8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 16, 2004

Progenics Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23143	13-3379479
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
777 Old Saw Mill River Road, Tarrytown, New York		10591
(Address of principal executive offices)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.      Entry into a Material Definitive Agreement

Effective September 16, 2004, Progenics Pharmaceuticals, Inc. (the “Company”) and UR Labs, Inc. agreed to amend their Methylnaltrexone (MNTX) Exclusive Sub-License Agreement. The parties established a new milestone date, on or before June 30, 2006, for filing a New Drug Application (NDA) for approval of the first Licensed Product in the US. There were no modifications to payment schedules or any other terms or conditions of the Agreement. Assuming successful completion of its two, ongoing, phase 3 clinical studies of MNTX, the Company anticipates filing an NDA for MNTX for the treatment of opioid-induced constipation in advanced medical illness in the second half of 2005.

Item 9.01     Financial Statements and Exhibits

(c)
EXHIBIT NUMBER	DESCRIPTION
Exhibit 10.28	Amendment to Exclusive Sub-License Agreement between Progenics Pharmaceuticals, Inc. and UR Labs, Inc., dated September 21, 2001 (filed herewith).

SIGNATURES

Pursuant to the requirements 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/ ROBERT A. MCKINNEY
	Name:   Robert A. McKinney
	Title:     Vice President, Finance and Operations

Dated: September 20, 2004

EX-10.28

	Progenics Pharmaceuticals, Inc. 777 Old Saw Mill River Road Tarrytown, New York 10591 Fax: (914) 789-2817 (914) 789-2800 www.progenics.com
	Exhibit 10.28
August 26, 2004

UR Labs, Inc.
c/o Eric Drell, Secretary
2015 Emily Court
Carson City, Nevada 89703
Attention: Eliot Drell, M.D., President

Re: Amendment to Exclusive Sub-License Agreement (“Agreement”) between Progenics Pharmaceuticals, Inc. (“Licensee”) and UR Labs, Inc. (“Licensor”) dated September 21, 2001

Dear Dr. Drell:

Pursuant to Section 16.3 of the Agreement, the Parties hereby agree to amend the Agreement by replacing Section 4.2(c) as follows:

 “(c) file an NDA for approval of the first Licensed Product in the US on or before June 30, 2006, and”

All other terms and conditions of the above referenced Agreement not specifically amended or modified hereby will remain in full force and effect.

If you agree to the modification of the terms as set forth herein, please signify your assent by countersigning and returning one (1) copy of this Letter Amendment and returning it to my attention.

Very truly yours,

Progenics Pharmaceuticals, Inc.

By: /s/ Ronald J. Prentki        
       Ronald J. Prentki
       President

I hereby agree to the terms and conditions
contained in this Letter Amendment.

UR Labs, Inc.

         /s/ Eliot Drell                
By: Eliot Drell, President
Date: September 16, 2004