Application, or NDA, is an application to the FDA to market a new drug. A Biologic License Application, or BLA, is an application to market a biological product. The new drug or biological product may not be marketed in the U.S. until the FDA has approved the NDA or issued a biologic license. The NDA must contain, among other things, information on chemistry, manufacturing and controls; non-clinical pharmacology and toxicology; human pharmacokinetics and bioavailability; and clinical data. The BLA must contain, among other things, data derived from nonclinical laboratory and clinical studies which demonstrate that the product meets prescribed standards of safety, purity and potency, and a full description of manufacturing methods. Supplemental NDAs (sNDAs) are submitted to obtain regulatory approval for additional indications for a previously approved drug.

    The results of the pre-clinical studies and clinical studies, the chemistry and manufacturing data, and the proposed labeling, among other things, are submitted to the FDA in the form of an NDA or BLA. The FDA may refuse to accept the application for filing if certain administrative and content criteria are not satisfied, and even after accepting the application for review, the FDA may require additional testing or information before approval of the application. Our analysis of the results of our clinical studies is subject to review and interpretation by the FDA, which may differ from our analysis. We cannot assure you that our data or our interpretation of data will be accepted by the FDA. In any event, the FDA must deny an NDA or BLA if applicable regulatory requirements are not ultimately satisfied. In addition, we may encounter delays or rejections based upon changes in applicable law or FDA policy during the period of product development and FDA regulatory review. If regulatory approval of a product is granted, such approval may be made subject to various conditions, including post-marketing testing and surveillance to monitor the safety of the product, or may entail limitations on the indicated uses for which it may be marketed. Finally, product approvals may be withdrawn if compliance with regulatory standards is not maintained or if problems occur following initial marketing.

    Both before and after approval is obtained, a product, its manufacturer and the sponsor of the marketing application for the product are subject to comprehensive regulatory oversight. Violations of regulatory requirements at any stage, including the pre-clinical and clinical testing process, the approval process, or thereafter, may result in various adverse consequences, including FDA delay in approving or refusal to approve a product, withdrawal of an approved product from the market or the imposition of criminal penalties against the manufacturer or sponsor. Later discovery of previously unknown problems may result in restrictions on the product, manufacturer or sponsor, including withdrawal of the product from the market. New government requirements may be established that could delay or prevent regulatory approval of our products under development.

    Regulation Outside the U.S. Whether or not FDA approval has been obtained, approval of a pharmaceutical product by comparable government regulatory authorities in foreign countries must be obtained prior to marketing the product there. The approval procedure varies from country to country, and the time required may be longer or shorter than that required for FDA approval. The requirements we must satisfy to obtain regulatory approval by governmental agencies in other countries prior to commercialization of our products there can be rigorous, costly and uncertain, and there can be no assurance that approvals will be granted on a timely basis or at all. We do not currently have any facilities or personnel outside of the U.S.

    In the European Union, Canada, Australia and Japan, regulatory requirements and approval processes are similar in principle to those in the United States. Regulatory approval in Japan requires that clinical trials of new drugs be conducted in Japanese patients. Depending on the type of drug for which approval is sought, there are currently two potential tracks for marketing approval in the E.U. countries: mutual recognition and the centralized procedure. These review mechanisms may ultimately lead to approval in all E.U. countries, but each method grants all participating countries some decision-making authority in product approval. The centralized procedure, which is mandatory for biotechnology derived products, results in a recommendation in all member states, while the E.U. mutual recognition process involves country-by-country approval.

    In other countries, regulatory requirements may require additional pre-clinical or clinical testing regardless of whether FDA approval has been obtained. This is the case in Japan, where Ono is responsible for developing and commercializing the subcutaneous form of RELISTOR and where trials are required to involve patient populations which we and Wyeth have not examined in detail. If the particular product is manufactured in the U.S., we must also comply with FDA and other U.S. export provisions.

    In most countries outside the U.S., coverage, pricing and reimbursement approvals are also required. There can be no assurance that the resulting pricing of our products would be sufficient to generate an acceptable return to us.

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    Other Regulation. In addition to regulations enforced by the FDA, we are also subject to regulation under the Occupational Safety and Health Act, the Environmental Protection Act, the Toxic Substances Control Act, the Resource Conservation and Recovery Act and various other current and potential future federal, state or local regulations. Our research and development involves the controlled use of hazardous materials, chemicals, viruses and various radioactive compounds. Although we believe that our safety procedures for storing, handling, using and disposing of such materials comply with the standards prescribed by applicable regulations, we cannot completely eliminate the risk of accidental contaminations or injury from these materials. In the event of such an accident, we could be held liable for any legal and regulatory violations as well as damages that result. Any such liability could have a material adverse effect on Progenics.

Manufacturing

    Under the Transition Agreement with Wyeth, we will be responsible for obtaining supplies of RELISTOR after the end of Wyeth’s transition obligations, which include supplying us and our collaboration partner(s) with finished subcutaneous drug product and active pharmaceutical ingredient (API) remaining in Wyeth’s inventories. Going forward, we expect we or our collaboration partner(s) or licensee(s) will extend current relationships or contract with one or more other contract manufacturing organizations (CMOs) for supply of RELISTOR API and subcutaneous and oral finished drug product. See Risk Factors.

    We currently manufacture clinical trial supplies of our PSMA monoclonal antibody in our biologics pilot production facilities in Tarrytown, New York, and have engaged third-party CMOs for other portions of the PSMA ADC manufacturing process. We expect our manufacturing capacity will not be sufficient for all of our late-stage clinical trials or commercial-scale requirements. If we are unable to arrange for satisfactory CMO services, or otherwise determine to acquire additional manufacturing capacity, we will need to expand our manufacturing staff and facilities or obtain new facilities. In order to establish a full-scale commercial manufacturing facility for any of our product candidates, we would need to spend substantial additional funds, hire and train significant numbers of employees and comply with the extensive FDA regulations applicable to such a facility.

Sales and Marketing

    We are pursuing a range of strategic alternatives for RELISTOR, including licensing, collaboration, strategic alliances with worldwide or regional partners, U.S. commercialization of the currently approved product on our own or with third-party detailing and sales organizations and/or co-promotion of the franchise with our own sales force. We also continue to seek strategic collaborations and other funding support for product candidates in our pipeline. We plan to market other products for which we obtain regulatory approval through co-marketing, co-promotion, licensing and distribution arrangements with third-party collaborators, and may also consider contracting with professional detailing and sales organizations to perform promotional and/or medical-scientific support functions for all our products. See Risk Factors.

Competition

    Competition in the biopharmaceutical industry is intense and characterized by ongoing research and development and technological change. We face competition from many for-profit companies and major universities and research institutions in the U.S. and abroad. We will face competition from companies marketing existing products or developing new products for diseases targeted by our technologies. Many of our competitors have substantially greater resources, experience in conducting pre-clinical studies and clinical trials and obtaining regulatory approvals for their products, operating experience, research and development and marketing capabilities and production capabilities than we do. Our products under development may not compete successfully with existing products or products under development by other companies, universities and other institutions. Our competitors may succeed in obtaining FDA marketing approval for products more rapidly than we do. Drug manufacturers that are first in the market with a therapeutic for a specific indication generally obtain and maintain a significant competitive advantage over later entrants. Accordingly, we believe that the speed with which we develop products, complete the clinical trials and approval processes and ultimately supply commercial quantities of the products to the market will be an important competitive factor.

    RELISTOR is the first FDA-approved product for any indication involving OIC. We are, however, aware of products in pre-clinical or clinical development that target the side effects of opioid pain therapy. Adolor Corporation markets ENTEREG® (alvimopan) for the treatment of postoperative ileus, and is re-evaluating an entry-stage compound for OIC in chronic-pain patients. Sucampo Pharmaceuticals, Inc., in collaboration with Takeda Pharmaceutical Company Limited, markets AMITIZA® (lubiprostone) for chronic idiopathic constipation and recently completed two phase 3 pivotal clinical trials of this drug for opioid-induced bowel dysfunction. In Europe Mundipharma International Limited markets TARGIN® (oxycodone/naloxone), a combination of an opioid and a systemic opioid antagonist. A Nektar Therapeutics-AstraZeneca collaboration has announced phase 2 results of an oral peripheral mu-opioid receptor antagonist in patients with OIC and is developing a related combination product. Alkermes, Inc. recently completed phase 1 clinical testing on an oral peripherally-restricted opioid antagonist, and has a combination product in preclinical testing. Theravance, Inc. recently completed phase 1 clinical testing of an oral peripheral mu-opioid antagonist.

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    Radiation and surgery are two principal traditional forms of treatment for prostate cancer, to which our PSMA-based development efforts are directed. If the disease spreads, hormone (androgen) suppression therapy is often used to slow the cancer’s progression. This form of treatment, however, can eventually become ineffective. We are aware of several competitors who are developing alternative treatments for castrate-resistant prostate cancer, some of which are directed against PSMA.

    Currently approved drugs for the treatment of HIV infection and AIDS have shown efficacy alone and in conjunction with other agents, the latter of which we have not demonstrated for PRO 140. We are aware of two approved drugs, Trimeris’ FUZEON® and Pfizer’s SELZENTRY®, designed to treat HIV infection by blocking viral entry.

    HCV infection is most commonly treated by a combination of interferon and ribavirin. Seroconversion and/or sustained response to such therapies ranges from 30-50%. Tolerability and route of administration for this therapy may compromise a patient’s ability to persist with treatment for the 48-72 months sometimes required. We are aware of several competitors who are developing small molecule HCV antivirals, including viral-entry inhibition-based treatments.

    A significant amount of research in the biopharmaceutical field is also being carried out at academic and government institutions. An element of our research and development strategy is to in-license technology and product candidates from academic and government institutions. These institutions are sensitive to the commercial value of their findings and pursue patent protection and negotiate licensing arrangements to collect royalties for use of technology they develop. These institutions may also market competitive commercial products on their own or in collaboration with competitors and compete with us in recruiting highly qualified scientific personnel. Any resulting increase in the cost or decrease in the availability of technology or product candidates from these institutions may adversely affect our business strategy.

    Competition with respect to our technologies and products is based on, among other things, (i) product efficacy, safety, reliability, method of administration, availability, price and clinical benefit relative to cost; (ii) timing and scope of regulatory approval; (iii) sales, marketing and manufacturing capabilities; (iv) collaborator capabilities; (v) insurance and other reimbursement coverage; and (vi) patent protection.

    Our competitive position will also depend on our ability to attract and retain qualified personnel, obtain patent protection or otherwise develop proprietary products or processes, and secure sufficient capital resources for the typically substantial period between technological conception and commercial sales.

Product Liability

    The testing, manufacturing and marketing of our product candidates and products involves an inherent risk of product liability attributable to unwanted and potentially serious health effects. To the extent we elect to test, manufacture or market product candidates and products independently, we will bear the risk of product liability directly. We have obtained product liability insurance coverage in the amount of $10.0 million per occurrence, subject to a deductible and a $10.0 million aggregate limitation. In addition, where the local statutory requirements exceed the limits of our existing insurance or local policies of insurance are required, we maintain additional clinical trial liability insurance to meet these requirements. This insurance is subject to deductibles and coverage limitations. We may not be able to continue to maintain insurance at a reasonable cost, or in adequate amounts.

Human Resources

    At December 31, 2009, we had 204 full-time employees, 32 of whom hold Ph.D. degrees, 8 of whom hold M.D. degrees and two of whom, including Dr. Paul J. Maddon, our Chief Executive Officer and Chief Science Officer, hold both Ph.D. and M.D. degrees. At that date, 158 employees were engaged in research and development, medical, regulatory affairs and manufacturing activities and 46 were engaged in finance, legal, administration and business development. In early 2010, we implemented a reduction in headcount, as a result of which we have 178 full-time employees at March 1, 2010. We consider our relations with our employees to be good. None of our employees is covered by a collective bargaining agreement.

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Item 1A. Risk Factors

    Our business and operations entail a variety of serious risks and uncertainties, including those described below.

Our business is inherently risky.

    We are subject to the risks of failure inherent in the development of product candidates based on new technologies. We must complete successfully clinical trials and obtain regulatory approvals for our product candidates as well as additional formulations of and indications for RELISTOR. In the Japanese market, we must rely on Ono to conduct successful clinical trials and obtain regulatory approvals. Our other research and development programs, including those related to PSMA and PRO 140, involve novel approaches to human therapeutics. There is little precedent for the successful commercialization of products based on our technologies, and there are a number of technological challenges that we must overcome to complete most of our development efforts. We may not be able successfully to develop further any of our products.

    In addition to the risks we face in our research and development activities, and our business as a publicly held commercial enterprise devoted to developing and commercializing high-technology consumer products, the reacquisition of our rights to RELISTOR presents us with substantial new risks, including the following:

The return of our rights to RELISTOR presents us with substantial new risks. For example, if we are unable to establish satisfactory relationships with one or more partners to develop and commercialize RELISTOR worldwide, we would need to make significant investment to establish a sales and marketing infrastructure and related staff, and in the meantime may be dependent on third parties for their expertise in this area.

    As a result of the termination of the Wyeth collaboration, we continue to face all of the risks to which we are currently subject as well as the additional risks attendant to establishing new collaborative or other relationships with one or more partners to develop and commercialize RELISTOR. If we are unable to do so, we will also face substantial risk in having sole responsibility for developing and commercializing a regulated pharmaceutical product. Even with a partner, significant investment, time and managerial resources may be required to build a commercial infrastructure to co-promote, co-market or otherwise market, sell and support a pharmaceutical product. To the extent not funded from outside sources -- and in any case prior to securing any such funding -- these efforts will increase our cash requirements and result in a higher cash burn rate, which will have a material adverse effect on our financial resources and operational results.

    If, after the end of Wyeth’s involvement with the product, we undertake development and commercialization of RELISTOR without one or more partners, the financial and managerial resources necessary to transition to a commercial organization would require us to divert resources from our development efforts, including those for oral RELISTOR and our product candidates, to commercial ones. Even if we establish relationships with one or more partners for these tasks, we may have to divert resources from these programs to the extent we do not fund commercial activities in full from those external sources.

    Should we choose to commercialize RELISTOR directly, even in part of the world, we may not be successful in developing an effective sales, marketing and distribution infrastructure or in achieving sufficient market acceptance. Alternatively, we may also consider contracting with a third party professional pharmaceutical detailing and sales organization to perform all or certain marketing functions. To the extent we enter into distribution, co-marketing, co-promotion, detailing or licensing arrangements for our products, any revenues we receive will depend in substantial part or primarily on the efforts of third parties. We may not be able to control the amount and timing of marketing resources these third parties devote to our products.

We are dependent on Wyeth, Ono and other business partners to develop and commercialize RELISTOR in their respective areas, exposing us to significant risks. As a result of termination of our collaboration, Wyeth has a limited ongoing commercial interest in RELISTOR during the transition.

    We are and will be dependent upon Wyeth (during the transition of its responsibilities to us pursuant to the Transition Agreement), Ono and any other business partner(s) with which we may collaborate in the future to perform and fund development, including clinical testing of RELISTOR, make related regulatory filings and manufacture and market products in their respective territories. Revenues from the sale of RELISTOR currently depend almost entirely upon the efforts of Wyeth, which during the transition has significant discretion in determining the efforts and resources it applies to sales of RELISTOR. Ono will have similar discretion with respect to sales in Japan. Neither may be effective in marketing such products, and these considerations may apply to other business partners. Our business relationships with Wyeth, Ono and other partners may not be scientifically, clinically or commercially successful.

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    As a result of termination of our relationship with Wyeth, we are seeking alternative arrangements with one or more other parties to develop and commercialize RELISTOR. We might also seek alternative arrangements if our relationship with Ono were to terminate. We may not be able to enter into such arrangements with other suitable companies on acceptable terms or at all, in which event we would have to develop sales and marketing organization and a distribution infrastructure, neither of which we currently have, in order to continue to develop and commercialize RELISTOR on our own. Developing these resources would be an expensive and lengthy process and will have a material adverse effect on our financial resources and profitability. Termination of our relationship with Wyeth may also seriously compromise the development program for RELISTOR and possibly our other product candidates, as we may experience significant delays and may have to assume full funding and other responsibility for development and commercialization. Any of these outcomes would result in delays in our ability to distribute RELISTOR and would increase our expenses.

    Wyeth’s development and commercialization obligations during the transition period are limited by the Transition Agreement and are less extensive than its obligations under the 2005 collaboration. The acquisition of Wyeth by Pfizer has resulted in management and personnel changes, and by returning our RELISTOR rights, Wyeth has a limited ongoing commercial interest in the RELISTOR franchise. We cannot guarantee that Wyeth’s efforts during the transition will achieve any particular level of success in marketing and sale, regulatory approval or clinical development of RELISTOR.

    We have had and may have future disagreements with Wyeth and Ono concerning product development, marketing strategies, manufacturing and supply issues, and rights relating to intellectual property. Both of them have significantly greater financial and managerial resources than we do, which either could draw upon in the event of a dispute. Disagreements between either of them and us could lead to lengthy and expensive litigation or other dispute-resolution proceedings as well as to extensive financial and operational consequences to us, and have a material adverse effect on our business, results of operations and financial condition. These considerations may apply to other business partners with which we may collaborate in the future.

We are subject to extensive regulation, which can be costly and time consuming and can subject us to unanticipated fines and delays.

    We and our products are subject to comprehensive regulation by the FDA and comparable authorities in other countries. These agencies and other entities regulate the pre-clinical and clinical testing, safety, effectiveness, approval, manufacture, labeling, marketing, export, storage, recordkeeping, advertising, promotion and other aspects of our products. If we violate regulatory requirements at any stage, whether before or after marketing approval is obtained, we may be subject to forced removal of a product from the market, product seizure, civil and criminal penalties and other adverse consequences. We cannot guarantee that approvals of proposed products, processes or facilities will be granted on a timely basis, or at all. If we experience delays or failures in obtaining approvals, commercialization of our product candidates will be slowed or stopped. Even if we obtain regulatory approval, the approval may include significant limitations on indicated uses for which the product could be marketed or other significant marketing restrictions.

    As a result of termination of the Wyeth collaboration, we will be responsible for complying with these regulations and will be required to develop an appropriate infrastructure to do so, to the extent we are unable to have such tasks performed by one or more business partners.

If we are unable to negotiate collaborative agreements, or if such arrangements are delayed or are relatively unfavorable to us, our cash burn rate will increase and our rate of product development could decrease.

    We are pursuing significant collaborations, strategic partnerships or other arrangements to continue worldwide development and commercialization of RELISTOR following expiration of the transition period. Our overall business strategy includes entering into collaborations with pharmaceutical and biotechnology companies to develop and commercialize product candidates and technologies. We may not be successful in negotiating such arrangements at all, in optimal time frames or on favorable terms. In particular, if we do not enter into new collaborative arrangements for RELISTOR on satisfactory terms and within the timeframes established by the Transition Agreement -- and in any case prior to entering into any such arrangements -- we will have to devote more of our resources to clinical product development and product-launch activities, and our cash burn rate will increase. In that event, we will need to take steps to reduce our rate of product development for other programs, and may also have to seek additional sources of capital. If we are not successful in negotiating satisfactory new arrangements with respect to the RELISTOR franchise, these challenges will be substantial. We cannot assure you that any currently-contemplated or future collaboration or other initiatives for funding our product candidate programs will be successfully concluded.

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We lack sales and marketing infrastructure and related staff, which will require significant investment to establish and in the meantime may make us dependent on third parties for their expertise in this area.

    We have no established sales, marketing or distribution infrastructure. Significant investment, time and managerial resources are required to build the commercial infrastructure required to market, sell and support a pharmaceutical product. Should we choose to commercialize RELISTOR or another product directly, we may not be successful in developing an effective commercial infrastructure or in achieving sufficient market acceptance. Alternatively, we may choose to market and sell our products through distribution, co-marketing, co-promotion or licensing arrangements with third parties. We may also consider contracting with third party professional pharmaceutical detailing and sales organizations to perform the marketing function for our products. To the extent that we enter into such arrangements, any revenues we receive will depend on the efforts of third parties. We may not control the amount and timing of marketing resources these third parties devote to our products.

Our products may face regulatory, legal or commercial challenges even after approval.

    Even if our products receive regulatory approval:

    ·    They might not obtain labeling claims necessary to make the product commercially viable (in general, labeling claims define the medical conditions for which a drug  

    product may be marketed, and are therefore very important to the commercial success of a product), or may be required to carry “black box” or other warnings that adversely

    affect their commercial success.

    ·    Approval may be limited to uses of the product for treatment or prevention of diseases or conditions that are relatively less financially advantageous to us than approval

   of greater or different scope, or subject to an FDA-imposed Risk Evaluation and Mitigation Strategy (REMS) that limits the sources from and conditions under which they 

   may be dispensed.

    ·    We or our collaborators might be required to undertake post-marketing trials to verify the product’s efficacy or safety.

    ·    We, our collaborators or others might identify side effects after the product is on the market.

    ·    Efficacy or safety concerns regarding marketed products may lead to product recalls, withdrawals of marketing approval, reformulation of the product, additional pre-

    clinical testing or clinical trials, changes in labeling of the product, the need for additional marketing applications, declining sales or other adverse events. For example, in

    early 2009 the FDA identified a potential RELISTOR safety issue involving gastrointestinal perforation. The agency is continuing to evaluate to determine the need for any

    regulatory action; the appearance of a drug on this FDA list does not mean that the agency has concluded that the drug has such a risk. These potential consequences may

    occur whether or not the concerns originate from subsequent testing or other activities by us, governmental regulators, other entities or organizations or otherwise, and

    whether or not they are scientifically justified.

    ·    We or our collaborators might experience manufacturing problems, which could have the same, similar or other consequences.

    ·    We and our collaborators will be subject to ongoing FDA obligations and continuous regulatory review.

    ·    If products lose previously received marketing and other approvals, our financial results would be adversely affected.

Competing products in development may adversely affect acceptance of our products.

    We are aware of the following competition and potential competition to RELISTOR:

    ·    An Adolor Corporation-GlaxoSmithKline PLC collaboration received FDA approval in 2008 for ENTEREG® (alvimopan), an oral opioid antagonist for postoperative ileus

    indicated “to accelerate the time to upper and lower gastrointestinal recovery following partial large or small bowel resection surgery with primary anastomosis.” Adolor is

    also re-evaluating an entry-stage compound for OIC in chronic-pain patients.

    ·    A Sucampo Pharmaceuticals, Inc.-Takeda Pharmaceutical Company Limited collaboration, markets AMITIZA® (lubiprostone) for chronic idiopathic constipation and

    recently completed two phase 3 pivotal clinical trials of this drug for opioid-induced bowel dysfunction.

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    ·    In Europe, Mundipharma International Limited markets TARGIN® (oxycodone/naloxone), a combination of an opioid and a systemic opioid antagonist.

    ·    A Nektar Therapeutics-AstraZeneca PLC collaboration recently announced phase 2 results of an oral peripheral mu-opioid receptor antagonist in patients with

    OIC, and is developing a related combination product. AstraZeneca is a leader in gastrointestinal medicine, and their collaboration may have a time-to-market advantage over

    us with respect to an oral therapy for OIC in chronic-pain patients.

    ·    Alkermes, Inc. recently completed phase 1 clinical testing of an oral peripherally-restricted opioid antagonist, and has a combination product in preclinical testing.

    ·    Theravance, Inc. recently completed phase 1 clinical testing of and oral peripheral mu-opioid antagonist.

    Any of these approved products or product candidates may achieve a significant competitive advantage relative to our product. In any event, the existing or future marketing and sales capabilities of these competitors may impair our ability to compete effectively in the market.

    Radiation and surgery are two principal traditional forms of treatment for prostate cancer, to which our PSMA-based development efforts are directed. If the disease spreads, hormone (androgen) suppression therapy is often used to slow the cancer’s progression. This form of treatment, however, can eventually become ineffective. We are aware of several competitors who are developing alternative treatments for castrate-resistant prostate cancer, some of which are directed against PSMA.

    In the case of PRO 140, currently-approved drugs for the treatment of HIV infection and AIDS have shown efficacy alone and in conjunction with other agents, the latter of which we have not demonstrated for PRO 140. We are aware of two approved drugs, Trimeris’ FUZEON® and Pfizer’s SELZENTRY®, designed to treat HIV infection by blocking viral entry. We are also aware of various HCV drugs in pre-clinical or clinical development.

Both our immediate need to transition RELISTOR and our long-term strategy with respect to RELISTOR and our other product candidates may require us to obtain additional financing. Our access to capital funding is uncertain.

    As of December 31, 2009, we had cash, cash equivalents and marketable securities, including non-current portion, totaling $96.2 million. During the year ended December 31, 2009, we had a net loss of $30.6 million and cash used in operating activities was $49.8 million. Additional expenses we incur in future development and commercialization of RELISTOR will result in accelerating diminution of our cash and growth of our losses to the extent those expenses are not funded from outside sources. By reacquiring the rights to RELISTOR from Wyeth, we have become responsible for the future development and commercialization of the currently-marketed drug after the transition and for new formulations. We do not have committed external sources of funding for these responsibilities, and are seeking additional external funding through collaborative, license or other agreements with one or more pharmaceutical companies. To the extent we are not successful in these efforts, we will have to fund them from cash on hand.

    With regard to both RELISTOR and our other product candidates, we expect to continue to incur significant development expenditures. We cannot predict when we will need additional funds, how much we will need, the form any financing may take (such as securities issuance or royalty or other financing), or whether additional funds will be available at all, especially in light of current conditions in global credit and financial markets. Our need for future funding will depend on numerous factors, such as the availability of new product development projects or other opportunities which we cannot predict, and many of which are outside our control. In particular, we cannot assure you that any currently-contemplated or future initiatives for funding our product candidate programs will be successful.

    Our access to capital funding is always uncertain. Stresses in international markets are still affecting access to capital. We may not be able at the necessary time to obtain additional funding on acceptable terms, or at all. Our inability to raise additional capital on terms reasonably acceptable to us would seriously jeopardize our business.

    If we raise funds by issuing and selling securities, it may be on terms that are not favorable to existing stockholders. If we raise funds by selling equity securities, current stockholders will be diluted, and new investors could have rights superior to existing stockholders. Raising funds by selling debt securities often entails significant restrictive covenants and repayment obligations.

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If testing does not yield successful results, our products will not be approved.

    Regulatory approvals are necessary before product candidates can be marketed. To obtain them, we or our collaborators must demonstrate a product’s safety and efficacy through extensive pre-clinical and clinical testing. Numerous adverse events may arise during, or as a result of, the testing process, such as:

·    results of pre-clinical studies being inconclusive or not indicative of results in human clinical trials;

·    potential products not having the desired efficacy or having undesirable side effects or other characteristics that preclude marketing approval or limit their commercial use if approved;

·    after reviewing test results, we or our collaborators may abandon projects which we previously believed to be promising; and

·    we, our collaborators or regulators may suspend or terminate clinical trials if we or they believe that the participating subjects are being exposed to unacceptable health risks.

    Clinical testing is very expensive and can take many years. Results attained in early human clinical trials may not be indicative of results in later clinical trials. In addition, many of our investigational or experimental drugs, such as PRO 140 and the PSMA product candidates, are at an early stage of development, and successful commercialization of early stage product candidates requires significant research, development, testing and approvals by regulators, and additional investment. Our products in the research or pre-clinical development stage may not yield results that would permit or justify clinical testing. Our failure to demonstrate adequately the safety and efficacy of a product under development would delay or prevent marketing approval, which could adversely affect our operating results and credibility.

A setback in clinical development programs could adversely affect us.

    We and Wyeth continue to conduct clinical trials of RELISTOR. If the results of these or future trials are not satisfactory, we encounter problems enrolling subjects, clinical trial supply issues or other difficulties arise, or we experience setbacks in developing drug formulations, including raw material-supply, manufacturing or stability difficulties, our entire RELISTOR development program could be adversely affected, resulting in delays in trials or regulatory filings for further marketing approval. Conducting additional clinical trials or making significant revisions to our clinical development plan would lead to delays in regulatory filings. If clinical trials indicate a serious problem with the safety or efficacy of a RELISTOR product, we, Wyeth, Ono or another partner may stop development or commercialization of affected products. Since RELISTOR is our only approved product, any setback of these types could have a material adverse effect on our business, results of operations and financial condition.

    Ono is conducting required clinical trials with Japanese patients to obtain regulatory approval of RELISTOR in Japan. There can be no assurance that these clinical trials will yield results adequate for that regulatory approval.

    We are conducting clinical trials of PRO 140, PSMA ADC and prostate cancer vaccine candidates. If the results of these or future clinical studies of our candidates are not satisfactory, we would need to reconfigure our clinical trial programs to conduct additional trials or abandon the program involved. Because our vaccine product candidates may be deemed to involve gene therapy, a relatively new technology that has not been extensively tested in humans, regulatory requirements applicable to them may be unclear, or subject to substantial regulatory review that delays the development and approval process generally.

Our clinical trials could take longer than we expect.

    Projections that we publicly announce of commencement and duration of clinical trials may not be certain. For example, we have experienced clinical trial delays in the past as a result of slower than anticipated enrollment. These delays may recur. Delays can be caused by, among other things:

·    deaths or other adverse medical events involving subjects in our clinical trials;

·    regulatory or patent issues;

·    interim or final results of ongoing clinical trials;

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·    failure to enroll clinical sites as expected;

·    competition for enrollment from clinical trials conducted by others in similar indications;

·    scheduling conflicts with participating clinicians and clinical institutions;

·    disagreements, disputes or other matters arising from collaborations;

·    our inability to obtain additional funding when needed; and

·    manufacturing problems.

    We have limited experience in conducting clinical trials, and we rely on others to conduct, supervise or monitor some or all aspects of some of our clinical trials. In addition, certain clinical trials for our product candidates may be conducted by government-sponsored agencies, and consequently will be dependent on governmental participation and funding. Under our 2005 collaboration agreement with Wyeth, Wyeth had the responsibility to conduct some of the clinical trials, including all trials outside of the United States other than Japan, where Ono has the responsibility for clinical trials. Upon completion of the transition, we will have responsibility for these trials, or will contract with other parties to conduct them. We have less control over the timing and other aspects of these clinical trials than if we conducted them entirely on our own.

Our product candidates may not obtain regulatory approvals needed for marketing.

    None of our product candidates other than RELISTOR has been approved by applicable regulatory authorities for marketing. The process of obtaining FDA and foreign regulatory approvals often takes many years and can vary substantially based upon the type, complexity and novelty of the products involved. We have had only limited experience in filing and pursuing applications and other submissions necessary to gain marketing approvals. Products under development may never obtain marketing approval from the FDA or other regulatory authorities necessary for commercialization.

Even if our products obtain marketing approval, they might not be accepted in the marketplace.

    The commercial success of our products will depend upon their acceptance by the medical community and third party payors as clinically useful, cost effective and safe. If health care providers believe that patients can be managed adequately with alternative, currently available therapies, they may not prescribe our products, especially if the alternative therapies are viewed as more effective, as having a better safety or tolerability profile, as being more convenient to the patient or health care providers or as being less expensive. For pharmaceuticals administered in an institutional setting, the ability of the institution to be adequately reimbursed could also play a significant role in demand for our products. Even if our products obtain marketing approval, they may not achieve market acceptance. If any of our products do not achieve market acceptance, we will likely lose our entire investment in that product.

Marketplace acceptance will depend in part on competition in our industry, which is intense.

    The extent to which any of our products achieves market acceptance will depend on competitive factors. Competition in our industry is intense, and it is accentuated by the rapid pace of technological development. There are currently marketed products that will compete with the product candidates that we are developing, including AIDS drugs and chemotherapy drugs for treating cancer. There are also product candidates in pre-clinical or clinical development that target the side effects of opioid pain therapy, and a marketed product for the treatment of post-operative ileus,could compete with RELISTOR. Many of our competitors have substantially greater research and development capabilities and experience and greater manufacturing, marketing, financial and managerial resources than we do. These competitors may develop products that are superior to those we are developing and render our products or technologies non-competitive or obsolete. If our product candidates receive marketing approval but cannot compete effectively in the marketplace, our operating results and financial position would suffer. Competition with respect to our technologies and products is based on, among other things, (i) product efficacy, safety, reliability, method of administration, availability, price and clinical benefit relative to cost; (ii) timing and scope of regulatory approval; (iii) sales, marketing and manufacturing capabilities; (iv) collaborator capabilities; (v) insurance and other reimbursement coverage; and (vi) patent protection. Competitive disadvantages in any of these factors could materially harm our business and financial condition.

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If we are unable to obtain sufficient quantities of the raw and bulk materials needed to make our products, our product development and commercialization could be slowed or stopped.

    Wyeth, during the transition, and thereafter we and/or any partner(s) may not be able to fulfill manufacturing obligations for RELISTOR, either on our own or through third-party suppliers. Our existing arrangements with suppliers for our other product candidates may not result in the supply of sufficient quantities of our product candidates needed to accomplish our clinical development programs, and we may not have the right or capability to manufacture sufficient quantities of these products to meet our needs if our suppliers are unable or unwilling to do so. We currently obtain supplies of critical raw materials used in production of our product candidates from single sources. We do not have long-term contracts with any of these suppliers. Any delay or disruption in the availability of raw materials would slow or stop product development and commercialization of the relevant product. A delay or disruption of supplies of RELISTOR would have a material adverse effect on the RELISTOR franchise, and therefore on our business as a whole.

We have limited manufacturing capabilities, which could adversely affect our ability to commercialize products.

    Under the Transition Agreement with Wyeth, we will be responsible for obtaining supplies of RELISTOR after the end of Wyeth’s transition obligations, which include supplying us and our collaboration partner(s) with finished subcutaneous drug product and API remaining in Wyeth’s inventories. Going forward, we expect we or collaboration partner(s) or licensee(s) will extend current relationships or contract with one or more other CMOs for supply of RELISTOR API and subcutaneous and oral finished drug product. These arrangements may not be on optimally-advantageous terms, and will subject us to risks that the counterparties may not perform optimally in terms of quality or reliability.

    With respect to our other product candidates, our limited manufacturing capabilities may result in increased costs of production or delay product development or commercialization. In order to commercialize our product candidates successfully, we or our collaborators would need to be able to manufacture products in commercial quantities, in compliance with regulatory requirements, at acceptable costs and in a timely manner. Manufacture of our product candidates can be complex, difficult to accomplish even in small quantities, difficult to scale-up for large-scale production and subject to delays, inefficiencies and low yields of quality products. The cost of manufacturing some of our products may make them prohibitively expensive. If adequate supplies of any of our product candidates or related materials are not available to us on a timely basis or at all, our clinical trials could be seriously delayed, since these materials are time consuming to manufacture and cannot be readily obtained from third-party sources.

    We operate pilot-scale manufacturing facilities for the production of vaccines and recombinant proteins. These facilities will not be sufficient for late-stage clinical trials for these types of product candidates or commercial-scale manufacturing. We may be required to expand further our manufacturing staff and facilities, obtain new facilities or contract with corporate collaborators or other third parties to assist with production.

    In the event that we decide to establish a commercial-scale manufacturing facility for products that may be approved in the future, we will require substantial additional funds and will be required to hire and train significant numbers of employees and comply with applicable regulations, which are extensive. We may not be able to build a manufacturing facility that both meets regulatory requirements and is sufficient for our clinical trials or commercial scale manufacturing.

    We have entered into arrangements with third parties for the manufacture of some of our product candidates and, in some cases, new means of administration for these product candidates. Our third-party sourcing strategy may not result in a cost-effective means for manufacturing products. In employing third-party manufacturers, we do not control many aspects of the manufacturing process, including compliance with the FDA’s current Good Manufacturing Practices and other regulatory requirements. We may not be able to obtain adequate supplies from third-party manufacturers in a timely fashion for development or commercialization purposes, and commercial quantities of products may not be available from contract manufacturers at acceptable costs.

We are dependent on our patents and other intellectual property rights. The validity, enforceability and commercial value of these rights are highly uncertain.

    Our success is dependent in part upon obtaining, maintaining and enforcing patent and other intellectual property rights. The patent position of biotechnology and pharmaceutical firms is highly uncertain and involves many complex legal and technical issues. There is no clear policy involving the breadth of claims allowed, or the degree of protection afforded, under patents in this area. Accordingly, patent applications owned by or licensed to us may not result in patents being issued. We are aware of others who have patent applications or patents containing claims similar to or overlapping those in our patents and patent applications. We do not expect to know for several years the relative strength or scope of our patent position. Patents that we own or license may not enable us to preclude competitors from commercializing drugs, and consequently may not provide us with any meaningful competitive advantage.

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    We own or have licenses to several issued patents. The issuance of a patent, however, is not conclusive as to its validity or enforceability, which can be challenged in litigation. Our patents may be successfully challenged. We may incur substantial costs in litigation seeking to uphold the validity of patents or to prevent infringement. If the outcome of litigation is adverse to us, third parties may be able to use our patented invention without payment to us. Third parties may also avoid our patents through design innovation.

    Most of our product candidates, including RELISTOR, PRO 140 and our PSMA and HCV program candidates, incorporate to some degree intellectual property licensed from third parties. We can lose the right to patents and other intellectual property licensed to us if the related license agreement is terminated due to a breach by us or otherwise. Our ability, and that of our collaboration partners, to commercialize products incorporating licensed intellectual property would be impaired if the related license agreements were terminated.

    The license agreements from which we derive or out-license intellectual property provide for various royalty, milestone and other payment, commercialization, sublicensing, patent prosecution and enforcement, insurance, indemnification and other obligations and rights, and are subject to certain reservations of rights. While we generally have the right to defend and enforce patents licensed by us, either in the first instance or if the licensor chooses not to do so, we must usually bear the cost of doing so. As a result of the Transition Agreement, we will be required to defend and enforce our RELISTOR patents, an obligation that Wyeth undertook in the 2005 collaboration agreement. With respect to Japan, Ono has certain limited rights to prosecute, maintain and enforce relevant intellectual property. With most of our in-licenses, the licensor bears the cost of engaging in all of these activities, although we may share in those costs under specified circumstances.

    We also rely on unpatented technology, trade secrets and confidential information. Third parties may independently develop substantially equivalent information and techniques or otherwise gain access to our technology or disclose our technology, and we may be unable to effectively protect our rights in unpatented technology, trade secrets and confidential information. We require each of our employees, consultants and advisors to execute a confidentiality agreement at the commencement of an employment or consulting relationship with us. These agreements may, however, not provide effective protection in the event of unauthorized use or disclosure of confidential information.

If we do not achieve milestones or satisfy conditions regarding some of our product candidates, we may not maintain our rights under related licenses.

    We are required to make substantial cash payments, achieve milestones and satisfy other conditions, including filing for and obtaining marketing approvals and introducing products, to maintain rights under our intellectual property licenses. Due to the nature of these agreements and the uncertainties of research and development, we may not be able to achieve milestones or satisfy conditions to which we have contractually committed, and as a result may be unable to maintain our rights under these licenses. If we do not comply with our license agreements, the licensors may terminate them, which could result in our losing our rights to, and therefore being unable to commercialize, related products.

If we infringe third-party patent or other intellectual property rights, we may need to alter or terminate a product development program.

    There may be patent or other intellectual property rights belonging to others that require us to alter our products, pay licensing fees or cease certain activities. If our products infringe patent or other intellectual property rights of others, the owners of those rights could bring legal actions against us claiming damages and seeking to enjoin manufacturing and marketing of the affected products. If these legal actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to manufacture or market the affected products. We may not prevail in any action brought against us, and any license required under any rights that we infringe may not be available on acceptable terms or at all. We are aware of intellectual property rights held by third parties that relate to products or technologies we are developing. For example, we are aware of other groups investigating methylnaltrexone and other peripheral opioid antagonists, PSMA or related compounds and CCR5 monoclonal antibodies and of patents held, and patent applications filed, by these groups in those areas. While the validity of these issued patents, patentability of these pending patent applications and applicability of any of them to our programs are uncertain, if asserted against us, any related patent or other intellectual property rights could adversely affect our ability to commercialize our products.

    The research, development and commercialization of a biopharmaceutical often involve alternative development and optimization routes, which are presented at various stages in the development process. The preferred routes cannot be predicted at the outset of a research and development program because they will depend on subsequent discoveries and test results. There are numerous third-party patents in our field, and we may need to obtain a license under a patent in order to pursue the preferred development route of one or more of our products. The need to obtain a license would decrease the ultimate profitability of the applicable product. If we cannot negotiate a license, we might have to pursue a less desirable development route or terminate the program altogether.

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We are dependent upon third parties for a variety of functions. These arrangements may not provide us with the benefits we expect.

    We rely in part on third parties to perform a variety of functions. We are party to numerous agreements which place substantial responsibility on clinical research organizations, consultants and other service providers for the development of our products. We also rely on medical and academic institutions to perform aspects of our clinical trials of product candidates. In addition, an element of our research and development strategy is to in-license technology and product candidates from academic and government institutions in order to minimize investments in early research. We have entered into agreements under which we have depended on Wyeth and Ono, respectively, for the commercialization and development of RELISTOR. We may not be able to replace the benefits to us of the Wyeth agreement on attractive terms. We may not be able to maintain our relationships with Ono or new partners, or establish new ones on beneficial terms. We may not be able to enter new arrangements without undue delays or expenditures, and these arrangements may not allow us to compete successfully.

We are exposed to product liability claims, and in the future may not be able to obtain insurance against claims at a reasonable cost or at all. This exposure may increase with our reacquisition of the rights to RELISTOR to the extent we are not indemnified by a new partner.

    Our business exposes us to product liability risks, which are inherent in the testing, manufacturing, marketing and sale of pharmaceutical products. We may not be able to avoid product liability exposure. If a product liability claim is successfully brought against us, our financial position may be adversely affected. Pursuant to the Transition Agreement, we will assume responsibility for product liability risks arising from marketing and sales of RELISTOR, which Wyeth had borne under our 2005 collaboration.

    Product liability insurance for the biopharmaceutical industry is generally expensive, when available at all. We have obtained product liability insurance in the amount of $10.0 million per occurrence, subject to a deductible and a $10.0 million annual aggregate limitation. Where local statutory requirements exceed the limits of our existing insurance or where local policies of insurance are required, we maintain additional clinical trial liability insurance to meet these requirements. Our current insurance coverage may not be adequate to cover claims brought against us. Some of our license and other agreements require us to obtain product liability insurance. Adequate insurance coverage may not be available to us at a reasonable cost in the future.

We handle hazardous materials and must comply with environmental laws and regulations, which can be expensive and restrict how we do business. If we are involved in a hazardous waste spill or other accident, we could be liable for damages, penalties or other forms of censure.

    Our research and development work and manufacturing processes involve the use of hazardous, controlled and radioactive materials. We are subject to federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of these materials. Despite procedures that we implement for handling and disposing of these materials, we cannot eliminate the risk of accidental contamination or injury. In the event of a hazardous waste spill or other accident, we could be liable for damages, penalties or other forms of censure. We may be required to incur significant costs to comply with environmental laws and regulations in the future.

If we lose key management and scientific personnel on whom we depend, our business could suffer.

    We are dependent upon our key management and scientific personnel. In particular, the loss of Dr. Maddon could cause our management and operations to suffer. Our employment agreement with Dr. Maddon is effective on a year-to-year basis, subject to automatic renewal unless either party terminates. Employment agreements do not assure the continued employment of an employee. We maintain key-man life insurance on Dr. Maddon which is not necessarily related to his value to the Company at any given time.

    Competition for qualified employees among companies in the biopharmaceutical industry is intense. Our future success depends upon our ability to attract, retain and motivate highly skilled employees. In order to commercialize our products successfully, we may be required to expand substantially our personnel, particularly in the areas of manufacturing, clinical trials management, regulatory affairs, business development and marketing. We may not be successful in hiring or retaining qualified personnel.

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If health care reform measures are enacted, our operating results and our ability to commercialize products could be adversely affected.

    In recent years, there have been numerous proposals to change the health care system in the U.S. and in other jurisdictions. Some of these proposals have included measures that would change the nature of and regulatory requirements relating to drug discovery, clinical testing and regulatory approvals, limit or eliminate payments for medical procedures and treatments, or subject the pricing of pharmaceuticals to government control. Outside the U.S., and particularly in the E.U., the pricing of prescription pharmaceuticals is subject to governmental control. In addition, as a result of the trend towards managed health care in the U.S., as well as legislative proposals to reduce government insurance programs, third-party payors are increasingly attempting to contain health care costs by limiting both coverage and the level of reimbursement of new drug products. Consequently, significant uncertainty exists as to the reimbursement status of newly approved health care products.

    If we or any of our collaborators succeed in bringing one or more of our products to market, third party payors may establish and maintain price levels insufficient for us to realize an appropriate return on our investment in product development. Significant changes in the health care system in the U.S. or elsewhere, including changes resulting from adverse trends in third-party reimbursement programs, could have a material adverse effect on our operating results and our ability to raise capital and commercialize products.

A substantial portion of our funding has come from federal government grants and research contracts. We cannot rely on these grants or contracts as a continuing source of funds.

    A substantial portion of our revenues to date, albeit decreasing since 2006, has been derived from federal government grants and research contracts. During the last three years, we generated revenues from awards made to us by the NIH between 2003 and 2009, to partially fund some of our programs. We cannot rely on grants or additional contracts as a continuing source of funds. Funds available under these grants and contracts must be applied by us toward the research and development programs specified by the government rather than for all our programs generally. The government’s obligation to make payments under these grants and contracts is subject to appropriation by the U.S. Congress for funding in each year. It is possible that Congress or the government agencies that administer these government research programs will decide to scale back these programs or terminate them due to their own budgetary constraints. Additionally, these grants and research contracts are subject to adjustment based upon the results of periodic audits performed on behalf of the granting authority. Consequently, the government may not award grants or research contracts to us in the future, and any amounts that we derive from existing awards may be less than those received to date. In those circumstances, we would need to provide funding on our own, obtain other funding, or scale back the affected program. In particular, we cannot assure you that any currently-contemplated or future efforts to obtain funding for our product candidate programs through government grants or contracts will be successful, or that any such arrangements which we do conclude will supply us with sufficient funds to complete our development programs without providing additional funding on our own or obtaining other funding.

We have a history of operating losses, and we may never be profitable.

    We have incurred substantial losses since our inception. As of December 31, 2009, we had an accumulated deficit of $329.3 million. We have derived no significant revenues from product sales or royalties. We may not achieve significant product sales or royalty revenue for a number of years, if ever. We expect to continue to incur operating losses in the future, which could increase significantly if we attempt to develop and commercialize RELISTOR without adequate collaboration and/or financial arrangements and, at the same time, expand our clinical trial programs and other product development efforts.

    Our ability to achieve and sustain profitability is dependent in part on obtaining regulatory approval for and then commercializing our products, either alone or with others. We may not be able to develop and commercialize products beyond subcutaneous RELISTOR. Our operations may not be profitable even if any of our other products under development are commercialized. Additional expenses we incur in future development and commercialization of RELISTOR may cause our losses to grow and to accelerate.

Our stock price has a history of volatility. You should consider an investment in our stock as risky and invest only if you can withstand a significant loss.

    Our stock price has a history of significant volatility. Between January 1, 2007 and December 31, 2009, our stock price has ranged from $30.31 to $3.53 per share. Between January 1, 2010 and March 5, 2010, it has ranged from $4.99 to $4.16 per share. Historically, our stock price has fluctuated through an even greater range. At times, our stock price has been volatile even in the absence of significant news or developments relating to us. The stock prices of biotechnology companies and the stock market generally have been subject to dramatic price swings in recent years, and financial and market conditions in the past two years have resulted in widespread pressures on securities of issuers throughout the world economy. Factors that may have a significant impact on the market price of our common stock include:

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    ·    the results of clinical trials and pre-clinical studies involving our products or those of our competitors;

    ·    changes in the status of any of our drug development programs, including delays in clinical trials or program terminations;

    ·    developments regarding our efforts to achieve marketing approval for our products;

    ·    developments in our relationships with Wyeth, Ono and any other business partner(s) with which we may collaborate in the future regarding the development and    

    commercialization of RELISTOR;

    ·    developments in current or future relationships with other collaborative partners with respect to other products and candidates;

    ·    announcements of technological innovations or new commercial products by us, our collaborators or our competitors;

    ·    developments in patent or other proprietary rights;

    ·    governmental regulation;

    ·    changes in reimbursement policies or health care legislation;

    ·    public concern as to the safety and efficacy of products developed by us, our collaborators or our competitors;

    ·    our ability to fund ongoing operations;

    ·    fluctuations in our operating results; and

    ·    general market conditions.

    Purchases of our common shares pursuant to our share repurchase program may, depending on their timing, volume and form, result in our stock price to be higher than it would be in the absence of such purchases. If purchases under the program are discontinued, our stock price may fall.

Our principal stockholders are able to exert significant influence over matters submitted to stockholders for approval.

    At December 31, 2009, our directors and executive officers and stockholders affiliated with Tudor Investment Corporation together beneficially owned or controlled approximately one-fifth of our outstanding shares of common stock. At that date, our five largest stockholders, excluding our directors and executive officers and stockholders affiliated with Tudor, beneficially owned or controlled in the aggregate approximately 45% of our outstanding shares. Our directors and executive officers and Tudor-related stockholders, should they choose to act together, could exert significant influence in determining the outcome of corporate actions requiring stockholder approval and otherwise control our business. This control could have the effect of delaying or preventing a change in control of us and, consequently, could adversely affect the market price of our common stock. Other significant but unrelated stockholders could also exert influence in such matters.

Anti-takeover provisions may make the removal of our Board of Directors and/or management more difficult, and consequently, may discourage hostile bids for control of our company that may be beneficial to our stockholders.

    Our Board of Directors is authorized, without further stockholder action, to issue from time to time shares of preferred stock in one or more designated series or classes. The issuance of preferred stock, as well as provisions in certain of our stock options that provide for acceleration of exercisability upon a change of control, and Section 203 and other provisions of the Delaware General Corporation Law could:

·    make the takeover of Progenics or the removal of our Board of Directors or management more difficult;

·    discourage hostile bids for control of Progenics in which stockholders may receive a premium for their shares of common stock; and

·    otherwise dilute the rights of holders of our common stock and depress the market price of our common stock.

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If there are substantial sales of our common stock, the market price of our common stock could decline.

    Sales of substantial numbers of shares of common stock could cause a decline in the market price of our stock. We require substantial external funding to finance our research and development programs and may seek such funding through the issuance and sale of our common stock. In addition, some of our other stockholders are entitled to require us to register their shares of common stock for offer or sale to the public. We have filed Form S-8 registration statements registering shares issuable pursuant to our equity compensation plans and periodically seek to increase the amount of securities available under these plans. Any sales by existing stockholders or holders of options, or other rights, may have an adverse effect on our ability to raise capital and may adversely affect the market price of our common stock.

Item 1B. Unresolved Staff Comments

    There were no unresolved SEC staff comments regarding our periodic or current reports under the Exchange Act as of December 31, 2009.

Item 2. Properties

    As of December 31, 2009, we occupy in total approximately 131,500 square feet of laboratory, manufacturing and office space on a single campus in Tarrytown, New York, under five lease agreements, the majority of which expired December 31, 2009, while the remaining leases were to expire in either 2012 or 2014. In October 2009, we renewed to December 31, 2020, our lease agreement for a total of 149,300 square feet of office and laboratory space in the same campus.

    In addition to rents due under these arrangements, we are obligated to pay additional facilities charges, including utilities, taxes and operating expenses.

Item 3. Legal Proceedings

    We are not a party to any material legal proceedings.

Item 4. (Removed and Reserved under recent SEC rules)

24

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Common Stock

    Our common stock is quoted on The NASDAQ Stock Market LLC under the symbol “PGNX.” The following table sets forth, for the periods indicated, the high and low sales price per share of the common stock, as reported on The NASDAQ Stock Market LLC. Such prices reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

			High		Low
2009:	Fourth quarter	$	5.48	$	3.53
	Third quarter		6.14		4.92
	Second quarter		7.05		4.50
	First quarter		10.81		5.08
2008:	Fourth quarter		14.10		6.77
	Third quarter		17.50		11.88
	Second quarter		17.94		6.66
	First quarter		19.25		4.33

    On March 5, 2010, the last sale price for our common stock, as reported by The NASDAQ Stock Market LLC, was $4.65. There were approximately 103holders of record of our common stock as of March 5, 2010.

Comparative Stock Performance Graph

    The graph below compares, for the past five years, the cumulative stockholder return on our common stock with the cumulative stockholder return of (i) the Nasdaq Stock Market (U.S.) Index and (ii) the Nasdaq Pharmaceutical Index, assuming the investment in each equaled $100 on December 31, 2004.

 

Dividends

    We have not paid any dividends since our inception and currently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future.

25

Item 6. Selected Financial Data

    The selected financial data presented below as of December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009 are derived from our audited financial statements, included elsewhere herein. The selected financial data presented below with respect to the balance sheet data as of December 31, 2007, 2006 and 2005 and for each of the two years in the period ended December 31, 2006 are derived from our audited financial statements not included herein. The data set forth below should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements and related Notes included elsewhere herein.

	Years Ended December 31,
	2009			2008			2007			2006			2005
	(in thousands, except per share data)
Statement of Operations Data:
Revenues:
Research and development	$	44,351		$	59,885		$	65,455		$	58,415		$	-
Royalty income		2,372			146			-			-			-
Research and development from joint venture		-			-			-			-			988
Research grants and contract		1,968			7,460			10,075			11,418			8,432
Other revenues		256			180			116			73			66
Total revenues		48,947			67,671			75,646			69,906			9,486
Expenses:
Research and development		49,798			82,290			95,234			61,711			43,419
In-process research and development		-			-			-			13,209			-
License fees – research and development		1,058			2,830			942			390			20,418
General and administrative		25,106			28,834			27,901			22,259			13,565
Royalty expense		237			15			-			-			-
Loss in joint venture		-			-			-			121			1,863
Depreciation and amortization		5,078			4,609			3,027			1,535			1,748
Total expenses		81,277			118,578			127,104			99,225			81,013
Operating loss		(32,330	)		(50,907	)		(51,458	)		(29,319	)		(71,527	)
Other income:
Interest income		1,481			6,235			7,770			7,701			2,299
Gain on sale of marketable securities		237			-			-			-			-
Total other income		1,718			6,235			7,770			7,701			2,299
Net loss before income taxes		(30,612	)		(44,672	)		(43,688	)		(21,618	)		(69,228	)
Income taxes		-			-			-			-			(201	)
Net loss	$	(30,612	)	$	(44,672	)	$	(43,688	)	$	(21,618	)	$	(69,429	)
Per share amounts on net loss:
Basic and diluted	$	(0.98	)	$	(1.48	)	$	(1.59	)	$	(0.84	)	$	(3.32	)

	December  31,
	2009		2008		2007		2006		2005
	(in thousands)
Balance Sheet Data:
Cash, cash equivalents and marketable securities	$	96,196	$	141,374	$	170,370	$	149,100	$	173,090
Working capital		95,388		85,983		102,979		91,827		137,101
Total assets		113,613		157,833		189,539		165,911		184,003
Deferred revenue, long-term		-		-		9,131		16,101		-
Other liabilities, long-term		-		266		359		123		49
Total stockholders’ equity		107,607		119,369		147,499		110,846		112,732

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

Overview

    General. We are a biopharmaceutical company focusing on the development and commercialization of innovative therapeutic products to treat the unmet medical needs of patients with debilitating conditions and life-threatening diseases. Our principal programs are directed toward supportive care, oncology and virology. We commenced principal operations in 1988, became publicly traded in 1997 and throughout have been engaged primarily in research and development efforts, developing manufacturing capabilities, establishing corporate collaborations and raising capital.

    In June 2008, we began recognizing royalty income from net sales by Wyeth of subcutaneous RELISTOR. With the reacquisition of our rights to RELISTOR in October 2009, we will be required, to the extent such tasks are not undertaken by one or more partners, to address new technological, clinical and commercial challenges, including, if we choose to sell and support or co-promote RELISTOR, hiring a sales force, developing a commercial regulatory compliance program and otherwise building a commercial infrastructure. We continue to monitor our program expenditures, including headcount levels, in conjunction with program and program candidates that we choose or are obligated to undertake. We expect to continue to incur operating losses during the near term.

    Our sources of revenues for the three years ended December 31, 2009 have been payments under our collaboration agreements and funds from research grants and contracts from the NIH related to our oncology and virology programs. From January 2006 to October 2009, we recognized revenues from Wyeth for (i) reimbursement of our development expenses for RELISTOR as incurred, (ii) the $60.0 million upfront payment we received from Wyeth over the period of our development obligations, (iii) milestones achieved during our collaboration with Wyeth and (iv) royalties earned based on net sales of RELISTOR. To date, our product sales have consisted solely of limited revenues from the sale of research reagents and we expect that future sales will not significantly increase over current levels.

    A majority of our expenditures to date have been for research and development activities. During 2009, expenses for our RELISTOR and HIV research program decreased to $7.8 million and $11.8 million, respectively, compared to (i) $25.4 million and $39.4 million, respectively in 2008 and (ii) $41.5 million and $29.0 million, respectively in 2007. Expenses for our cancer research programs increased to $20.1 million during 2009 compared to (i) $10.8 million in 2008 and (ii) $16.1 million in 2007. We expect our expenses for RELISTOR will increase in 2010 and thereafter compared to 2009, as a result of our reacquisition of our rights to RELISTOR. We also expect that our non-RELISTOR development expenses will be affected by our RELISTOR expenditures. A portion of our non-RELISTOR expenses are reimbursed through government funding.

    At December 31, 2009, we had cash, cash equivalents and marketable securities totaling $96.2 million. We expect that cash, cash equivalents and marketable securities on hand at December 31, 2009 will be sufficient to fund operations at current levels beyond one year.Cash used in operating activities for the year ended December 31, 2009 was $49.8 million and our net loss for 2009 was $30.6 million. We have had recurring losses since inception. Other than potential revenues from the RELISTOR franchise, we do not anticipate generating significant recurring revenues, from royalties, product sales or otherwise, in the near term. Consequently, we may require significant additional external funding to continue our operations at their current levels in the future. Such funding may be derived from additional collaboration or licensing agreements with pharmaceutical or other companies or from the sale of our common stock or other securities to investors or government funding, but may also not be available to us on acceptable terms or at all.

    Supportive Care. Our first commercial product is RELISTOR® (methylnaltrexone bromide) subcutaneous injection, a first-in-class therapy for opioid-induced constipation approved for sale in over 40 countries worldwide, including the U.S., E.U., Canada, Australia and Brazil. Marketing applications are pending elsewhere throughout the world.

    In October 2009, we and Wyeth Pharmaceuticals terminated our 2005 RELISTOR collaboration, as a result of which we regained all worldwide rights to RELISTOR. Under our Transition Agreement, Wyeth is continuing to market and sell RELISTOR for a U.S. Sales Period ending September 30, 2010 and an ex-U.S. Sales Period ending December 31, 2010. After this transition period, we will assume full control of and responsibility for future development and commercialization of RELISTOR. Shortly after the termination, Pfizer Inc. completed its previously-announced acquisition of Wyeth, which is now a wholly owned subsidiary of Pfizer.

    We are pursuing a range of strategic alternatives for RELISTOR, including licensing, collaboration and/or strategic alliances with world-wide or regional partners, U.S. commercialization of the currently-approved product on our own or with pharmaceutical detailing and sales organizations and/or co-promotion of the franchise with a partner using our own sales force.

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    Under the Transition Agreement, Wyeth has agreed to pay us the sum of $10.0 million in six quarterly installments and is continuing certain ongoing development efforts for subcutaneous RELISTOR, at its expense, through September 30, 2010. Wyeth’s international sales and marketing obligations during the ex-U.S. Sales Period are subject to certain extension and early transition options available to us. Wyeth will continue to pay royalties on worldwide sales as provided in the 2005 collaboration agreement except that no royalties will be payable in respect of ex-U.S. sales during (i) the fourth quarter of 2010 to the extent certain financial targets are not met or (ii) an extended ex-U.S. Sales Period in the subject country. We have agreed to purchase Wyeth’s remaining inventory of subcutaneous RELISTOR at the end of the Sales Periods on agreed-upon terms and conditions. Principal responsibility for regulatory submissions and interactions for all other formulations and presentations of RELISTOR will be transferred during and as part of the transition. Wyeth is also providing financial resources, aggregating up to approximately $14.5 million, and/or other assistance with respect to agreed-upon regulatory, manufacturing and supply matters.

    Our October 2008 out-license to Ono Pharmaceutical of the rights to subcutaneous RELISTOR in Japan is unaffected by termination of the Wyeth collaboration. In June 2009, Ono began clinical testing in Japan of RELISTOR subcutaneous injection. In August 2009, we and Wyeth announced submission to U.S. and E.U. regulators of applications for subcutaneous RELISTOR in pre-filled syringes, which are designed to ease preparation and administration for patients and caregivers.

    We are also developing subcutaneous RELISTOR for treatment of OIC outside the advanced-illness setting, in individuals with chronic pain not related to cancer. We and Wyeth recently completed enrollment in a one-year, open-label safety study, results from which, together with results from a previous phase 3 efficacy trial will support planned regulatory filings in early 2011 in the U.S., Europe and elsewhere for approval of RELISTOR to treat OIC in the chronic-pain setting.

    As part of our reacquisition of RELISTOR, we have taken over development responsibilities for an oral formulation of RELISTOR for the treatment of OIC in patients with chronic, non-cancer pain. In March 2010, we announced that we plan to advance oral methylnaltrexone for the treatment of OIC into late stage clinical development and will commence a phase 2b/3 clinical trial of a methylnaltrexone tablet in chronic-pain patients in the second half of 2010.

    Our 2005 collaboration agreement with Wyeth was terminated by the October 2009 Transition Agreement, but the 2005 agreement remained in effect for the time periods prior to termination covered by this report. Prior to the Transition Agreement, we received upfront, milestone and royalty payments from Wyeth, and were reimbursed for expenses we incurred in connection with the development of RELISTOR; manufacturing and commercialization expenses for RELISTOR were funded by Wyeth. At inception of the Wyeth collaboration, Wyeth paid to us a $60.0 million non-refundable upfront payment. Wyeth made $39.0 million in milestone payments thereafter. Costs for the development of RELISTOR incurred by Wyeth or us starting January 1, 2006 through termination of the 2005 collaboration agreement were paid by Wyeth. We were reimbursed by Wyeth for our development costs based on the number of our full-time equivalent employees (FTEs) devoted to the development project, all subject to Wyeth’s audit rights and possible reconciliation. During the applicable royalty periods, Wyeth was obligated to pay us royalties on net sales, as defined (which included specified sales deductions), of RELISTOR by Wyeth throughout the world other than Japan, where we licensed rights to subcutaneous RELISTOR to Ono. Wyeth’s royalty obligations continue during the transition period as provided in the Transition Agreement.

    Under our License Agreement with Ono, in October 2008 we out-licensed rights to subcutaneous RELISTOR in Japan in return for an upfront payment of $15.0 million and the right to receive potential milestones, upon achievement of development responsibilities by Ono, of up to $20.0 million, commercial milestones and royalties on sales by Ono of subcutaneous RELISTOR in Japan. Ono also has the option to acquire from us the rights to develop and commercialize in Japan other formulations of RELISTOR on terms to be negotiated separately. Ono may request us to perform activities related to its development and commercialization responsibilities beyond our participation in joint committees and specified technology transfer related tasks which will be at its expense, and reimbursable at the time we perform these services.

    Future royalty and milestone payments will depend on success in development and commercialization of RELISTOR, which will be dependent on many factors, such as the actions of Wyeth during the transition, Ono’s efforts and those of any other business partner(s) with which we may collaborate, decisions by the FDA and other regulatory bodies, the outcome of clinical and other testing of RELISTOR, and our own efforts. Many of these matters are outside our control. In particular, we cannot guarantee that we will be able to successfully partner the RELISTOR franchise. We also cannot guarantee, in light of Wyeth’s limited obligations under the Transition Agreement, its acquisition by Pfizer and its limited ongoing commercial interest in the RELISTOR franchise, that Wyeth’s efforts during the transition will achieve any particular level of success in marketing and sales, regulatory approval or clinical development of subcutaneous RELISTOR.

28

    Oncology. In the area of prostate cancer, we are conducting a phase 1 clinical trial of a fully human monoclonal ADC directed against PSMA, a protein found at high levels on the surface of prostate cancer cells and also on the neovasculature of a number of other types of solid tumors. We are also developing therapeutic vaccines designed to stimulate an immune response to PSMA. Our PSMA programs are conducted through our wholly owned subsidiary, PSMA Development Company LLC.

    We recently presented data from preclinical studies of novel multiplex phosphoinositide 3-kinase (PI3K) inhibitors -- synthetic, small-molecule compounds identified by us that, in laboratory studies, blocked both PI3K, a key regulator of one molecular signaling pathway, and MNK, an oncogenic kinase in the Ras pathway. We believe simultaneously blocking these interlinked cellular pathways may provide a strategy to combat some of the most aggressive forms of cancer.

    Virology. In the area of virology, we are developing a viral-entry inhibitor -- a humanized monoclonal antibody, PRO 140 -- for HIV, the virus that causes AIDS. We are developing the subcutaneous form of PRO 140 for treatment of HIV infection, which has the potential for weekly self-administration. Advancement of this program is subject to our obtaining pivotal clinical-trial funding, for which we have applied to government agencies. In our hepatitis C virus infection efforts, we are evaluating second-generation HCV-entry inhibitors as possible development candidates. We are also engaged in research regarding a prophylactic vaccine against HIV infection.

    Our oncology and virology product candidates are not as advanced in development as RELISTOR, and we do not expect any recurring revenues from sales or otherwise with respect to these product candidates in the near term.

Results of Operations (amounts in thousands)

Revenues:

    Our sources of revenue during the years ended December 31, 2009, 2008 and 2007, included our 2005 collaboration with Wyeth, which was effective from January 2006 to October 2009, our License Agreement with Ono, our research grants and contract from the NIH and, to a small extent, our sale of research reagents. In June 2008, we began recognizing royalty income from net sales by Wyeth of subcutaneous RELISTOR.

Sources of Revenue	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent Change
Research and development	$44,351	$59,885	$65,455	(26%)	(9%)
Royalty income	2,372	146	-	1525%	N/A
Research grants and contract	1,968	7,460	10,075	(74%)	(26%)
Other revenues	256	180	116	42%	55%
	$48,947	$67,671	$75,646	(28%)	(11%)

    2009 vs. 2008

    Research and development revenue:

    Wyeth Collaboration. For the three years ended December 31, 2009, we recognized as revenue: (i) in May 2007, $9,000, representing two milestone payments, related to the acceptance for review of applications submitted for marketing approval of a subcutaneous formulation of RELISTOR in the U.S. and European Union, (ii) in April 2008, $15,000 milestone payment related to the FDA approval of subcutaneous RELISTOR and (iii) in July 2008, $10,000 milestone payment related to the European approval of subcutaneous formulation of RELISTOR. We have analyzed the facts and circumstances of these milestones and believe that they met those criteria for revenue recognition upon achievement of the respective milestones. See Critical Accounting Policies – Revenue Recognition.

    During the years ended December 31, 2009 and 2008, we recognized $29,298 and $59,885, respectively, of revenue from Wyeth, consisting of (i) $14,562 and $10,228, respectively, of the $60,000 upfront payment we received upon entering into our 2005 collaboration, (ii) $4,736 and $24,657, respectively, as reimbursement of our development expenses, and (iii) $10,000 and $25,000, respectively, under the Transition Agreement and non-refundable milestone payments.

29

    From the inception of the Wyeth Collaboration through December 31, 2009, we recognized revenue for the entire $60,000 upfront payment, $104,054 as reimbursement for our development costs, and a total of $39,000 for non-refundable milestone payments. We do not expect to receive additional reimbursement revenue under the 2005 collaboration due to its termination. Wyeth, at its expense, is continuing certain ongoing development efforts for subcutaneous RELISTOR through September 30, 2010.

    We recognize a portion of the upfront payment in a reporting period in accordance with the proportionate performance method, which is based on the percentage of actual effort performed on our development obligations in that period relative to total effort expected for all of our performance obligations under the arrangement, as reflected in the most recent development plan and budget approved by Wyeth and us. During the third quarter of 2007, a revised budget was approved, which extended our performance period to the end of 2009 and, thereby, decreased the amount of revenue we are recognizing in each reporting period. The Transition Agreement shortened the obligation period from the end of 2009 to October 2009 and we recognized the remaining $5.2 million of unamortized upfront payment as revenue during the fourth quarter of 2009.

    Ono License Agreement.In October 2008, we entered into a License Agreement with Ono and in November 2008, received an upfront payment of $15,000. We are entitled to receive potential milestones and royalty payments. During the year ended December 31, 2009, we recognized the $15,000 of the upfront payment as revenue, due to satisfying our performance obligations.

    Royalty income. We began earning royalties from net sales by Wyeth of subcutaneous RELISTOR in June 2008. During the years ended December 31, 2009 and 2008, we earned royalties of $1,853 and $665, respectively, based on the net sales of RELISTOR and we recognized $2,372 and $146, respectively, of royalty income. The remaining deferred royalty revenue balance of $807, as of September 30, 2009, was recognized as royalty income during the fourth quarter of 2009, the period in which our development obligations under the 2005 collaboration agreement terminated. Our royalties from net sales by Wyeth of RELISTOR, as defined, are based on royalty rates under our 2005 collaboration. These rates can range up to 30% of U.S. and 25% of foreign net sales at the highest sales levels.

    Global net sales of RELISTOR were $12.3 million for the year ended December 31, 2009, comprised of $7.1 million of U.S. net sales and $5.2 million of ex-U.S. net sales. Global net sales of RELISTOR were $4.4 million for the year ended December 31, 2008, with U.S. and ex-U.S. net sales constituting $2.8 million and $1.6 million, respectively.

    Research grants and contract. In 2003, we were awarded a contract (NIH Contract) by the NIH to develop a prophylactic vaccine (ProVax) designed to prevent HIV from becoming established in uninfected individuals exposed to the virus. Funding under the NIH Contract provided for pre-clinical research, development and early clinical testing. These funds were used principally in connection with our ProVax HIV vaccine program. The NIH Contract expired in December 2008 and through that date, we recognized revenue of $15,509, including $180 for the achievement of two milestones, and in June 2009, were awarded a five-year NIH grant totaling up to $14.5 million to continue this work, subject to annual funding approvals and customary compliance obligations.

    Revenues from research grants and contract from the NIH decreased to $1,968 for the year ended December 31, 2009 from $7,460 for the year ended December 31, 2008; $1,968 and $5,251 from grants and $0 and $2,209 from the NIH Contract for the years ended December 31, 2009 and 2008, respectively. The decrease in grant and contract revenue resulted from fewer active grants and reimbursable expenses in 2009 than in 2008, and the expiration of the NIH Contract in December 2008.

    Other revenues, primarily from orders for research reagents, increased to $256 for the year ended December 31, 2009 from $180 for the year ended December 31, 2008.

    2008 vs. 2007

    Research revenues from collaborator. During the years ended December 31, 2008 and 2007, we recognized $59,885 and $65,455, respectively, of revenue from Wyeth, consisting of (i) $10,228 and $16,378, respectively, of the $60,000 upfront payment we received upon entering into our Collaboration in December 2005, (ii) $24,657 and $40,077, respectively, as reimbursement of our development expenses, and (iii) $25,000 and $9,000, respectively, of non-refundable milestone payments.

    Ono License Agreement. As of December 31, 2008, relative to the $15.0 million upfront payment from Ono, we recorded $15.0 million as deferred revenue – current, which was recognized as revenue during the first quarter of 2009, due to satisfying our performance obligations.

    Royalty income. During the year ended December 31, 2008, we earned royalties of $665, based on the net sales of RELISTOR and we recognized $146, of royalty income. As of December 31, 2008, we have recorded a cumulative total of $519 as deferred revenue – current. The $519 of deferred royalty revenue was to be recognized as royalty income over the period of our development obligations relating to RELISTOR, which was shortened by the Transition Agreement from the end of 2009 to October 2009.

30

    Global net sales of RELISTOR, which began in June 2008, were $4.4 million in the year ended December 31, 2008. U.S. RELISTOR net sales totaled $2.8 million in 2008 and ex-U.S. RELISTOR net sales totaled $1.6 million in 2008.

    Research grants and contract. Revenues from research grants and contract from the NIH decreased to $7,460 for the year ended December 31, 2008 from $10,075 for the year ended December 31, 2007; $5,251 and $6,185 from grants and $2,209 and $3,890 from the NIH Contract for the years ended December 31, 2008 and 2007, respectively. The decrease in grant revenue resulted from fewer reimbursable expenses in 2008 than in 2007 on new and continuing grant related projects, and decreased activity under the NIH Contract.

    Other revenues, primarily from higher orders for research reagents, increased to $180 for the year ended December 31, 2008 from $116 for the year ended December 31, 2007.

Expenses:

    Research and Development Expenses include scientific labor, supplies, facility costs, clinical trial costs, product manufacturing costs, royalty payments and license fees. Research and development expenses, including license fees and royalty expense, decreased to $51,093 for the year ended December 31, 2009 from $85,135 for the year ended December 31, 2008, and from $96,176 in the year ended December 31, 2007. During 2009, the decrease in research and development expenses over those in 2008 and 2007 was primarily due to reduced RELISTOR development expenses following completion of clinical trials and reduced manufacturing activities for PRO 140 clinical trials, partially offset by increases in PSMA-related activities. See Liquidity and Capital Resources – Uses of Cash, for details of the changes in these expenses by project. From 2006 through October 2009, Wyeth reimbursed us for development expenses we incurred related to RELISTOR under the development plan agreed to between Wyeth and us. Portions of our expenses related to our HIV, HCV and PSMA programs are funded through grants and a contract from the NIH (see Revenues- Research Grants and Contract). The changes in research and development expense, by category of expense, are as follows:

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Salaries and benefits (cash)	$21,576	$24,383	$24,061	(12%)	1%

2009 vs. 2008   Salaries and benefits (cash) decreased due to a decline in average headcount to 175 from 196 for the years ended December 31, 2009 and 2008, respectively, in the research and development, manufacturing and clinical departments as part of our efforts to manage costs.

2008 vs. 2007   Salaries and benefits (cash) increased due to an increase in average headcount to 196 from 190 for the years ended December 31, 2008 and 2007, respectively, in the research and development, manufacturing and clinical departments.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Share-based compensation (non-cash)	$7,225	$7,241	$7,104	0%	2%

2009 vs. 2008   Share-based compensation (non-cash) decreased for the year ended December 31, 2009 compared to the year ended December 31, 2008 due to lower employee stock purchase plan expense, partially offset by higher restricted stock and stock option plan expenses. See Critical Accounting Policies − Share-Based Payment Arrangements.

2008 vs. 2007   Share-based compensation (non-cash) increased due to increase in employee stock purchase plan expenses, partially offset by lower stock options and restricted stock expenses for the year ended December 31, 2008 compared to the year ended December 31, 2007. See Critical Accounting Policies − Share-Based Payment Arrangements.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Clinical trial costs	$2,198	$14,127	$19,225	(84%)	(27%)

2009 vs. 2008   Clinical trial costs decreased primarily due to lower expenses for (i) RELISTOR ($9,768), from reduced clinical trial activities, and (ii) HIV ($2,821), due to decreased PRO 140 clinical trial activities and Other ($5), partially offset by an increase in expenses for Cancer ($665), all for the year ended December 31, 2009 compared to the year ended December 31, 2008.

2008 vs. 2007   Clinical trial costs decreased primarily due to lower expenses for (i) RELISTOR ($6,686), from reduced clinical trial activities, and (ii) Cancer ($1,534), due to termination of a development program in 2007, partially offset by an increase in HIV ($3,122), due to increased PRO 140 clinical trial activities, all for the year ended December 31, 2008 compared to the year ended December 31, 2007.

31

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Laboratory supplies	$3,011	$3,944	$5,196	(24%)	(24%)

2009 vs. 2008   Laboratory supplies decreased due to lower expenses for HIV ($1,841), resulting from a decline in the purchases of drug supplies, partially offset by an increase in (i) Cancer ($842), due to higher expenses for PSMA ADC, (ii) Other projects ($62) and (iii) RELISTOR ($4), all for the year ended December 31, 2009 compared to the year ended December 31, 2008.

2008 vs. 2007   Laboratory supplies decreased due to lower expenses for (i) HIV ($808), resulting from a decline in the purchases of drug supplies, (ii) Cancer ($235), due to fewer expenses for PSMA vaccines and a terminated program, and (iii) Other projects ($209), all for the year ended December 31, 2008 compared to the year ended December 31, 2007.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Contract manufacturing and subcontractors	$8,040	$21,681	$26,051	(63%)	(17%)

2009 vs. 2008   Contract manufacturing and subcontractors decreased due to lower (i) HIV expenses ($13,514), resulting from a decline in manufacturing expenses for PRO 140 and (ii) RELISTOR expenses ($1,439), partially offset by increases in both Cancer ($956), due to higher contract manufacturing expenses for PSMA ADC, and Other ($356), all for the year ended December 31, 2009 compared to the year ended December 31, 2008. These expenses are related to the conduct of clinical trials, including manufacture by third parties of drug materials, testing, analysis, formulation and toxicology services, and vary as the timing and level of such services are required.

2008 vs. 2007   Contract manufacturing and subcontractors decreased due to lower (i) Cancer expenses ($5,401), due to lower contract manufacturing expenses for PSMA ADC, and (ii) RELISTOR expenses ($2,301), partially offset by increases in both HIV ($3,052), due to higher contract manufacturing for PRO 140 and Other ($280), all for the year ended December 31, 2008 compared to the year ended December 31, 2007. These expenses are related to the conduct of clinical trials, including manufacture by third parties of drug materials, testing, analysis, formulation and toxicology services, and vary as the timing and level of such services are required.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Consultants	$1,006	$3,514	$4,722	(71%)	(26%)

2009 vs. 2008   Consultants expenses decreased due to lower expenses for (i) RELISTOR ($1,493), (ii) Cancer ($305), (iii) HIV ($525) and (iv) Other projects ($185), all for the year ended December 31, 2009 compared to the year ended December 31, 2008. These expenses are related to the monitoring of clinical trials as well as the analysis of data from completed clinical trials and vary as the timing and level of such services are required.

2008 vs. 2007   Consultants expenses decreased due to lower expenses for (i) RELISTOR ($1,579), and (ii) Other projects ($174), partially offset by increases in HIV ($294) and Cancer ($251), all for the year ended December 31, 2008 compared to the year ended December 31, 2007. These expenses are related to the monitoring of clinical trials as well as the analysis of data from completed clinical trials and vary as the timing and level of such services are required.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
License fees	$1,058	$2,830	$942	(63%)	200%

2009 vs. 2008   License fees decreased primarily due to a decline in expenses for HIV ($774), Cancer ($516) and RELISTOR ($482), all for the year ended December 31, 2009 compared to the year ended December 31, 2008.

2008 vs. 2007   License fees increased primarily due to an increase in expenses for HIV ($1,100), RELISTOR ($522) and Cancer ($266), all for the year ended December 31, 2008 compared to the year ended December 31, 2007.

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	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Royalty expense	$237	$15	$-	1480%	N/A

2009 vs. 2008   We incurred $185 and $67, respectively, of royalty costs and recognized $237 and $15, respectively, of royalty expenses during the years ended December 31, 2009 and 2008. The remaining deferred royalty charges balance of $81, as of September 30, 2009, was recognized as royalty expense during the fourth quarter 2009, the period in which our development obligations relating to RELISTOR terminated.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Other operating expenses	$6,742	$7,400	$8,875	(9%)	(17%)

2009 vs. 2008   Other operating expenses decreased for the year ended December 31, 2009 compared to the year ended December 31, 2008, primarily due to a decrease in rent ($503), travel ($195), insurance ($82), facilities ($23) and other operating expenses ($223), partially offset by an increase in computer expenses ($368).

2008 vs. 2007   Other operating expenses decreased for the year ended December 31, 2008 compared to the year ended December 31, 2007, primarily due to a decrease in computer expenses ($1,760), insurance ($294), facilities ($186) and travel ($102), partially offset by an increase in other operating expenses ($21) and rent ($846).

    General and Administrative Expenses decreased to $25,106 in the year ended December 31, 2009 from $28,834 in the year ended December 31, 2008 and from $27,901 in the year ended December 31, 2007, as follows:

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Salaries and benefits (cash)	$8,257	$8,610	$7,243	(4%)	19%

2009 vs. 2008   Salaries and benefits (cash) decreased due to lower bonus expense for the year ended December 31, 2009 compared to the same period in 2008, and a decrease in average headcount to 49 from 52, in the general and administrative departments as part of our efforts to manage costs.

2008 vs. 2007   Salaries and benefits (cash) increased due to compensation increases and an increase in average headcount to 52 from 43 in the general and administrative departments for the years ended December 31, 2008 and 2007, respectively.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Share-based compensation (non-cash)	$5,761	$6,892	$8,202	(16%)	(16%)

2009 vs. 2008   Share-based compensation (non-cash) decreased due to decrease in stock option and employee stock purchase plans expenses, partially offset by an increase in restricted stock expenses for the year ended December 31, 2009 compared to the year ended December 31, 2008. See Critical Accounting Policies −Share-Based Payment Arrangements.

2008 vs. 2007   Share-based compensation (non-cash) decreased due to decrease in stock options and restricted stock expenses, partially offset by an increase in employee stock purchase plans expenses for the year ended December 31, 2008 compared to the year ended December 31, 2007. See Critical Accounting Policies −Share-Based Payment Arrangements.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Consulting and professional fees	$6,696	$7,915	$6,552	(15%)	21%

2009 vs. 2008   Consulting and professional fees decreased due to a decrease in consultant fees ($790), patent fees ($540) and public relations ($156), which were partially offset by an increase in audit and compliance fees ($185), legal fees ($64) and other ($18), all for the year ended December 31, 2009 compared to the year ended December 31, 2008.

2008 vs. 2007   Consulting and professional fees increased due to increases in consultant fees ($1,135), legal and patent fees ($132) and other miscellaneous costs ($164), which were partially offset by a decrease in audit and tax fees ($68), all for the year ended December 31, 2008 compared to the year ended December 31, 2007.

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	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Other operating expenses	$4,392	$5,417	$5,904	(19%)	(8%)

2009 vs. 2008   Other operating expenses decreased due to lower spending on recruiting ($234), computer software ($280), travel ($140), taxes ($12), rent ($167), conferences and seminars ($54) and other operating expenses ($195), partially offset by an increase in investor relations ($57), all for the year ended December 31, 2009 compared to the year ended December 31, 2008.

2008 vs. 2007   Other operating expenses decreased due to lower spending on recruiting ($452), facilities ($142), investor relations ($91), taxes ($27) and other operating expenses ($44), partially offset by increases in rent ($269), all for the year ended December 31, 2008 compared to the year ended December 31, 2007.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Depreciation and amortization	$5,078	$4,609	$3,027	10%	52%

2009 vs. 2008   Depreciation and amortization expense increased to $5,078 for the year ended December 31, 2009 from $4,609 for the year ended December 31, 2008, due to fixed asset purchases in 2008 and leasehold improvements placed in service during 2007.

2008 vs. 2007   Depreciation and amortization expense increased to $4,609 for the year ended December 31, 2008 from $3,027 for the year ended December 31, 2007, due to increased amortization of leasehold improvements. Approximately $3.8 million of leasehold improvements was placed in service during 2007, which is being amortized through the end of the lease term of December 31, 2009.

	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
				Percent change
Other income	$1,718	$6,235	$7,770	(72%)	(20%)

2009 vs. 2008   Interest income decreased to $1,481 for the year ended December 31, 2009 from $6,235 for the year ended December 31, 2008. Interest income, as reported, is primarily the result of investment income from our marketable securities, decreased by the amortization of premiums we paid or increased by the amortization of discounts we received for those marketable securities. For the years ended December 31, 2009 and 2008, investment income decreased to $2,075 from $7,195, respectively, due to a decrease in interest rates, lower average balances of cash equivalents and corporate debt securities and higher average balances of money market funds in 2009 than in 2008. Amortization of premiums, net of discounts, was ($594) and ($960) for years ended December 31, 2009 and 2008, respectively. In addition, other income for the year ended December 31, 2009 includes $237 of gains from sale of marketable securities.

2008 vs. 2007   Interest income decreased to $6,235 for the year ended December 31, 2008 from $7,770 for the year ended December 31, 2007. Interest income, as reported, is primarily the result of investment income from our marketable securities, decreased by the amortization of premiums we paid or increased by the amortization of discounts we received for those marketable securities. For the years ended December 31, 2008 and 2007, investment income decreased to $7,195 from $7,325, respectively, due to a decrease in interest rates and lower average balance of cash equivalents and marketable securities in 2008 than in 2007. Amortization of premiums, net of discounts, was ($960) and $445 for the years ended December 31, 2008 and 2007, respectively.

Income Taxes:

    For the years ended December 31, 2009, 2008 and 2007, we had losses both for book and tax purposes.

Net Loss:

    Our net loss was $30,612 for the year ended December 31, 2009, $44,672 for the year ended December 31, 2008 and $43,688 for the year ended December 31, 2007.

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Liquidity and Capital Resources

    We have to date generated only modest amounts of product and royalty revenue, and consequently have relied principally on external funding and our 2005 collaboration to finance our operations. We have funded our operations since inception primarily through private placements of equity securities, public offerings of common stock, payments received under collaboration agreements, funding under government research grants and contracts, interest on investments, proceeds from the exercise of outstanding options and warrants, and the sale of our common stock under our two employee stock purchase plans (Purchase Plans). Advancement of the PRO 140 program is subject to our obtaining pivotal-clinical-trial funding, for which we have applied to government agencies. We are also pursuing strategic collaborations with biopharmaceutical companies for PSMA ADC.

    With the reacquisition of our rights to RELISTOR, we will be required, to the extent such tasks are not undertaken by one or more partners, to address new technological, clinical and commercial challenges, including, if we choose to sell and support or co-promote RELISTOR, hiring a sales force, developing a commercial regulatory compliance program and otherwise building a commercial infrastructure. We continue to monitor our program expenditures, including headcount levels, in conjunction with program and program candidates that we choose or are obligated to undertake. We expect to continue to incur operating losses during the near term. We cannot forecast with any degree of certainty, however, which products or indications, if any, will be subject to future arrangements, or how they would affect our capital requirements. The consummation of other agreements would further allow us to advance other projects with current funds. We have agreed to purchase Wyeth’s remaining inventory of subcutaneous RELISTOR at the end of its sales periods on agreed-upon terms and conditions. If we were to undertake development and commercialization of RELISTOR or any other product candidate on our own without a partner, however, we would be required to establish manufacturing and marketing capabilities and fund a sales force, which we currently do not have.

    At December 31, 2009, we had cash, cash equivalents and marketable securities, including non-current portion, totaling $96.2 million compared with $141.4 million at December 31, 2008. We expect that our existing cash, cash equivalents and marketable securities at December 31, 2009 are sufficient to fund current operations beyond one year. Our cash flow from operating activities was negative for the years ended December 31, 2009, 2008 and 2007 due primarily to the excess of expenditures on our research and development programs and general and administrative costs related to those programs over cash received from collaborators and government grants and contracts to fund such programs, as described below. See Risk Factors.

Sources of Cash

    Operating Activities. Our collaboration with Wyeth provided us with a $60.0 million upfront payment in December 2005. We also received $34.0 million in milestone payments during the three years ended December 31, 2009. In addition, from January 2006 to October 2009, Wyeth reimbursed us for development expenses we incurred related to RELISTOR under the development plan agreed to between us. For the years ended December 31, 2009, 2008 and 2007, we received $4.7 million, $24.7 million and $40.1 million, respectively, of such reimbursement. These reimbursements have ceased as a result of termination of the 2005 Wyeth collaboration.

    Under the Transition Agreement, Wyeth has agreed pay us the sum of $10.0 million in six quarterly installments, and its sales and marketing obligations during the transition will continue in the United States through a U.S. Sales Period and worldwide excluding Japan through the ex-U.S. Sales Period, in accordance with an agreed-upon commercialization plan. The ex-U.S. Sales Period is subject to certain extension and early termination options available to us. Wyeth will continue to pay royalties as provided in the 2005 collaboration agreement except that no royalties will be payable in respect of ex-U.S. sales during (i) the fourth quarter of 2010 to the extent certain financial targets for that quarter are not met or (ii) an extended international sale period in the subject country. Wyeth is also continuing certain ongoing development efforts for RELISTOR, at its expense, through September 30, 2010, and is providing financial resources and/or other assistance, aggregating up to approximately $14.5 million, with respect to agreed-upon regulatory, manufacturing and supply matters.

    Under our License Agreement with Ono, we received from Ono, in November 2008, an upfront payment of $15.0 million, which was recognized as revenue during the first quarter of 2009, upon satisfaction of our performance obligations, and are entitled to receive potential milestone payments, upon achievement of development milestones by Ono, of up to $20.0 million, commercial milestones and royalties on sales of subcutaneous RELISTOR in Japan. Ono is also responsible for development and commercialization costs for subcutaneous RELISTOR in Japan.

    We have funded our ProVax HIV vaccine program through contracts with the NIH providing for pre-clinical research, development and early clinical testing support. Through December 2008, we recognized revenue of $15.5 million from the NIH, including $0.2 million for the achievement of two milestones, and in June 2009 were awarded a new five-year NIH grant totaling up to $14.5 million to continue this work, subject to annual funding approvals and customary compliance obligations.

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    A substantial portion of our revenues to date has been derived from federal government grants. During the years ended December 31, 2009, 2008 and 2007, we recognized as revenue awards made to us by the NIH between 2004 and 2009, to partially fund some of our programs. For the years ended December 31, 2009, 2008 and 2007, we recognized $2.0 million, $5.3 million and $6.2 million, respectively, of revenue from all of our NIH grants.

    Changes in Accounts receivable and Accounts payable for the years ended December 31, 2009, 2008 and 2007 resulted from the timing of receipts from the NIH and Wyeth, and payments made to trade vendors in the normal course of business.

    Other than amounts to be received from Wyeth, Ono and from currently approved grants, we have no committed external sources of capital. Other than revenues from RELISTOR, we expect no significant product revenues for a number of years, as it will take at least that much time, if ever, to bring our product candidates to the commercial marketing stage.

    Investing Activities. We purchase and sell marketable securities in order to provide funding for operations. Our marketable securities, which include corporate debt securities, securities of government-sponsored entities and auction rate securities, are classified as available-for-sale.

    A substantial portion of our cash and cash equivalents ($90.9 million) are guaranteed by the U.S. Treasury or Federal Deposit Insurance Corporation’s guarantee program. Our marketable securities ($5.3 million), which include corporate debt securities and auction rate securities, are classified as available for sale and include $2.9 million of securities collateralized by student loan obligations subsidized by the U.S. government. These investments, while rated investment grade by the Standard & Poor’s and Moody’s rating agencies and predominantly having scheduled maturities greater than ten years, are heavily concentrated in the U.S. financial sector, which continues to be under substantial stress.

    As a result of changes in general market conditions during 2008, we determined to reduce the principal amount of auction rate securities in our portfolio as they came up for auction and invest the proceeds in other securities in accordance with our investment guidelines. Beginning in the first quarter of 2008, auctions failed for certain of our auction rate securities because sell orders exceeded buy orders. As a result, at December 31, 2009, we continue to hold approximately $3.8 million of auction rate securities which, in the event of auction failure, are reset according to the contractual terms in the governing instruments. To date, we have received all scheduled interest payments on these securities. We will not realize cash in respect of the principal amount of these securities until a successful auction occurs, the issuer calls or restructures the underlying security, the underlying security matures and is paid, or a buyer outside the auction process emerges.

    We monitor markets for our investments, but cannot guarantee that additional losses will not be required to be recorded. Valuation of securities is subject to uncertainties that are difficult to predict, such as changes to credit ratings of the securities and/or the underlying assets supporting them, default rates applicable to the underlying assets, underlying collateral value, discount rates, counterparty risk, ongoing strength and quality of market credit and liquidity and general economic and market conditions. We do not believe the carrying values of our investments are other than temporarily impaired and therefore expect the positions will eventually be liquidated without significant loss.

    Our marketable securities are purchased and, in the case of auction rate securities, sold by third-party brokers in accordance with our investment policy guidelines. Our brokerage account requires that all marketable securities be held to maturity unless authorization is obtained from us to sell earlier. In fact, we had a history of holding all marketable securities to maturity prior to the second quarter of 2009, when we decided to sell a portion of our marketable securities which had scheduled maturities between the fourth quarter of 2009 and the third quarter of 2010. The proceeds from these sales were $24.8 million, resulting in a gain of $0.2 million.

    We expect to recover the amortized cost of all of our investments at maturity. Because we do not anticipate having to sell these securities in order to operate our business and believe it is not more likely than not that we will be required to sell these securities before recovery of principal, we do not consider these marketable securities to be other than temporarily impaired at December 31, 2009.

    Financing Activities. During the years ended December 31, 2009, 2008 and 2007, we received cash of $4.9 million, $6.5 million and $7.8 million, respectively, from the exercise of stock options by employees, directors and non-employee consultants, from the sale of our common stock under our Purchase Plans and from sale of common stock in public offering in 2007. The amount of cash we receive from these sources fluctuates commensurate with headcount levels and changes in the price of our common stock on the grant date for options exercised, and on the sale date for shares sold under the Purchase Plans.

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    In 2007, we completed a public offering of 2.6 million shares of our common stock, pursuant to a shelf registration statement that had been filed with the SEC in 2006, which had registered 4.0 million shares of our common stock; that registration statement has now expired. We received proceeds of $57.3 million, or $22.04 per share, which was net of underwriting discounts and commissions of approximately $2.9 million, and paid approximately $0.2 million in other offering expenses.

    In 2008, we obtained approvals for RELISTOR from the FDA, as well as European Union, Canadian, Australian, Venezuelan and other regulatory authorities. Under the Transition Agreement, Wyeth, at its expense, is continuing certain ongoing development efforts for subcutaneous RELISTOR through September 30, 2010, and its sales and marketing obligations during the transition will continue in the United States through a U.S. Sales Period and worldwide excluding Japan through the ex-U.S. Sales Period, in accordance with an agreed-upon commercialization plan. The ex-U.S. Sales Period is subject to certain extension and early termination options available to us. Wyeth will continue to pay royalties as provided in the 2005 collaboration agreement except that no royalties will be payable in respect of ex-U.S. sales during (i) the fourth quarter of 2010 to the extent certain financial targets for that quarter are not met or (ii) an extended international sale period in the subject country.

    Unless we obtain regulatory approval from the FDA for additional product candidates and/or enter into agreements with corporate collaborators with respect to the development of RELISTOR and our additional technologies, we will be required to fund our operations in the future through offerings of equity or debt securities, royalty or other financing agreements, U.S. commercialization or co-promotion with our own sales force, and/or grants and government contracts. Adequate additional funding may not be available to us on acceptable terms or at all. Our inability to raise additional capital on terms reasonably acceptable to us may seriously jeopardize the future success of our business.

Uses of Cash

    Operating Activities. The majority of our cash has been used to advance our research and development programs. We currently have major research and development programs in supportive care, oncology and virology, and are conducting several smaller research projects in those latter areas. Our total expenses for research and development from inception through December 31, 2009 have been approximately $529.6 million. For various reasons, including the early stage of certain of our programs, the timing and results of our clinical trials, our dependence in certain instances on third parties and the uncertainty of the specific nature of RELISTOR-related future arrangements and relationships following termination of the Wyeth collaboration, many of which are outside of our control, we cannot estimate the total remaining costs to be incurred and timing to complete all our research and development programs.

    For the years ended December 31, 2009, 2008 and 2007, research and development costs incurred, by project, were as follows:

	For the Year Ended December 31,
	2009		2008		2007
	(in millions)
RELISTOR	$	7.8	$	25.4	$	41.5
HIV		11.8		39.4		29.0
Cancer		20.1		10.8		16.1
Other programs		11.4		9.5		9.6
Total	$	51.1	$	85.1	$	96.2

    We will require additional funding to continue our research and product development programs, conduct pre-clinical studies and clinical trials, fund operating expenses, pursue regulatory approvals for our product candidates, file and prosecute patent applications and enforce or defend patent claims, if any, and fund product in-licensing and any possible acquisitions.

    Investing Activities. During the years ended December 31, 2009, 2008 and 2007, we have spent $0.9 million, $2.2 million and $5.2 million, respectively, on capital expenditures. These reductions have resulted from our continuing efforts to manage costs in light of available resources and prospects. These expenditures have been primarily related to the purchase of laboratory equipment for our research and development projects, for the manufacture of research and clinical products.

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Contractual Obligations

    Our funding requirements, both for the next 12 months and beyond, will include required payments under operating leases and licensing and collaboration agreements. The following table summarizes our contractual obligations as of December 31, 2009 for future payments under these agreements:

			Payments due by December 31,
	Total		2010			2011-2012		2013-2014	Thereafter
	(in millions)
Operating leases	$	46.0	$	3.7	$	7.7	$	8.0	$	26.6
License and collaboration agreements (1)		81.9		0.8		1.8		4.3		75.0
Total	$	127.9	$	4.5	$	9.5	$	12.3	$	101.6

_______________

(1)   Assumes attainment of milestones covered under each agreement, including those to which PSMA LLC is a party. The timing of the achievement of the related milestones is highly uncertain, and accordingly the actual timing of payments, if any, is likely to vary, perhaps significantly, relative to the timing contemplated by this table.

    We periodically assess the scientific progress and merits of each of our programs to determine if continued research and development is commercially and economically viable. Certain of our programs have been terminated due to the lack of scientific progress and prospects for ultimate commercialization. Because of the uncertainties associated with research and development in these programs, the duration and completion costs of our research and development projects are difficult to estimate and are subject to considerable variation. Our inability to complete research and development projects in a timely manner or failure to enter into collaborative agreements could significantly increase capital requirements and adversely affect our liquidity.

    Our cash requirements may vary materially from those now planned because of results of research and development and product testing, changes in existing relationships or new relationships with licensees, licensors or other collaborators, changes in the focus and direction of our research and development programs, competitive and technological advances, the cost of filing, prosecuting, defending and enforcing patent claims, the regulatory approval process, manufacturing and marketing and other costs associated with the commercialization of products following receipt of regulatory approvals and other factors.

    The above discussion contains forward-looking statements based on our current operating plan and the assumptions on which it relies. There could be deviations from that plan that would consume our assets earlier than planned.

Off-Balance Sheet Arrangements and Guarantees

    We have no obligations under off-balance sheet arrangements and do not guarantee the obligations of any other unconsolidated entity.

Critical Accounting Policies

    We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. Our significant accounting policies are disclosed in Note 2 to our financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2009. The selection and application of these accounting principles and methods requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of our evaluation form the basis for making judgments about the carrying values of assets and liabilities that are not otherwise readily apparent. While we believe that the estimates and assumptions we use in preparing the financial statements are appropriate, these estimates and assumptions are subject to a number of factors and uncertainties regarding their ultimate outcome and, therefore, actual results could differ from these estimates.

    We have identified our critical accounting policies and estimates below. These are policies and estimates that we believe are the most important in portraying our financial condition and results of operations, and that require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We have discussed the development, selection and disclosure of these critical accounting policies and estimates with the Audit Committee of our Board of Directors.

    Revenue Recognition. We recognize revenue from all sources based on the provisions of the SEC’s Staff Accounting Bulletin (SAB) No. 104 (SAB 104) and ASC 605 Revenue Recognition.

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    Collaborations may contain substantive milestone payments to which we apply the substantive milestone method (Substantive Milestone Method). Substantive milestone payments are considered to be performance payments that are recognized upon achievement of the milestone only if all of the following conditions are met: (i) the milestone payment is non-refundable, (ii) achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement, (iii) substantive effort is involved in achieving the milestone, (iv) the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone, and (v) a reasonable amount of time passes between the upfront license payment and the first milestone payment as well as between each subsequent milestone payment.

    Determination as to whether a milestone meets the aforementioned conditions involves management’s judgment. If any of these conditions are not met, the resulting payment would not be considered a substantive milestone and, therefore, the resulting payment would be part of the consideration and be recognized as revenue as such performance obligations are performed.

    Royalty revenue is recognized based upon net sales of related licensed products. Royalty revenue is recognized in the period the sales occur, provided that the royalty amounts are fixed or determinable, collection of the related receivable is reasonably assured and we have no remaining performance obligations under the arrangement providing for the royalty. If royalties are received when we have remaining performance obligations, they would be attributed to the services being provided under the arrangement and, therefore, recognized as such obligations are performed under the proportionate performance method.

    We recognize upfront license payments as revenue upon delivery of the license only if the license had standalone value and the fair value of the undelivered performance obligations, typically including research or steering or other committee services, could be determined. If the fair value of the undelivered performance obligations could be determined, such obligations would then be accounted for separately as performed. If the license is considered to either (i) not have standalone value, or (ii) have standalone value but the fair value of any of the undelivered performance obligations could not be determined, the upfront license payments would be recognized as revenue over the estimated period of when our performance obligations are performed.

    Under the proportionate performance method we recognize revenue provided that we can reasonably estimate the level of effort required to complete our performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Direct labor hours or full-time equivalents will typically be used as the measure of performance. Revenue is recognized in any period as the percent of actual effort expended in that period relative to total effort for all of our performance obligations under the arrangement. Significant judgment and estimates are required in determining the nature and assignment of tasks to be accomplished by each of the parties and the level of effort required for us to complete our performance obligations under the arrangement. The nature and assignment of tasks to be performed by each party involves the preparation, discussion and approval by the parties of a development plan and budget.

    Amounts not expected to be recognized within one year of the balance sheet date are classified as long-term deferred revenue. The estimate of the classification of deferred revenue as short-term or long-term is based upon management’s current operating budget with the collaborator for the total effort required to complete our performance obligations under the arrangement.

    As the development programs progress over time, the development budgets, including the amount of FTEs, may be revised, resulting in a change to the development period or costs. Changes in the development estimates are likely to affect the amount of revenue recognized in the period of change and each year in the future as compared to prior periods. Under the Wyeth collaboration, we recognized $6.2 million less revenue from the $60.0 million upfront payment during the year ended December 31, 2008 compared to the amounts recognized in 2007 due to an extension of the development budget from December 31, 2008 to December 31, 2009. Conversely, we recognized $4.3 million more revenue during 2009 compared to amounts recognized in 2008 due to the increase in the percent of actual effort expended in 2009 relative to the total remaining effort to complete development.

    Share-Based Payment Arrangements. Our share-based compensation to employees includes non-qualified stock options, restricted stock and shares issued under our Purchase Plans, which are compensatory under ASC 718 Compensation – Stock Compensation. We account for share-based compensation to non-employees, including non-qualified stock options and restricted stock, in accordance with ASC 505 Equity.

    The fair value of each non-qualified stock option award is estimated on the date of grant using the Black-Scholes option pricing model.

    The model requires input assumptions with respect to (i) expected volatility of our common stock, which is based upon the daily quoted market prices on The NASDAQ Stock Market LLC over a period equal to the expected term, (ii) the period of time over which employees, officers, our chief executive officer, directors and non-employee consultants are expected to hold their options prior to exercise, (iii) zero expected dividend yield due to never having paid dividends and not expecting to pay dividends in the future, and (iv) risk-free interest rates for periods within the expected term of the options, which are based on the U.S. Treasury yield curve in effect at the time of grant.

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    Historical volatilities are based upon daily quoted market prices of our common stock on The NASDAQ Stock Market LLC over a period equal to the expected term of the related equity instruments. We rely only on historical volatility since it provides the most reliable indication of future volatility. Future volatility is expected to be consistent with historical; historical volatility is calculated using a simple average calculation; historical data is available for the length of the option’s expected term and a sufficient number of price observations are used consistently. Since our stock options are not traded on a public market, we do not use implied volatility.

    The expected term of options granted represents the period of time that options granted are expected to be outstanding based upon historical data related to exercise and post-termination cancellation activity. The expected term of stock options granted to our Chief Executive Officer and non-employee directors and consultants are calculated separately from stock options granted to employees and officers.

    We apply a forfeiture rate to the number of unvested awards in each reporting period in order to estimate the number of awards that are expected to vest. Estimated forfeiture rates are based upon historical data on vesting behavior of employees. We adjust the total amount of compensation cost recognized for each award, in the period in which each award vests, to reflect the actual forfeitures related to that award. Changes in our estimated forfeiture rate will result in changes in the rate at which compensation cost for an award is recognized over its vesting period.

Changes in the assumptions used to compute the fair value of the option awards are likely to affect the fair value of the non-qualified stock option awards and the amount of compensation expense recognized in future periods. A higher volatility, shorter expected term and higher risk-free rate increases the resulting compensation expense recognized in future periods as compared to prior periods. Conversely, a lower volatility, longer expected term and lower risk-free rate decreases the resulting compensation expense recognized in future periods as compared to prior periods.

    For performance-based stock option awards vesting of a defined portion of each award will occur earlier if a defined performance condition is achieved; more than one condition may be achieved in any period. We estimate the probability of achievement of each performance condition and use those probabilities to determine the requisite service period of each award. The requisite service period for the award is the shortest of the explicit or implied service periods. In the case of the executive’s options, the explicit service period is nine years and eleven months from the respective grant dates. The implied service periods related to the performance conditions are the estimated times for each performance condition to be achieved. Thus, compensation expense will be recognized over the shortest estimated time for the achievement of performance conditions for that award (assuming that the performance conditions will be achieved before the cliff vesting occurs). For performance and market-based stock option awards (consisting of options and restricted stock in 2008 and options in 2009) to our Chief Executive Officer vesting occurs on the basis of the achievement of specified performance or market-based milestones. The options have an exercise price equal to the closing price on our common stock on the date of grant. The awards to our Chief Executive Officer are valued using a Monte Carlo simulation and the expense related to these grants will be recognized over the shortest estimated time for the achievement of the performance or market conditions. The awards will not vest unless one of the milestones is achieved or the market condition is met. Changes in the estimate of probability of achievement of any performance or market condition will be reflected in compensation expense of the period of change and future periods affected by the change.

    Research and Development Expenses Including Clinical Trial Expenses. Clinical trial expenses, which are included in research and development expenses, represent obligations resulting from our contracts with various clinical investigators and clinical research organizations in connection with conducting clinical trials for our product candidates. Such costs are expensed as incurred, and are based on the expected total number of patients in the trial, the rate at which the patients enter the trial and the period over which the clinical investigators and clinical research organizations are expected to provide services. We believe that this method best approximates the efforts expended on a clinical trial with the expenses we record. We adjust our rate of clinical expense recognition if actual results differ from our estimates. In addition to clinical trial expenses, we estimate the amounts of other research and development expenses, for which invoices have not been received at the end of a period, based upon communication with third parties that have provided services or goods during the period. Such estimates are subject to change as additional information becomes available.

    Fair Value Measurements. Our available-for-sale investment portfolio consists of money market funds, corporate debt securities and auction rate securities, and is recorded at fair value in the accompanying consolidated balance sheets in accordance with ASC 320 Investments – Debt and Equity Securities. The change in the fair value of these investments is recorded as a component of other comprehensive loss.

    We continue to monitor markets for our investments and consider the impact, if any, of market conditions on the fair market value of our investments.

40

    We expect to recover the amortized cost of all of our investments at maturity. Currently, we do not anticipate having to sell these securities in order to operate our business and we believe that it is not more likely than not that we will be required to sell these securities before recovery of principal. We do not believe the carrying values of our investments are other than temporarily impaired and therefore expect the positions will eventually be liquidated without significant loss.

    Valuation of securities is subject to uncertainties that are difficult to predict, such as changes to credit ratings of the securities and/or the underlying assets supporting them, default rates applicable to the underlying assets, underlying collateral value, discount rates, counterparty risk, ongoing strength and quality of market credit and liquidity and general economic and market conditions. The valuation of the auction rate securities we hold is based on an internal analysis of timing of expected future successful auctions, collateralization of underlying assets of the security and credit quality of the security.

Impact of Recently Issued Accounting Standards

    In October 2009, the FASB issued ASU 2009-13 to address the accounting for multiple-deliverable arrangements. In an arrangement with multiple deliverables, the delivered items shall be considered a separate unit of accounting if both (i) the delivered items have value to a collaborator on a stand-alone basis, in that, the collaborator could resell the delivered items on a stand-alone basis, and (ii) the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially in our control. This ASU will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. We are currently evaluating the impact this ASU will have on our financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

    Our primary investment objective is to preserve principal while maximizing yield without significantly increasing our risk. Our investments consist of money market funds, taxable corporate debt securities and auction rate securities. Our investments totaled $89.5 million at December 31, 2009, of which $1.5 million (2%) had fixed interest rates and $88.0 million (98%) had interest rates that were variable. As a result, we do not believe that we have a material exposure to interest-rate risk. Our marketable securities are classified as available-for-sale.

    As a result of changes in general market conditions during 2008, we determined to reduce the principal amount of auction rate securities in our portfolio as they came up for auction and invest the proceeds in other securities in accordance with our investment guidelines. At December 31, 2009, we continue to hold approximately $3.8 million (4.2% of assets measured at fair value) of auction rate securities, in respect of which we have received all scheduled interest payments and which, in the event of auction failure, have interest rates reset according to the contractual terms in the governing instruments. The principal amount of these remaining auction rate securities will not be accessible until a successful auction occurs, the issuer calls or restructures the underlying security, the underlying security matures and is paid or a buyer outside the auction process emerges.

    We continue to monitor the market for auction rate securities and consider the impact, if any, of market conditions on the fair market value of our investments. We believe that the failed auctions experienced to date are not a result of the deterioration of the underlying credit quality of these securities, although valuation of them is subject to uncertainties that are difficult to predict, such as changes to credit ratings of the securities and/or the underlying assets supporting them, default rates applicable to the underlying assets, underlying collateral value, discount rates, counterparty risk, ongoing strength and quality of market credit and liquidity, and general economic and market conditions. We do not believe the carrying values of these auction rate securities are other than temporarily impaired and therefore expect the positions will eventually be liquidated without significant loss.

    The valuation of the auction rate securities we hold is based on an internal analysis of timing of expected future successful auctions, collateralization of underlying assets of the security and credit quality of the security. We re-evaluated the valuation of these securities as of December 31, 2009 and the temporary impairment amount decreased $8.0 thousand from $316.0 thousand at December 31, 2008 to $308.0 thousand. A 100 basis point increase to our internal analysis would result in an insignificant increase in the temporary impairment of these securities as of the year ended December 31, 2009.

Item 8. Financial Statements and Supplementary Data

    See page F-1, Index to Consolidated Financial Statements.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

    None.

41

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

    We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the timelines specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have a Disclosure Committee consisting of members of our senior management which monitors and implements our policy of disclosing material information concerning the Company in accordance with applicable law.

    As required by SEC Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our current disclosure controls and procedures, as designed and implemented, were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

    There have been no changes in our internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) during our fiscal quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

    Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It includes policies and procedures that:

    ·    Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

    ·    Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

    principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

    ·    Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on

    the financial statements.

    Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    Management has used the framework set forth in the report entitled Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Management has concluded that our internal control over financial reporting was effective as of December 31, 2009. The effectiveness of our internal control over financial reporting as of December 31, 2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Item 9B. Other Information

    None.

42

PART III

The information required by the Form 10-K Items listed in the following table will be included under the respective headings specified for such Items in our definitive proxy statement for our 2010 Annual Meeting of Stockholders to be filed with the SEC:

Item of Form 10-K	Location in 2010 Proxy Statement
Item 10. Directors, Executive Officers and Corporate Governance	Election of Directors. Board and Committee Meetings. Executive Officers of the Company. Section 16(a) Beneficial Ownership Reporting and Compliance. Code of Business Ethics and Conduct.* *The full text of our code of business ethics and conduct is available on our website (http://www.progenics.com/documents.cfm).
Item 11. Executive Compensation	Executive Compensation. Compensation Committee Report. Compensation Committee Interlocks and Insider Participation.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	Equity Compensation Plan Information. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions, and Director Independence	Certain Relationships and Related Transactions. Affirmative Determinations Regarding Director Independence and Other Matters.
Item 14. Principal Accounting Fees and Services	Fees Billed for Services Rendered by our Independent Registered Public Accounting Firm. Pre-approval of Audit and Non-Audit Services by the Audit Committee.

43

PART IV

Item 15. Exhibits, Financial Statement Schedules

    The following documents or the portions thereof indicated are filed as a part of this Report.

(a) Documents filed as part of this Report:

Consolidated Financial Statements of Progenics Pharmaceuticals, Inc.:

   Report of Independent Registered Public Accounting Firm

   Consolidated Balance Sheets at December 31, 2009 and 2008

   Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007

   Consolidated Statements of Stockholders’ Equity and Comprehensive Loss for the years ended December 31, 2009, 2008 and 2007

   Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007

   Notes to Consolidated Financial Statements

(b) Financial Statement Schedules

    All financial statement schedules referred to in Item 12-01 of Regulation S-X are inapplicable and therefore have been omitted.

(c) Item 601 Exhibits

    Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index immediately following the signature page hereof and preceding the  

    exhibits filed herewith, and such listing is incorporated herein by reference.

44

PROGENICS PHARMACEUTICALS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Consolidated Balance Sheets at December 31, 2009 and 2008	F-3
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007	F-4
Consolidated Statements of Stockholders’ Equity and Comprehensive Loss   for the years ended December 31, 2009, 2008 and 2007	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007	F-6
Notes to Consolidated Financial Statements	F-7

F-1

 Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Stockholders of

Progenics Pharmaceuticals, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Progenics Pharmaceuticals, Inc. and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for uncertainties in income taxes in 2007 and the manner in which it accounts for fair value measurements for its financial assets and financial liabilities in 2008.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 10, 2010

F-2

PROGENICS PHARMACEUTICALS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except for par value and share amounts)

	December 31,
	2009			2008
Assets
Current assets:
Cash and cash equivalents	$	90,903		$	56,186
Marketable securities		1,501			63,127
Accounts receivable		7,522			1,337
Other current assets		1,468			3,531
Total current assets		101,394			124,181
Marketable securities		3,792			22,061
Fixed assets, at cost, net of accumulated depreciation and amortization		6,560			11,071
Other assets		1,867			520
Total assets	$	113,613		$	157,833
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	5,836		$	6,496
Deferred revenue - current		-			31,645
Other current liabilities		170			57
Total current liabilities		6,006			38,198
Other liabilities		-			266
Total liabilities		6,006			38,464
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $.001 par value; 20,000,000 shares authorized; issued and outstanding - none		-			-
Common stock, $.0013 par value; 40,000,000 shares authorized; issued - 32,142,062 in 2009 and 30,807,387 in 2008		42			40
Additional paid-in capital		439,943			422,085
Accumulated deficit		(329,330	)		(298,718	)
Accumulated other comprehensive loss		(307	)		(1,297	)
Treasury stock, at cost (200,000 shares in 2009 and 2008)		(2,741	)		(2,741	)
Total stockholders’ equity		107,607			119,369
Total liabilities and stockholders’ equity	$	113,613		$	157,833

The accompanying notes are an integral part of the financial statements.

F-3

PROGENICS PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for loss per share data)

	Years Ended December 31,
	2009			2008			2007
Revenues:
Research and development	$	44,351		$	59,885		$	65,455
Royalty income		2,372			146			-
Research grants and contract		1,968			7,460			10,075
Other revenues		256			180			116
Total revenues		48,947			67,671			75,646
Expenses:
Research and development		49,798			82,290			95,234
License fees - research and development		1,058			2,830			942
General and administrative		25,106			28,834			27,901
Royalty expense		237			15			-
Depreciation and amortization		5,078			4,609			3,027
Total expenses		81,277			118,578			127,104
Operating loss		(32,330	)		(50,907	)		(51,458	)
Other income:
Interest income		1,481			6,235			7,770
Gain on sale of marketable securities		237			-			-
Total other income		1,718			6,235			7,770
Net loss	$	(30,612	)	$	(44,672	)	$	(43,688	)
Net loss per share - basic and diluted	$	(0.98	)	$	(1.48	)	$	(1.59	)
Weighted-average shares - basic and diluted		31,219			30,142			27,447

The accompanying notes are an integral part of the financial statements.

F-4

PROGENICS PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

For the Years Ended December 31, 2009, 2008 and 2007

(in thousands)

	Common Stock				Additional						Accumulated Other			Treasury Stock
	Shares		Amount		Paid-In Capital			Accumulated Deficit			Comprehensive (Loss) Income			Shares			Amount			Total
Balance at December 31,  2006		26,199	$	34	$	321,315		$	(210,358	)	$	(145	)		-		$	-		$	110,846
Comprehensive loss:
Net loss		-		-		-			(43,688	)		-			-			-			(43,688	)
Net change in unrealized gain on marketable securities		-		-		-			-			151			-			-			151
Total comprehensive loss:																					(43,537	)
Compensation expenses for share-based payment arrangements		-		-		15,306			-			-			-			-			15,306
Issuance of restricted stock, net of forfeitures		267		-		-			-			-			-			-			-
Sale of common stock in a public offering ($23.15 per share, net of underwriting discounts and commissions and other offering expenses of $3,112) (see Note 7)		2,600		3		57,075			-			-			-			-			57,078
Sale of common stock under employee stock purchase plans and exercise of stock options		688		2		7,823			-			-			-			-			7,825
Repurchase of restricted stock		-		-		(19	)		-			-			-			-			(19	)
Balance at December 31, 2007		29,754		39		401,500			(254,046	)		6			-			-			147,499
Comprehensive loss:
Net loss		-		-		-			(44,672	)		-			-			-			(44,672	)
Net change in unrealized gain on marketable securities		-		-		-			-			(1,303	)		-			-			(1,303	)
Total comprehensive loss:																					(45,975	)
Compensation expenses for share-based payment arrangements		-		-		14,133			-			-			-			-			14,133
Issuance of restricted stock, net of forfeitures		216		-		-			-			-			-			-			-
Sale of common stock under employee stock purchase plans and exercise of stock options		837		1		6,452			-			-			-			-			6,453
Treasury shares acquired under repurchase program		-		-		-			-			-			(200	)		(2,741	)		(2,741	)
Balance at December 31, 2008		30,807		40		422,085			(298,718	)		(1,297	)		(200	)		(2,741	)		119,369
Comprehensive loss:
Net loss		-		-		-			(30,612	)		-			-			-			(30,612	)
Net change in unrealized loss on marketable securities		-		-		-			-			990			-			-			990
Total comprehensive loss:																					(29,622	)
Compensation expenses for share-based payment arrangements		-		-		12,986			-			-			-			-			12,986
Issuance of restricted stock, net of forfeitures		266		-		-			-			-			-			-			-
Sale of common stock under employee stock purchase plans and exercise of stock options		1,069		2		4,872			-			-			-			-			4,874
Balance at December 31, 2009		32,142	$	42	$	439,943		$	(329,330	)	$	(307	)		(200	)	$	(2,741	)	$	107,607

The accompanying notes are an integral part of the financial statements.

F-5

PROGENICS PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2009			2008			2007
Cash flows from operating activities:
Net loss	$	(30,612	)	$	(44,672	)	$	(43,688	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,078			4,609			3,027
Write-off of fixed assets		334			3			-
Amortization of discounts, net of premiums, on marketable securities		889			960			(445	)
Expenses for share-based compensation awards		12,986			14,133			15,306
Gain on sale of marketable securities		(237	)		-			-
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(6,185	)		658			(296	)
Decrease (increase) in other current assets		2,063			(420	)		70
Increase in other assets		(1,667	)		-			-
(Decrease) increase in accounts payable and accrued expenses		(660	)		(8,269	)		2,913
(Decrease) increase in deferred revenue		(31,645	)		4,786			(16,231	)
Increase in other current liabilities		113			-			57
(Decrease) increase in other liabilities		(266	)		(93	)		236
Net cash used in operating activities		(49,809	)		(28,305	)		(39,051	)
Cash flows from investing activities:
Capital expenditures		(901	)		(2,172	)		(5,151	)
Sales/maturities of marketable securities		80,233			128,705			252,850
Purchase of marketable securities		-			(56,209	)		(275,048	)
Decrease (increase) in restricted cash		320			32			(8	)
Net cash provided by (used in) investing activities		79,652			70,356			(27,357	)
Cash flows from financing activities:
Proceeds from sale of common stock in public offering		-			-			60,190
Expenses related to the sale of common stock in public offering		-			-			(3,112	)
Purchase of treasury stock		-			(2,741	)		-
Proceeds from the exercise of stock options and sale of common stock under the Employee Stock Purchase Plan		4,874			6,453			7,825
Repurchase of restricted stock		-			-			(19	)
Net cash provided by financing activities		4,874			3,712			64,884
Net increase (decrease) in cash and cash equivalents		34,717			45,763			(1,524	)
Cash and cash equivalents at beginning of period		56,186			10,423			11,947
Cash and cash equivalents at end of period	$	90,903		$	56,186		$	10,423

The accompanying notes are an integral part of the financial statements.

F-6

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts or unless otherwise noted)

1. Organization and Business

Progenics Pharmaceuticals, Inc. (“Progenics,” “we” or “us”) is a biopharmaceutical company focusing on the development and commercialization of innovative therapeutic products to treat the unmet medical needs of patients with debilitating conditions and life-threatening diseases. Our principal programs are directed toward supportive care, oncology and virology.

Progenics commenced principal operations in 1988, became publicly traded in 1997 and throughout has been engaged primarily in research and development efforts, developing manufacturing capabilities, establishing corporate collaborations and raising capital. Certain of our intellectual property rights are held by wholly owned subsidiaries. None of our subsidiaries other than PSMA Development Company LLC (“PSMA LLC”) had operations during the years ended December 31, 2009, 2008 or 2007. All of our operations are conducted at our facilities in Tarrytown, New York.

Supportive Care

Our first commercial product is RELISTOR® (methylnaltrexone bromide) subcutaneous injection, a first-in-class therapy for opioid-induced constipation approved for sale in over 40 countries worldwide, including the United States, European Union member states, Canada, Australia and Brazil. Marketing applications are pending elsewhere throughout the world.

In October 2009, we and Wyeth Pharmaceuticals terminated our 2005 RELISTOR collaboration, as a result of which we regained all worldwide rights to RELISTOR. Under our Transition Agreement, Wyeth is continuing to market and sell RELISTOR for a U.S. Sales Period ending September 30, 2010 and an ex-U.S. Sales Period ending December 31, 2010. After this transition period, we will assume full control of and responsibility for future development and commercialization of RELISTOR. Shortly after the termination, Pfizer Inc. completed its previously-announced acquisition of Wyeth, which is now a wholly owned subsidiary of Pfizer.

We are pursuing a range of strategic alternatives for RELISTOR, including licensing, collaboration and/or strategic alliances with world-wide or regional partners, U.S. commercialization of the currently-approved product on our own or with pharmaceutical detailing and sales organizations and/or co-promotion of the franchise with a partner using our own sales force.

Under the Transition Agreement, Wyeth has agreed to pay to us the sum of $10.0 million in six quarterly installments and is continuing certain ongoing development efforts for subcutaneous RELISTOR, at its expense, through September 30, 2010. Wyeth’s international sales and marketing obligations during the ex-U.S. Sales Period are subject to certain extension and early transition options available to us. We have no further obligations to Wyeth under the 2005 collaboration agreement. Wyeth will continue to pay royalties on worldwide sales as provided in the 2005 collaboration agreement except that no royalties will be payable in respect of ex-U.S. sales during (i) the fourth quarter of 2010 to the extent certain financial targets are not met or (ii) an extended ex-U.S. Sales Period in the subject country. Principal responsibility for regulatory submissions and interactions for all other formulations and presentations of RELISTOR will be transferred during and as part of the transition. Wyeth is also providing financial resources, aggregating up to approximately $14.5 million, and/or other assistance with respect to agreed-upon regulatory, manufacturing and supply matters. We have agreed to purchase Wyeth’s remaining inventory of subcutaneous RELISTOR at the end of the Sales Periods on agreed-upon terms and conditions.

Prior to the Transition Agreement (including periods covered by this report), we received upfront, milestone, and royalty payments from Wyeth, and were reimbursed for expenses we incurred in connection with the development of RELISTOR; manufacturing and commercialization expenses for RELISTOR were funded by Wyeth.

Our October 2008 out-license to Ono Pharmaceutical of the rights to subcutaneous RELISTOR in Japan is unaffected by termination of the Wyeth collaboration. Under the License Agreement, we received an upfront payment of $15.0 million, and are entitled to receive potential milestones, upon achievement of development milestones by Ono, of up to $20.0 million, commercial milestones and royalties on sales by Ono of subcutaneous RELISTOR in Japan. Ono also has the option to acquire from us the rights to develop and commercialize in Japan other formulations of RELISTOR, including intravenous and oral forms, on terms to be negotiated separately.

F-7

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

Oncology

In the area of prostate cancer, we are conducting a phase 1 clinical trial of a fully human monoclonal antibody-drug conjugate (“ADC”) directed against prostate specific membrane antigen (“PSMA”), a protein found at high levels on the surface of prostate cancer cells and also on the neovasculature of a number of other types of solid tumors. We are also developing therapeutic vaccines designed to stimulate an immune response to PSMA. Our PSMA programs are conducted through our wholly owned subsidiary, PSMA Development Company LLC.

Virology

In the area of virology, we are developing a viral-entry inhibitor -- a humanized monoclonal antibody, PRO 140 -- for infection due to human immunodeficiency virus (“HIV”), the virus that causes AIDS. We are developing the subcutaneous form of PRO 140 for treatment of HIV infection, which has the potential for weekly self-administration. Advancement of this program is subject to our obtaining pivotal clinical-trial funding, for which we have applied to government agencies. In our hepatitis C virus infection efforts, we are evaluating second-generation HCV-entry inhibitors as possible development candidates. We are also engaged in research regarding a prophylactic vaccine against HIV infection.

Our oncology and virology product candidates are not as advanced in development as RELISTOR, and we do not expect any recurring revenues from sales or otherwise with respect to these product candidates in the near term.

Funding and Financial Matters

We will require additional funding to continue our current programs to completion, which may involve collaboration agreement, license or sale transactions or royalty sales or financings with respect to our products and product candidates. We may also seek to raise additional capital through sales of common stock or other securities, and expect to continue funding some programs in part through government awards.

Progenics has had recurring losses since inception. At December 31, 2009, we had cash, cash equivalents and marketable securities, including non-current portion, totaling $96.2 million which we expect will be sufficient to fund current operations beyond one year. During the year ended December 31, 2009, we had a net loss of $30.6 million and used $49.8 million of cash in operating activities. At December 31, 2009, we had an accumulated deficit of $329.3 million.

Pending use in our business, our revenues and proceeds of financing activities are held in cash, cash equivalents and marketable securities. Our marketable securities, which include corporate debt securities and auction rate securities, are classified as available-for-sale.

In April, 2008, our Board of Directors approved a share repurchase program to acquire up to $15.0 million of our outstanding common shares, under which we have $12.3 million remaining available. Purchases may be discontinued at any time. We did not repurchase any common shares during the year ended December 31, 2009.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. As additional information becomes available or actual amounts become determinable, the recorded estimates are revised and reflected in the operating results. Actual results could differ from those estimates.

Consolidation

The consolidated financial statements include the accounts of Progenics and PSMA LLC, as of and for the years ended December 31, 2009, 2008 and 2007. Inter-company transactions have been eliminated in consolidation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

Revenue Recognition

We recognize revenue from all sources based on the provisions of the SEC’s Staff Accounting Bulletin (“SAB”) No. 104 (“SAB 104”) and ASC 605 Revenue Recognition.

Collaborations may contain substantive milestone payments to which we apply the substantive milestone method (“Substantive Milestone Method”). Substantive milestone payments are considered to be performance payments that are recognized upon achievement of the milestone only if all of the following conditions are met: (i) the milestone payment is non-refundable, (ii) achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement, (iii) substantive effort is involved in achieving the milestone, (iv) the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone, and (v) a reasonable amount of time passes between the upfront license payment and the first milestone payment as well as between each subsequent milestone payment.

Determination as to whether a milestone meets the aforementioned conditions involves management’s judgment. If any of these conditions are not met, the resulting payment would not be considered a substantive milestone and, therefore, the resulting payment would be part of the consideration and be recognized as revenue as such performance obligations are performed.

Non-refundable upfront license fees are recognized as revenue when we have a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured and we have no further performance obligations. Multiple element arrangements, such as license and development arrangements are analyzed to determine whether the deliverables, which often include a license and performance obligations, such as research and steering or other committee services, can be separated in accordance with ASC 605 Revenue Recognition. We would recognize upfront license payments as revenue upon delivery of the license only if the license had standalone value and the fair value of the undelivered performance obligations could be determined. If the fair value of the undelivered performance obligations could be determined, such obligations would then be accounted for separately as performed. If the license is considered to either (i) not have standalone value, or (ii) have standalone value but the fair value of any of the undelivered performance obligations could not be determined, the upfront license payments would be recognized as revenue over the estimated period of when our performance obligations are performed. Any unamortized remainder of the upfront payment is recognized upon termination of collaborations.

We must determine the period over which our performance obligations are performed and revenue related to upfront license payments are recognized. Revenue is recognized using either a proportionate performance or straight-line method. We recognize revenue using the proportionate performance method provided that we can reasonably estimate the level of effort required to complete our performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Direct labor hours or full-time equivalents will typically be used as the measure of performance. Under the proportionate performance method, revenue related to upfront license payments is recognized in any period as the percent of actual effort expended in that period relative to total effort for all of our performance obligations under the arrangement.

During the course of a collaboration agreement that involves a development plan and budget, the amount of the upfront license payment that is recognized as revenue in any period increases or decreases as the percentage of actual effort increases or decreases. When a new budget is approved, the remaining unrecognized amount of the upfront license fee is recognized prospectively, by applying the changes in the total estimated effort or period of development that is specified in the revised approved budget.

If we cannot reasonably estimate the level of effort required to complete our performance obligations under an arrangement and the performance obligations are provided on a best-efforts basis, then the total upfront license payments would be recognized as revenue on a straight-line basis over the period we expect to complete our performance obligations.

If we are involved in a steering or other committee as part of a multiple element arrangement, we assess whether our involvement constitutes a performance obligation or a right to participate. For those committees that are deemed obligations, we will evaluate our participation along with other obligations in the arrangement and will attribute revenue to our participation through the period of our committee responsibilities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

We recognize revenue for payments that are contingent upon performance solely by our collaborator immediately upon the achievement of the defined event if we have no related performance obligations.

Reimbursement of costs is recognized as revenue provided the provisions of ASC 605 Revenue Recognition are met, the amounts are determinable and collection of the related receivable is reasonably assured.

Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized within one year of the balance sheet date are classified as long-term deferred revenue. The estimate of the classification of deferred revenue as short-term or long-term is based upon management’s current operating budget with the collaborator for the total effort required to complete our performance obligations under the arrangement.

Royalty revenue is recognized in the period the sales occur, provided that the royalty amounts are fixed or determinable, collection of the related receivable is reasonably assured and we have no remaining performance obligations under the arrangement providing for the royalty. If royalties are received when we have remaining performance obligations, they would be attributed to the services being provided under the arrangement and, therefore, recognized as such obligations are performed under either the proportionate performance or straight-line methods, as applicable.

During the years ended December 31, 2009, 2008 and 2007, we also recognized revenue from government research grants (and contract in the 2008 and 2007 periods), which are used to subsidize a portion of certain of our research projects (“Projects”), exclusively from the National Institutes of Health (“NIH”). We also recognized revenue from the sale of research reagents during those periods.

NIH grant and contract revenue is recognized as efforts are expended and as related subsidized project costs are incurred. We perform work under the NIH grants and contract on a best-effort basis. The NIH reimburses us for costs associated with projects in the fields of virology and cancer, including pre-clinical research, development and early clinical testing of a prophylactic vaccine designed to prevent HIV from becoming established in uninfected individuals exposed to the virus, as requested by the NIH.

Transition Agreement with Wyeth – October 2009

The Transition Agreement provides for the termination of the 2005 Wyeth collaboration agreement and the transition to Progenics of the rights to develop and commercialize RELISTOR. Under it, Wyeth’s license of Progenics technology is terminated except as necessary for performance of Wyeth’s obligations during the transition period and Wyeth has returned the rights to RELISTOR that we had previously granted under the 2005 collaboration agreement. During the transition, Wyeth is obligated to pay all costs of commercialization of subcutaneous RELISTOR, including manufacturing costs, and retains all proceeds from its sale of the products, subject to royalties due to us. Decisions with respect to commercialization of the product during the transition period are to be made solely by Wyeth. We have no further obligations to Wyeth under the 2005 collaboration agreement.

Wyeth Collaboration Agreement – December 2005 to October 2009

The Wyeth collaboration agreement was in effect until October 2009 which includes periods covered by this report. The Wyeth Collaboration Agreement involved three formulations of RELISTOR: (i) a subcutaneous formulation to be used in patients with opioid-induced constipation (“OIC”), (ii) an intravenous formulation to be used in patients with post-operative ileus (“POI”) and (iii) an oral formulation to be used in patients with OIC.

The Wyeth Collaboration Agreement established a Joint Steering Committee (“JSC”) and a Joint Development Committee (“JDC”), each with an equal number of representatives from both Wyeth and us. The JSC coordinated the companies’ key activities, while the JDC coordinated the development of RELISTOR by Wyeth and us. A Joint Commercialization Committee (“JCC”), composed of company representatives in number and function according to our respective responsibilities, facilitated open communication between Wyeth and us on commercialization matters.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

The agreement included a non-refundable upfront license fee, reimbursement of development costs, research and development payments based upon our achievement of clinical development milestones, contingent payments based upon the achievement by Wyeth of defined events and royalties on product sales. We recognized research revenue from Wyeth from January 1, 2006 to October 2009. We recognized revenue related to the upfront license payment we received from Wyeth using the proportionate performance method since we reasonably estimated the level of effort required to complete our performance obligations based upon the most current budget approved by both Wyeth and us. Such performance obligations were provided by us on a best-efforts basis. Full-time equivalents were used as the measure of performance. Significant judgment is required in determining the nature and assignment of tasks to be accomplished by each of the parties and the level of effort required for us to complete our performance obligations under the arrangement. The nature and assignment of tasks performed by each party involved the preparation, discussion and approval by the parties of a development plan and budget.

The amount of the Wyeth upfront license payment that we recognized as revenue for each fiscal quarter prior to the third quarter of 2007 was based upon several revised and approved budgets, although the revisions to those budgets did not materially affect the amount of revenue recognized in those periods. During the third quarter of 2007, the estimate of our total remaining effort to complete our development obligations was increased significantly based upon a revised development budget approved by both us and Wyeth. As a result, the period over which our obligations were to be performed, and over which the upfront payment was to be amortized, was extended from the end of 2008 to the end of 2009. The Transition Agreement between Wyeth and us shortened the obligation period from the end of 2009 to October 2009 and resulted in the recognition, during the fourth quarter of 2009, of the remaining $5.2 million unamortized upfront payment balance at September 30, 2009.

In relation to the Wyeth collaboration, we assessed the nature of our involvement with the JSC, JDC and JCC. Our involvement in the first two such committees was one of several obligations to develop the subcutaneous and intravenous formulations of RELISTOR through regulatory approval in the U.S. We combined the committee obligations with the other development obligations and accounted for these obligations during the development phase as a single unit of accounting. After the period during which we have developmental responsibilities, however, we assessed the nature of our involvement with the committees as a right, rather than an obligation. Our assessment was based upon the fact that we negotiated to be on these committees as an accommodation for our granting of the license for RELISTOR to Wyeth. Further, Wyeth had been granted by us an exclusive worldwide license, even as to us, to develop and commercialize RELISTOR and we had assigned the agreements for the manufacture of RELISTOR by third parties to Wyeth. We were responsible for developing the subcutaneous and intravenous formulations in the U.S. until they receive regulatory approval, while Wyeth was responsible for these formulations outside the U.S. other than Japan. Wyeth was also responsible for the development of the oral formulation worldwide excluding Japan. We transferred to Wyeth all existing supply agreements with third parties for RELISTOR and sublicensed intellectual property rights to permit Wyeth to manufacture RELISTOR, during the development and commercialization phases of the Wyeth Collaboration Agreement, in both bulk and finished form for all products worldwide. We had no further manufacturing obligations under the 2005 Collaboration. We transferred to Wyeth all know-how, as defined, related to RELISTOR. Based upon our research and development programs, such period will cease upon completion of our development obligations under the 2005 Wyeth collaboration agreement.

Following regulatory approval of the subcutaneous and intravenous formulations of RELISTOR, Wyeth was required to continue to develop the oral formulation and to commercialize all formulations as provided in the Wyeth Collaboration Agreement, for which it was capable and responsible. We expected at the beginning of the agreement, that the activities of these committees for the period were to be focused on Wyeth’s development and commercialization obligations. As discussed in Note 1, we and Wyeth terminated our collaboration in October 2009, as a result of which we regained all worldwide rights to RELISTOR and our out-license to Ono, with respect to Japan, is unaffected by the termination of the Wyeth collaboration.

From January 2006 to October 2009, costs for the development of RELISTOR incurred by Wyeth or us were paid by Wyeth. Wyeth had the right once annually to engage an independent public accounting firm to audit expenses for which we had been reimbursed during the prior three years. If the accounting firm concluded that any such expenses had been understated or overstated, a reconciliation was performed. From January 2006 to October 2009, we recognized as research and development revenue from collaborator, amounts received from Wyeth for reimbursement of our development expenses for RELISTOR as incurred under the development plan agreed to between us and Wyeth. In addition to the upfront payment and reimbursement of our development costs, Wyeth made milestone payments to us upon achievement of specific milestones (development related milestones for clinical and regulatory events). Upon achievement of defined substantive development milestones by us for the subcutaneous and intravenous formulations, the milestone payments were recognized as revenue.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

During May 2007, April 2008 and July 2008, we earned $9.0 million (two milestone payments), $15.0 million and $10.0 million, respectively, upon achievement of non-refundable milestones anticipated in the Wyeth collaboration; the first for the submission and acceptance for review of an NDA for a subcutaneous formulation of RELISTOR with the FDA and a comparable submission in the European Union, the second for the FDA approval of subcutaneous RELISTOR and the third for the European approval of subcutaneous RELISTOR. We considered those milestones to be substantive based on the significant degree of risk at the inception of the collaboration related to the conduct and successful completion of clinical trials and, therefore, of not achieving the milestones; the amount of the payment received relative to the significant costs incurred since inception of the Wyeth collaboration and amount of effort expended or the risk associated with the achievement of these milestones; and the passage of 17, 28 and 31 months, respectively, from inception of the collaboration to the achievement of those milestones. Therefore, we recognized the milestone payments as revenue in the respective periods in which the milestones were earned. As of December 31, 2008, relative to the $60.0 million upfront license payment received from Wyeth, we recorded $14.6 million as deferred revenue – current, which is recognized as revenue over the period of our development obligations relating to RELISTOR. In addition, at December 31, 2008, we recorded $1.6 million as deferred revenue - current, related to reimbursements from Wyeth for development costs.

In addition, during years ended December 31, 2009 and 2008, we earned royalties of $1,853 and $665, respectively, based on the net sales of subcutaneous RELISTOR, and we recognized $2,372 and $146, respectively, of royalty income. As of December 31, 2008, we recorded a cumulative total of $519 as deferred revenue – current, which was being recognized as royalty income over the period of our development obligations relating to RELISTOR. The remaining deferred royalty revenue balance of $807, as of September 30, 2009, was recognized as royalty income during the fourth quarter of 2009, the period in which our development obligations under the Wyeth Collaboration Agreement terminated. We incurred $185 and $67, respectively, of royalty costs and recognized $237 and $15, respectively, of royalty expenses during the years ended December 31, 2009 and 2008. As of December 31, 2008, we recorded a cumulative total of $52 of deferred royalty costs from the royalty costs incurred during the last three quarters of 2008, which were being recognized as royalty expense over the period of our development obligations relating to RELISTOR. The remaining deferred royalty charges balance of $81, as of September 30, 2009, was recognized as royalty expense during the fourth quarter 2009, the period in which our development obligations relating to RELISTOR terminated.

Ono Agreement – October 2008

Ono is responsible for developing and commercializing subcutaneous RELISTOR in Japan, including conducting the clinical development necessary to support regulatory marketing approval. Ono will own the subcutaneous filings and approvals relating to RELISTOR in Japan. In addition to the $15.0 million upfront payment from Ono, we are entitled to receive up to an additional $20.0 million, payable upon achievement by Ono of its development milestones. Ono is also obligated to pay to us royalties and commercialization milestones on sales by Ono of subcutaneous RELISTOR in Japan. Ono has the option to acquire from us the rights to develop and commercialize in Japan other formulations of RELISTOR, including intravenous and oral forms, on terms to be negotiated separately. Ono may request us to perform activities related to its development and commercialization responsibilities beyond our participation in joint committees and specified technology transfer-related tasks which will be at its expense, and payable to us for the services it requests, at the time we perform services for them. Revenue earned from activities we perform for Ono is recorded in research and development revenue.

We recognized the upfront payment of $15.0 million, which we received from Ono in November 2008, as research and development revenue during the first quarter of 2009, upon satisfaction of our performance obligations.

Research and Development Expenses

Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, payroll taxes, employee benefits, materials, supplies, maintenance of research equipment, costs related to research collaboration and licensing agreements, the purchase of in-process research and development, the cost of services provided by outside contractors, including services related to the our clinical trials, clinical trial expenses, the full cost of manufacturing drug for use in research, pre-clinical development and clinical trials. All costs associated with research and development are expensed as incurred.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

Clinical trial expenses, which are included in research and development expenses, represent obligations resulting from our contracts with various clinical investigators and clinical research organizations in connection with conducting clinical trials for our product candidates. Such costs are expensed as incurred, and are based on the expected total number of patients in the trial, the rate at which the patients enter the trial and the period over which clinical investigators or clinical research organizations are expected to provide services. At each period end, we evaluate the accrued expense balance related to these activities based upon information received from the suppliers and estimated progress towards completion of the research or development objectives to ensure that the balance is reasonably stated. Such estimates are subject to change as additional information becomes available.

Use of Estimates

Significant estimates include useful lives of fixed assets, the periods over which certain revenues and expenses will be recognized, including research and development revenue recognized from non-refundable up-front licensing payments and expense recognition of certain clinical trial costs which are included in research and development expenses, the amount of non-cash compensation costs related to share-based payments to employees and non-employees and the periods over which those costs are expensed and the likelihood of realization of deferred tax assets.

Patents

As a result of research and development efforts conducted by us, we have applied, or are applying, for a number of patents to protect proprietary inventions. All costs associated with patents are expensed as incurred.

Net Loss Per Share

We prepare our earnings per share (“EPS”) data in accordance with ASC 260 Earnings Per Share. Basic net loss per share amounts have been computed by dividing net loss by the weighted-average number of shares of common shares outstanding during the period. In June 2008, the FASB updated ASC 260 Earnings Per Share by requiring entities, when calculating EPS, to allocate earnings to unvested and contingently issuable share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents when calculating EPS and also present both basic EPS and diluted EPS pursuant to the two-class method. The update to ASC 260 Earnings Per Share was effective January 1, 2009 and required retrospective application. We adopted this update on January 1, 2009 and the adoption had no material impact on basic and diluted earnings per share for the years ended December 31, 2009, 2008 and 2007. Potential common shares, amounts of unrecognized compensation expense and windfall tax benefits have been excluded from diluted net loss per share since they would be anti-dilutive.

Concentrations of Credit Risk

Financial instruments that potentially subject Progenics to concentrations of credit risk consist of cash, cash equivalents, marketable securities and receivables from Wyeth, Ono or the NIH. We invest our excess cash in money market funds, corporate debt securities and federal agency issues. We have established guidelines that relate to credit quality, diversification and maturity and that limit exposure to any one issue of securities. We hold no collateral for these financial instruments.

Cash and Cash Equivalents

We consider all highly liquid investments which have maturities of three months or less, when acquired, to be cash equivalents. The carrying amount reported in the balance sheet for cash and cash equivalents approximates its fair value. Cash and cash equivalents subject us to concentrations of credit risk. At December 31, 2009 and 2008, we have invested approximately $84,169 and $43,859, respectively, in cash equivalents in the form of money market funds with two major investment companies and held approximately $6,734 and $12,327, respectively, in a single commercial bank. Restricted cash of $200 and $520 at December 31, 2009 and 2008, respectively, consists of collateral for a letter of credit securing lease obligations and credit card balances and the carrying value of restricted cash approximates its fair value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

Marketable Securities

In accordance with ASC 320 Investments - Debt and Equity Securities, investments are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income or expense. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income or expense. In computing realized gains and losses, we compute the cost of its investments on a specific identification basis. Such cost includes the direct costs to acquire the securities, adjusted for the amortization of any discount or premium. The fair value of marketable securities has been estimated based on a three-level hierarchy for fair value measurements. Interest and dividends on securities classified as available-for-sale are included in interest income (see Note 3).

At December 31, 2009 and 2008, our investment in marketable securities in the current and long term assets sections of the consolidated balance sheets included $3.8 million and $4.1 million, respectively, of auction rate securities. Valuation of securities is subject to uncertainties that are difficult to predict, such as changes to credit ratings of the securities and/or the underlying assets supporting them, default rates applicable to the underlying assets, underlying collateral value, discount rates, counterparty risk, ongoing strength and quality of market credit and liquidity and general economic and market conditions. The valuation of the auction rate securities we hold is based on an internal analysis of timing of expected future successful auctions, collateralization of underlying assets of the security and credit quality of the security. As a result of the estimated fair value, we re-evaluated the valuation of these securities as of December 31, 2009 and the temporary impairment amount decreased $8.0 thousand from $316.0 thousand at December 31, 2008 to $308.0 thousand. All income generated from these current investments was recorded as interest income (see Note 3).

Fair Value Measurements

We adopted ASC 820 Fair Value Measurements and Disclosures effective January 1, 2008 and 2009, for financial assets and financial liabilities and nonfinancial assets and nonfinancial liabilities, respectively. Fair value measurements and disclosures define fair value as the price that would be received in selling an asset or paid in transferring a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date, and establish a framework to make the measurement of fair value more consistent and comparable. The adoption of fair value measurements and disclosures did not have a material impact on our financial position or results of operations.

We use a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed from market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed from the best information available in the circumstances (“unobservable inputs”). The hierarchy level assigned to each security in our available-for-sale portfolio is based on our assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. The three hierarchy levels are defined as follows:

·    Level 1 - Valuations based on unadjusted quoted market prices in active markets for identical securities.

·    Level 2 - Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets at the measurement date, quoted prices in markets that are not active or other inputs that are observable, either directly or indirectly.

·    Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment.

Other current assets are comprised of financial instruments and non-financial instruments. The financial instruments primarily consist of interest and other receivables of $77 and $2,036 at December 31, 2009 and 2008, respectively, and we believe that carrying value is a reasonable estimate of fair value as the receivables are expected to be settled for cash within one year. Other assets of $1,667 at December 31, 2009 represent the long term portion of amounts due to Progenics from collaborator. We believe that carrying value approximates fair value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

Fixed Assets

Leasehold improvements, furniture and fixtures, and equipment are stated at cost. Furniture, fixtures and equipment are depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized on a straight-line basis over the life of the lease or of the improvement, whichever is shorter. Costs of construction of long-lived assets are capitalized but are not depreciated until the assets are placed in service.

Expenditures for maintenance and repairs which do not materially extend the useful lives of the assets are charged to expense as incurred. The cost and accumulated depreciation of assets retired or sold are removed from the respective accounts and any gain or loss is recognized in operations. The estimated useful lives of fixed assets are as follows:

Computer equipment	3 years
Machinery and equipment	5-7 years
Furniture and fixtures	5 years
Leasehold improvements	Earlier of life of improvement or lease

Impairment of Long-Lived Assets

We periodically assess the recoverability of fixed assets and evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In accordance with ASC 360 Property, Plant, and Equipment - Impairment or Disposal of Long-Lived Assets, if indicators of impairment exist, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If the carrying amount is not recoverable, we measure the amount of any impairment by comparing the carrying value of the asset to the present value of the expected future cash flows associated with the use of the asset. No impairments occurred as of December 31, 2009, 2008 or 2007.

Income Taxes

We account for income taxes in accordance with the provisions of ASC 740 Income Taxes, which requires that we recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. A valuation allowance is established for deferred tax assets for which realization is uncertain.

In accordance with ASC 718 Compensation – Stock Compensation and ASC 505 Equity, we have made a policy decision related to intra-period tax allocation, to account for utilization of windfall tax benefits based on provisions in the tax law that identify the sequence in which amounts of tax benefits are used for tax purposes (i.e., tax law ordering).

Uncertain tax positions are accounted for in accordance with ASC 740 Income Taxes, which prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that we have taken or expect to take on a tax return. ASC 740 applies to income taxes and is not intended to be applied by analogy to other taxes, such as sales taxes, value-add taxes, or property taxes. We review our nexus in various tax jurisdictions and our tax positions related to all open tax years for events that could change the status of our ASC 740 liability, if any, or require an additional liability to be recorded. Such events may be the resolution of issues raised by a taxing authority, expiration of the statute of limitations for a prior open tax year or new transactions for which a tax position may be deemed to be uncertain. Those positions, for which management’s assessment is that there is more than a 50 percent probability of sustaining the position upon challenge by a taxing authority based upon its technical merits, are subjected to the measurement criteria of ASC 740. We record the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. Any ASC 740 liabilities for which we expect to make cash payments within the next twelve months are classified as “short term.” In the event that we conclude that we are subject to interest and/or penalties arising from uncertain tax positions, we will record interest and penalties as a component of income taxes (see Note 11).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

Risks and Uncertainties

We have to date generated only modest amounts of product and royalty revenue, and except for RELISTOR have no products approved by the FDA for marketing. There can be no assurance that our research and development will be successfully completed, that any products developed will obtain necessary marketing approval by regulatory authorities or that any approved products will be commercially viable. In addition, we operate in an environment of rapid change in technology, and we are dependent upon establishing satisfactory relationships with one or more partner(s) and the continued services of our current employees, consultants and subcontractors. We are also dependent upon Wyeth and/or Ono fulfilling their manufacturing obligations, either on their own or through third-party suppliers. For the years ended December 31, 2009, 2008 and 2007, the primary sources of our revenues were Wyeth, Ono and research grant and contract revenues from the NIH. There can be no assurance that revenues from Wyeth, Ono or from research awards will continue. Substantially all of our accounts receivable at December 31, 2009 and 2008 were from the above-named sources.

Comprehensive Loss

Comprehensive loss represents the change in net assets of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Our comprehensive loss includes net loss adjusted for the change in net unrealized gain or loss on marketable securities. The disclosures required by ASC 220 Comprehensive Income for the years ended December 31, 2009, 2008 and 2007 have been included in the Consolidated Statements of Stockholders’ Equity and Comprehensive Loss. There was no income tax expense/benefit allocated to any component of Other Comprehensive Loss (see Note 11).

Impact of Recently Issued Accounting Standards

In October 2009, the FASB issued ASU 2009-13 to address the accounting for multiple-deliverable arrangements. In an arrangement with multiple deliverables, the delivered items shall be considered a separate unit of accounting if both (i) the delivered items have value to a collaborator on a stand-alone basis, in that, the collaborator could resell the delivered items on a stand-alone basis, and (ii) the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially in our control. This ASU will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. We are currently evaluating the impact this ASU will have on our financial statements.

3. Fair Value Measurements and Marketable Securities

Our available-for-sale investment portfolio consists of marketable securities, including corporate debt securities, securities of government-sponsored entities and auction rate securities, and is recorded at fair value in the accompanying Consolidated Balance Sheets in accordance with ASC 320 Investments – Debt and Equity Securities. The change in the fair value of these marketable securities is recorded as a component of other comprehensive loss (see Note 2).

Marketable securities consisted of the following:

	December 31, 2009		December 31, 2008
Short-term
Corporate debt securities	$	1,501	$	63,127
Total short-term marketable securities		1,501		63,127
Long-term
Corporate debt securities and securities of government-sponsored entities		-		18,002
Auction rate securities		3,792		4,059
Total long-term marketable securities		3,792		22,061
Total marketable securities	$	5,293	$	85,188

The following table presents our available-for-sale investments measured at fair value on a recurring basis as of December 31, 2009 and 2008, classified by valuation hierarchy (as previously discussed):

			Fair Value Measurements at Reporting Date Using
Description	Balance at  December 31, 2009		Quoted Prices  in Active  Markets for Identical Assets  (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant Unobservable Inputs  (Level 3)
Money market funds	$	84,169	$	84,169	$	-	$	-
Corporate debt securities		1,501		-		1,501		-
Auction rate securities		3,792		-		-		3,792
Total	$	89,462	$	84,169	$	1,501	$	3,792

			Fair Value Measurements at Reporting Date Using
Description	Balance at  December 31, 2008		Quoted Prices  in Active  Markets for Identical Assets  (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant Unobservable  Inputs  (Level 3)
Money market funds	$	43,859	$	43,859	$	-	$	-
Corporate debt securities and securities of government-sponsored entities		81,129		-		81,129		-
Auction rate securities		4,059		-		-		4,059
Total	$	129,047	$	43,859	$	81,129	$	4,059

At December 31, 2009, we hold $3.8 million (4.2% of total assets measured at fair value) in auction rate securities which are classified as Level 3. The fair value of these securities includes $2.9 million of securities collateralized by student loan obligations subsidized by the U.S. government and $0.9 million of investment company perpetual preferred stock. Auction rate securities are collateralized long-term instruments that were intended to provide liquidity through a Dutch auction process that resets the applicable interest rate at pre-determined intervals, typically every 7 to 35 days. Beginning in the first quarter of 2008, auctions failed for certain of our auction rate securities because sell orders exceeded buy orders, and we were unable to dispose of those securities at auction. We will not realize cash in respect of the principal amount of these securities until a successful auction occurs, the issuer calls or restructures the security, the security reaches any scheduled maturity and is paid (which is inapplicable to the perpetual preferred mentioned above) or a buyer outside the auction process emerges. As of December 31, 2009, we have received all scheduled interest payments on these securities, which, in the event of auction failure, are reset according to the contractual terms in the governing instruments.

F-16

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

The valuation of auction rate securities we hold is based on Level 3 unobservable inputs which consist of our internal analysis of (i) timing of expected future successful auctions, (ii) collateralization of underlying assets of the security and (iii) credit quality of the security. We re-evaluated the valuation of these securities as of December 31, 2009 and the temporary impairment amount decreased $8.0 from $316.0 at December 31, 2008, to $308.0, which is reflected as a part of other comprehensive loss on our accompanying Consolidated Balance Sheets. These securities are held “available-for-sale” and the unrealized loss is included in other comprehensive loss. Due to the uncertainty related to the liquidity in the auction rate security market and therefore when individual positions may be liquidated, we have classified these auction rate securities as long-term assets on our accompanying Consolidated Balance Sheets.

We continue to monitor markets for our investments and consider the impact, if any, of market conditions on the fair market value of our investments. We do not believe the carrying values of our investments are other than temporarily impaired and therefore expect the positions will eventually be liquidated without significant loss.

For those of our financial instruments with significant Level 3 inputs (all of which are auction rate securities), the following tables summarize the activities for the years ended December 31, 2009 and 2008:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Description	For the Year Ended December 31, 2009			For the Year Ended December 31, 2008
Balance at beginning of period	$	4,059		$	-
Transfers into Level 3		-			8,150
Total realized/unrealized gains (losses) (1)
Included in net loss		-			-
Included in comprehensive income (loss)		8			(316	)
Settlements		(275	)		(3,775	)
Balance at end of period	$	3,792		$	4,059
(1)    Total amount of unrealized gains (losses) for the period included in other comprehensive loss attributable to the change in fair market value of related assets still held at the reporting date	$	-		$	(316	)

The following tables summarize the amortized cost basis, the aggregate fair value and gross unrealized holding gains and losses at December 31, 2009 and 2008:

	Amortized		Fair		Unrealized Holding
	Cost Basis		Value		Gains		(Losses)			Net
2009:
Maturities less than one year:
Corporate debt securities	$	1,501	$	1,502	$	1	$	-		$	1
Maturities greater than ten years:
Auction rate securities		1,000		940		-		(60	)		(60	)
Investments without stated maturity dates:
Auction rate securities		3,100		2,852		-		(248	)		(248	)
	$	5,601	$	5,294	$	1	$	(308	)	$	(307	)

	Amortized		Fair		Unrealized Holding
	Cost Basis		Value		Gains		(Losses)			Net
2008:
Maturities less than one year:
Corporate debt securities	$	63,982	$	63,127	$	114	$	(969	)	$	(855	)
Maturities between one and five years:
Corporate debt securities		17,129		16,995		71		(205	)		(134	)
Government-sponsored entities		999		1,007		8		-			8
Maturities greater than ten years:
Auction rate securities		3,200		2,944		-		(256	)		(256	)
Investments without stated maturity dates:
Auction rate securities		1,175		1,115		-		(60	)		(60	)
	$	86,485	$	85,188	$	193	$	(1,490	)	$	(1,297	)

Progenics’ computes the cost of its investments on a specific identification basis. Such cost includes the direct costs to acquire the securities, adjusted for the amortization of any discount or premium.

F-17

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

The following table shows the gross unrealized losses and fair value of our marketable securities with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2009 and 2008.

At December 31, 2009:

	Less than 12 Months				12 Months or Greater					Total
Description of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Auction rate securities	$	-	$	-	$	3,792	$	(308	)	$	3,792	$	(308	)
Total	$	-	$	-	$	3,792	$	(308	)	$	3,792	$	(308	)

At December 31, 2008:

	Less than 12 Months					12 Months or Greater				Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate debt securities	$	57,567	$	(1,174	)	$	-	$	-	$	57,567	$	(1,174	)
Auction rate securities		4,059		(316	)						4,059		(316	)
Total	$	61,626	$	(1,490	)	$	-	$	-	$	61,626	$	(1,490	)

Other-than-temporary impairment analysis on corporate debt securities. At December 31, 2008, we owned 34 securities maturing in less than one year, with a gross unrealized loss position of $969 ($46,028 of the total fair value) and there were 9 securities in the portfolio maturing between one and two years, with a gross unrealized loss position of $205 ($11,539 of the total fair value). The severity of the unrealized losses for the securities in an unrealized loss position at December 31, 2008 was between less than one percent and 17.67 percent below amortized cost, and the weighted average duration of the unrealized losses of these securities was 6.98 months.

We have evaluated our individual corporate debt securities holdings for other-than-temporary impairment and determined that the unrealized losses as of December 31, 2008 are attributable to our purchase of corporate debt securities which traded at a premium in early 2008, and declined in market value during 2008. Because we do not intend to sell these securities, and believe it is not more likely than not that we would be required to sell these securities before recovery of principal, we do not consider these securities to be other-than-temporarily impaired at December 31, 2008.

Other-than-temporary impairment analysis on auction rate securities. The unrealized losses in our auction rate securities investments were the result of an internal analysis of timing of expected future successful auctions, collateralization of underlying assets of the security and credit quality of the security. At December 31, 2009 and 2008, there were two and three securities with a gross unrealized loss position of $308 and $316 ($3,792 and $4,059 of the total fair value), respectively.

The severity of the unrealized losses for auction rate securities at December 31, 2009 and 2008 was between 6 percent and 8 percent below amortized cost, and the weighted average duration of the unrealized losses for these securities was 22 and 9.25 months, respectively.

We have evaluated our individual auction rate securities holdings for other-than-temporary impairment and determined that the unrealized losses as of December 31, 2009 and 2008 are attributable to uncertainty in the liquidity of the auction rate security market. Because we do not intend to sell these securities, and believe it is not more likely than not that we would be required to sell these securities before recovery of principal, we do not consider these securities to be other-than-temporarily impaired at December 31, 2009 and 2008.

F-18

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

4. Accounts Receivable

Our accounts receivable represent amounts due to Progenics from research from collaborator, royalties, research grants and contract and the sales of research reagents. These amounts are considered to be short-term as they are expected to be collected within one year and we believe carrying value approximates fair value.

	December 31,
	2009		2008
National Institutes of Health	$	210	$	1,107
Royalties		589		229
Research and development from collaborator		6,667		-
Other		56		1
Total	$	7,522	$	1,337

5. Fixed Assets

	December 31,
	2009			2008
Computer equipment	$	2,443		$	2,335
Machinery and equipment		13,237			13,161
Furniture and fixtures		740			750
Leasehold improvements		10,662			10,546
Construction in progress		831			907
		27,913			27,699
Less, accumulated depreciation and amortization		(21,353	)		(16,628	)
Total	$	6,560		$	11,071

At December 31, 2009, $5.9 million and $1.6 million of leasehold improvements were being amortized over periods of 0.3 – 5.8 years and 2.0 – 4.0 years, respectively, under leases with terms through December 31, 2009 and June 30, 2010, respectively. At December 31, 2008, $5.8 million, $0.9 million and $0.7 million of leasehold improvements were being amortized over periods of 1.0 – 5.8 years, 4.0 – 4.7 years and 8.5 years, respectively, under leases with terms through December 31, 2009, June 29, 2012 and December 31, 2014, respectively.

6. Accounts Payable and Accrued Expenses

The carrying value of our accounts payable and accrued expenses approximates fair value, as it represents amounts due to vendors and employees, which will be satisfied within one year.

	December 31,
	2009		2008
Accounts payable	$	596	$	899
Accrued consulting and clinical trial costs		2,663		3,556
Accrued payroll and related costs		1,321		1,093
Legal and professional fees		1,070		925
Other		186		23
Total	$	5,836	$	6,496

7. Stockholders’ Equity

We are authorized to issue 40,000 shares of common stock, par value $.0013 (“Common Stock”), and 20,000 shares of preferred stock, par value $.001. The Board of Directors has the authority to issue common and preferred shares, in series, with rights and privileges as determined by the Board of Directors.

F-19

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

On September 25, 2007, we completed a public offering of 2.6 million shares of our Common Stock, pursuant to a shelf registration statement that had been filed with the SEC in 2006, which had registered 4.0 million shares of our Common Stock. We received proceeds of $57.3 million, or $22.04 per share, which was net of underwriting discounts and commissions of approximately $2.9 million, and paid approximately $0.2 million in other offering expenses.

On April 24, 2008, our Board of Directors approved a share repurchase program to acquire up to $15.0 million of our outstanding common shares. During the year ended December 31, 2008, we have repurchased 200,000 of our outstanding common shares for a total of $2.7 million. Purchases may be discontinued at any time. We did not repurchase any common shares during the year ended December 31, 2009. We have $12.3 million remaining available for purchases under the program.

8. Commitments and Contingencies

a. Operating Leases

As of December 31, 2009, we leased a total of 131,500 square feet of office and laboratory space, under five lease agreements, the majority of which expired December 31, 2009, while the remaining leases were to expire in either 2012 or 2014. In October 2009, we renewed to December 31, 2020, our lease agreement to lease a total of 149,300 square feet of office and laboratory space in six locations in Tarrytown, New York.

Rental payments are recognized as rent expense on a straight-line basis over the term of the lease. In addition to rents due under these agreements, we are obligated to pay additional facilities charges, including utilities, taxes and operating expenses. We also lease certain office equipment under non-cancelable operating leases, which expire at various times through August 2010.

As of December 31, 2009, future minimum annual payments under all operating lease agreements are as follows:

Years ending December 31,	Minimum Annual Payments
2010	$	3,682
2011		3,777
2012		3,872
2013		3,968
2014		4,067
Thereafter		26,632
Total	$	45,998

Rental expense totaled approximately $2,773, $2,971 and $2,415 for the years ended December 31, 2009, 2008 and 2007, respectively. For the years ended December 31, 2009 and 2008, amounts paid exceeded rent expense by $154 and $93, respectively, due to the recognition of escalation clauses and lease incentives. For the year ended December 31, 2007, we recognized rent expense in excess of amounts paid of $17, due to the recognition of escalation clauses and lease incentives. Additional facility charges, including utilities, taxes and operating expenses, for the years ended December 31, 2009, 2008 and 2007 were approximately $3,060, $3,533 and $2,974, respectively.

b. Licensing, Service and Supply Agreements

Progenics has entered into intellectual property-based license and service agreements in connection with their product development programs. Progenics has recognized milestone, license and sublicense fees and supply costs, which are included in research and development expenses, totaling approximately $788, $2,422 and $988 for the years ended December 31, 2009, 2008 and 2007, respectively.

F-20

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

Agreement	Paid from  inception to December 31,  2009	Future  Commitments	Terms
Progenics’ agreements with:
Facet Biotech Corporation (formerly Protein Design Labs, Inc.)	$ 5,350	$ 2,600 (1)	Annual maintenance, milestone and royalty payments for the humanized murine monoclonal antibody developed by us.
University of Chicago	790	410	Milestone and royalty payments for rights to develop and commercialize methylnaltrexone.
Sloan-Kettering Institute for Cancer Research	1,000	-	Terminated in 2008.
Aquila Biopharmaceuticals, Inc.	769	-	Terminated in 2008.
Columbia University	$1,197	- (1)	Terminated and amended in 2009, under which we retain rights to certain technology for sales of reagents and other purposes.
PSMA LLC’s agreements with:
Amgen Fremont, Inc. (formerly Abgenix)	850	6,250 (1)	Annual maintenance and milestone payments to use XenoMouse® technology for generating fully human antibodies to PSMA LLC’s PSMA antigen.
AlphaVax Human Vaccines	2,036	5,300 (1)	Annual maintenance and milestone payments to use AlphaVax Replicon Vector system to create a therapeutic cancer vaccine incorporating PSMA LLC’s proprietary PSMA antigen.
Seattle Genetics, Inc.	3,600	14,000 (1)	Milestone and periodic maintenance payments to use ADC technology to link chemotherapeutic agents to monoclonal antibodies that target prostate specific membrane antigen. ADC technology is based in part on technology licensed by SGI from third parties.
Cornell Research Foundation	110	915 (1)	Annual minimum royalty and milestone payments.
Former member of PSMA LLC	128	52,197	Milestone and royalty payments to use technology related to PSMA.

(1)Royalties are estimable upon sales of products under the license.

c. Consulting Agreements

As part of our research and development efforts, we enter into consulting agreements with external scientific specialists (“Scientists”). These agreements contain various terms and provisions, including fees to be paid by us and royalties, in the event of future sales, and milestone payments, upon achievement of defined events, payable by us. Certain Scientists are members of the Progenics’ Scientific Advisory Board (the “SAB Members”), including Stephen P. Goff, Ph.D. and David A. Scheinberg, M.D., Ph.D., both of whom are also members of our Board of Directors. Some Scientists have purchased our Common Stock or received stock options which are subject to vesting provisions. We have recognized expenses with regard to the consulting agreements of the SAB Members totaling approximately $220, $358 and $1,092 for the years ended December 31, 2009, 2008 and 2007, respectively. Those expenses include the fair value of stock options granted during 2009, 2008 and 2007, which were fully vested at grant date, of approximately $83, $217 and $691, respectively. For the year ended December 31, 2007, those expenses include a portion of restricted stock, granted in 2007, that vested in 2007, of approximately $127. Such amounts of fair value are included in research and development compensation expense for each year presented (see Note 9).

F-21

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

9. Share-Based Payment Arrangements

Our share-based compensation to employees includes non-qualified stock options, restricted stock and shares issued under our Purchase Plans, which are compensatory under ASC 718 Compensation – Stock Compensation. We account for share-based compensation to non-employees, including non-qualified stock options and restricted stock, in accordance with ASC 505 Equity.

Compensation cost for share-based awards will be recognized in our financial statements over the related requisite service periods; usually the vesting periods for awards with a service condition. We have made an accounting policy decision to use the straight-line method of attribution of compensation expense, under which the grant date fair value of share-based awards will be recognized on a straight-line basis over the total requisite service period for the total award.

We have adopted three stock incentive plans, the 1989 Non-Qualified Stock Option Plan, the 1996 Amended Stock Incentive Plan and the 2005 Stock Incentive Plan (the “Plans”). Under each of these Plans as amended, up to 375, 5,000 and 5,450 shares of common stock, respectively, have been reserved for the issuance of awards to employees, consultants, directors and other individuals who render services to Progenics (collectively, “Awardees”). The Plans contain certain anti-dilution provisions in the event of a stock split, stock dividend or other capital adjustment as defined. The 1989 Plan provides for the Board, or the Compensation Committee (“Committee”) of the Board, to grant stock options to Awardees and to determine the exercise price, vesting term and expiration date. The 1996 Plan and the 2005 Plan provide for the Board or Committee to grant to Awardees stock options, stock appreciation rights, restricted stock, performance awards or phantom stock, as defined (collectively, “Awards”). The Committee is also authorized to determine the term and vesting of each Award and the Committee may in its discretion accelerate the vesting of an Award at any time. Stock options granted under the Plans generally vest pro rata over four to ten years and have terms of ten to twenty years. Restricted stock issued under the 1996 Plan or 2005 Plan usually vests annually over a four year period, unless specified otherwise by the Committee. The exercise price of outstanding non-qualified stock options is usually equal to the fair value of our common stock on the date of grant. The exercise price of non-qualified stock options granted from the 2005 Plan and incentive stock options (“ISO”) granted from the Plans may not be lower than the fair value of our common stock on the dates of grant. At December 31, 2009, 2008 and 2007, all outstanding stock options were non-qualified options. The 1989 and 1996 Plans terminated in April 1994 and October 2006, respectively, and the 2005 Plan will terminate in April 2015; options granted before termination of the Plans will continue under the respective Plans until exercised, cancelled or expired.

We apply a forfeiture rate to the number of unvested awards in each reporting period in order to estimate the number of awards that are expected to vest. Estimated forfeiture rates are based upon historical data on vesting behavior of employees. We adjust the total amount of compensation cost recognized for each award, in the period in which each award vests, to reflect the actual forfeitures related to that award. Changes in our estimated forfeiture rate will result in changes in the rate at which compensation cost for an award is recognized over its vesting period.

Under ASC 718 Compensation – Stock Compensation, the fair value of each non-qualified stock option award is estimated on the date of grant using the Black-Scholes option pricing model, which requires input assumptions noted in the following table. Ranges of assumptions for inputs are disclosed where the value of such assumptions varied during the related period. Historical volatilities are based upon daily quoted market prices of our common stock on The NASDAQ Stock Market LLC over a period equal to the expected term of the related equity instruments. We rely only on historical volatility since it provides the most reliable indication of future volatility. Future volatility is expected to be consistent with historical; historical volatility is calculated using a simple average calculation; historical data is available for the length of the option’s expected term and a sufficient number of price observations are used consistently. Since our stock options are not traded on a public market, we do not use implied volatility. For the years ended December 31, 2009, 2008 and 2007, our expected term was calculated based upon historical data related to exercise and post-termination cancellation activity. Accordingly, for grants made to employees and officers (excluding our Chief Executive Officer) and directors, we are using expected terms of 5.3 and 7.3 years, 5.33 and 7.30 years, and 5.25 and 7.5 years, respectively. The expected term of stock options granted to our Chief Executive Officer and non-employee directors and consultants are calculated separately from stock options granted to employees and officers and the expected term was 8 years and 7.5 years or the years ended December 31, 2009 and 2008. Expected term for options granted to non-employee consultants was ten years, which is the contractual term of those options. We have never paid dividends and do not expect to pay dividends in the future. Therefore, our dividend rate is zero. The risk-free rate for periods within the expected term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

F-22

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

	For the Years Ended December 31,
	2009	2008	2007
Expected volatility	70% - 91%	66% - 91%	50% - 89%
Expected dividends	zero	zero	zero
Expected term (years)	5.3 – 10	5.33 - 10	5.25 - 10
Weighted average expected term (years)	7.10	6.78	6.90
Risk-free rate	1.78% - 3.22%	1.69% - 3.79%	3.88% - 4.93%

A summary of option activity under the Plans as of December 31, 2009 and changes during the year then ended is presented below:

Options	Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (Yr.)	Aggregate Intrinsic Value
Outstanding at January 1, 2009	4,451	$18.78
Granted	838	5.43
Exercised	(8)	1.33
Forfeited or expired	(372)	18.13
Outstanding at December 31, 2009	4,909	$16.58	5.66	$242,653
Exercisable at December 31, 2009	3,455	$18.16	4.55	$242,653

The weighted average grant-date fair value of options granted under the Plans during the years ended December 31, 2009, 2008 and 2007 was $3.39, $10.09 and $16.18, respectively. The total intrinsic value of options exercised during the years ended December 31, 2009, 2008 and 2007 was $41, $969 and $3,766, respectively.

The options granted under the Plans, described above, include 33, 113, 38, 75, 145 and 113 non-qualified stock options granted to our Chief Executive Officer on July 1, 2002, 2003, 2004 and 2005, on July 3, 2006 and on July 2, 2007, respectively, which cliff vest after nine years and eleven months from the respective grant date. The July 1, 2002, 2003 and 2005 awards have fully vested. Vesting of a defined portion of each award will occur earlier if a defined performance condition is achieved; more than one condition may be achieved in any period. In accordance with ASC 718 Compensation – Stock Compensation, at the end of each reporting period, we will estimate the probability of achievement of each performance condition and will use those probabilities to determine the requisite service period of each award. The requisite service period for the award is the shortest of the explicit or implied service periods. In the case of the executive’s options, the explicit service period is nine years and eleven months from the respective grant dates. The implied service periods related to the performance conditions are the estimated times for each performance condition to be achieved. Thus, compensation expense will be recognized over the shortest estimated time for the achievement of performance conditions for that award (assuming that the performance conditions will be achieved before the cliff vesting occurs). On July 1, 2008 and 2009, we granted awards (consisting of options and restricted stock in 2008 and options in 2009) to our Chief Executive Officer which vest on the basis of the achievement of specified performance or market-based milestones. The options have an exercise price equal to the closing price on our common stock on the date of grant. The awards to our Chief Executive Officer are valued using a Monte Carlo simulation and the expense related to these grants will be recognized over the shortest estimated time for the achievement of the performance or market conditions. The awards will not vest unless one of the milestones is achieved or the market condition is met. Changes in the estimate of probability of achievement of any performance or market condition will be reflected in compensation expense of the period of change and future periods affected by the change.

At December 31, 2009, the estimated requisite service periods for the 2004, 2006 and 2009 awards, described above, were 1.5, 6.25 and 2.0 years, respectively. For the years ended December 31, 2009, 2008 and 2007, the total compensation expense recognized for the performance-based options was $0.5 million, $1.3 million and $1.5 million, respectively.

F-23

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

A summary of the status of our restricted stock awarded under the Plans which has not yet vested as of December 31, 2009 and changes during the year then ended is presented below:

Restricted Stock Awards	Shares	Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2009	566	$18.81
Granted	325	5.01
Vested	(306)	15.17
Forfeited	(37)	16.26
Nonvested at December 31, 2009	548	$12.82

Our two employee stock purchase plans (the “Purchase Plans”), the 1998 Employee Stock Purchase Plan (the “Qualified Plan”) and the 1998 Non-Qualified Employee Purchase Plan (the “Non-Qualified Plan”), as amended, provide for the issuance of up to 3,400 and 1,100 shares of common stock, respectively. The Purchase Plans provide for the grant to all employees of options to use an amount equal to up to 25% of their quarterly compensation, as such percentage is determined by the Board of Directors prior to the date of grant, to purchase shares of our common stock at a price per share equal to the lesser of the fair market value of the common stock on the date of grant or 85% of the fair market value on the date of exercise. Options are granted automatically on the first day of each fiscal quarter and expire six months after the date of grant. The Qualified Plan is not available to employees owning more than five percent of the common stock and imposes certain other quarterly limitations on the option grants. Options under the Non-Qualified Plan are granted to the extent that option grants are restricted under the Qualified Plan.

The fair value of shares purchased under the Purchase Plans was estimated on the date of grant in accordance with ASC 718 Compensation – Stock Compensation, via the same option valuation model used for options granted under the Plans, but with the following assumptions:

	For the Years Ended  December 31,
	2009	2008	2007
Expected volatility	46% - 100%	83% - 170%	40% - 46%
Expected dividends	zero	zero	zero
Expected term	6 months	6 months	6 months
Risk-free rate	0.00% - 0.38%	0.14% - 2.74%	3.91% - 5.10%

Purchases of common stock under the Purchase Plans during the years ended December 31, 2009, 2008 and 2007 are summarized as follows:

	Qualified Plan			Non-Qualified Plan
	Shares  Purchased	Price Range	Weighted Average Grant-Date Fair Value	Shares  Purchased	Price Range	Weighted Average Grant-Date Fair Value
2009	872	$3.37 - $9.13	$1.49	189	$3.98 - $9.13	$1.58
2008	538	$4.26 - $15.32	$4.44	127	$6.07 - $15.32	$4.83
2007	179	$16.27 - $23.46	$3.41	45	$17.80 - $23.46	$3.43

F-24

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

The total compensation expense of shares, granted to both employees and non-employees, under all of our share-based payment arrangements that was recognized in operations during the years ended December 31, 2009, 2008 and 2007 was:

	Years Ended December 31,
	2009		2008		2007
Recognized as:
Research and Development	$	7,225	$	7,241	$	7,104
General and Administrative		5,761		6,892		8,202
Total	$	12,986	$	14,133	$	15,306

No tax benefit was recognized related to such compensation cost because we had net losses for the periods presented and the related deferred tax assets were fully offset by valuation allowance. Accordingly, no amounts related to windfall tax benefits have been reported in cash flows from operations or cash flows from financing activities for the periods presented.

As of December 31, 2009, there was $9.9 million, $5.1 million and $0.03 million of total unrecognized compensation cost related to non-vested stock options under the Plans, the non-vested shares and the Purchase Plans, respectively. Those costs are expected to be recognized over weighted average periods of 2.31 years, 1.56 years and 0.04 years, respectively. Cash received from exercises under all share-based payment arrangements for the year ended December 31, 2009 was $4.9 million. We issue new shares of our common stock upon share option exercise and share purchase.

In applying the treasury stock method for the calculation of diluted EPS, amounts of unrecognized compensation expense and windfall tax benefits are required to be included in the assumed proceeds in the denominator of the diluted EPS calculation unless they are anti-dilutive. We incurred net losses for the years ended December 31, 2009, 2008 and 2007 and, therefore, such amounts have not been included in the calculations for those periods since they would be anti-dilutive. As a result, basic and diluted EPS are the same for each period. We have made an accounting policy decision to calculate windfall tax benefits/shortfalls, for purposes of diluted EPS calculation, excluding the impact of pro forma deferred tax assets. This policy decision will apply when we have net income.

10. Employee Savings Plan

The terms of the amended and restated Progenics Pharmaceuticals 401(k) Plan (the “Amended Plan”), among other things, allow eligible employees to participate in the Amended Plan by electing to contribute to the Amended Plan a percentage of their compensation to be set aside to pay their future retirement benefits. During 2009, 2008 and 2007, we matched 50%, 100% and 100%, respectively, of those employee contributions that are equal to 5%-8% of compensation and are made by eligible employees to the Amended Plan (the “Matching Contribution”). In addition, we may also make a discretionary contribution each year on behalf of all participants who are non-highly compensated employees. We made Matching Contributions of approximately $718, $1,727 and $1,538 to the Amended Plan for the years ended December 31, 2009, 2008 and 2007, respectively. No discretionary contributions were made during those years.

11. Income Taxes

We account for income taxes using the liability method in accordance with ASC 740 Income Taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

                There is no provision or benefit for federal or state income taxes for the years ended December 31, 2009, 2008 or 2007. We have completed a calculation, under Internal Revenue Code Section 382, the results of which indicate that past ownership changes will limit utilization of net operating loss carry-forwards (“NOL’s”) in the future. Future ownership changes may further limit the future utilization of net operating loss and tax credit carry-forwards as defined by the federal and state tax codes.

F-25

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

Deferred tax assets consist of the following:

	December 31,
	2009			2008
Depreciation and amortization	$	6,831		$	6,231
R&E tax credit carry-forwards		10,363			9,139
NYS investment tax credit carry-forwards		1,168			-
AMT credit carry-forwards		306			306
Net operating loss carry-forwards		83,546			87,672
Deferred revenue		-			12,396
Capitalized research and development expenditures		23,492			-
Stock compensation		13,142			10,923
Other items		2,585			2,402
		141,433			129,069
Valuation allowance		(141,433	)		(129,069	)
	$	—		$	—

We do not recognize deferred tax assets considering our history of taxable losses and the uncertainty regarding our ability to generate sufficient taxable income in the future to utilize these deferred tax assets.

For the years ended December 31, 2009 and 2008, we incurred net losses for tax purposes and recognized a full tax valuation against deferred taxes. During 2009, we implemented a tax planning strategy to elect and capitalize, for tax purposes only, a total of $70.0 million of 2008 and 2009 research and development (“R&D”) costs and amortize these costs over ten years for tax purposes. This strategy had the effect of decreasing deferred taxes for net operating losses and increasing deferred taxes for capitalized R&D.

The following is a reconciliation of income taxes computed at the Federal statutory income tax rate to the actual effective income tax provision:

	Year Ended December 31,
	2009	2008	2007
U.S. Federal statutory rate	(34.0)%	(34.0)%	(34.0)%
State income taxes, net of Federal benefit	(4.6)	(5.4)	(5.6)
Research and experimental tax credit	(4.0)	(4.3)	(4.2)
Change in valuation allowance	40.4	43.3	40.8
Equity compensation	6.3	-	-
Investment tax credit	(3.8)	-	-
Other	(0.3)	0.4	3.0
Income tax provision	0.0%	0.0%	0.0%

As of December 31, 2009, we had available, for tax return purposes, unused NOL’s of approximately $229.8 million, which will expire in various years from 2018 to 2029, $18.2 million of which were generated from deductions that, when realized, will reduce taxes payable and will increase paid-in-capital.

We have reviewed our nexus in various tax jurisdictions and our tax positions related to all open tax years for events that could change the status of our ASC 740 Income Taxes liability, if any, or require an additional liability to be recorded. Such events may be the resolution of issues raised by a taxing authority, expiration of the statute of limitations for a prior open tax year or new transactions for which a tax position may be deemed to be uncertain. During the years ended December 31, 2009, 2008 and 2007, we had no unrecognized tax benefits resulting from tax positions during a prior or current period, settlements with taxing authorities or the expiration of the applicable statute of limitations. At December 31, 2009, there were no amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate and there were no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months from the respective date. As of December 31, 2009, we are subject to federal and state income tax in the United States. Open tax years relate to years in which unused net operating losses were generated or, if used, for which the statute of limitation for examination by taxing authorities has not expired. Our open tax years extend back to 1995, with the exception of 1997, during which we reported net income. No amounts of interest or penalties were recognized in our Consolidated Statements of Operations or Consolidated Balance Sheets upon adoption of ASC 740 Income Taxes as of and for the years ended December 31, 2009, 2008 and 2007.

F-26

PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ¾ continued

(amounts in thousands, except per share amounts or unless otherwise noted)

Our research and experimental (“R&E”) tax credit carry-forwards of approximately $10.4 million at December 31, 2009 expire in various years from 2010 to 2029. During the year ended December 31, 2009, research and experimental tax credit carry-forwards of approximately $144 expired.

12. Net Loss Per Share

Our basic net loss per share amounts have been computed by dividing net loss by the weighted-average number of common shares outstanding during the period. For the years ended December 31, 2009, 2008 and 2007, we reported a net loss and, therefore, potential common shares were not included since such inclusion would have been anti-dilutive. The calculations of net loss per share, basic and diluted, are as follows:

	Net Loss (Numerator)			Weighted Average Common Shares (Denominator)		Per Share Amount
2009:
Basic and diluted	$	(30,612	)		31,219	$	(0.98	)
2008:
Basic and diluted	$	(44,672	)		30,142	$	(1.48	)
2007:
Basic and diluted	$	(43,688	)		27,447	$	(1.59	)

For the years ended December 31, 2009, 2008 and 2007, potential common shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive include the following:

	Years Ended December 31,
	2009				2008				2007
	Weighted Average Number		Weighted Average Exercise Price		Weighted Average Number		Weighted Average Exercise Price		Weighted Average Number		Weighted Average Exercise Price
Options and warrants		4,705	$	17.48		4,854	$	18.01		4,703	$	17.56
Restricted stock		516				522				454
Total		5,221				5,376				5,157

13. Unaudited Quarterly Results

Summarized quarterly financial data for the years ended December 31, 2009 and 2008 are as follows:

	Quarter Ended March 31, 2009 (unaudited)			Quarter Ended June 30, 2009 (unaudited)			Quarter Ended September 30, 2009 (unaudited)			Quarter Ended December 31, 2009 (unaudited)
Revenue	$	20,904		$	5,469		$	5,419		$	17,155
Net loss		(1,788	)		(15,171	)		(13,014	)		(639	)
Net loss per share (basic and diluted)		(0.06	)		(0.49	)		(0.41	)		(0.02	)

	Quarter Ended March 31, 2008 (unaudited)			Quarter Ended June 30, 2008 (unaudited)			Quarter Ended September 30, 2008 (unaudited)			Quarter Ended December 31, 2008 (unaudited)
Revenue	$	14,762		$	28,584		$	17,497		$	6,828
Net loss		(15,485	)		(2,369	)		(12,220	)		(14,598	)
Net loss per share (basic and diluted)		(0.52	)		(0.08	)		(0.40	)		(0.48	)

F-27

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

PROGENICS PHARMACEUTICALS, INC.
By:	/s/ PAUL J. MADDON
	Paul J. Maddon, M.D., Ph.D. (Duly authorized officer of the Registrant and Chief Executive Officer, Chief Science Officer and Director)

Date: March 15, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ KURT W. BRINER	Chairman	March 15, 2010
Kurt W. Briner
/s/ PAUL J. MADDON	Chief Executive Officer, Chief Science	March 15, 2010
Paul J. Maddon, M.D., Ph.D.	Officer and Director (Principal Executive Officer)
/s/ MARK R. BAKER	President and Director	March 15, 2010
Mark R. Baker, J.D.
/s/ CHARLES A. BAKER	Director	March 15, 2010
Charles A. Baker
/s/ PETER J. CROWLEY	Director	March 15, 2010
Peter J. Crowley
/s/ MARK F. DALTON	Director	March 15, 2010
Mark F. Dalton
	Director	March __, 2010
Stephen P. Goff, Ph.D.
/s/ DAVID A. SCHEINBERG	Director	March 15, 2010
David A. Scheinberg, M.D., Ph.D.
/s/ NICOLE S. WILLIAMS	Director	March 15, 2010
Nicole S. Williams
/s/ ROBERT A. MCKINNEY	Chief Financial Officer, Senior Vice President,	March 15, 2010
Robert A. McKinney, CPA	Finance & Operations and Treasurer
	(Principal Financial and Accounting Officer)

S-1

EXHIBIT INDEX

Exhibit
Number *	Description
3.1(14)	Restated Certificate of Incorporation of the Registrant.
3.2(14)	Amended and Restated By-laws of the Registrant.
4.1(1)	Specimen Certificate for Common Stock, $0.0013 par value per share, of the Registrant.
10.1(1)	Form of Registration Rights Agreement.
10.2(1)	1989 Non-Qualified Stock Option Plan‡
10.3(1)	1993 Stock Option Plan, as amended‡
10.4(1)	1993 Executive Stock Option Plan‡
10.5(3)	Amended and Restated 1996 Stock Incentive Plan‡
10.6(14)	2005 Stock Incentive Plan‡
10.6.1(10)	Form of Non-Qualified Stock Option Award Agreement‡
10.6.2(10)	Form of Restricted Stock Award Agreement‡
10.6.3(16)	Amended 2005 Stock Incentive Plan ‡
10.6.4(18)	Form of Non-Qualified Stock Option Award Agreement ‡
10.6.5(18)	Form of Restricted Stock Award Agreement ‡
10.7(15)	Form of Indemnification Agreement‡
10.8(19)	Employment Agreement, dated December 31, 2007, between the Registrant and Dr. Paul J. Maddon‡
10.9(1)	Letter dated August 25, 1994 between the Registrant and Dr. Robert J. Israel‡
10.10(8)	Amended 1998 Employee Stock Purchase Plan‡
10.11(8)	Amended 1998 Non-qualified Employee Stock Purchase Plan‡
10.15(5)	Amended and Restated Sublease, dated June 6, 2000, between the Registrant and Crompton Corporation.
10.16(2)†	Development and License Agreements, dated April 30, 1999, between Protein Design Labs, Inc. and the Registrant.
10.16.1(11)	Letter Agreement, dated November 24, 2003, relating to the Development and License Agreement between Protein Design Labs, Inc. and the Registrant.
10.18(4)	Director Stock Option Plan‡
10.19(6)†	Exclusive Sublicense Agreement, dated September 21, 2001, between the Registrant and UR Labs, Inc.
10.19.1(9)	Amendment to Exclusive Sublicense Agreement, dated September 21, 2001, between the Registrant and UR Labs, Inc.
10.20(7)	Research and Development Contract, dated September 26, 2003, between the National Institutes of Health and the Registrant.
10.21(7)	Agreement of Lease, dated September 30, 2003, between Eastview Holdings LLC and the Registrant.
10.22(7)	Letter Agreement, dated October 23, 2003, amending Agreement of Lease between Eastview Holdings LLC and the Registrant.
10.23(11)	Summary of Non-Employee Director Compensation‡
10.24(12) †	License and Co-Development Agreement, dated December 23, 2005, by and among Wyeth, acting through Wyeth Pharmaceuticals Division, Wyeth-Whitehall Pharmaceuticals, Inc. and Wyeth-Ayerst Lederle, Inc. and the Registrant and Progenics Pharmaceuticals Nevada, Inc.
10.25(12) †	Option and License Agreement, dated May 8, 1985, by and between the University of Chicago and UR Labs, Inc., as amended by (i) Amendment to Option and License Agreement, dated September 17, 1987, by and between the University of Chicago and UR Labs, Inc., (ii) Second Amendment to Option and License Agreement, dated March 3, 1989, by and among the University of Chicago, ARCH Development Corporation and UR Labs, Inc., and (iii) Letter Agreement Related to Progenics’ RELISTOR In-License dated, December 22, 2005, by and among the University of Chicago, acting on behalf of itself and ARCH Development Corporation, the Registrant, Progenics Pharmaceuticals Nevada, Inc. and Wyeth, acting through its Wyeth Pharmaceuticals Division.
10.26(13)	Membership Interest Purchase Agreement, dated April 20, 2006, between the Registrant Inc. and Cytogen Corporation.
10.27(13) †	Amended and Restated PSMA/PSMP License Agreement, dated April 20, 2006, by and among the Registrant, Cytogen Corporation and PSMA Development Company LLC.
10.28(17)	Consulting Agreement, dated May 1, 1995, between Active Biotherapies, Inc. and Dr. David A. Scheinberg, M.D., Ph.D., as amended on June 13, 1995, as assigned to the Registrant, and as amended on January 1, 2001‡
10.29(20) †	License Agreement, dated as of October 16, 2008, by and among Ono Pharmaceutical Co., Ltd. and the Registrant.

E-1

10.30(20)  †	Partial Termination and License Agreement, dated October 16, 2008, by and among Wyeth, acting through Wyeth Pharmaceuticals Division, Wyeth-Whitehall Pharmaceuticals, Inc. and Wyeth-Ayerst Lederle, Inc. and the Registrant and Progenics Pharmaceuticals Nevada, Inc.
10.31(20)  †	Consent, Acknowledgment and Agreement, dated as of October 16, 2008, by and among Wyeth, acting through Wyeth Pharmaceuticals Division, Wyeth-Whitehall Pharmaceuticals, Inc. and Wyeth-Ayerst Lederle, Inc., the Registrant and Ono Pharmaceutical Co., Ltd.
10.32(20)  †	2008 Agreement Related to Progenics’ MNTX In-License, dated October 16, 2008, by and among the University of Chicago, acting on behalf of itself and ARCH Development Corporation, the Registrant, Progenics Pharmaceuticals Nevada, Inc. and Ono Pharmaceutical Co., Ltd.
10.33 ††	Termination and Transition Agreement, effective as of October 1, 2009, by and among Wyeth, acting through Wyeth Pharmaceuticals Division, Wyeth-Whitehall Pharmaceuticals, Inc., Wyeth-Ayerst Lederle, Inc., and AHP Manufacturing B.V., and the Registrant, Progenics Pharmaceuticals Nevada, Inc. and Excelsior Life Sciences Ireland Limited.
21.1(19)	Subsidiaries of the Registrant.
23.1	Consent of PricewaterhouseCoopers LLP.
31.1	Certification of Paul J. Maddon, M.D., Ph.D., Chief Executive Officer of the Registrant pursuant to 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Robert A. McKinney, Chief Financial Officer, Senior Vice President, Finance and Operations and Treasurer of the Registrant pursuant to 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	Certification of Paul J. Maddon, M.D., Ph.D., Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Robert A. McKinney, Chief Financial Officer, Senior Vice President, Finance and Operations and Treasurer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

____________

*	Exhibits footnoted as previously filed have been filed as an exhibit to the document of the Registrant referenced in the footnote below, and are incorporated by reference herein.
(1)	Previously filed in Registration Statement on Form S-1, Commission File No. 333-13627.
(2)	Previously filed in Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999.
(3)	Previously filed in Registration Statement on Form S-8, Commission File No. 333-120508.
(4)	Previously filed in Annual Report on Form 10-K for the year ended December 31, 1999.
(5)	Previously filed in Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000.
(6)	Previously filed in Annual Report on Form 10-K for the year ended December 31, 2002.
(7)	Previously filed in Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2003.
(8)	Previously filed in Registration Statement on Form S-8, Commission File No. 333-143671.
(9)	Previously filed in Current Report on Form 8-K filed on September 20, 2004.
(10)	Previously filed in Current Report on Form 8-K filed on July 8, 2008.
(11)	Previously filed in Annual Report on Form 10-K for the year ended December 31, 2004.
(12)	Previously filed in Annual Report on Form 10-K for the year ended December 31, 2005.
(13)	Previously filed in Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2006.
(14)	Previously filed in Current Report on Form 8-K filed on May 13, 2005.
(15)	Previously filed in Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2007.
(16)	Previously filed in Registration Statement on Form S-8, Commission File No. 333-143670.
(17)	Previously filed in Annual Report on Form 10-K/A for the year ended December 31, 2006.
(18)	Previously filed in Current Report on Form 8-K filed on July 8, 2008.
(19)	Previously filed in Annual Report on Form 10-K for the year ended December 31, 2007.
(20)	Previously filed in Annual Report on Form 10-K for the year ended December 31, 2008.

E-2

†	Confidential treatment granted as to certain portions omitted and filed separately with the Commission.
††	Confidential treatment requested as to certain portions omitted and filed separately with the Commission.
‡	Management contract or compensatory plan or arrangement.

E-3

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos.  333-130913, 333-130912) and Form  S-8 (Nos. 333-52277, 333-120508, 333-124910,  333-143670, 333-143671, 333-151711, 333-160389, 333-160392) of Progenics Pharmaceuticals, Inc. of our report dated March 10, 2010 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 10,  2010

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Paul J. Maddon, M.D., Ph.D., certify that:

1. I have reviewed this annual report on Form 10-K of Progenics Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s independent registered public accounting firm and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Paul J. Maddon
Date: March 15, 2010	Paul J. Maddon, M.D., Ph.D. Chief Executive Officer and Chief Science Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Robert A. McKinney, certify that:

1. I have reviewed this annual report on Form 10-K of Progenics Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s independent registered public accounting firm and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Robert A. McKinney
Date: March 15, 2010	Robert A. McKinney Chief Financial Officer, Senior Vice President, Finance & Operations and Treasurer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT

TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION  906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned Chief Executive Officer and Chief Science Officer of Progenics Pharmaceuticals, Inc. (the “Company”) does hereby certify as follows:

This annual report on Form 10-K of the Company for the period ended December 31, 2009 and filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Paul J. Maddon
Date: March 15, 2010	Paul J. Maddon, M.D., Ph.D. Chief Executive Officer and Chief Science Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Progenics Pharmaceuticals, Inc. and will be retained by Progenics Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT

TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION  906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned Chief Financial Officer, Senior Vice President, Finance and Operations and Treasurer of Progenics Pharmaceuticals, Inc. (the “Company”) does hereby certify as follows:

This annual report on Form 10-K of the Company for the period ended December 31, 2009 and filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Robert A. McKinney
Date: March 15, 2010	Robert A. McKinney Chief Financial Officer, Senior Vice President, Finance & Operations and Treasurer (Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Progenics Pharmaceuticals, Inc. and will be retained by Progenics Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request

EX-10.33

Exhibit 10.33

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TERMINATION AND TRANSITION AGREEMENT

BY AND AMONG

WYETH,

ACTING THROUGH ITS

WYETH PHARMACEUTICALS DIVISION,

and

WYETH-WHITEHALL PHARMACEUTICALS, INC.,

and

WYETH-AYERST LEDERLE, INC.,

and

AHP MANUFACTURING B.V.,

TRADING AS

WYETH MEDICA IRELAND,

AND

PROGENICS PHARMACEUTICALS, INC.

and

PROGENICS PHARMACEUTICALS NEVADA, INC.

and

EXCELSIOR LIFE SCIENCES IRELAND LIMITED

Effective as of October 1, 2009

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TABLE OF CONTENTS

Page

1. DEFINITIONS  2

2. TERMINATION OF THE PROGENICS-WYETH AGREEMENT  2

3. PAYMENTS  3

3.1. Payment to Progenics  3

3.2. No Other Payments  3

3.3. Offset for Payments Owed by / to Progenics / Wyeth  3

4. SC PRODUCT TRANSITION  3

4.1. SC Product Development  3

4.2. SC Product Commercialization in the United States  6

4.3. SC Product Commercialization Outside of the United States  7

5. ADDITIONAL TRANSITION PROCEDURES  9

5.1. Technology Transfer  9

5.2. Regulatory and Additional Development Matters  10

5.3. Supply of SC Product  13

5.4. Supply of Oral Product  14

5.5. Pharmacovigilance Activities; Product Recalls  15

5.6. Assignment of Third Party Contracts  15

5.7.	Waiver of Rights Under, and Amendment of, the Chicago Agreement	17
5.8.	Coordination of Transition	17

6. INTELLECTUAL PROPERTY  18

6.1. Assignment of Certain Trademarks and Other Intellectual Property  18

6.2. Limited License to Wyeth Trademarks  19

6.3.	Ownership of Intellectual Property Developed During the Transition	20
6.4.	License to Certain Know-How, Patent Rights and Technology	20

6.5. Non-Assertion of Rights  22

6.6. Non-exclusive License to Wyeth  22

7. REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNITY  23

7.1. By Wyeth  23

7.2. By Progenics  24

7.3. Indemnity  25

8. RELEASE; PUBLIC STATEMENTS  27

8.1. Release  27

8.2. Non-Disparagement  27

8.3. Public Announcements  27

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9. MISCELLANEOUS  28

9.1. Records and Audits  28

9.2. No Further Obligations  28

9.3.	Surviving Sections of the Progenics-Wyeth Agreement and the Partial Termination Agreement	28
9.4.	Confidentiality of the Terms of this Termination Agreement	29

9.5. Assignment  29

9.6. Further Actions  29

9.7. Force Majeure  29

9.8. Correspondence and Notices  30

9.9. Amendment  31

9.10. Waiver  31

9.11. Severability  31

9.12. Descriptive Headings  32

9.13. Entire Agreement  32

9.14. Independent Contractors  32

9.15. Counterparts  32

9.16. Future Relationships  32

9.17. Interpretation  32

9.18. No Third Party Rights or Obligations  33

9.19. Governing Law  33

9.20. Jurisdiction; Venue; Service of Process  33

9.21. Waiver of Jury Trial  34

9.22. Dispute Resolution  34

9.23. Limitation of Damages  35

9.24. Specific Performance  35

EXHIBITS

EXHIBIT A	Section 4.1.1
EXHIBIT B	Section 4.2.1
EXHIBIT C	Section 4.3.1
EXHIBIT D	Section 5.2.2
EXHIBIT E	Section 5.3
EXHIBIT F	Section 5.4
EXHIBIT G	Section 5.6
EXHIBIT H	Section 6.1
EXHIBIT I	Section 6.1
EXHIBIT J	Section 6.1
EXHIBIT K	Section 6.2
EXHIBIT L	Section 6.4
EXHIBIT M	Section 5.2.3

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TERMINATION AND TRANSITION AGREEMENT

This Termination and Transition Agreement (this “ Termination Agreement”) is signed this ninth day of October, 2009 (the “ Signing Date”) and effective as of the first day of October, 2009 (the “Effective Date”), by and among Wyeth, acting through its Wyeth Pharmaceuticals Division, a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 500 Arcola Road, Collegeville, Pennsylvania 19426 (“Wyeth Parent”), Wyeth-Whitehall Pharmaceuticals, Inc., a corporation having a principal place of business at Road No. 3, Kilometer 142.1, Guayama, Puerto Rico 00784, Wyeth-Ayerst Lederle, Inc., a corporation having a principal place of business at 65th Infantry Road, Kilometer 9.7, Carolina, Puerto Rico 00987-4904, and AHP Manufacturing B.V., trading as Wyeth Medica Ireland, a corporation organized and existing under the laws of the Kingdom of the Netherlands and having a principal place of business at Spicalaan 31, 2132 JG Hoofddorp, The Netherlands (collectively, “ Wyeth”), and Progenics Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591, Progenics Pharmaceuticals Nevada, Inc., a corporation organized and existing under the laws of the State of Nevada and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591, and a direct, wholly-owned subsidiary of Progenics Pharmaceuticals, Inc. (“ProNev”), and Excelsior Life Sciences Ireland Limited, a corporation organized and existing under the laws of the Republic of Ireland and having a principal place of business at 25/28 North Wall Quay, Dublin 1, Dublin Co. Dublin, Ireland, and a direct, wholly-owned subsidiary of Progenics Pharmaceuticals, Inc. (collectively, “Progenics”).  Wyeth and Progenics may each be referred to herein individually as a “Party” and, collectively, as the “Parties.”

BACKGROUND

A.            Wyeth Pharmaceuticals is the pharmaceutical division of Wyeth and Wyeth-Whitehall Pharmaceuticals, Inc., Wyeth-Ayerst Lederle, Inc., and AHP Manufacturing B.V. are indirect subsidiaries of Wyeth Parent.

B.            Wyeth and Progenics are parties to that certain License and Co-Development Agreement, dated as of December 23, 2005, as amended (the “ Progenics-Wyeth Agreement”) pursuant to which Progenics granted to Wyeth an exclusive worldwide license to Develop and Commercialize [*] (“[*]”) for all prophylactic or therapeutic pharmaceutical uses of the Compound for the diagnosis, treatment or prevention of disease in humans.  Wyeth-Whitehall Pharmaceuticals, Inc. and Wyeth-Ayerst Lederle, Inc. have assigned part of their rights and obligations under the Progenics-Wyeth Agreement to AHP Manufacturing B.V., and Progenics has consented to such assignment.

C.           Pursuant to the Progenics- Wyeth Agreement, the Parties have developed and obtained Regulatory Approval for a subcutaneous formulation of [*], which is marketed and sold in a number of countries under the brand RELISTOR®.

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D.           The Parties previously terminated the Progenics- Wyeth Agreement with respect to Japan pursuant to that certain Partial Termination and License Agreement, dated as of the 16th day of October, 2008, by and among the Parties (the “ Partial Termination Agreement”).

E.           The Parties now wish to terminate the Progenics- Wyeth Agreement and the Partial Termination Agreement, each in its entirety, subject to the terms hereof and except as specifically provided herein, and in connection therewith set forth covenants relating to certain ongoing activities of Wyeth in furtherance of the transition of the Development and Commercialization programs contemplated by the Progenics- Wyeth Agreement from Wyeth to Progenics and/or its Ex-US Regional Partner(s) (as defined in Section 4.3.2) or U.S. licensee (collectively, each a “Commercial Partner”), and to provide for Wyeth to make certain payments to Progenics in consideration of Progenics’ efforts in connection with such activities in lieu of any corresponding payment obligations under the Progenics- Wyeth Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Definitions

All capitalized terms used, but not otherwise defined, in the text hereof shall have the meanings ascribed to such terms in the Progenics- Wyeth Agreement, notwithstanding the termination thereof as provided in Section 2 below.

2.   Termination of the Progenics- Wyeth Agreement

The Parties hereby acknowledge and agree that, except as otherwise expressly provided for herein:   (a) the Progenics- Wyeth Agreement shall be, and hereby is, terminated by mutual agreement of the Parties as of the Effective Date; (b) the Partial Termination Agreement shall be, and hereby is, terminated by mutual agreement of the Parties as of the Effective Date; (c) the Trademark Co-operation Agreement dated as of October 16, 2008 shall terminate by mutual agreement of the Parties as of the expiration of the International Sale Period; and (d) the provisions hereof shall supersede the provisions of the Progenics- Wyeth Agreement and the Partial Termination Agreement.  For the avoidance of doubt, and without limiting the generality of the foregoing, the Parties acknowledge and agree that the termination of Section 2.1 of the Progenics-Wyeth Agreement with respect to Japan as provided in Section 2 of the Partial Termination Agreement is included in and a part of the foregoing terminations.

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3.  Payments

3.1.      Payment to Progenics.  Subject to the terms and conditions of this Termination Agreement, Wyeth shall pay Progenics the sum of ten million United States dollars

($10,000,000), payable in installments as follows:

(a)$1,666,666 payable within ten (10) days of the Signing Date;

(b)$1,666,666 payable on January 30, 2010;

(c)$1,666,667 payable on April 30, 2010;

(d)$1,666,667 payable on July 30, 2010;

(e)$1,666,667 payable on October 30, 2010; and

(f)$1,666,667 payable on January 30, 2011.

3.2.No Other Payments.  The payments provided for in this Termination Agreement are in lieu of all payments that may have been owed under the Progenics- Wyeth Agreement or Partial Termination Agreement.  The parties recognize that Wyeth has paid Progenics in advance for work performed by Progenics under the Progenics-Wyeth Agreement or Partial Termination Agreement in the third calendar quarter of 2009.  As of the Effective Date, except as explicitly stated in this Termination Agreement, Wyeth shall not be obligated to make any payments to Progenics under the Progenics- Wyeth Agreement or Partial Termination Agreement or to reconcile any amounts Wyeth advanced to Progenics under such agreements with any amounts billable by Progenics to Wyeth under such agreements.

3.3.Offset for Payments Owed.  Either Party may deduct from any amount owed by such Party to the other pursuant to this Termination Agreement any amount then due and payable by the other Party to such Party under this Termination Agreement.

4.   SC Product Transition

4.1.     SC Product Development.

 4.1.1.      Wyeth shall, at its expense, complete Studies [*] as provided in the termination development plan attached hereto as Exhibit A (the “Termination Development Plan”), and produce [*] with respect thereto in the format provided in the Termination Development Plan within [*] of availability of a clinical data report, which period shall be extended by [*].  Wyeth shall, at its expense, produce the other documents specified in the Termination Development Plan within the time periods specified in the Termination Development Plan.  Wyeth shall not be obligated to conduct any activities other than those specified in the Termination Development Plan.

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 4.1.2.     Wyeth’s Development work shall include preparation of documentation (i.e., [*]) for US Regulatory Submissions and International Regulatory Submissions (each as defined in Section 5.2 of this Termination Agreement) to be submitted by Progenics and/or its Commercial Partner to the applicable Regulatory Authorities in connection with Studies [*], all as specified in the Termination Development Plan.   Except as indicated in Section 4.1.6, Wyeth’s Development work shall extend to and conclude with the delivery to Progenics of the aforementioned [*].

 4.1.3.Wyeth shall be responsible for out-of-pocket expenses, not to exceed [*] United States dollars ($[*]) in the aggregate, incurred to complete [*] related to [*] utilizing [*] as provided in the Termination Development Plan  (the “[*]”).  Such stability studies shall be conducted by Wyeth through one or more subcontractors, including [*].  If responsibility for such studies is assigned to Progenics as contemplated in Section 5.6.5, then Wyeth shall reimburse Progenics for amounts it pays to [*] or other subcontractors that are conducting such stability studies (which reimbursements, taken together with any amounts paid by Wyeth to [*] or other subcontractors in connection with such stability studies, shall collectively be subject to the foregoing $[*] cap), but shall otherwise cease to be responsible for any Development of [*].  All expenses incurred in the conduct of the Development of [*] in excess of such cap or in addition to those activities provided in the Termination Development Plan shall be borne by Progenics and not reimbursed by Wyeth; provided that Progenics shall have no obligation to reimburse Wyeth for Wyeth’s internal costs.  Progenics and Wyeth intend for Wyeth to use its Commercially Reasonable Efforts to enter into a [*] Agreement with [*] reasonably agreeable to Progenics for the manufacture of [*] and for Wyeth to use its Commercially Reasonable Efforts to assign such agreement to Progenics following the expiration of the US Sale Period.  However, it is understood and agreed by Progenics that Wyeth does not represent or warrant that it will be able to enter into such a [*] Agreement on terms and conditions that will be acceptable to Progenics or that such [*] Agreement will be assignable by Wyeth to Progenics or any third party without [*]’s consent and that Wyeth shall have no obligation to undertake any additional obligations (including, without limitation, the payment of any money or the guarantee of any performance) or continue any obligations Wyeth may have under such [*] Agreement beyond the expiration of the International Sales Period in connection with entering into the [*] Agreement or any assignment thereof as contemplated by this Termination Agreement.  Subject to Section 5.3, Progenics shall be responsible for all payments that become due under such [*] Agreement for services performed and/or goods delivered following expiration of the US Sale Period.  Subject to the foregoing, Wyeth shall not have any additional obligations related to the Development of [*].  Progenics shall be solely responsible, at its expense, for [*] to support Progenics’ Commercialization activities.  Subject to Section 5.3, Wyeth shall be solely responsible, at its expense, for [*] to support Wyeth’s Commercialization activities during the International Sale Period (as defined in Section 4.3.1).

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 4.1.4.Progenics shall be solely responsible for conducting, in its sole discretion, any Development activities related to the multi-dose pen delivery mechanism for the SC Product (the “Multi-Dose Pen”).  Wyeth’s sole and exclusive obligation with respect to the Development of the Multi-Dose Pen shall be to reimburse Progenics for its out-of-pocket expenses incurred under any contract with and actually paid to [*] or another vendor of Progenics’ choice specifically for the Development of the Multi-Dose Pen for [*] or such other vendor’s work related to the Development of the Multi-Dose Pen; provided that Wyeth shall not be required to reimburse Progenics for (and Progenics shall be solely responsible for) payments to [*] or such other vendor (a) in excess of nine million four hundred eighty thousand United States dollars ($9,480,000) or (b) that are incurred by Progenics after [*].  The reimbursement payable by Wyeth under this Section 4.1.4, shall be made within [*] days of Wyeth’s receiving from Progenics an invoice therefor, which invoice is accompanied by reasonable supporting documentation of such reimbursable out-of-pocket expenses.  Other than reimbursing Progenics for its payments to third parties as provided in this Section 4.1.4 and subject to the $9,480,000 cap, Wyeth shall not have any additional obligations related to the Development of the Multi-Dose Pen and Progenics shall be solely responsible, at its expense, for manufacturing Multi-Dose Pens to support Progenics’ Commercialization activities.

 4.1.5.      Wyeth shall not be obligated to pay for Development costs or to conduct any activities associated with [*] in [*] or any other delivery system or vehicle.  If, during the period of time in which Wyeth has Development responsibility for a particular presentation of the SC Product as provided in the Termination Development Plan, Progenics requests [*] in [*] or any other delivery system or vehicle, Progenics shall be responsible for all incremental costs and for conducting any additional activities associated with the change in the formulation, though Wyeth shall continue to be responsible for the costs and activities explicitly provided for in the Termination Development Plan, other than those costs, expenses and activities that arise as a result of such a change in the formulation.

 4.1.6.Wyeth shall provide [*] to participate in no more than (a) [*] per [*] that shall not be longer than [*] in duration and shall take place at a location in [*] (the “Area”) selected by [*], and (b) [*] every [*] that shall not be longer than [*] in duration and shall take place at [*] in order to keep Progenics and/or its Commercial Partner reasonably informed about the Development activities provided in this Section 4.1; provided, however, that (x) such [*] shall occur during normal business hours and in such a way as to not be disruptive to [*], (y) [*] shall provide [*] with an agenda for each such meeting at least [*] in advance of such meeting indicating [*] and (z) [*] may, in its sole discretion, elect to [*].  Wyeth’s obligation to participate in such meetings with respect to a particular clinical study shall end on the delivery of such [*] to Progenics; provided that, prior to [*], Wyeth shall continue to make its personnel (to the extent such personnel are knowledgeable regarding such study and remain employed by Wyeth) available [*] or, with respect to Study [*].

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4.2.     SC Product Commercialization in the United States.

 4.2.1. From the Effective Date through September 30, 2010 (the “ US Sale Period”), Wyeth shall continue to Commercialize the SC Product in the United States as provided in the commercialization plan attached hereto as Exhibit B (the “ US Termination Commercialization Plan”), and Wyeth shall continue to book sales and pay quarterly royalties and submit related reports as provided in Sections 6.5 and 6.6 of the Progenics- Wyeth Agreement.  Commencing October 1, 2010, Wyeth shall no longer have the right and obligation to Commercialize the SC Product in the United States and Wyeth shall cease these activities.  Within [*] after the expiration of the US Sale Period, Wyeth shall submit to Progenics a final royalty report in the form heretofore used under the Progenics- Wyeth Agreement and pay Progenics any royalties remaining due for sales made prior to such expiration.

 4.2.2. During the US Sale Period, Wyeth shall be responsible for all ongoing SC Product Commercialization activities in the United States, including [*].  During the US Sale Period, Wyeth shall have sole decision authority over [*] activities related to the SC Product in the United States, including, without limitation, all decisions related to [*] for the SC Product; provided, however, that (a) Wyeth consults in good faith with Progenics with respect to [*] and (b) Progenics’ prior written consent shall be required for any [*], except [*] in which case Progenics’ consent is not required.   Except as provided in this Termination Agreement, prior to the expiration of the US Sale Period, Progenics shall not be involved in or undertake any [*] activities related to the SC Product in the United States.

 4.2.3.     Between [*] and the expiration of the US Sale Period, Wyeth shall, in cooperation with Progenics and/or its US Commercial Partner, transition SC Product Commercialization activities in the United States to Progenics and/or its US Commercial Partner in accordance with a transition plan that the Parties establish and agree upon within [*] after [*] (the “Termination Transition Plan”).  During this time period, Wyeth shall involve Progenics and/or its US Commercial Partner in planning, preparation and implementation of the transition of all SC Product Commercialization activities in the United States, including [*], to the extent reasonably necessary to facilitate the effective transition of such Commercialization activities as provided in the Termination Transition Plan by providing [*] to participate in (a) [*] per [*] that shall not be longer than [*] in duration and shall take place at a location in the Area selected by [*], and (b) [*] every [*] that shall not be longer than [*] in duration and shall take place at [*]; provided, however, that (w) such [*] shall occur during normal business hours and in such a way as to not be disruptive to [*], (x) [*] shall provide [*] with an agenda for each such meeting at least [*] in advance of such meeting indicating [*], (y) [*] may, in its sole discretion, elect to [*] and (z) Wyeth’s obligation to participate in such meetings shall end [*] the expiration of the US Sale Period.

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 4.2.4.If all necessary Regulatory Approvals required to launch the Pre-Filled Syringe presentation in the United States (including, without limitation, Regulatory Marketing Approvals) are received from the FDA on or before [*], Progenics may elect to have Wyeth be responsible for the launch and promotion of the Pre-Filled Syringe presentation in the United States until the expiration of the US Sale Period by providing written notice to Wyeth within [*] after receiving notification of such approval.  However, if (a) such approval is not received on or before [*], (b) Progenics does not provide such notice to Wyeth or (c) [*], Wyeth shall not have any obligation to launch and promote the Pre-Filled Syringe presentation in the United States.

4.3.     SC Product Commercialization Outside of the United States.

 4.3.1. From the Effective Date through December 31, 2010 (the “ International Sale Period”), Wyeth shall continue to Commercialize the SC Product outside the United States as provided in the commercialization plan attached hereto as Exhibit C (the “Ex-US Termination Commercialization Plan”).  During the International Sale Period, Wyeth shall continue to book sales and pay quarterly royalties and submit related reports as provided in Sections 6.5 and 6.6 of the Progenics- Wyeth Agreement; provided that Wyeth shall not pay such royalties with respect to Net Sales of Product outside the United States sold during the fourth calendar quarter of 2010 to the extent that after paying such royalties [*] as it relates to such calendar quarter.  Within [*] after the expiration of the International Sale Period, Wyeth shall submit a final royalty report in the form heretofore used under the Progenics- Wyeth Agreement to Progenics and pay Progenics any royalties remaining due for sales made prior to such expiration.  [*]

 4.3.2.Notwithstanding the foregoing, if by [*], Progenics has entered into [*] with one or more partner(s) in a Region (as defined below), including licensee(s), sublicense(s) and/or distributor(s), under which such partner(s) would either distribute, market, promote, sell or otherwise Commercialize the SC Product in one or more [*] region(s) other than the United States (i.e., [*] (each a “Region”) (an “Ex-US Regional Partner”), but additional time is necessary for [*] in a country in such Region [*], Wyeth shall, upon Progenics’ request, continue to Commercialize the SC Product in such country for the period of time requested by Progenics until [*] (with respect to each relevant country, the “ Extended International Sale Period”).  In any event, however, the Extended International Sale Period for any relevant country shall expire no later than [*].  Except as provided in Section 5.2.5, Wyeth shall have no obligations with respect to the Commercialization of any SC Product after the expiration of (a) the International Sale Period, in any Region for which Progenics does not enter into [*] with an Ex-US Regional Partner, or (b) the Extended International Sale Period, in any country to which an Extended International Sale Period applies.   During each applicable Extended International Sale Period, Wyeth shall continue to book sales of SC Product, but no royalties shall be payable by or on behalf of Wyeth or any of its Affiliates in respect of Net Sales of the SC Product in the relevant country during the relevant Extended International Sale Period.  Furthermore, during each Extended International Sale Period, Wyeth shall have no obligation to launch any SC Product in any country.

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 4.3.3.Notwithstanding anything herein to the contrary, Progenics may terminate the International Sale Period or any applicable Extended International Sale Period in a country at any time prior to the expiration of such International Sale Period or Extended International Sale Period, as applicable, by giving Wyeth at least [*] prior written notice.  Thereafter, Wyeth’s right and obligation to Commercialize the SC Product in such country shall expire and Wyeth shall cease these activities.

 4.3.4.     During the International Sale Period and any Extended International Sale Period in a country, Wyeth shall be responsible for all ongoing SC Product Commercialization activities in such country, including [*].  During the International Sale Period and any Extended International Sale Period in a country, Wyeth shall have sole decision authority over [*] activities related to the SC Product in such country, including, without limitation, all decisions related to [*] for the SC Product; provided, however, that (a) Wyeth consults in good faith with Progenics with respect to any [*] and (b) Progenics’ prior written consent shall be required for any [*], except [*] in which case Progenics’ consent is not required.  Except as provided in this Termination Agreement, prior to the expiration of the International Sale Period and any Extended International Sale Period in a country, Progenics shall not be involved in or undertake any [*] activities related to the SC Product in such country.

 4.3.5.Between [*] and the expiration of the relevant International Sale Period or such earlier date as may be designated in any notice given by Progenics pursuant to Section 4.3.3, Wyeth shall, in cooperation with Progenics and/or its Ex-US Regional Partner(s), transition SC Product Commercialization activities outside the United States on a country-by-country basis to Progenics and/or its Ex-US Regional Partner (s) in accordance with the Termination Transition Plan.   Starting no earlier than [*] prior to the scheduled expiration of the International Sale Period (or such earlier period upon Progenics’ request in accordance with Section 4.3.3) in a country, Wyeth shall involve Progenics and/or its Ex-US Regional Partner(s) in planning, preparation and implementation of the transition of all Commercialization activities for the SC Product in such country, including [*], to the extent reasonably necessary to facilitate the effective transition of such Commercialization activities as provided in the Termination Transition Plan by providing [*] to participate in (a) [*] per [*] that shall not be longer than [*] in duration and shall take place at a location, selected by [*], in the Area or the relevant Region, and (b) [*] every [*] that shall not be longer than [*] in duration and shall take place at [*]; provided, however, that (v) if [*], Progenics must [*] in such transition, (w) such [*] shall occur during normal business hours and in such a way as to not be disruptive to [*], (x) [*] shall provide [*] with an agenda for each such meeting at least [*] in advance of such meeting indicating [*], (y) [*] may, in its sole discretion, elect to [*] and (z) Wyeth’s obligation to participate in such meetings shall end [*] the expiration of the International Sale Period or any applicable Extended International Sale Period in such country.

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 4.3.6.If all necessary Regulatory Approvals required to launch the Pre-Filled Syringe presentation in a country (including Regulatory Marketing Approvals and Regulatory Pricing Approvals, as applicable) are received from all applicable Regulatory Authorities in such country on or before [*], Progenics may elect to have Wyeth be responsible for the launch and promotion of the Pre-Filled Syringe in the relevant country until the expiration of the relevant International Sale Period and any Extended International Sale Period by providing written notice to Wyeth within [*] after receiving notification from Wyeth of such approval.  However, if (a) such approval is not received on or before [*] or (b) Progenics does not provide such notice to Wyeth or (c) [*], Wyeth shall not have any obligation to launch and promote the Pre-Filled Syringe presentation in such country.

5.   Additional Transition Procedures

5.1.     Technology Transfer.   Wyeth and Progenics shall, within [*] after [*], establish procedures and a timeline for the transfer to Progenics and/or its Commercial Partner(s) of all [*], including all [*], relating to the Development, manufacture and/or Commercialization of the Products or the Compound ( including [*] created in the course of the Collaboration) in Wyeth’s Control, which procedures and timeline shall be documented in the Termination Transition Plan.  To the extent not previously provided to Progenics, Wyeth shall, at no cost to Progenics, transfer to Progenics and/or its Commercial Partner(s) [*] ([*], as applicable) of all such [*] (including [*]) (collectively, “Transition Materials”) in accordance with the agreed-upon timeline set forth in the Termination Transition Plan.  With each transfer of [*] Transition Materials set forth in the Termination Transition Plan, Wyeth shall confirm [*], and within [*] of receiving such confirmation, Progenics shall notify Wyeth in writing [*].  Wyeth shall not be obligated to respond to any request by Progenics for [*] Transition Materials unless such request is received by Wyeth in writing within such [*] period; provided that Progenics [*].  Additionally, Wyeth shall, at no cost to Progenics, provide technology transfer assistance to the extent reasonably necessary to enable Progenics and/or its Commercial Partner(s) to understand and utilize the (a) Transition Materials transferred to Progenics and/or its Commercial Partner(s) pursuant to this Section 5.1 and (b) Wyeth Collaboration Know-How licensed to Progenics pursuant to Section 6.4 of this Termination Agreement, as may be reasonably requested by Progenics by providing [*] to participate in no more than (x) [*] per [*] that shall not be longer than [*] in duration and shall take place at a location in the Area selected by [*], and (y) [*] every [*] that shall not be longer than [*] in duration and shall take place at [*]; provided, however, that (i) such [*] shall occur during normal business hours and in such a way as to not be disruptive to [*], (ii) [*] shall provide [*] with an agenda for each such meeting at least [*] in advance of such meeting indicating [*], (iii) [*] may, in its sole discretion, elect to [*] and (iv) Wyeth’s obligation to provide such assistance and consultation shall end on [*]; provided, however, that if Wyeth provides additional Transition Materials after such date, then, prior to [*], Wyeth will make its personnel (to the extent such personnel are knowledgeable about such additional Transition Materials and remain employed by Wyeth) available [*].  At Progenics’ request after such transfer, Wyeth shall destroy all copies of any such Transition Materials that relate exclusively to the Products; provided, however, that Wyeth may retain [*] of any Transition Materials in accordance with [*].

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5.2.     Regulatory and Additional Development Matters.

 5.2.1.      General.   Wyeth shall, at its expense and as provided in this Section 5.2, transfer to Progenics and/or its Commercial Partner(s) ownership of all Registrational Filings and Regulatory Approvals submitted or obtained for the Products and the Compound, and, to the extent not previously provided to Progenics, all [*] relating to the Products and the Compound, each to the extent they are owned by or held in the name of Wyeth or its Affiliates.   To the extent not previously provided to Progenics, Wyeth shall, at its expense, also provide support, documentation and assistance to the extent reasonably necessary to provide information to Progenics and/or its Commercial Partner(s) necessary for the completion by Progenics and/or its Commercial Partner(s) of all Registrational Filings and Regulatory Approvals transferred to Progenics and/or its Commercial Partner(s) pursuant to this Section 5.2, including support, documentation and assistance with the [*] of all such Registrational Filings and Regulatory Approvals.  To comply with the foregoing, in addition to providing all necessary or appropriate [*] (to the extent not previously provided to Progenics), Wyeth will also provide [*] to participate in no more than (a) [*] per [*] that shall not be longer than [*] in duration and shall take place at a location in the Area selected by [*], and (b) [*] every [*] that shall not be longer than [*] in duration and shall take place at [*]; provided, however, that (x) such [*] shall occur during normal business hours and in such a way as to not be disruptive to [*], (y) [*] shall provide [*] with an agenda for each such meeting at least [*] in advance of such meeting indicating [*] and (z) [*] may, in its sole discretion, elect to [*].   Wyeth’s obligation to provide such support and consultation related to such Registrational Filings and Regulatory Approvals shall end, on a Product-by-Product basis, upon the earlier of (i) [*] after Wyeth transfers to Progenics and/or its Commercial Partner(s) ownership of all Registrational Filings and Regulatory Approvals submitted or obtained for such Product or (ii) completion by Progenics and/or its Commercial Partner(s) of all Registrational Filings and Regulatory Approvals for such Product transferred to Progenics and/or its Commercial Partner(s) pursuant to this Section 5.2 or (iii) [*]; provided that Wyeth shall continue to make its personnel available [*] until [*].

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5.2.2. SC Product – US.

 (a)      US Regulatory Submissions.  During the US Sale Period, Wyeth shall, at its expense, be responsible for the activities set forth on Exhibit D related to preparing Registrational Filings and Regulatory Approval submissions to the FDA for both the current formulation of the SC Product and formulations arising out of additional activities undertaken by Wyeth in connection with the SC Product (“ US Regulatory Submissions”).  Progenics shall be responsible for the compilation of and submission to the FDA of US Regulatory Submissions.  Following the US Sale Period, Progenics and/or its US Commercial Partner shall, subject to Wyeth’s obligations under Sections 4.1, 5.1 and 5.2.1 hereof, be responsible for preparing and submitting all US Regulatory Submissions for the SC Product.  In connection therewith, Wyeth shall, at its expense, provide to Progenics and/or its US Commercial Partner all [*], to the extent not previously provided to Progenics, that are reasonably necessary for Progenics and/or its US Commercial Partner to prepare and submit such Registrational Filings for the SC Product, including [*] and other relevant data.  Throughout the US Sale Period and thereafter, Progenics and/or its US Commercial Partner shall be responsible for maintaining, at its own expense, the Orange Book listing for the SC Product and, in connection therewith, shall be solely responsible for making determinations as to whether to list any particular patent in the Orange Book.

 (b) Pediatric Studies of the SC Product.   Progenics and/or its US Commercial Partner may conduct such pediatric studies of SC Product as, when and in the manner it deems necessary, and as agreed with or required by the FDA, at Progenics’ own expense.  Notwithstanding the foregoing, Wyeth shall reimburse Progenics and/or its US Commercial Partner for all out-of-pocket expenses incurred prior to [*] by Progenics and/or its US Commercial Partner in conducting up to [*] pediatric studies of the SC Product within [*] of Wyeth’s receiving an invoice therefor accompanied by commercially reasonable supporting documentation; provided that such pediatric study(ies) (i) is(are) [*] and (ii) were initiated prior to [*].  Wyeth’s obligation to reimburse Progenics and/or its US Commercial Partner for such out-of-pocket expenses for such pediatric studies shall not exceed [*] United States dollars ($[*]) if [*] or five million United States dollars ($5,000,000) if [*].

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 5.2.3. SC Product – Ex-United States.  During the International Sale Period, Wyeth shall, at its expense, be responsible for continuing to seek Regulatory Approval for the SC Product in the countries identified on Exhibit M.   Wyeth, at its expense, shall be responsible for preparing all Registrational Filings and Regulatory Approval submissions in such jurisdictions (“ International Regulatory Submissions”) relating to the SC Product.  During the International Sale Period , Wyeth shall be responsible for submitting to the relevant Regulatory Authorities appropriate International Regulatory Submissions for the SC Product as required by the Ex- US Termination Commercialization Plan.  In addition, during the International Sale Period and any Extended International Sale Period (on a country-by-country basis), Wyeth or its Affiliates shall (a) be responsible for interacting with the relevant Regulatory Authorities with respect to such International Regulatory Submissions related to the SC Product and (b) retain ownership of all International Regulatory Submissions relating to the SC Product.  Subject to Section 5.2.5, following the expiration or termination of the relevant International Sale Period or any Extended International Sale Period, Wyeth shall, on a country-by-country basis, promptly transfer to Progenics and/or its Ex-US Regional Partner ownership of all International Regulatory Submissions made, submitted or obtained for the SC Product.

5.2.4. Oral Product.

 (a)Registrational Filings and Regulatory Approvals.  Promptly following [*], Wyeth shall transfer to Progenics and/or its Commercial Partner(s) ownership of all Registrational Filings and Regulatory Approvals made, submitted or obtained for the Oral Product, including the investigational new drug application for the Oral Product.   Progenics and/or its Commercial Partner(s) shall thereafter be responsible for preparing and submitting all Registrational Filings and Regulatory Approval submissions relating to the Oral Product, and for all other [*] work for the Oral Product.   To the extent not previously provided to Progenics, Wyeth shall, at its expense, provide to Progenics and/or its Commercial Partner(s) such [*] that are reasonably necessary for Progenics and/or its Commercial Partner(s) to prepare and submit US Regulatory Submissions and International Regulatory Submissions for the Oral Product, including [*] and other related data.   Progenics and/or its US Commercial Partner(s) shall be responsible for maintaining the Orange Book listing for the Oral Product.  Following the Signing Date, Wyeth shall make [*] and other agreed-upon [*] available for consultation with Progenics and/or its Commercial Partner(s) with respect to formulation of Oral Product, at no cost to Progenics, until the earlier of (i) [*], (ii) [*] or (iii) [*]; provided that (x) such consultation shall occur during normal business hours and in such a way as to not be disruptive to [*], (y) [*] shall provide [*] with an agenda for each such meeting at least [*] in advance of such meeting indicating [*] and (z) [*] may, in its sole discretion, elect to [*].

(b)     [*]

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 5.2.5. Delays in Transferring International Regulatory Submissions.  In the event that, despite Progenics’ good faith, diligent efforts, any International Regulatory Submissions cannot be transferred to Progenics and/or its Ex-US Regional Partner in the manner provided in this Section 5.2 upon the expiration or termination of the International Sale Period and any Extended International Sale Period due to any inability to secure, or any delay in securing, any necessary regulatory approvals, at Progenics’ written request delivered no later than [*] the expiration of the International Sale Period or any Extended International Sale Period, Wyeth shall (a) retain ownership of any such International Regulatory Submissions and (b) continue to be responsible for submitting to the relevant Regulatory Authority, and interacting with the relevant Regulatory Authorities, with respect to such International Regulatory Submissions as provided for in this Section 5.2 for the benefit of Progenics until such time as the necessary regulatory approvals have been obtained and then Wyeth shall promptly transfer to Progenics and/or its Ex-US Regional Partner such International Regulatory Submissions; provided, however, that Wyeth shall have no obligation to perform any acts or services (other than forwarding notices and other ministerial acts) in respect of such delayed International Regulatory Submissions.   Progenics shall reimburse Wyeth for all of Wyeth’s reasonable out-of-pocket costs and expenses incurred at the request of Progenics or a Regulatory Authority associated with Wyeth’s retaining ownership of any International Regulatory Submissions and associated activities contemplated by this Section 5.2.5.  Notwithstanding the foregoing, Wyeth shall not be required to retain ownership of any International Regulatory Submissions pursuant to this Section 5.2.5 beyond [*], after which time Wyeth shall have no obligations with respect to such International Regulatory Submissions and Wyeth may abandon or retain such International Regulatory Submissions if Wyeth so chooses in its sole discretion.

5.3.Supply of SC Product.  Wyeth shall be responsible for manufacturing sufficient supplies of the current vial presentation and, to the extent Commercialized by Wyeth at Progenics’ request as provided in Section 4.2.4 and 4.3.6, the Pre-Filled Syringe, to satisfy demand for such presentation(s) of the SC Product in each country in which Wyeth is Commercializing such presentation(s) of the SC Product pursuant to Sections 4.2 or 4.3 of this Termination Agreement through [*] for the US and [*] for the ex-US Regions.  Not later than [*], Wyeth and Progenics shall assess the state of the US and ex-US inventory for each such presentation of the SC Product that is available for such Commercialization in the US and in the ex-US Regions.  If, in Progenics’ reasonable business judgment, there is not a sufficient quantity of either presentation to fulfill [*] through [*] for the US and [*] for the ex-US Regions, Progenics may give Wyeth [*] for Wyeth to manufacture such quantities of each presentation of the SC Product according to the manufacturing and supply terms attached hereto as Exhibit E (the “Manufacturing and Supply Terms”) and subject to the limitations of any contracts related to the manufacturing or supply of such presentations of the SC Product between Wyeth and any Third Party: [*].  Subject to the Manufacturing and Supply Terms, Wyeth shall have such presentations of the SC Product manufactured using [*] of each presentation of the SC Product and the requirements of any contracts related to the manufacturing or supply of such presentations of the SC Product between Wyeth and any Third Party.  Subject to the Manufacturing and Supply Terms, Wyeth shall transfer [*] finished SC Product (including any inventory of the Pre-Filled Syringe in Wyeth’s possession, whether manufactured for Development or Commercial use and any SC Product ordered by Progenics pursuant to this Section 5.3 to fulfill [*] through [*] for the US or [*] for the ex-US Regions) to Progenics and/or its Commercial Partner(s) as follows:

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(a)commencing [*], Wyeth shall transfer [*] inventory [*];

(b)within [*] of [*], Wyeth shall transfer [*] inventory [*];

(c)commencing [*], Wyeth shall transfer [*] inventory [*];

(d)within [*] of [*], Wyeth shall transfer [*] inventory [*];

(e)within [*] of [*], Wyeth shall transfer [*] inventory [*].

In each case, Progenics shall purchase such inventory of finished SC Product at [*].  In no event shall Progenics be required to purchase inventory that [*] or that [*].  After Wyeth has discontinued manufacturing of the SC Product, Wyeth shall transfer to Progenics [*] API, excipients and packaging components purchased or produced by Wyeth specifically for the manufacture of the SC Product, other than those necessary for Wyeth to fulfill its obligations pursuant to this Section 5.3, and Progenics shall reimburse Wyeth for its costs associated with purchasing or producing such material.  All SC Product, API, excipients, and package components delivered by Wyeth to Progenics shall be delivered [*].  On delivery, Wyeth will provide Progenics with an invoice for costs of such SC Product, API, excipients, and package components delivered.   Progenics shall pay Wyeth within [*] of receiving such invoice.

5.4.      Supply of Oral Product.   To the extent not previously provided to Progenics, Wyeth shall promptly transfer to Progenics and/or its Commercial Partner all technology [*] for the manufacture of each form of the Oral Product developed by Wyeth set forth on Exhibit F, including [*] the Oral Product .  Wyeth shall transfer to Progenics or its Commercial Partner [*] oral [*] and [*] manufactured [*], at no cost to Progenics, which transfer shall occur in two or more stages: [*] an initial quantity of [*] oral [*] will be made on or before [*] and [*] the remaining quantity of [*] oral [*] will be made [*].  All such deliveries shall be [*].   All Oral Product delivered by Wyeth to Progenics shall be delivered [*].  Except as provided for herein, Progenics shall be responsible for all costs and activities related to the Development and Commercialization of the Oral Product.

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5.5.      Pharmacovigilance Activities; Product Recalls.   Wyeth shall continue to perform its pharmacovigilance activities pursuant to the existing Wyeth/Progenics Pre-Approval Pharmacovigilance Agreement and Post-Approval Pharmacovigilance Agreement in (a) the United States during the US Sale Period and (b) each country where Wyeth is Commercializing the SC Product so long as Wyeth holds the Regulatory Approval for the SC Product in such country in accordance with this Termination Agreement.  If Wyeth is required or voluntarily decides to initiate a Recall with respect to any Product, Wyeth shall promptly notify Progenics of such requirement or decision.  In the event of any Recall, in the United States during the US Sale Period and/or any country where Wyeth holds the Regulatory Approval for the SC Product in accordance with this Termination Agreement, Wyeth shall be solely responsible for (x) all contact with applicable Regulatory Authorities and (y) implementing, directing and administering any Recall of any Product required or recommended by any Regulatory Authority, court or other governmental authority of competent jurisdiction, or determined by Wyeth, in consultation with Progenics, to be necessary or advisable.  Notwithstanding any other provision of this Termination Agreement, to facilitate the transition of Development and Commercialization activities provided for herein, the Quality Agreements between the Parties entered into pursuant to the Progenics-Wyeth Agreement shall remain in effect until completion of the US Sale Period in the United States and the International Sale Period or Extended International Sale Period (as applicable) in other countries (on a country-by-country basis).

5.6. Assignment of Third Party Contracts.

 5.6.1.Wyeth has delivered or shall deliver promptly after [*] to Progenics copies of all agreements related to the Development, manufacture and/or Commercialization of the Compound and/or the Products (“Third Party Contracts”), subject to provisions in any such Contracts regarding the confidentiality thereof, and has, to the extent consistent with such provisions, fully informed or will inform Progenics as to the subject matter thereof.  A list of Third Party Contracts is set forth on Exhibit G1.

 5.6.2.Wyeth shall use its reasonable efforts to assign and delegate to Progenics and/or its Commercial Partner(s) all of Wyeth’s rights and obligations under those Third Party Contracts identified as being a Selected Third Party Contract on Exhibit G2 (the “ Selected Third Party Contracts”).  Each Selected Third Party Contract shall be assigned to Progenics and/or its Commercial Partner(s) on or about the assignment effective date set forth on Exhibit G2 with respect to such contract, subject to obtaining, if necessary, the consent of the Third Party to such assignment.   Wyeth and Progenics shall use their respective reasonable efforts to obtain the consent of such Third Party(ies) to the assignment of any such Selected Third Party Contracts.  In connection with obtaining such consents, Progenics will cooperate with Wyeth in [*].  The Parties shall commence, if necessary, discussions with all counterparties to the Selected Third Party Contracts promptly following [*] in order to effectuate terms of this Section 5.6 as promptly as practicable.  The Parties shall each cooperate with one another to, as promptly as practicable, prepare all necessary documentation to obtain all necessary consents for such Selected Third Party Contracts necessary to consummate the transactions contemplated by this Termination Agreement or otherwise reasonably required in connection therewith.   Wyeth shall [*] the assignment of any Selected Third Party Contract.

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 5.6.3.To the extent that any Selected Third Party Contract is not assignable without the consent of the counterparty to such Selected Third Party Contract and [*], the performance obligations of Wyeth thereunder shall, unless not permitted by such Selected Third Party Contract, be deemed to be subcontracted to Progenics and/or its Commercial Partner(s) until such Selected Third Party Contract has been effectively assigned [*].  If any such consent to assignment [*] cannot be timely obtained, (a) Wyeth shall waive any exclusivity provision contained in such Selected Third Party Contract to the extent necessary to allow Progenics and/or its Commercial Partner(s) to enter into its/their own agreement with such Third Party, and (b) Wyeth and Progenics shall cooperate in any reasonable arrangement designed to provide for Progenics and/or its Commercial Partner(s) the benefits and obligations intended to be assigned or delegated to and assumed by Progenics and/or its Commercial Partner(s) under the relevant Selected Third Party Contract, including enforcement for the account of Progenics and/or its Commercial Partner(s) (and at the expense of Progenics and/or its Commercial Partner(s)) of any and all rights of Wyeth against the other party(ies) thereto arising out of the breach or cancellation thereof by such other party(ies) or otherwise.  In furtherance of the foregoing, Wyeth agrees that in the event any Selected Third Party Contract is not assignable to Progenics or its Commercial Partner(s), and in the event that Progenics or its Commercial Partner(s) and the relevant counterparty wish to enter into a new contract with such Third Party, Wyeth shall, and hereby does, consent to the use by any such Third Party for the benefit of Progenics of any confidential information, technology and/or Know-How of such Third Party developed in connection with the Third Party’s work for Wyeth, subject to applicable restrictions of confidentiality and limitations on use.

 5.6.4.Pursuant to Section 5.6.2, Wyeth shall use its reasonable efforts to assign to Progenics all of its right, title and interest in, to and under the Non-Disclosure Agreement between Wyeth and [*].  As of the Signing Date, no other agreement is in place between Wyeth and [*] with respect to the Development of the Multi-Dose Pen.  Progenics and Wyeth intend for Progenics to negotiate directly with [*] or any other vendor of Progenics’ choosing and enter into its own agreement with [*] or such other vendor related to the Development of the Multi-Dose Pen and for Wyeth to reimburse Progenics for its out-of-pocket expenses paid pursuant to such agreement(s) as provided in Section 4.1.4 and subject to the monetary limitations contained therein.

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 5.6.5.Similarly, pursuant to Section 5.6.2, Wyeth shall use its reasonable efforts to assign to Progenics all its right, title and interest in, to and under the [*] Agreement and the [*] Agreement, as amended, between Wyeth and [*]; provided that Wyeth shall not assign such agreements to Progenics until Wyeth reasonably determines that such agreements are no longer necessary for Wyeth to satisfy its Development obligations under this Termination Agreement.  As of the Signing Date, no other agreement is in place between Wyeth and [*] with respect to the Development of [*].  Wyeth shall be responsible for expenses incurred in completing the activities contemplated in these agreements with [*] as provided in Section [*] and subject to the monetary limitations contained therein.  Progenics and Wyeth intend for Wyeth to enter into a [*] Agreement with [*] related to the manufacture of [*].  Once executed, such [*] Agreement shall be considered a Selected Third Party Contract for the purposes of this Termination Agreement and shall be subject to the provisions of Section 5.6.2, with an anticipated assignment effective date corresponding to expiration of the US Sale Period.

5.7.      Waiver of Rights Under, and Amendment of, the Chicago Agreement.   Wyeth hereby waives any and all rights and licenses under that certain Agreement Related to Progenics’ MNTX In-License dated as of the 22nd day of December, 2005 by and among the University of Chicago, acting on behalf of itself and its affiliate ARCH Development Corporation (the “University”), Progenics, ProNev and Wyeth (the “ Chicago Agreement”).   Wyeth shall, and shall cause its Affiliates to, cooperate with Progenics in connection with Progenics’ efforts to amend and restate the Chicago Agreement.  The University is hereby named as an express third party beneficiary of the waiver referred to above with the right to enforce such waiver as if it were a party to this Termination Agreement.

5.8.Coordination of Transition.  [*] following [*], the Parties shall each designate at least [*] representatives, with appropriate expertise, who shall be solely responsible for coordinating the activities and communication between the Parties contemplated by this Termination Agreement and shall constitute a Transition Committee for the purposes of this Termination Agreement.  Each Party shall determine, in its sole discretion, each representative’s role in coordinating such activities and communications and the applicable expertise required of such representative.  [*] following [*], each Party will provide written notice to the other Party identifying its designated representatives and describing how they may be contacted by the other Party, and by like notice, each Party may replace any of its designated representatives or otherwise change the constitution of its group of designated representatives.  Each Party shall direct all communications to the other Party to the appropriate representative(s) designated to receive and coordinate communications related to the particular subject matter of the communication.  The Transition Committee shall meet [*] for [*] during each [*] at a location in the Area selected by [*], during normal business hours and in such a way as to not be disruptive to [*].  The Transition Committee shall meet until all Development and Commercialization activities of Wyeth have been transferred to Progenics and/or its Commercial Partner(s) as provided for herein.  [*] shall provide [*] with an agenda for each such meeting at least [*] in advance of such meeting indicating [*], and [*] may, in its sole discretion, elect to [*].

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6.   Intellectual Property

6.1.      Assignment of Certain Trademarks and Other Intellectual Property.

 6.1.1. Assignment of US Trademarks and Other US Intellectual Property.  Effective as of the expiration of the applicable US Sale Period, Wyeth shall, and hereby does, assign to Progenics all United States trademarks, trade dress, Internet domain names and all copyright rights in and to any content (including website content), advertising, promotional and marketing materials and other copyrightable materials owned by Wyeth and its Affiliates identified on Exhibit H1 (“ Assigned US IP”).  In furtherance of the assignment of (a) trademarks identified on Exhibit H1, the Parties have executed and delivered to one another the Trademark and Domain Name Assignment Agreement attached hereto as Exhibit I and (b) the other Assigned US IP, the Parties have executed and delivered to one another the Assignment of Copyrights attached hereto as Exhibit J.  Progenics shall be responsible for the costs of recording such assignments, when necessary or, in the opinion of Progenics, advisable, and all such assignments shall be executed and delivered to Progenics no later than [*] after the expiration of the US Sale Period.

 6.1.2.      Assignment of Ex- US Trademarks and Other Ex- US Intellectual Property.  Effective as of the expiration of the International Sale Period,Wyeth shall, and hereby does, assign to Progenics all Ex-United States trademarks, trade dress, Internet domain names and all copyright rights in and to any content (including website content), advertising, promotional and marketing materials and other copyrightable materials owned by Wyeth and its Affiliates identified on Exhibit H2 (“Assigned Ex-US IP” and, together with the Assigned US IP, the “Assigned IP”).  If there is an Extended International Sale Period in any particular country in the Territory, then the foregoing assignment shall be effective as of the expiration of the Extended International Sale Period in such country with respect to any trademark registration or other Assigned Ex-US IP in such country.  In furtherance of the assignment of (a) trademarks identified on Exhibit H2, the Parties have executed and delivered to one another the Trademark and Domain Name Assignment Agreement attached hereto as Exhibit I and (b) the other Assigned Ex-US IP, the Parties have executed and delivered to one another the Assignment of Copyrights attached hereto as Exhibit J.  Progenics shall be responsible for the costs of recording such assignments, where necessary or, in the opinion of Progenics, advisable, and all such assignments shall be executed and delivered to Progenics no later than [*] after the expiration of the International Sale Period or any Extended International Sale Period (if applicable).  In the event that the Trademark and Domain Name Assignment Agreement cannot be recorded in any country due to the form thereof, Progenics shall prepare a reasonable country-specific assignment agreement (which in substance is not inconsistent with this Termination Agreement and/or the Trademark and Domain Name Assignment Agreement attached hereto as Exhibit I) to assign to Progenics the trademarks in such country that are included in the Assigned IP, and Wyeth shall execute and deliver to Progenics any such assignment agreement within [*] after Progenics delivers such assignment agreement to Wyeth.

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 6.1.3.Accuracy of Exhibits H1 and H2.  The Assigned IP constitute all trademarks, Internet domain names, trade dress and copyrights owned by Wyeth that relate exclusively to the Products.

6.2.     Limited License to Wyeth Trademarks.

 6.2.1.License Grant.  Effective as of the expiration of the US Sale Period or International Sale Period and any applicable Extended International Sale Period (as applicable), Wyeth shall, and hereby does, grant to Progenics a limited, royalty-free, non-exclusive, non-transferable license, without the right to sublicense (other than to Progenics’ Commercial Partners), to use the trademarks listed on Exhibit K (the “ Wyeth Trademarks”) in the Territory in which they apply, as follows:

 (a)on [*] until [*]; provided that such Trademarks are used in the identical manner as supplied by Wyeth; provided, however, that Progenics must maintain the quality of the Products supplied by Wyeth in accordance with Wyeth’s past practice and with all applicable legal requirements; and

 (b)on [*] for no longer than [*] following the end of the US Sale Period or International Sale Period and any Extended International Sale Period (as applicable); provided, however, that Progenics shall remove the Wyeth Trademarks from any Internet web site operated by Progenics and/or its Commercial Partner(s) no later than [*] following the end of the US Sale Period (for US-directed web sites) or International Sale Period or any Extended International Sale Period (as applicable for ex- US directed Internet web sites).

 In any event, however , Progenics shall use Commercially Reasonable Efforts to cease all use of the Wyeth Trademarks as soon as practicable.

 6.2.2.No License to Third Party Marks.  No rights are granted by Wyeth under this Termination Agreement with respect to any Third Party trademark.  Progenics acknowledges that trademarks owned by [*] appear on [*] certain SC Product [*] and have been included in certain marketing materials relating to the Product with the approval of [*].  Progenics acknowledges that Wyeth is not granting any rights to Progenics with respect to any [*] trademark.  Progenics will be solely responsible for obtaining authorization from [*] to use any such trademark after expiration of the US Sale Period and International Sale Period, as applicable.

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6.3.     Ownership of Intellectual Property Developed During the Transition.  Inventorship of any invention that arises during the performance of the Termination Development Plan, US Termination Commercialization Plan, Ex- US Termination Commercialization Plan , transfer of technology or any other activities contemplated by this Termination Agreement, and any Patent Right claiming such invention, shall be determined in accordance with rules and guidelines regarding inventorship as established under United States patent law, including case law and regulations associated therewith.  Authorship of any work subject to copyright protection shall be determined in accordance with United States copyright law, including case law and regulations associated therewith.  For the purposes of this Termination Agreement, any such invention or work shall be included within the definitions of Wyeth Collaboration Know-How, Wyeth Collaboration Patent Rights, Progenics Know-How, Progenics Patent Rights, Joint Know-How, and Joint Patent Rights to the extent consistent with the definitions of those terms in the Progenics- Wyeth Agreement as if such invention or work was made or created during the Term in the course of the Collaboration.

6.4.     License to Certain Know-How, Patent Rights and Technology.

 6.4.1. License.  Subject to the terms and conditions of this Termination Agreement, Wyeth shall, and hereby does, grant to Progenics a fully paid-up, perpetual, irrevocable, royalty-free, worldwide, transferable (to the extent provided in Section 9.5), exclusive (except as to Wyeth and its Affiliates) license (with the right to grant sublicenses) in the Field to all Wyeth Collaboration Patent Rights, Wyeth Collaboration Know-How and Wyeth’s interest in the Joint Patent Rights and the Joint Know-How, to make, have made, use, Develop, sell, offer to sell, have sold, import, export and otherwise exploit or Commercialize the Compound and the Products in the Territory (including Japan).  To the extent not included in the preceding license, subject to the terms and conditions of this Termination Agreement, Wyeth shall, and hereby does, also grant to Progenics a fully paid-up, perpetual, irrevocable, royalty-free, worldwide, transferable, non-exclusive license (with the right to grant sublicenses) in the Field to all manufacturing technology Controlled by Wyeth and that has been used or, as of the Effective Date, is in development specifically for use by or on behalf of Wyeth in the manufacture of the Compound and Products to make, have made, use, Develop, sell, offer to sell, have sold, import, export and otherwise exploit or Commercialize the Compound and the Products in the Territory (including Japan).  A list of all Wyeth Collaboration Patent Rights and Joint Patent Rights existing as of the Effective Date, including the title, application number and filing date is set forth on Exhibit L1 for Wyeth Collaboration Patent Rights and Exhibit L2 for Joint Patent Rights hereto.  Progenics shall be permitted to transfer Progenics’ ownership interests in the Joint Technology, including the Joint Patent Rights, on a country-by-country basis, through sublicense, sale or otherwise, without prior consent from Wyeth.

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 6.4.2.Enforcement. Progenics shall have the sole right but not the obligation, at its own expense, to take action to obtain a discontinuance of any infringement of, bring suit against a Third Party infringer or alleged Third Party infringer of, or defend against any action commenced by a Third Party (including any declaratory judgment action) with respect to any Wyeth Collaboration Patent Rights and Joint Patent Rights licensed to Progenics hereunder, without prior notice to or consent of Wyeth.  Progenics shall have the right to control any such action or suit using counsel of its own choice, and shall have the right to enter into any settlement with respect to such any action or suit, without the prior notice to or consent of Wyeth, including any settlement which grants a Third Party sublicense as permitted by Section 6.4.1, or would enjoin or grant other equitable relief against Progenics or Wyeth.  For the purpose of exercising and enforcing its rights under Section 6.4.1 and this Section 6.4.2, Progenics may join Wyeth as a party to any such action or suit brought, or defended, by Progenics; provided , however, that Progenics shall bear all the expenses of such action or suit, including those incurred by Wyeth as a participant (including Wyeth’s own independent counsel).  Wyeth shall cooperate (including by executing any documents required to enable Progenics to initiate or defend such litigation) with Progenics in any suit for infringement of any Wyeth Collaboration Patent Rights or Joint Patent Rights licensed to Progenics hereunder brought by Progenics against a Third Party or in the defense of any Claim commenced by a Third Party in accordance with this Section 6.4.2, at Progenics’ expense, and shall have the right to consult with Progenics and to participate in and be represented by independent counsel in such litigation at Progenics’ expense.  Progenics shall not incur any liability to Wyeth as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any Patent Right invalid or unenforceable.  However, Progenics shall indemnify and hold Wyeth harmless from any liability to a Third Party as a consequence of such litigation or defense or any unfavorable decision resulting therefrom arising out of the use by Progenics of any Patent Rights licensed by Progenics hereunder, except for any liability (a) in respect of which Wyeth has an indemnification obligation to Progenics or (b) that may arise from actions of Wyeth in violation of any law or regulation not related to the Product or Compound.  Any recovery obtained by Progenics as a result of any such proceeding against a Third Party infringer shall be retained by Progenics.

 6.4.3. Prosecution and Documentation.  With respect to each Wyeth Collaboration Patent Right, Joint Patent Right, and Progenics Patent Right, as of the Effective Date, Progenics shall be solely responsible for filing,

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 prosecuting (including the right to direct counsel and make final patent prosecution decisions), and abandoning such Patent Right in the Field at Progenics’ own expense.  In furtherance of such right, Wyeth shall, at Progenics’ expense, reasonably cooperate with Progenics as set forth in this Section 6.4.3 with respect to the Wyeth Collaboration Patent Rights and Joint Patent Rights.   At Progenics’ request and to the extent not previously provided to Progenics, Wyeth shall provide to Progenics [*] ([*], as applicable) of [*] that Wyeth may have in its possession related to the Wyeth Collaboration Patent Rights and Wyeth’s interest in the Joint Patent Rights and related to the Development and/or Commercialization of the Compound and Products.   Progenics’ and Wyeth’s prosecution counsel shall meet [*] after [*] to create and implement a plan for transferring prosecution responsibility to Progenics, including [*].  Wyeth shall promptly sign, and cause its then-current employees, as appropriate, to sign, and require its employees to sign in the future, where appropriate, all documents as may be reasonably requested by Progenics, make all rightful oaths, and take other actions reasonably necessary to assist Progenics in prosecuting and maintaining appropriate protection for such Patent Rights, all at Progenics’ cost and expense.  Wyeth shall provide Progenics the contact information that Wyeth has for any employee whose employment with Wyeth has ceased, to the extent such information is available and its disclosure to Progenics would not violate any applicable law, and cooperate with Progenics to the extent reasonably necessary to effectuate the provisions of this Section 6.4.3 by providing [*] to participate in no more than [*] per [*] that shall not be longer than [*] in duration; provided that (a) such consultation shall occur during normal business hours and in such a way as to not be disruptive to [*], (b) Wyeth’s obligation to participate in such meetings shall end [*] after [*], (c) [*] shall provide [*] with an agenda for each such meeting at least [*] in advance of such meeting indicating [*], and (d) [*] may, in its sole discretion, elect to [*].

6.5.     Non-Assertion of Rights.  Following the Signing Date, Wyeth, on behalf of itself and its current and/or future Affiliates, agrees not to assert any Wyeth Independent Patent Rights against Progenics, its current and/or future Affiliates, designees, licensees, sublicensees, independent contractors, distributors, wholesalers or other Third Parties with which or whom Progenics does business relating to the Development, Commercialization or other exploitation of the Compound and the Products.

6.6.     Non-exclusive License to Wyeth.  Solely in order to enable Wyeth to fulfill its obligations pursuant to this Termination Agreement and only for such time and to the extent as Wyeth is fulfilling such obligations, Progenics shall, and hereby does, grant to Wyeth a fully paid-up, royalty-free, worldwide, non-exclusive license in the Field under the Assigned IP and Progenics Technology and Progenics’ interest in the Joint Technology.

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7.   Representations, Warranties and Covenants; Indemnity

7.1.     By Wyeth.   Wyeth hereby represents, warrants and covenants to Progenics that as of the Signing Date:

 7.1.1.     Authorization and Enforcement of Obligations.   Wyeth (a) has the corporate power and authority and the legal right to enter into this Termination Agreement and to perform its obligations hereunder and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Termination Agreement and the performance of its obligations hereunder.  This Termination Agreement has been duly executed and delivered on behalf of Wyeth, and constitutes a legal, valid, binding obligation, enforceable against Wyeth in accordance with its terms.

 7.1.2.     Consents.  To the knowledge of Wyeth, all necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by Wyeth in connection with this Termination Agreement, other than consents to the assignment of any Third Party Contracts, have been obtained.

 7.1.3. Accuracy of Exhibit L.  Exhibit L1 and Exhibit L2 contains a complete and accurate list of the Wyeth Collaboration Patent Rights and the Joint Patent Rights, respectively.  No Omission from Exhibit L1 of any Wyeth Collaboration Patent Right or from Exhibit L2 of any Joint Patent Right shall be in derogation of the license in Section 6.4.1 hereof, and upon the discovery of such omission, the Parties shall promptly update Exhibit L1 and Exhibit L2 to include any such omitted Wyeth Collaboration Patent Right or Joint Patent Right.  Subject to the provisions of the Progenics- Wyeth Agreement and this Termination Agreement, Wyeth is, as of the Signing Date, the exclusive owner of the Wyeth Collaboration Patent Rights and Wyeth’s interest in the Joint Patent Rights, free and clear of all liens and encumbrances.

 7.1.4. No Representations Related to Sales and Forecasts.  Progenics acknowledges and agrees that nothing in this Termination Agreement (including, without limitation, any exhibits or attachments hereto or any Third Party Contracts) or any information provided to Progenics pursuant to this Termination Agreement shall be construed as a representation, warranty, or covenant by Wyeth (i) that a particular Product under Development will be successfully Developed on any particular timetable (or at all), or (ii) with respect to demand for, anticipated sales of, or the actual value of any Product.  Without limiting the foregoing, Progenics acknowledges and agrees that the [*] contemplated in Section 5.3 or the information provided to Progenics in any [*] provided in Sections 4.1.1, 4.2.1 or 4.3.1 or elsewhere in this Termination Agreement or that have otherwise been discussed by the Parties are merely intended to assist the parties in their planning as they transition responsibility for Development and Commercialization of the Products to Progenics.  WYETH MAKES NO REPRESENTATION, WARRANTY OR COVENANT, EITHER EXPRESS OR IMPLIED, THAT IT WILL BE ABLE TO SUCCESSFULLY DEVELOP OR COMMERCIALIZE ANY PRODUCT OR, IF COMMERCIALIZED, THAT ANY PRODUCT WILL ACHIEVE ANY PARTICULAR SALES LEVEL.

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 7.1.5.No Implied Warranties.  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7.1, WYETH MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE COMPOUNDS, THE PRODUCTS OR ABOUT ANY KNOW-HOW OR PATENT RIGHTS.  WITHOUT LIMITATION, WYETH EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

7.2.     By Progenics.   Progenics hereby represents, warrants and covenants to Wyeth that as of the Signing Date:

 7.2.1.    Authorization and Enforcement of Obligations.   Progenics (a) has the corporate power and authority and the legal right to enter into this Termination Agreement and to perform its obligations hereunder and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Termination Agreement and the performance of its obligations hereunder.  This Termination Agreement has been duly executed and delivered on behalf of Progenics, and constitutes a legal, valid, binding obligation, enforceable against Progenics in accordance with its terms.

 7.2.2. Consents.  To the knowledge of Progenics, all necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by Progenics in connection with this Termination Agreement have been obtained.

 7.2.3. Accuracy of Exhibit L.  Exhibit L2 contains a complete and accurate list of the Joint Patent Rights.  No omission from Exhibit L2 of any Joint Patent Right shall be in derogation of the license in Section 6.4.1 hereof, and upon the discovery of such omission, the Parties shall promptly update Exhibit L2 to include any such omitted Joint Patent Right.  Subject to the provisions of the Progenics- Wyeth Agreement and this Termination Agreement, Progenics is, as of the Signing Date, the exclusive owner of Progenics’ interest in the Joint Patent Rights, free and clear of all liens and encumbrances.

 7.2.4.No Implied Warranties.  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7.2, PROGENICS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE COMPOUNDS, THE PRODUCTS OR ABOUT ANY KNOW-HOW OR PATENT RIGHTS.  WITHOUT LIMITATION, PROGENICS EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

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7.3.     Indemnity.

 7.3.1. Indemnification by Wyeth.   Wyeth shall indemnify, defend and hold harmless each Progenics Indemnified Party from and against any and all Liability that the Progenics Indemnified Party may be required to pay one or more Third Parties resulting from or arising out of:   (a) any intentional misconduct or gross negligence on the part of Wyeth or its Affiliates in performing any activity contemplated by this Termination Agreement; (b) personal injury or death of any person as a result of use of any Product sold by Wyeth, its Affiliates or sublicensees prior to or during the US Sale Period or International Sale Period ; (c) the material breach by Wyeth of any of its representations, warranties or covenants set forth in this Termination Agreement; (d) any breach by Wyeth of any Selected Third Party Contract occurring or liability arising prior to the assignment of such contract to Progenics; or (e) any action taken by Wyeth or failure of Wyeth to act prior to the Effective Date with regard to the listing of any Patent Right in the Orange Book with respect to any Product; except, in each case, to the extent caused by the gross negligence or intentional misconduct of Progenics or any Progenics Indemnified Party.

 7.3.2. Indemnification by Progenics.   Progenics shall indemnify, defend and hold harmless each Wyeth Indemnified Party from and against any and all Liability that the Wyeth Indemnified Party may be required to pay one or more Third Parties resulting from or arising out of:   (a) Wyeth’s Commercialization of the SC Product or retaining ownership of any Registrational Filings and Regulatory Approvals beyond the International Sale Period as a result of Progenics’ request, pursuant to Section 4.3.1 or 5.2.5; (b) any intentional misconduct or gross negligence on the part of Progenics or its Affiliates in performing any activity contemplated by this Termination Agreement; (c) personal injury or death of any person as a result of use of any Product sold by Wyeth, its Affiliates or sublicensees in accordance with this Termination Agreement after the US Sale Period or International Sale Period or by Progenics, its Affiliates or sublicensees, regardless of whether Wyeth’s name appears on the label for such Product; (d) the material breach by Progenics of any of its representations, warranties or covenants set forth in this Termination Agreement; (e) any breach by Progenics of any Selected Third Party Contract occurring or liability arising after the assignment of such contract to Progenics; (f) the Development, marketing, promotion, manufacture, use, sale, offer for sale, or importation of any Product after the US Sale Period or International Sale Period, as applicable; or (g) any action taken by Progenics or failure of Progenics to act after the Effective Date with regard to the listing of any Patent Right in the Orange Book with respect to any Product; except, in each case, to the extent caused by the gross negligence or intentional misconduct of Wyeth or any Wyeth Indemnified Party.

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 7.3.3. Procedure.  Each Party will notify the other Party in writing in the event it becomes aware of a Claim for which indemnification may be sought hereunder.  In case any proceeding ( including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 7.3 (Indemnity), such Party (the “ Indemnified Party”) shall promptly notify the other Party (the “ Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any Claims that are the subject matter of such proceeding.  The Indemnified Party shall cooperate fully with the Indemnifying Party in defense of such matter.  The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding.  In any such Claim, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such Claim ( including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  All such fees and expenses shall be reimbursed as they are incurred.  The Indemnifying Party shall not be liable for any settlement of any Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.  The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened Claim in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding.

7.3.4. Insurance.   As long as Progenics, directly or indirectly, continues to Commercialize a Product, Progenics agrees to use Commercially Reasonable Efforts to obtain and maintain commercial general liability insurance, including products liability insurance, with reputable and financially secure insurance carriers to cover its indemnification obligations under Section 7.3.2 (Indemnification by Progenics), in each case with limits of not less than [*] United States dollars ( US$[*]) per occurrence and in the aggregate.  Insurance shall be procured with carriers having [*].

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8.  Release; Public Statements

8.1. Release.  Each Party (each, a “ Releasing Party”) hereby releases and forever discharges the other Party and its past, present and future Affiliates, directors, officers, employees, agents, representatives and each of their respective successors and assigns (individually, a “ Releasee” and, collectively, “ Releasees”) from any and all Claims whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity which the Releasing Party now has, has ever had, or may hereafter have against the respective Releasees arising out of any matter, cause or event occurring prior to the Signing Date, including any rights to indemnification or reimbursement, other than as preserved herein; provided, however, that this Release shall not release or discharge (a) any Claims by a Releasing Party against a Releasee under this Termination Agreement, including as a result of a breach of any representation, warranty or covenant, and (b) Wyeth’s obligation to pay royalties under the Progenics- Wyeth Agreement that have accrued prior to the Signing Date but have not yet been paid.  Each Releasing Party hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced or instituted any proceeding of any kind, against any Releasee, based upon any Claim released hereby.  Furthermore, if a Releasing Party commences such a proceeding against a Releasee and the judicial body before which the proceeding is brought determines in a final judgment that such claim or demand has been released pursuant to this Section 8.1, such Releasing Party shall reimburse the Releasee for all expenses ( including reasonable costs of investigation and defense and attorney’s fees) incurred in connection with such proceeding.

8.2. Non-Disparagement.  Neither Party, nor any of its Affiliates, shall, at any time, make any public statements that disparage the other Party or any of its Affiliates or their respective officers, directors, employees, advisors, businesses or reputations relating to the subject matter of the Progenics- Wyeth Agreement or this Termination Agreement.  Notwithstanding the foregoing, this Section 8.2 shall not, in and of itself, preclude a Party from (a) marketing or promoting any products that compete with the other Party’s products (including engaging in competitive advertising to market such product) or (b) making truthful statements or disclosures that are required by applicable law, regulation or legal process.

8.3.      Public Announcements.  Neither Party hereto shall issue any press release or other publicity materials, or make any public representation with respect to the existence of this Termination Agreement or the reasons therefor or the subject matter hereof, except for the mutually agreed upon press release announcing the change in the relationship of the Parties, the reasons for that change and the Parties’ mutual appreciation for the work invested into the Compound and the Product.

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9.   Miscellaneous

9.1. Records and Audits.  Each Party (the “Audited Party”) shall keep and maintain, and shall cause its Affiliates and Commercial Partners (each also an “Audited Party”), to keep and maintain, accurate and complete books and records in sufficient detail to permit accurate determination of all figures necessary for the other Party (the “Auditing Party”) to verify the amounts paid, or requested to be paid, by the Auditing Party to the Audited Party as provided in this Termination Agreement, including, without limitation, Sections 4.1.2, 4.2.1, 4.3.1, 5.2.2 and 5.6.4, for a period of at least [*] after the end of the calendar quarter in which they were generated.  Upon [*] prior written notice from the Auditing Party, the Audited Party shall permit an independent certified public accounting firm of nationally recognized standing, selected by the Auditing Party and acceptable to the Audited Party, to examine, at the Auditing Party’s expense, the relevant books and records of the Audited Party as may be necessary to verify any amounts paid, or requested to be paid, by the Auditing Party to the Audited Party.  Each Party shall not be entitled to conduct more than [*] such [*] in any calendar year.  The accounting firm shall be provided access to books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours.  The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing access to its facilities or records.  Upon completion of the audit, the accounting firm shall provide both Wyeth and Progenics a written report disclosing any discrepancies in the amount paid, or requested to be paid, by the Auditing Party.  If the accounting firm concludes that the Auditing Party overpaid the Audited Party, the Audited Party shall pay the Auditing Party the amount of such overpayment within [*] of receiving such audit report plus interest, which shall be calculated at the average of the prime rate reported by [*], each month during the period from the time such overpayment was paid, plus [*] per annum.  Additionally, if the accounting firm concludes that the Auditing Party overpaid the Audited Party by more than [*], the Audited Party shall reimburse the Auditing Party for the out-of-pocket expenses incurred in conducting the audit.  If the accounting firm concludes that the Auditing Party underpaid the Audited Party, the Auditing Party shall promptly pay the amount of such underpayment to the Audited Party, without interest.

9.2.No Further Obligations.  Except as expressly provided in this Termination Agreement, Wyeth shall have no obligations with respect to the Development and Commercialization of the Compound and Product.  Without limiting the generality of the foregoing, except as expressly provided in Sections 4.1 and 5.2 and Exhibits A, D and M, Wyeth shall have no obligation to conduct or reimburse Progenics for conducting any Development activities related to the Products or Compounds.

9.3. Surviving Sections of the Progenics- Wyeth Agreement and the Partial Termination Agreement.  The Parties hereby acknowledge, agree and reaffirm that Section 8 (Confidentiality) of the Progenics- Wyeth Agreement will not be terminated by reason of the termination of the Progenics- Wyeth Agreement, but shall survive the termination of the Progenics- Wyeth Agreement; provided, however, that in the event of any conflict between the terms of this Termination Agreement and the terms of the Progenics- Wyeth Agreement, the terms of this Termination Agreement shall control.

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9.4. Confidentiality of the Terms of this Termination Agreement.  The Parties hereby agree that the terms of this Termination Agreement shall be treated in the same manner as the Parties have agreed to treat the terms of the Progenics-Wyeth Agreement pursuant to Section 8 (Confidentiality) of the Progenics- Wyeth Agreement.

9.5. Assignment.  Neither this Termination Agreement nor any interest under this Termination Agreement shall be assignable by a Party without the prior written consent of the other Party, except as provided in this Section 9.5.  Either Party may assign its rights and obligations under this Termination Agreement , without the prior written consent of the other Party, (a) to an Affiliate of such Party or (b) by way of the sale of such Party itself or the sale of a substantial portion of the business of such Party to which this Termination Agreement relates, through merger, sale of assets and/or sale of stock or ownership interest; provided, however, that such sale is not primarily for the benefit of such Party’s creditors.  In any such case, the assignment may only be made to the Person acquiring the Party to this Termination Agreement or the business of the Party.  Further, Progenics and ProNev may assign or sublicense any or all of their rights under this Termination Agreement or the Progenics-Wyeth Agreement, without the prior written consent of Wyeth, to any Third Party in connection with any financing being provided to Progenics or ProNev; provided that Progenics shall remain fully liable for the performance of this Termination Agreement by any such assignee.  This Termination Agreement shall be binding upon the successors and permitted assigns of the Parties to this Termination Agreement and the name of a Party to this Termination Agreement appearing herein shall be deemed to include the names of such Party’s successors and permitted assigns to the extent necessary to carry out the intent of this Termination Agreement.  Any assignment not in accordance with this Section 9.5 above shall be void.  Each Party to this Termination Agreement shall promptly notify the other Party of any assignment or transfer under the provisions of this Section 9.5.

9.6. Further Actions.  Each Party to this Termination Agreement agrees to execute, acknowledge and deliver such further agreements, instruments and documents, including confirmatory letters to Third Parties relating to this Termination Agreement and the transactions contemplated thereby, and to do all such other commercially reasonable acts as may be necessary in order to carry out the purposes and intent of this Termination Agreement and to secure the benefits thereof to the other Party.

9.7. Force Majeure.  Neither Party shall be liable to the other for delay or failure in the performance of the obligations on its part contained in this Termination Agreement if and to the extent that such failure or delay is due to circumstances beyond its control that it could not have avoided by the exercise of reasonable diligence.  It shall notify the other Party promptly in the event such circumstances arise, giving an indication of the likely extent and duration thereof, and shall use all Commercially Reasonable Efforts to resume performance of its obligations as soon as practicable; provided, however, that neither Party shall be required to settle any labor dispute or disturbance.

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9.8. Correspondence and Notices.

 9.8.1. Ordinary Notices.  Correspondence, reports, documentation and any other communication in writing between the Parties in the course of ordinary implementation of this Termination Agreement shall be delivered by hand, sent by facsimile transmission (receipt verified), or by nationally recognized overnight delivery service to the employee or representative of the other Party who is designated by such other Party to receive such written communication.

 9.8.2. Extraordinary Notices.  Extraordinary notices and communications ( including notices of termination, force majeure, material breach, change of address) shall be in writing and delivered by hand or sent by nationally recognized overnight delivery service, prepaid registered or certified air mail, or by facsimile confirmed by prepaid first class, registered or certified mail letter and shall be deemed to have been properly served to the addressee upon receipt of such written communication.

All correspondence to Wyeth shall be addressed as follows:

Wyeth Pharmaceuticals Division

500 Arcola Road

Collegeville, Pennsylvania  19426

Attn:   Senior Vice President, Corporate Business Development

Fax:  [*]

    Wyeth-Whitehall Pharmaceuticals, Inc.

    Road No. 3, Kilometer 142.1

    Guayama, Puerto Rico 00784

    Attn:  General Manager

    Fax:  [*]

    Wyeth-Ayerst Lederle, Inc.

    P.O. Box 6023

    65th Infantry Road, Kilometer 9.7

    Carolina, Puerto Rico 00987-4904

    Attn:   Managing Director

    Fax:  [*]

    AHP Manufacturing B.V.

    Grange Castle International Business Park

    Clondalkin, Dublin 22, Ireland

    Attn:  Managing Director

    Fax:  [*]

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with a copy to:

    Wyeth

    5 Giralda Farms

    Madison, New Jersey  07940

    Attn:   General Counsel

    Fax:  [*]

All correspondence to Progenics and ProNev shall be addressed as follows:

    Progenics Pharmaceuticals, Inc.

    777 Old Saw Mill River Road

    Tarrytown, New York  10591

    Attn:  Chief Executive Officer

    Fax:  [*]

with a copy to:

    Progenics Pharmaceuticals, Inc.

    777 Old Saw Mill River Road

    Tarrytown, New York  10591

    Attn:   General Counsel

    Fax:  [*]

9.9.     Amendment.  No amendment, modification or supplement of any provision of this Termination Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party.

9.10.   Waiver.  No provision of this Termination Agreement shall be waived by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party.

9.11.   Severability.  If any clause or portion thereof in this Termination Agreement is for any reason held to be invalid, illegal or unenforceable, the same shall not affect any other portion of this Termination Agreement, as it is the intent of the Parties that this Termination Agreement shall be construed in such fashion as to maintain its existence, validity and enforceability to the greatest extent possible.  In any such event, this Termination Agreement shall be construed as if such clause of portion thereof had never been contained in this Termination Agreement, and there shall be deemed substituted therefore such provision as will most nearly carry out the intent of the Parties as expressed in this Termination Agreement to the fullest extent permitted by applicable law.

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9.12.   Descriptive Headings.  The descriptive headings of this Termination Agreement are for convenience only and shall be of no force or effect in construing or interpreting any of the provisions of this Termination Agreement.

9.13.  Entire Agreement.  This Termination Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether oral or written, between the Parties respecting the subject matter hereof and thereof, including, without limitation, the Progenics- Wyeth Agreement and the Partial Termination Agreement, except to the extent provided herein.

9.14.  Independent Contractors.  Both Parties are independent contractors under this Termination Agreement.  Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party.  Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.  Other than the express duties and obligations set forth in this Termination Agreement, neither Party shall have any implied fiduciary duty to the other Party.

9.15.    Counterparts.  This Termination Agreement may be executed in any number of counterparts, each of which need not contain the signature of more than one Party, but all such counterparts taken together shall constitute one and the same agreement.

9.16.  Future Relationships.  Except as expressly stated herein, nothing contained in this Termination Agreement shall be construed, by implication or otherwise, as an obligation of any Party hereto to enter into a further agreement regarding the subject matter of this Termination Agreement.  Further, other than as expressly stated herein, nothing herein shall be construed to grant either Party hereto a license, either express or implied, to any patent, know-how, trademark or trade name of the other Party.

9.17.  Interpretation.  The use of any gender herein shall be deemed to be or include the other genders and the use of the singular herein shall be deemed to include the plural (and vice versa), wherever appropriate.  The words “ include,” “ includes” and “ including” shall be deemed to be followed by the phrase “without limitation,” “but not limited to,” or their equivalent.  The word “ will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (c) the words “ herein,” “ hereof” and “ hereunder,” and words of similar import, shall be construed to refer to this Termination Agreement in its entirety and not to any particular provision hereof and (d) all references herein to Sections, Exhibits or Schedules shall be construed to refer to Sections, Exhibits and Schedules of this Termination Agreement.

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9.18.  No Third Party Rights or Obligations.  Except as provided hereunder, no provision of this Termination Agreement shall be deemed or construed in any way to result in the creation of any rights or obligation in any Person not a Party to this Termination Agreement.

9.19.  Governing Law.  This Termination Agreement, the rights of the Parties, and all Claims arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the substantive laws in effect in the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

9.20.   Jurisdiction; Venue; Service of Process.

 9.20.1.   Jurisdiction.  Each Party to this Termination Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York located in New York City or the United States District Court for the Southern District of New York located in New York City for the purpose of any Claim between the Parties arising in whole or in part under or in connection with this Termination Agreement, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Claim, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Claim brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Termination Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such Claim other than before one of the above-named courts.  Notwithstanding the previous sentence, a Party may commence any Claim in a court other than the above-named courts solely to seek pre-litigation attachment of assets or preliminary injunction relief prior to litigation on the merits in the above-named courts or for the purpose of enforcing an order or judgment issued by one of the above-named courts.

 9.20.2.  Venue.  Each Party agrees that for any Claim between the Parties arising in whole or in part under or in connection with this Termination Agreement, such Party shall bring any such Claims only in the City of New York.  Each Party further waives any Claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.

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 9.20.3. Service of Process.  Each Party hereby (a) consents to service of process in any Claim between the Parties arising in whole or in part under or in connection with this Termination Agreement in any manner permitted by New York law, (b) agrees that service of process made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.8, will constitute good and valid service of process in any such Claim and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Claim any Claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

9.21.  Waiver of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS TERMINATION AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS TERMINATION AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHICH WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

9.22.  Dispute Resolution.  If the Parties are otherwise unable to resolve a dispute among them informally, Wyeth or Progenics, by written notice to the other, may have such dispute referred to their respective executive officers designated for attempted resolution by good faith negotiations (each, a “ Responsible Executive”).

For Wyeth:                                           [*]

     (or an appropriate successor)

For Progenics:                                     [*]

Any such dispute shall be submitted to the Responsible Executives no later than [*] following such request by either Wyeth or Progenics.  In the event the Responsible Executives are not able to resolve any such dispute within [*] after submission of the dispute to such executive officers, Wyeth or Progenics, as the case may be, may pursue whatever measures legally available to resolve such dispute.  All negotiations pursuant to this Section 9.22 shall be treated as compromise and settlement negotiations.  Nothing said or disclosed, nor any document produced, in the course of such negotiations which is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or litigation between the Parties.

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9.23.  Limitation of Damages.  IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS TERMINATION AGREEMENT.  THE FOREGOING LIMITATION SHALL NOT LIMIT EITHER PARTY’S RIGHT TO RECOVER UNDER THE INDEMNIFICATION PROVISIONS IN THIS TERMINATION AGREEMENT OR FOR ANY BREACH OF CONFIDENTIALITY OBLIGATIONS BY EITHER PARTY HERETO.

9.24.  Specific Performance.  The Parties to this Termination Agreement agree that if any of the provisions of this Termination Agreement were not performed in accordance with their specific terms, or were otherwise breached, irreparable damage may occur which would be extremely impractical or difficult to measure and that as a result no adequate remedy of law may exist; accordingly the non-defaulting Party, in addition to any other available rights or remedies, shall have the right to seek, in a court of competent jurisdiction, specific performance of the terms of this Termination Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, duly authorized representatives of the Parties have duly executed this Termination Agreement on the Signing Date to be effective as of the Effective Date of this Termination Agreement.

Wyeth, acting through its Wyeth Pharmaceuticals Division	Progenics Pharmaceuticals, Inc.
By:/s/ Robert A. Dougan	By:/s/ Mark R. Baker
Name:  Robert A. Dougan Title:    Senior Vice President	Name:  Mark R. Baker Title:    President
Wyeth-Whitehall Pharmaceuticals, Inc.	Progenics Pharmaceuticals Nevada, Inc.
By:/s/ Robert E. Landry	By:/s/ Mark R. Baker
Name:  Robert E. Landry Title:    Vice President	Name:  Mark R. Baker Title:    Director and Secretary
Wyeth-Ayerst Lederle, Inc.	Excelsior Life Sciences Ireland Limited
By:/s/ Gregory Norden	By:/s/ Mark R. Baker
Name:  Gregory Norden Title:    Executive Vice President	Name:  Mark R. Baker Title:    Director and Secretary
AHP Manufacturing B.V., trading as Wyeth Medica Ireland
By:/s/ John C. Kelly
Name:  John C. Kelly Title:    Vice President and Managing Director
By:/s/ Eileen M. Lach
Name:  Eileen M. Lach Title:    Vice President and Managing Director

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Exhibit A

Termination Development Plan

[*]

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Exhibit B

US Termination Commercialization Plan

[*]

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Exhibit C

Ex-US Termination Commercialization Plan

[*]

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Exhibit D

Wyeth Activities Related to the US Regulatory Submissions

[*]

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Exhibit E

Manufacturing and Supply Terms for the SC Product

[*]

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Exhibit F

Wyeth Formulations of Oral Products

[*]

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Exhibit G

Exhibit G1:   Third Party Contracts

[*]

Exhibit G2: Selected Third Party Contracts¹

[*]

__________________________ 

1 [LIST TO BE FINALIZED BY THE PARTIES AFTER THE SIGNING DATE]

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Exhibit H

Exhibit H1:  Assigned US IP

US Trademarks

[*]

Exhibit H2: Assigned Ex-US IP

Ex-US Trademarks

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Exhibit I

Form of Trademark and Domain Name Assignment Agreement

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Exhibit J

Form of Assignment of Copyrights

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Exhibit K

Wyeth Trademarks

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Exhibit L

Exhibit L1:  Licensed Wyeth Collaboration Patent Rights

[*]

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Exhibit L2:  Licensed Joint Patent Rights

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Exhibit M

Possible Ex-US Launch Countries

[*]

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