10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q 

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2017
	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)

One World Trade Center, 47^th Floor
New York, NY 10007
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (646) 975-2500

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer  ☐	Accelerated filer   ☒
Non-accelerated filer    ☐  (Do not check if a smaller reporting company)	Smaller reporting company   ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May 1, 2017, a total of 70,225,199 shares of common stock, par value $0.0013 per share, were outstanding.

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PROGENICS PHARMACEUTICALS, INC.

INDEX

		Page No.
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statement of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	26
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 5.	Material Changes to Board Nomination Procedures	26
Item 6.	Exhibits	27
	Signatures	28

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

PROGENICS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	March 31,			December 31,
	2017			2016
	(unaudited)			(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	126,306		$	138,909
Accounts receivable, net		2,097			4,864
Other current assets		3,676			4,328
Total current assets		132,079			148,101
Property and equipment, net		4,702			4,760
Intangible assets, net		30,528			30,581
Goodwill		13,074			13,074
Other assets		2,471			2,470
Total assets	$	182,854		$	198,986
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	971		$	567
Accrued expenses		12,705			15,764
Other current liabilities		677			26
Total current liabilities		14,353			16,357
Long-term debt, net		48,850			49,453
Contingent consideration liability		16,100			14,200
Deferred tax liability		13,010			13,010
Other liabilities		1,286			1,204
Total liabilities		93,599			94,224
Commitments and Contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value Authorized - 20,000 shares; issued and outstanding - none		-			-
Common stock, $0.0013 par value Authorized - 160,000 shares; issued - 70,425 shares in 2017 and 70,390 shares in 2016		92			92
Additional paid-in capital		598,904			598,069
Treasury stock at cost, 200 shares of common stock		(2,741	)		(2,741	)
Accumulated other comprehensive loss		(67	)		(85	)
Accumulated deficit		(506,933	)		(490,573	)
Total stockholders’ equity		89,255			104,762
Total liabilities and stockholders’ equity	$	182,854		$	198,986

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PROGENICS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,
	2017			2016
Revenue:
Royalty income	$	2,119		$	2,189
License revenue		215			242
Other revenue		13			19
Total revenue		2,347			2,450
Operating expenses:
Research and development		10,005			9,149
General and administrative		5,695			5,817
Change in contingent consideration liability		1,900			200
Total operating expenses		17,600			15,166
Operating loss		(15,253	)		(12,716	)
Other (expense) income:
Interest (expense) income, net		(1,107	)		43
Total other (expense) income		(1,107	)		43
Net loss		(16,360	)		(12,673	)
Net loss attributable to noncontrolling interests		-			(18	)
Net loss attributable to Progenics	$	(16,360	)	$	(12,655	)
Net loss per share attributable to Progenics - basic and diluted	$	(0.23	)	$	(0.18	)
Weighted-average shares - basic and diluted		70,196			69,946

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PROGENICS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2017			2016
Net loss	$	(16,360	)	$	(12,673	)
Other comprehensive loss:
Foreign currency translation adjustments		18			(69	)
Comprehensive loss		(16,342	)		(12,742	)
Comprehensive loss attributable to noncontrolling interests		-			(21	)
Comprehensive loss attributable to Progenics	$	(16,342	)	$	(12,721	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PROGENICS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 

(In thousands)

(Unaudited)

										Accumulated
	Common Stock				Additional					Other			Treasury Stock						Total
	Number				Paid-in		Accumulated			Comprehensive			Number						Stockholders’
	of Shares		Par Value		Capital		Deficit			Loss			of Shares			Cost			Equity
Balance at December 31, 2016		70,390	$	92	$	598,069	$	(490,573	)	$	(85	)		(200	)	$	(2,741	)	$	104,762
Net loss		-		-		-		(16,360	)		-			-			-			(16,360	)
Foreign currency translation adjustments		-		-		-		-			18			-			-			18
Stock-based compensation expense		-		-		603		-			-			-			-			603
Exercise of stock options		35		-		232		-			-			-			-			232
Balance at March 31, 2017		70,425	$	92	$	598,904	$	(506,933	)	$	(67	)		(200	)	$	(2,741	)	$	89,255

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PROGENICS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2017			2016
Cash flows from operating activities:
Net loss	$	(16,360	)	$	(12,673	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		256			751
Stock-based compensation expense		603			576
Gain on sale of fixed assets		(15	)		(112	)
Paid in-kind interest		(13	)		-
Non-cash interest expense		61			-
Change in fair value of contingent consideration liability		1,900			200
Changes in assets and liabilities:
Accounts receivable		2,767			1,204
Other current assets		638			448
Other assets		(1	)		-
Accounts payable		402			1,156
Accrued expenses		(3,066	)		513
Other current liabilities		-			(59	)
Other liabilities		81			29
Net cash used in operating activities		(12,747	)		(7,967	)
Cash flows from investing activities:
Purchases of property and equipment		(145	)		(607	)
Proceeds from sale of fixed assets		32			113
Net cash used in investing activities		(113	)		(494	)
Cash flows from financing activities:
Proceeds from exercise of stock options		232			-
Net cash provided by financing activities		232			-
Effect of currency rate changes on cash and cash equivalents		25			33
Net decrease in cash and cash equivalents		(12,603	)		(8,428	)
Cash and cash equivalents at beginning of period		138,909			74,103
Cash and cash equivalents at end of period	$	126,306		$	65,675

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Summary of Significant Accounting Policies

Business

Progenics Pharmaceuticals, Inc. and its subsidiaries (“the Company,” “Progenics,” “we,” or “us”) develop innovative medicines and other technologies to target and treat cancer. Our pipeline includes: 1) therapeutic agents designed to precisely target cancer (AZEDRA^® and 1095), 2) PSMA-targeted imaging agents for prostate cancer (1404 and PyL^TM), and 3) imaging analysis tools.

In February 2011, we licensed our first commercial drug, RELISTOR^® (methylnaltrexone bromide) subcutaneous injection for the treatment of opioid induced constipation (“OIC”), to Salix Pharmaceuticals, Inc. (a wholly-owned subsidiary of Valeant Pharmaceuticals International, Inc. (“Valeant”)). In September 2014, RELISTOR received an expanded approval from the U.S. Food and Drug Administration ("FDA") for the treatment of OIC in patients taking opioids for chronic non-cancer pain, and in July 2016, RELISTOR Tablets were approved by the FDA for the treatment of OIC in adults with chronic non-cancer pain. We have in the past and continue to consider opportunities for strategic collaborations, out-licenses, and other arrangements with biopharmaceutical companies involving proprietary research, development and clinical programs, and may in the future also in-license or acquire additional oncology compounds and/or programs.

Our current principal sources of revenue from operations are royalty, development and commercial milestones, and sublicense revenue-sharing payments from Valeant relating to RELISTOR. Royalty and further milestone payments from RELISTOR depend on success in development and commercialization, which is dependent on many factors, such as Valeant’s efforts, decisions by the FDA and other regulatory bodies, competition from drugs for the same or similar indications, and the outcome of clinical and other testing of RELISTOR.

We commenced principal operations in 1988, became publicly traded in 1997, and throughout have been engaged primarily in research and development efforts, establishing corporate collaborations and related activities. Certain of our intellectual property rights are held by wholly owned subsidiaries. All of our U.S. operations are presently conducted at our headquarters in New York, and the operations of our foreign subsidiary, EXINI Diagnostics A.B. (“EXINI”), are conducted at our facility in Lund, Sweden. We operate under a single research and development operating segment.

Liquidity

At March 31, 2017, we had $126.3 million of cash and cash equivalents, a decrease of $12.6 million from $138.9 million at December 31, 2016. We expect that this amount will be sufficient to fund operations as currently anticipated beyond one year from the filing date of this Form 10-Q. We have historically funded our operations to a significant extent from capital-raising and we expect to require additional funding in the future, the availability of which is never guaranteed and may be uncertain. We expect that we may continue to incur operating losses for the foreseeable future.

Basis of Presentation

Our interim condensed consolidated financial statements have been prepared in accordance with applicable presentation requirements, and accordingly, do not include all information and disclosures necessary for a presentation of our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the U.S. ("GAAP"). In the opinion of management, these financial statements reflect all adjustments, consisting primarily of normal recurring accruals necessary for a fair statement of results for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year.

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Our interim condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2016. The year-end consolidated balance sheet data in these financial statements were derived from audited financial statements but do not include all disclosures required by GAAP. Certain prior period amounts in our condensed consolidated financial statements have been reclassified to conform to the current period presentation. Accounts payable, which was historically combined with accrued expenses on our consolidated balance sheet, has been presented as a separate line item for all periods presented in these unaudited condensed consolidated financial statements.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Progenics as well as its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

In December 2015, we commenced a judicial process in Sweden for acquiring the remaining shares of EXINI. On December 8, 2016, a Swedish arbitral tribunal awarded us advanced title to the remaining shares of EXINI and, as of that date, EXINI became a wholly-owned subsidiary with 100% of the voting shares owned by us. We paid $368 thousand to the minority interest shareholders in connection with the acquisition of the remaining shares of EXINI.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

Foreign Currency Translation

Each of our international subsidiaries generally considers their respective local currency to be their functional currency. Assets and liabilities of these international subsidiaries are translated into U.S. dollars at quarter-end exchange rates and revenues and expenses are translated at average exchange rates during the quarter and year-to-date period. Foreign currency translation adjustments for the reported periods are included in accumulated other comprehensive loss (“AOCL”) in our condensed consolidated statements of comprehensive loss, and the cumulative effect is included in the stockholders' equity section of our condensed consolidated balance sheets. Realized gains and losses denominated in foreign currencies are recorded in operating expenses in our condensed consolidated statements of operations and were not material to our consolidated results of operations for the three months ended March 31, 2017 or 2016.

Property and Equipment

Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization of $1.0 million and $0.8 million as of March 31, 2017 and December 31, 2016, respectively. The following table summarizes our property and equipment (in thousands):

	March 31,			December 31,
	2017			2016
Machinery and equipment	$	2,224		$	1,493
Leasehold improvements		1,716			1,640
Computer equipment		701			695
Furniture and fixtures		878			877
Construction in progress		221			893
Property and equipment, gross		5,740			5,598
Less - accumulated depreciation		(1,038	)		(838	)
Property and equipment, net	$	4,702		$	4,760

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 2. New Accounting Pronouncements

Recently Adopted

In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718) ("ASU 2016-09"). The standard simplifies several aspects of accounting for stock-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification in the statement of cash flows. We adopted this standard on January 1, 2017. For the three months ended March 31, 2017, we recognized all excess tax benefits and tax deficiencies associated with exercise of stock options as income tax expense or benefit as a discrete event. The adoption of this ASU did not have a material impact on our consolidated financial statements.

Not Yet Adopted

In January 2017, the FASB issued ASU 2017-04 (“ASU 2017-04”), Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. ASU 2017-04 will be effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of the new standard to have a material impact on our consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18 (“ASU 2016-18”), Statement of Cash Flows (Topic 230) – Restricted Cash. For entities that have restricted cash and are required to present a statement of cash flows, ASU 2016-18 changes the cash flow presentation for restricted cash. ASU 2016-18 will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements or statement of cash flows.

In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The standard provides guidance on eight (8) cash flow issues: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The standard requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. Additionally, ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted for all entities. We are currently evaluating the impact of this new standard on our consolidated financial statements.

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). The standard requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, and separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. Additionally, ASU 2016-01 eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments on the balance sheet. ASU 2016-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Other than an amendment relating to presenting in comprehensive income the portion of the total change in the fair value of a liability resulting from a change in instrument-specific credit risk (if the entity has elected to measure the liability at fair value), early adoption is not permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). The standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. This ASU provides that an entity should recognize revenue to depict transfers of promised goods or services to customers in amounts reflecting the consideration to which the entity expects to be entitled in the transaction by: (1) identifying the contract; (2) identifying the contract's performance obligations; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when or as the entity satisfies the performance obligations. The guidance permits companies to apply the requirements either retrospectively to all prior periods presented or in the year of adoption through a cumulative adjustment by applying a modified retrospective transition method. ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted for annual reporting periods beginning after December 15, 2016 and interim periods therein. In 2016, the FASB issued several amendments to the standard, including principal versus agent considerations when another party is involved in providing goods or services to a customer and the process of identifying performance obligations. We are in the process of evaluating our significant revenue contracts and reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts and the impact the new standard might have on our consolidated financial statements and disclosures. In addition, we are in the process of identifying the appropriate changes to business processes, systems, and controls to support recognition and disclosure under the new standard. We expect to adopt the new revenue standard in the first quarter of 2018, applying the modified retrospective transition method.

Note 3. Net Loss Per Share

Our basic net loss per share attributable to Progenics amounts have been computed by dividing net loss attributable to Progenics by the weighted-average number of common shares outstanding during the period. For the three months ended March 31, 2017 and 2016, we reported net losses and, accordingly, 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 (amounts in thousands, except per share data):

	Net loss			Weighted-average
	attributable			shares
	to Progenics			outstanding		Per share
	(Numerator)			(Denominator)		amount
Three months ended March 31, 2017
Basic and diluted	$	(16,360	)		70,196	$	(0.23	)
Three months ended March 31, 2016
Basic and diluted	$	(12,655	)		69,946	$	(0.18	)

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table summarizes anti-dilutive common shares or common shares where performance conditions have not been met, that were excluded from the calculation of diluted net loss per share (in thousands):

	Three Months Ended March 31,
	2017		2016
Stock options		1,150		5,411
Contingent consideration liability		1,706		4,267
Total securities excluded		2,856		9,678

Note 4. Fair Value Measurements

To estimate the fair values of our financial assets and liabilities, we use valuation approaches within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is divided into three levels based on the source of inputs as follows:

● Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access

● Level 2 – Valuations for which all significant inputs are observable, either directly or indirectly, other than Level 1 inputs

● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement

The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used for measuring fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level of input used that is significant to the overall fair value measurement.

We believe the carrying amounts of our cash equivalents, accounts receivable, other current assets, other assets, accounts payable and accrued expenses approximated their fair values as of March 31, 2017 and December 31, 2016.

We record the contingent consideration liability resulting from our acquisition of Molecular Insight Pharmaceuticals, Inc. ("MIP") at fair value in accordance with Accounting Standards Codification ("ASC") 820 (Topic 820, Fair Value Measurement).

The following tables summarize each major class of our financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated, classified by valuation hierarchy (in thousands):

			Fair Value Measurements at March 31, 2017
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
	Balance at		Identical Assets		Inputs		Inputs
	March 31, 2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	122,351	$	122,351	$	-	$	-
Total assets	$	122,351	$	122,351	$	-	$	-
Liabilities:
Contingent consideration liability	$	16,100	$	-	$	-	$	16,100
Total liabilities	$	16,100	$	-	$	-	$	16,100

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - Continued

			Fair Value Measurements at December 31, 2016
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
	Balance at		Identical Assets		Inputs		Inputs
	December 31, 2016		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	137,340	$	137,340	$	-	$	-
Total assets	$	137,340	$	137,340	$	-	$	-
Liabilities:
Contingent consideration liability	$	14,200	$	-	$	-	$	14,200
Total liabilities	$	14,200	$	-	$	-	$	14,200

The estimated fair value of the contingent consideration liability of $16.1 million as of March 31, 2017, represents future potential milestone payments to former MIP stockholders. We consider this liability a Level 3 instrument (one with significant unobservable inputs) in the fair value hierarchy. The estimated fair value was determined based on probability adjusted discounted cash flow and Monte Carlo simulation models that included significant estimates and assumptions pertaining to commercialization events and sales targets. The most significant unobservable inputs are the probabilities of achieving regulatory approval of the development projects and subsequent commercial success and discount rates.

Significant changes in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. Significant changes in the probabilities as to the periods in which milestones will be achieved would result in a significantly lower or higher fair value measurement, respectively. We record the contingent consideration liability at fair value with changes in estimated fair values recorded in change in contingent consideration liability in our condensed consolidated statements of operations.

The following table summarizes quantitative information and assumptions pertaining to the fair value measurement of the Level 3 inputs at March 31, 2017 and December 31, 2016 (in thousands). The increase in the contingent consideration liability of $1.9 million during the three months ended March 31, 2017 was primarily attributable to an increase in the estimated probability of success for AZEDRA given our successful completion of the registrational study and a reduction in the discount period.

	Fair Value at
	March 31,				Range
	2017		Valuation Technique	Unobservable Input	(Weighted-Average)
Contingent Consideration Liability:
AZEDRA commercialization	$	5,100	Probability adjusted discounted	Probability of success			72%
			cash flow model	Period of expected milestone achievement			2018
				Discount rate			10%
1404 commercialization		4,800	Probability adjusted discounted	Probability of success			59%
			cash flow model	Period of expected milestone achievement			2019
				Discount rate			10%
1095 commercialization		400	Probability adjusted discounted	Probability of success			16%
			cash flow model	Period of expected milestone achievement			2024
				Discount rate			10%
Net sales targets		5,800	Monte-Carlo simulation	Probability of success		16%	-	72%
				Discount rate			10%
Total	$	16,100

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - Continued

	Fair Value at
	December 31,				Range
	2016		Valuation Technique	Unobservable Input	(Weighted-Average)
Contingent Consideration Liability:
AZEDRA commercialization	$	3,800	Probability adjusted discounted	Probability of success		54%
			cash flow model	Period of expected milestone achievement		2018
				Discount rate		10%
1404 commercialization		4,700	Probability adjusted discounted	Probability of success		59%
			cash flow model	Period of expected milestone achievement		2019
				Discount rate		10%
1095 commercialization		400	Probability adjusted discounted	Probability of success		16%
			cash flow model	Period of expected milestone achievement		2024
				Discount rate		10%
Net sales targets		5,300	Monte-Carlo simulation	Probability of success	16%	-	59%
				Discount rate		10%
Total	$	14,200

For those financial instruments with significant Level 3 inputs, the following tables summarize the activities for the periods indicated:

	Liability - Contingent Consideration
	Fair Value Measurements Using
	Significant Unobservable Inputs
	(Level 3)
	For the Three Months Ended March 31,
	2017		2016
Balance at beginning of period	$	14,200	$	18,800
Fair value change included in net loss		1,900		200
Balance at end of period	$	16,100	$	19,000
Changes in unrealized gains or losses for the period
included in earnings (or changes in net assets) for
liabilities held at the end of the reporting period	$	1,900	$	200

Note 5. Accounts Receivable

Our accounts receivable represent amounts due to us from collaborators, royalties, and sales of research reagents, and consisted of the following at March 31, 2017 and December 31, 2016 (in thousands):

	March 31,		December 31,
	2017		2016
Royalties	$	1,847	$	2,407
Collaborators		202		2,000
Other		48		457
Accounts receivable, net	$	2,097	$	4,864

Note 6. Goodwill, In-Process Research and Development, and Other Intangible Assets

The fair values of in-process research and development (“IPR&D”) and other identified intangible assets acquired in business combinations are capitalized. We utilize the “income method,” which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs or “replacement costs”, whichever is greater. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. This analysis is performed for each IPR&D project and other identified intangible assets, independently. IPR&D assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. Other identified intangible assets, which include the technology asset acquired as part of the EXINI business combination, are amortized over the relevant estimated useful life. The IPR&D assets are tested for impairment at least annually or when a triggering event occurs that could indicate a potential impairment and any impairment loss is recognized in our condensed consolidated statements of operations.

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - Continued

Goodwill represents excess consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not amortized, but is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. We determine whether goodwill may be impaired by comparing the fair value of the reporting unit (we have determined that we have only one reporting unit for this purpose), calculated as the product of shares outstanding and the share price as of the end of a period, to its carrying value (for this purpose, our total stockholders' equity). No goodwill impairment has been recognized as of March 31, 2017 or 2016.

The following tables summarize the activity related to our goodwill and intangible assets (in thousands):

					Other
					Intangible
	Goodwill		IPR&D		Assets
Balance at January 1, 2017	$	13,074	$	28,700	$	1,881
Amortization expense		-		-		(53	)
Balance at March 31, 2017	$	13,074	$	28,700	$	1,828

	Goodwill		IPR&D		Other Intangible Assets
Balance at January 1, 2016	$	13,074	$	28,700	$	2,093
Amortization expense		-		-		(53	)
Balance at March 31, 2016	$	13,074	$	28,700	$	2,040

Note 7. Accrued Expenses

The carrying value of our accrued expenses approximates fair value as it represents amounts that will be satisfied within one year. Accrued expenses consisted of the following at March 31, 2017 and December 31, 2016 (in thousands):

	March 31,		December 31,
	2017		2016
Loss contingency for litigation	$	4,000	$	4,000
Accrued legal and professional fees		1,003		1,123
Accrued consulting and clinical trial costs		5,487		6,933
Accrued payroll and related costs		1,015		1,957
Other		1,200		1,751
Accrued expenses	$	12,705	$	15,764

Note 8. Commitments and Contingencies

We are or may be from time to time involved in various other disputes, governmental and/or regulatory inspections, inquiries, investigations, and proceedings that could result in litigation, and other litigation matters that arise from time to time. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters will adversely affect us, our results of operations, financial condition, and cash flows.

In each of the matters described in this filing or in Note 10. Commitments and Contingencies to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016, plaintiffs seek an award of a not-yet-quantified amount of damages or an amount that is not material. In addition, a number of the matters pending against us are at very early stages of the legal process (which in complex proceedings of the sort faced by us often extend for several years). As a result, none of the matters described in this filing, except for the former employee litigation, have progressed sufficiently through discovery and/or development of important factual information and legal issues to enable us to estimate a range of possible loss, if any, or such amounts are not material. While it is not possible to accurately predict or determine the eventual outcomes of these items, an adverse determination in one or more of these items currently pending could have a material adverse effect on our consolidated results of operations, financial position, or cash flows.

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - Continued

Former Employee Litigation

On January 4, 2017, we settled all claims against us under a federal action brought in 2010 by a former employee, where such former employee had complained that we had violated the anti-retaliation provisions of the Federal Sarbanes-Oxley law by terminating him. In connection with this settlement, we and the former employee exchanged mutual releases and we are to pay an aggregate sum of $4.0 million to the former employee and his attorneys, which is included in accrued expenses on our consolidated balance sheet at March 31, 2017. We have $1.7 million held by the District Court in escrow and recorded as restricted cash in other current assets on our consolidated balance sheet at March 31, 2017.

Abbreviated New Drug Application Litigations

On October 7, 2015 Progenics, Valeant and Wyeth LLC (Valeant’s predecessor as licensee of RELISTOR) received notification of a Paragraph IV certification for certain patents for RELISTOR^® (methylnaltrexone bromide) subcutaneous injection, which are listed in the FDA's Approved Drug Products with Therapeutic Equivalence Evaluations, or the Orange Book. The certification resulted from the filing by Mylan Pharmaceuticals, Inc. of an Abbreviated New Drug Application (“ANDA”) with the FDA, challenging such patents for RELISTOR subcutaneous injection and seeking to obtain approval to market a generic version of RELISTOR subcutaneous injection before some or all of these patents expire.

On October 28, 2015, Progenics, Valeant and Wyeth LLC received a second notification of a Paragraph IV certification with respect to the same patents for RELISTOR subcutaneous injection from Actavis LLC as a result of Actavis LLC’s filing of an ANDA with the FDA, also challenging these patents and seeking to obtain approval to market a generic version of RELISTOR subcutaneous injection before some or all of these patents expire.

In October 2016, Progenics, Valeant, and Wyeth LLC received a notification of a Paragraph IV certification with respect to certain patents for RELISTOR Tablets. The certification accompanied the filing by Actavis LLC of an ANDA challenging such patents for RELISTOR Tablets and seeking to obtain approval to market a generic version of RELISTOR tablets before some or all of these patents expire.

In accordance with the Drug Price Competition and Patent Term Restoration Act (commonly referred to as the Hatch-Waxman Act), Progenics and Valeant timely commenced litigation against each of these ANDA filers in order to obtain an automatic stay of FDA approval of the ANDA until the earlier of (i) 30 months from receipt of the notice or (ii) a District Court decision finding that the identified patents are invalid, unenforceable or not infringed.

In addition to the above described ANDA notifications, in October 2015 Progenics received notices of opposition to three European patents relating to methylnaltrexone. The oppositions were filed separately by each of Actavis Group PTC ehf. and Fresenius Kabi Deutschland GmbH.

Each of the above-described proceedings is in its early stages and Progenics and Valeant continue to cooperate closely to vigorously defend and enforce RELISTOR intellectual property rights. Pursuant to the RELISTOR license agreement between Progenics and Valeant, Valeant has the first right to enforce the intellectual property rights at issue and is responsible for the costs of such enforcement.

9. Non-Recourse Long-Term Debt, Net

In November 2016, through a new wholly-owned subsidiary MNTX Royalties Sub LLC (“MNTX Royalties”), we entered into a loan agreement (the “Royalty-Backed Loan”) with a fund managed by HealthCare Royalty Partners III, L.P. (“HCRP”). We borrowed $50.0 million and can borrow an additional $50.0 million, subject to mutual agreement with HCRP, up to twelve months after the closing date. Under the terms of the Royalty-Backed Loan, the lenders have no recourse to us or to any of our assets other than the right to receive royalty payments from the commercial sales of RELISTOR products owed under our agreement with Valeant. The RELISTOR royalty payments will be used to repay the principal and interest on the loan. The Royalty-Backed Loan bears interest at a per annum rate of 9.5%.

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - Continued

Under the terms of the loan agreement, payments of interest and principal, if any, under the loan will be made on the last day of each calendar quarter out of RELISTOR royalty payments received since the immediately-preceding payment date. On each payment date prior to March 31, 2018, RELISTOR royalty payments received since the immediately preceding payment date will be applied solely to the payment of interest on the loan, with any royalties in excess of the interest amount retained by us. Beginning on March 31, 2018, 50% of RELISTOR royalty payments received since the immediately-preceding payment date in excess of accrued interest on the loan will be used to repay the principal of the loan, with the balance retained by us. Starting on September 30, 2021, all of the RELISTOR royalties received since the immediately-preceding payment date will be used to repay the interest and outstanding principal balance until the balance is fully repaid. The loan has a maturity date of June 30, 2025. Upon the occurrence of certain triggers in the loan agreement, or if HCRP so elects on or after January 1, 2018, all of the RELISTOR royalty payments received after the immediately-preceding payment date shall be applied to the payment of interest and repayment of principal until the principal of the loan is fully repaid. In the event of such an election by HCRP, we have the right to repay the loan without any prepayment penalty.

In connection with the Royalty-Backed Loan, we paid HCRP a lender fee of $0.5 million and incurred additional debt issuance costs totaling $0.9 million, which includes expenses that we paid on behalf of HCRP and expenses incurred directly by us. Debt issuance costs and the lender fee have been netted against the debt as of March 31, 2017, and are being amortized over the estimated term of the debt using the effective interest method. For the three months ended March 31, 2017, we recognized interest expense, including amortization of the debt discount, related to the Royalty-Backed Loan, of $1.3 million. On March 31, 2017, we paid HCRP the accrued interest due for the quarter of $1.2 million.

The assumptions used in determining the expected repayment term of the debt and amortization period of the issuance costs require that we make estimates that could impact the short- and long-term classification of these costs, as well as the period over which these costs will be amortized. As of March 31, 2017, the outstanding balance of the Royalty-Backed Loan was $49.5 million, inclusive of payment-in-kind interest expense of $0.8 million and net of unamortized debt discount of $1.3 million.

As of March 31, 2017, we were in compliance with all material covenants under the Royalty-Backed Loan and there was no material adverse change in our business, operations, or financial conditions, as defined in the loan agreement.

Note 10. Stockholders' Equity

Common Stock and Preferred Stock

We are authorized to issue 160.0 million shares of our common stock, par value $0.0013, and 20.0 million shares of preferred stock, par value $0.001. The Board of Directors (the "Board") has the authority to issue common and preferred shares, in series, with rights and privileges as determined by the Board.

Shelf Registration

During the first quarter of 2017, we established a $250.0 million replacement shelf registration statement.

Accumulated Other Comprehensive Loss

The following table summarizes the components of AOCL at March 31, 2017 (in thousands):

	Foreign
	Currency
	Translation			AOCL
Balance at January 1, 2017	$	(85	)	$	(85	)
Foreign currency translation adjustment		18			18
Balance at March 31, 2017	$	(67	)	$	(67	)

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - Continued

We did not have any reclassifications out of AOCL to losses during the three months ended March 31, 2017 or 2016.

Note 11. Stock-Based Compensation

Equity Incentive Plans

We adopted the following stockholder-approved equity incentive plans:

●     The 1996 Amended Stock Incentive Plan (the "1996 Plan") authorized the issuance of up to 5,000,000 shares of our common stock covering several different types of awards, including stock options, restricted shares, stock appreciation rights, performance shares, and phantom stock. The 1996 Plan was terminated in 2006. Options granted before termination of the 1996 Plan will continue to remain outstanding until exercised, cancelled, or expired.

●     The 2005 Stock Incentive Plan (the “2005 Plan”), pursuant to which we are authorized to issue up to 11,450,000 shares of common stock covering several different types of awards, including stock options, restricted shares, stock appreciation rights, performance shares, and phantom stock. The 2005 Plan will terminate on March 25, 2024.

The stock option plans provide that options may be granted at an exercise price of 100% of fair market value of our common stock on the date of grant, may be exercised in full or in installments, at the discretion of the Board or its Compensation Committee, and must be exercised within ten years from date of grant. Stock options generally vest pro rata over three to five years. We recognize stock-based compensation expense on a straight-line basis over the requisite service (vesting) period based on fair values. We use historical data to estimate expected employee behaviors related to option exercises and forfeitures and included these expected forfeitures as a part of the estimate of stock-based compensation expense as of the grant date. We adjust the total amount of stock-based compensation expense 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.

Stock Options

The following table summarizes stock options activity for the three months ended March 31, 2017 (in thousands, except per share data or as otherwise noted):

						Weighted
				Weighted		Average
	Number			Average		Remaining
	of Shares			Exercise Price		Contractual Life
Outstanding at January 1, 2017		4,887		$	7.57		5.81
Granted		941		$	11.30
Exercised		(35	)	$	6.62
Cancelled		(46	)	$	6.36
Expired		(28	)	$	26.66
Outstanding at March 31, 2017		5,719		$	8.11		6.29
Exercisable at March 31, 2017		3,889		$	7.96		4.86
Vested and expected to vest at March 31, 2017		5,285		$	8.04		6.03

The weighted average fair value of options granted during the three months ended March 31, 2017 and 2016 was $7.60 and $3.07 per share, respectively.

The total intrinsic value (the excess of the market price over the exercise price) was approximately $15.1 million for stock options outstanding, $11.6 million for stock options exercisable, and $14.5 million for stock options vested and expected to vest as of March 31, 2017. The total intrinsic value for stock options exercised during the three months ended March 31, 2017 was approximately $167 thousand. No stock options were exercised during the three months ended March 31, 2016.

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PROGENICS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - Continued

We do not expect to realize any tax benefits from our stock option activity or the recognition of stock-based compensation expense, because we currently have net operating losses and have a full valuation allowance against our deferred tax assets.

Stock-Based Compensation Expense

We account for stock-based awards issued to employees in accordance with the provisions of ASC 718 (Topic 718, Compensation – Stock Compensation). We recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally three to five years. Stock-based awards issued to consultants are accounted for in accordance with the provisions of ASC 718 and ASC 505-50 (Subtopic 50 “Equity-Based Payments to Non-Employees” of Topic 505, Equity). Options granted to consultants are periodically revalued as the options vest, and are recognized as an expense over the related period of service or the vesting period, whichever is longer. Under the provisions of ASC 718, members of the Board are considered employees for calculation of stock-based compensation expense.

We estimated the fair value of the stock options granted on the date of grant using a Black-Scholes valuation model that used the weighted average assumptions noted in the following table. The risk-free interest rate assumption we use is based upon United States Treasury interest rates appropriate for the expected life of the awards. The expected life (estimated period of time that we expect employees, directors, and consultants to hold their stock options) was estimated based on historical rates for three group classifications, (i) employees, (ii) outside directors and officers, and (iii) consultants. Expected volatility was based on historical volatility of our stock price for a period equal to the stock option's expected life and calculated on a daily basis. The expected dividend rate is zero since we do not currently pay cash dividends on our common stock and do not anticipate doing so in the foreseeable future.

	Three Months Ended
	March 31,
	2017			2016
Risk-free interest rate		2.22	%		1.55	%
Expected life (in years)		6.73			6.71
Expected volatility		72	%		75	%
Expected dividend yield		--			--

Stock-based compensation expense for the three months ended March 31, 2017 and 2016 was recorded in our condensed consolidated statement of operations as follows (in thousands):

	Three Months Ended
	March 31,
	2017		2016
Research and development expenses	$	235	$	275
General and administrative expenses		368		301
Total stock-based compensation expense	$	603	$	576

At March 31, 2017, unrecognized stock-based compensation expense related to stock options was approximately $7.5 million and is expected to be recognized over a weighted average period of approximately 2.78 years.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to assist the reader in understanding the business of Progenics Pharmaceuticals, Inc. and its subsidiaries (the "Company," "Progenics," "we," or "us"). MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, 2016. Our results of operations discussed in MD&A are presented in conformity with accounting principles generally accepted in the U.S. ("GAAP"). We operate under a single research and development business segment. Therefore, our results of operations are discussed on a consolidated basis.

Note Regarding Forward-Looking Statements

This document and other public statements we make may contain 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. Statements contained in this communication that refer to our estimated or anticipated future results or other non-historical facts are forward-looking statements that reflect our current perception of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as "anticipate," "believe," "plan," "could," "should, "estimate," "expect" "forecast," "outlook," "guidance," "intend," "may," "might," "will," "possible," "potential," "predict," "project," or other similar words, phrases or expressions. Such statements are predictions only, and are subject to risks and uncertainties that could cause actual events or results to differ materially. 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 between forward-looking statements and our actual results, performance or achievement 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 which appear to be promising in early trials will not demonstrate efficacy or safety in larger-scale trials; the sales of RELISTOR^® and other products by our partners and the revenue and income generated for us thereby may not meet expectations; 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 and other dispute resolution, environmental and other risks; the risk that we may not be able to obtain sufficient capital, recruit and retain employees, enter into favorable collaborations or transactions, or other relationships or that existing or future relationships or transactions 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 to which we are subject 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, that any of our other programs will result in a commercial product, or that we will be able to successfully complete our integration of EXINI Diagnostics AB ("EXINI") and to develop and commercialize its products.

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We do not have a policy of updating or revising forward-looking statements and, except as expressly required by law, we disclaim any intent or obligation to update or revise 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.

Overview

Business

We develop innovative medicines and other technologies to target and treat cancer. Our pipeline includes: (1) therapeutic agents designed to precisely target cancer (AZEDRA^® and 1095), (2) PSMA-targeted imaging agents for prostate cancer (1404 and PyL^TM), and (3) imaging analysis tools. Our first commercial product, RELISTOR (methylnaltrexone bromide) for opioid-induced constipation, is partnered with Valeant Pharmaceuticals International, Inc. (“Valeant”).

We have licensed RELISTOR to Valeant, and have partnered other internally-developed or acquired compounds and technologies with third parties. We continue to consider opportunities for strategic collaborations, out-licenses and other arrangements with biopharmaceutical companies involving proprietary research, development and clinical programs, and may in the future also in-license or acquire additional oncology compounds and/or programs.

Pipeline

Our goal is to become a preeminent, patient-centric oncology company and we intend to make a difference in how patients with prostate cancer, pheochromocytoma, and paraganglioma are diagnosed and treated. Our pipeline includes the following products and product candidates:

Product / Candidate	Description	Status
Ultra-Orphan Theranostic
AZEDRA	Treatment of malignant and/or recurrent pheochromocytoma and paraganglioma	Phase 2b registrational study achieved primary endpoint under a Special Protocol Assessment agreement with the U.S. Food and Drug Administration ("FDA"); New Drug Application expected to be submitted by mid-2017; an Expanded Access Program in progress
Prostate Cancer Theranostics
1404	Technetium-99m labeled PSMA targeted SPECT/CT imaging agent for prostate cancer	Phase 3 trial in progress
PyL	Fluorinated PSMA-targeted PET/CT imaging agent for prostate cancer	Phase 2/3 trial in progress
1095	Iodine-131 labeled PSMA-targeted small molecule therapeutic for treatment of metastatic prostate cancer	Phase 1 trial in progress
PSMA TTC (Targeted Thorium Conjugate) (antibody licensed to Bayer)	Thorium-227 labeled PSMA-targeted antibody therapeutic for treatment of metastatic prostate cancer	Preclinical development in progress
Prostate cancer bone scan indexing products	Software that quantifies the hotspots on bone scans and automatically calculates the bone scan index value	Automated BSI is currently sold in Europe and Japan; a web-based version is available without charge to researchers in the U.S.; the product has a 510(k) clearance from the FDA
Opioid-Induced Constipation ("OIC") Treatment
RELISTOR-Subcutaneous injection (licensed to Valeant)	Treatment of OIC in adults with chronic non-cancer pain and treatment of OIC in advanced-illness adult patients receiving palliative care when laxative therapy has not been sufficient	Sold in the U.S., European Union, and Canada
RELISTOR-Oral Tablets (licensed to Valeant)	Treatment of OIC in adults with chronic non-cancer pain	Approved by the FDA on July 19, 2016; U.S. commercialization commenced in third quarter of 2016

We continue to consider opportunities for strategic collaborations, out-licenses, and other arrangements with biopharmaceutical companies involving proprietary research, development, clinical, and commercialization programs, and may in the future also in-license or acquire additional oncology compounds and/or programs.

Under our agreement with Valeant, we received a development milestone of $40.0 million upon U.S. marketing approval for subcutaneous RELISTOR in non-cancer pain patients in 2014, and a development milestone of $50.0 million for the U.S. marketing approval of an oral formulation of RELISTOR in 2016. We are also eligible to receive up to $200.0 million of commercialization milestone payments upon achievement of specified U.S. sales targets, including:

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● $10 million based on the first achievement of combined U.S. net sales in excess of $100 million in any single calendar year;

● $15 million based on the first achievement of combined U.S. net sales in excess of $150 million in any single calendar year;

● $20 million based on the first achievement of combined U.S. net sales in excess of $200 million in any single calendar year;

● $30 million based on the first achievement of combined U.S. net sales in excess of $300 million in any single calendar year;

● $50 million based on the first achievement of combined U.S. net sales in excess of $750 million in any single calendar year; and

● $75 million based on the first achievement of combined U.S. net sales in excess of $1 billion in any single calendar year.

Each commercialization milestone payment is payable one time only, regardless of the number of times the condition is satisfied, and all six payments could be made within the same calendar year. We are also eligible to receive royalties from Valeant and its affiliates based on the following royalty scale: 15% on worldwide net sales up to $100 million, 17% on the next $400 million in worldwide net sales, and 19% on worldwide net sales over $500 million each calendar year, and 60% of any upfront, milestone, reimbursement or other revenue (net of costs of goods sold, as defined, and territory-specific research and development expense reimbursement) Valeant receives from sublicensees outside the U.S.

Valeant has also entered into license and distribution agreements to expand its sales channels outside of the U.S. for RELISTOR.

Under our agreement with a subsidiary of Bayer AG (“Bayer”), we received an upfront payment of $4.0 million and milestone payments totaling $3.0 million and could receive up to an additional $46.0 million in potential clinical and regulatory development milestones. We are also entitled to single digit royalties on net sales, and potential net sales milestone payments up to an aggregate total of $130.0 million.

Results of Operations

The following table is an overview of our results of operations (in thousands, except percentages):

	Three Months Ended
	March 31,
	2017			2016			Change
Total revenue	$	2,347		$	2,450			(4%	)
Operating expenses	$	17,600		$	15,166			(16%	)
Operating loss	$	(15,253	)	$	(12,716	)		(20%	)
Net loss	$	(16,360	)	$	(12,673	)		(29%	)
Net loss attributable to Progenics	$	(16,360	)	$	(12,655	)		(29%	)

Revenue

Our sources of revenue include license and other agreements with Valeant and other collaborators and, to a small extent, sale of research reagents. The following table is a summary of our worldwide revenue (in thousands, except percentages):

	Three Months Ended
	March 31,
Source	2017		2016		Change
Royalty income	$	2,119	$	2,189		-3	%
License revenue		215		242		-11	%
Other revenue		13		19		-32	%
Total revenue	$	2,347	$	2,450		-4	%

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Royalty income. We recognized royalty income primarily based on the below net sales of RELISTOR as reported to us by Valeant (in thousands). The royalty income recognized during the three months ended March 31, 2016 is net of a 2015 adjustment.

	Three Months Ended
	March 31,
	2017		2016		Change
U.S.	$	13,500	$	15,500		-13	%
Outside U.S.		600		1,100		-45	%
Worldwide net sales of RELISTOR	$	14,100	$	16,600		-15	%

The decrease in worldwide net sales of RELISTOR of $2.5 million in the three months ended March 31, 2017 compared to the same period in 2016 was primarily attributable to lower unit sales.

Operating Expenses

The following table is a summary of our operating expenses (in thousands, except percentages):

	Three Months Ended
	March 31,
Operating Expenses	2017		2016		Change
Research and development	$	10,005	$	9,149		(9	%)
General and administrative		5,695		5,817		2	%
Change in contingent consideration liability		1,900		200		(850	%)
Total operating expenses	$	17,600	$	15,166		(16	%)

Research and Development (“R&D”) 

R&D expenses increased by $0.9 million, or 9%, during the three months ended March 31, 2017, compared to the same period in 2016. The increase was primarily attributable to higher clinical trial and contract manufacturing expenses for PyL, partially offset by lower compensation expense.

General and Administrative (“G&A”)

G&A expenses decreased by $0.1 million, or 2%, during the three months ended March 31, 2017, compared to the same period in 2016. The decrease was primarily attributable to lower depreciation and compensation expenses, partially offset by higher costs associated with pre-launch activities for AZEDRA.

Change in Contingent Consideration Liability

The increase in the contingent consideration liability of $1.9 million during the three months ended March 31, 2017 resulted primarily from an increase in the probability of success of AZEDRA used to calculate the potential milestone payments to former Molecular Insight Pharmaceuticals, Inc. stockholders. On March 30, 2017, we announced the achievement of the primary endpoint in our registrational Phase 2b trial of AZEDRA under a Special Protocol Assessment agreement with the FDA.

23

Table of Contents

Other (Expense) Income

The following table is a summary of our other (expense) income (in thousands, except percentages):

	Three Months Ended
	March 31,
	2017			2016		Change
Interest (expense) income, net	$	(1,107	)	$	43		-2674	%
Other (expense) income, net	$	(1,107	)	$	43		-2674	%

Other expense, net increased by $1.2 million, or 2,674%, during the three months ended March 31, 2017 compared to the same period in 2016. The decrease was primarily attributable to interest expense on the RELISTOR royalty-backed loan, which was executed in November 2016.

Liquidity and Capital Resources

The following table is a summary of selected financial data (in thousands):

	March 31,		December 31,
	2017		2016
Cash and cash equivalents	$	126,306	$	138,909
Accounts receivable, net	$	2,097	$	4,864
Total assets	$	182,854	$	198,986
Working capital	$	117,726	$	131,744

We have to-date funded operations principally through payments received from private placements of equity securities, public offerings of our common stock, up-front payments, development milestones, and royalties from license agreements, and proceeds from the exercise of stock options.

At March 31, 2017, we held $126.3 million in cash and cash equivalents, a decrease of $12.6 million from $138.9 million at December 31, 2016. We believe our existing balances of cash and cash equivalents will be sufficient to satisfy our working capital needs, capital asset purchases, outstanding commitments, and other liquidity requirements associated with our existing operations over the next twelve (12) months.

If we do not realize sufficient royalties or milestone payments from Valeant, Bayer, or other licensees, or raise additional capital, we will have to reduce, delay, or eliminate spending on certain programs, and/or take other economic measures.

During the first quarter of 2017, we filed a $250.0 million replacement shelf registration statement, which was declared effective as of January 19, 2017. During this quarter, we also entered into a controlled equity offering sales agreement (“Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), as sales agent, pursuant to which we may offer and sell through Cantor, from time to time, shares of our common stock up to an aggregate offering price of $75.0 million. This Sales Agreement may be terminated by Cantor or us at any time upon ten (10) days’ notice, or by Cantor at any time in certain circumstances, including the occurrence of a material adverse change in our business or financial condition.

Cash Flows

The following table is a summary of our cash flow activities (in thousands):

	Three Months Ended
	March 31,
	2017			2016
Net cash used in operating activities	$	(12,747	)	$	(7,967	)
Net cash used in investing activities	$	(113	)	$	(494	)
Net cash provided by financing activities	$	232		$	-

24

Table of Contents

Operating Activities

Net cash used in operating activities during the three months ended March 31, 2017 was primarily attributable to operating expenses, net of non-cash items.

Investing Activities

Net cash used in investing activities during the three months ended March 31, 2017 was primarily related to capital expenditures, partially offset by proceeds from the sale of fixed assets.

Financing Activities

Net cash provided by financing activities during the three months ended March 31, 2017 was related to proceeds from the exercise of stock options.

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 U.S. Our significant accounting policies are disclosed in Note 2. Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. 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. We evaluate these estimates on an ongoing basis. We base these estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances. The results of these evaluations 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, they are subject to a number of factors and uncertainties regarding their ultimate outcome and, therefore, actual results could differ from these estimates.

There have been no changes to our critical accounting policies and estimates as of and for the three months ended March 31, 2017, which are disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Recent Accounting Developments

Refer to our discussion of recently adopted accounting pronouncements and other recent accounting pronouncements in Note 2. New Accounting Pronouncements to the accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our primary investment objective is to preserve principal. Our money market funds have interest rates that were variable and totaled $122.3 million at March 31, 2017. As a result, we do not believe that these investment balances have a material exposure to interest-rate risk.

The majority of our business is conducted in U.S. dollars. However, we do conduct certain transactions in other currencies, including Euros, British Pounds, Swiss Francs, and Swedish Krona. Historically, fluctuations in foreign currency exchange rates have not materially affected our condensed consolidated results of operations, and during the three months ended March 31, 2017 and 2016, our consolidated results of operations were not materially affected by fluctuations in foreign currency exchange rates.

25

Table of Contents

Item 4. 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 ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosures. 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 certain 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 senior management, including our CEO and CFO, 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 upon the foregoing, our CEO and CFO concluded that our current disclosure controls and procedures, as designed and implemented, were effective at the reasonable assurance level.

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 last fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There have been no other material changes from the information discussed in Part I, Item 3. Legal Proceedings of our Annual Report on Form 10-K for the year ended December 31, 2016. We are or may be from time to time involved in various other disputes, governmental, and/or regulatory inspections, inquiries, investigations, and proceedings that could result in litigation, and other litigation matters that arise from time to time. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters will adversely affect us, our results of operations, financial condition, and cash flows. Refer to our discussion in Note 8. Commitments and Contingencies to the accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes from the information discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2016. You should carefully consider the risks and uncertainties we discussed in our Form 10-K before deciding to invest in, or retain, shares of our common stock. These are not the only risks and uncertainties that we face. Additional risks and uncertainties that we do not currently know about or that we currently believe are immaterial, or that we have not predicted, may also harm our business operations or adversely affect us. If any of these risks or uncertainties actually occurs, our business, financial condition, operating results, or liquidity could be materially harmed.

Item 5. Material Changes to Board Nomination Procedures

On January 25, 2017, the Board of Directors of Progenics approved an amendment and restatement of Progenics’ bylaws to establish advance notice requirements for stockholders to make nominations of persons for election to the Board or propose other business at any annual or special meeting of stockholders. A further section was added to the bylaws to permit, commencing after the 2017 annual meeting of stockholders, a stockholder, or a group of no more than twenty (20) stockholders, owning at least three percent of Progenics’ outstanding common stock continuously for at least three years, to nominate and include in Progenics’ proxy materials for an annual meeting of stockholders qualified director nominees constituting up to the greater of two or 25% of the total number of directors then serving on the Board, whichever is greater. The foregoing is a summary, does not purport to be a complete description of the amendments to the Progenics’ bylaws, and is qualified in its entirety by reference to their text, attached as Exhibit 3.2 to the Current Report on Form 8-K, filed on January 30, 2017 and incorporated by reference herein.

26

Table of Contents

Item 6. Exhibits

(a) Exhibits

Exhibit Number	Description
10.53(1)	Controlled Equity Offering Sales Agreement, dated as of January 6, 2017, by and between Progenics Pharmaceuticals, Inc. and Cantor Fitzgerald & Co.
31.1	Certification of Mark R. Baker, Chief Executive Officer of the Registrant, pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Patrick Fabbio, Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of the Registrant, pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data Files:
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Document

*     The exhibit footnoted as previously filed has been filed as an exhibit to the document of the Registrant or other registrant referenced in the footnote below, and are incorporated by reference herein.

⁽¹⁾ Previously filed as Exhibit 1.1 to the registration statement on Form S-3 filed on January 6, 2017.

27

Table of Contents

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 thereunto duly authorized.

	PROGENICS PHARMACEUTICALS, INC.
Date: May 4, 2017	By:	/s/ Patrick Fabbio
		Patrick Fabbio Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

28

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, Mark R. Baker, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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, including its consolidated subsidiaries, is made known to us by others within those entities, 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 auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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/ Mark R. Baker
Date: May 4, 2017	Mark R. Baker Chief Executive 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, Patrick Fabbio, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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, including its consolidated subsidiaries, is made known to us by others within those entities, 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 auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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/ Patrick Fabbio
Date: May 4, 2017	Patrick Fabbio Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT 

TO 18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in his capacity as an officer of Progenics Pharmaceuticals, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 4, 2017	/s/ Mark R. Baker
	Mark R. Baker Chief Executive Officer (Principal Executive Officer)
	/s/ Patrick Fabbio
	Patrick Fabbio Senior Vice President and Chief Financial Officer (Principal Financial and Accounting 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. 

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 01, 2017
Document Information [Line Items]
Entity Registrant Name	Progenics Pharmaceuticals Inc
Entity Central Index Key	0000835887
Trading Symbol	pgnx
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		70,225,199
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
ASSETS
Cash and cash equivalents	$ 126,306	$ 138,909
Accounts receivable, net	2,097	4,864
Other current assets	3,676	4,328
Total current assets	132,079	148,101
Property and equipment, net	4,702	4,760
Intangible assets, net	30,528	30,581
Goodwill	13,074	13,074
Other assets	2,471	2,470
Total assets	182,854	198,986
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	971	567
Accrued expenses	12,705	15,764
Other current liabilities	677	26
Total current liabilities	14,353	16,357
Long-term debt, net	48,850	49,453
Contingent consideration liability	16,100	14,200
Deferred tax liability	13,010	13,010
Other liabilities	1,286	1,204
Total liabilities	93,599	94,224
Commitments and Contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value Authorized - 20,000 shares; issued and outstanding - none	0	0
Common stock, $0.0013 par value Authorized - 160,000 shares; issued - 70,425 shares in 2017 and 70,390 shares in 2016	92	92
Additional paid-in capital	598,904	598,069
Treasury stock at cost, 200 shares of common stock	(2,741)	(2,741)
Accumulated other comprehensive loss	(67)	(85)
Accumulated deficit	(506,933)	(490,573)
Total stockholders’ equity	89,255	104,762
Total liabilities and stockholders’ equity	$ 182,854	$ 198,986

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands	Mar. 31, 2017	Dec. 31, 2016
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	20,000	20,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par vaule (in dollars per share)	$ 0.0013	$ 0.0013
Common stock, shares authorized (in shares)	160,000	160,000
Common stock, shares issued (in shares)	70,425	70,390
Treasury stock, shares (in shares)	200	200

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue:
Royalty income	$ 2,119	$ 2,189
License revenue	215	242
Other revenue	13	19
Total revenue	2,347	2,450
Operating expenses:
Research and development	10,005	9,149
General and administrative	5,695	5,817
Change in contingent consideration liability	1,900	200
Total operating expenses	17,600	15,166
Operating loss	(15,253)	(12,716)
Other (expense) income:
Interest (expense) income, net	(1,107)	43
Total other (expense) income	(1,107)	43
Net loss	(16,360)	(12,673)
Net loss attributable to noncontrolling interests		(18)
Net loss attributable to Progenics	$ (16,360)	$ (12,655)
Net loss per share attributable to Progenics - basic and diluted (in dollars per share)	$ (0.23)	$ (0.18)
Weighted-average shares - basic and diluted (in shares)	70,196	69,946

XML

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net loss	$ (16,360)	$ (12,673)
Other comprehensive loss:
Foreign currency translation adjustments	18	(69)
Comprehensive loss	(16,342)	(12,742)
Comprehensive loss attributable to noncontrolling interests		(21)
Comprehensive loss attributable to Progenics	$ (16,342)	$ (12,721)

XML

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Treasury Stock [Member]	Noncontrolling Interest [Member]	Total
Balance (in shares) at Dec. 31, 2016	70,390				(200)
Balance at Dec. 31, 2016	$ 92	$ 598,069	$ (490,573)	$ (85)	$ (2,741)	$ 104,762	$ 104,762
Net loss			(16,360)			(16,360)	(16,360)
Foreign currency translation adjustments				18		18	$ 18
Stock-based compensation expense		603				603
Exercise of stock options (in shares)	35						35
Exercise of stock options		232				232
Balance (in shares) at Mar. 31, 2017	70,425				(200)
Balance at Mar. 31, 2017	$ 92	$ 598,904	$ (506,933)	$ (67)	$ (2,741)	$ 89,255	$ 89,255

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net loss	$ (16,360)	$ (12,673)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	256	751
Stock-based compensation expense	603	576
Gain on sale of fixed assets	(15)	(112)
Paid in-kind interest	(13)	0
Non-cash interest expense	61	0
Change in fair value of contingent consideration liability	1,900	200
Changes in assets and liabilities:
Accounts receivable	2,767	1,204
Other current assets	638	448
Other assets	(1)
Accounts payable	402	1,156
Accrued expenses	(3,066)	513
Other current liabilities	0	(59)
Other liabilities	81	29
Net cash used in operating activities	(12,747)	(7,967)
Cash flows from investing activities:
Purchases of property and equipment	(145)	(607)
Proceeds from sale of fixed assets	32	113
Net cash used in investing activities	(113)	(494)
Cash flows from financing activities:
Proceeds from exercise of stock options	232
Net cash provided by financing activities	232
Effect of currency rate changes on cash and cash equivalents	25	33
Net decrease in cash and cash equivalents	(12,603)	(8,428)
Cash and cash equivalents at beginning of period	138,909	74,103
Cash and cash equivalents at end of period	$ 126,306	$ 65,675

XML

Note 1 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Business Description and Accounting Policies [Text Block]

Note

1.

Summary of Significant Accounting Policies

Business

Progenics Pharmaceuticals, Inc. and its subsidiaries (“the Company,” “Progenics,” “we,” or “us”) develop innovative medicines and other technologies to target and treat cancer. Our pipeline includes:

1)

therapeutic agents designed to precisely target cancer (AZEDRA

®

and

1095),

2)

PSMA-targeted imaging agents for prostate cancer

(1404

and PyL

TM

), and

3)

imaging analysis tools.

In

February

2011,

we licensed our

first

commercial drug, RELISTOR

®

(methylnaltrexone bromide) subcutaneous injection for the treatment of opioid induced constipation (“OIC”), to Salix Pharmaceuticals, Inc. (a wholly-owned subsidiary of Valeant Pharmaceuticals International, Inc. (“Valeant”)). In

September

2014,

RELISTOR received an expanded approval from the U.S. Food and Drug Administration ("FDA") for the treatment of OIC in patients taking opioids for chronic non-cancer pain, and in

July

2016,

RELISTOR Tablets were approved by the FDA for the treatment of OIC in adults with chronic non-cancer pain. We have in the past and continue to consider opportunities for strategic collaborations, out-licenses, and other arrangements with biopharmaceutical companies involving proprietary research, development and clinical programs, and

may

in the future also in-license or acquire additional oncology compounds and/or programs.

Our current principal sources of revenue from operations are royalty, development and commercial milestones, and sublicense revenue-sharing payments from Valeant relating to RELISTOR. Royalty and further milestone payments from RELISTOR depend on success in development and commercialization, which is dependent on many factors, such as Valeant’s efforts, decisions by the FDA and other regulatory bodies, competition from drugs for the same or similar indications, and the outcome of clinical and other testing of RELISTOR.

We commenced principal operations in

1988,

became publicly traded in

1997,

and throughout have been engaged primarily in research and development efforts, establishing corporate collaborations and related activities. Certain of our intellectual property rights are held by wholly owned subsidiaries. All of our U.S. operations are presently conducted at our headquarters in New York, and the operations of our foreign subsidiary, EXINI Diagnostics A.B. (“EXINI”), are conducted at our facility in Lund, Sweden. We operate under a single research and development operating segment.

Liquidity

At

March

31,

2017,

we had

$126.3

million of cash and cash equivalents, a decrease of

$12.6

million from

$138.9

million at

December

31,

2016.

We expect that this amount will be sufficient to fund operations as currently anticipated beyond

one

year from the filing date of this Form

10

-Q. We have historically funded our operations to a significant extent from capital-raising and we expect to require additional funding in the future, the availability of which is never guaranteed and

may

be uncertain. We expect that we

may

continue to incur operating losses for the foreseeable future.

Basis of Presentation

Our interim condensed consolidated financial statements have been prepared in accordance with applicable presentation requirements, and accordingly, do not include all information and disclosures necessary for a presentation of our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the U.S. ("GAAP"). In the opinion of management, these financial statements reflect all adjustments, consisting primarily of normal recurring accruals necessary for a fair statement of results for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year.

Our interim condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in our Annual Report on Form

10

-K for the year ended

December

31,

2016.

The year-end consolidated balance sheet data in these financial statements were derived from audited financial statements but do not include all disclosures required by GAAP. Certain prior period amounts in our condensed consolidated financial statements have been reclassified to conform to the current period presentation. Accounts payable, which was historically combined with accrued expenses on our consolidated balance sheet, has been presented as a separate line item for all periods presented in these unaudited condensed consolidated financial statements.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Progenics as well as its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

In

December

2015,

we commenced a judicial process in Sweden for acquiring the remaining shares of EXINI. On

December

8,

2016,

a Swedish arbitral tribunal awarded us advanced title to the remaining shares of EXINI and, as of that date, EXINI became a wholly-owned subsidiary with

100%

of the voting shares owned by us. We paid

$368

thousand to the minority interest shareholders in connection with the acquisition of the remaining shares of EXINI.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results

may

differ from those estimates.

Foreign Currency Translation

Each of our international subsidiaries generally considers their respective local currency to be their functional currency. Assets and liabilities of these international subsidiaries are translated into U.S. dollars at quarter-end exchange rates and revenues and expenses are translated at average exchange rates during the quarter and year-to-date period. Foreign currency translation adjustments for the reported periods are included in accumulated other comprehensive loss (“AOCL”) in our condensed consolidated statements of comprehensive loss, and the cumulative effect is included in the stockholders' equity section of our condensed consolidated balance sheets. Realized gains and losses denominated in foreign currencies are recorded in operating expenses in our condensed consolidated statements of operations and were not material to our consolidated results of operations for the

three

months ended

March

31,

2017

or

2016.

Property and Equipment

Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization of

$1.0

million and

$0.8

million as of

March

31,

2017

and

December

31,

2016,

respectively. The following table summarizes our property and equipment (in thousands):

	March 31,			December 31,
	2017			2016
Machinery and equipment	$	2,224		$	1,493
Leasehold improvements		1,716			1,640
Computer equipment		701			695
Furniture and fixtures		878			877
Construction in progress		221			893
Property and equipment, gross		5,740			5,598
Less - accumulated depreciation		(1,038	)		(838	)
Property and equipment, net	$	4,702		$	4,760

XML

Note 2 - New Accounting Pronouncemets

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Description of New Accounting Pronouncements Not yet Adopted [Text Block]

Note

2.

New Accounting Pronouncements

Recently Adopted

In

March

2016,

the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2016

-

09,

Compensation – Stock Compensation (Topic

718)

("ASU

2016

-

09").

The standard simplifies several aspects of accounting for stock-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification in the statement of cash flows. We adopted this standard on

January

1,

2017.

For the

three

months ended

March

31,

2017,

we recognized all excess tax benefits and tax deficiencies associated with exercise of stock options as income tax expense or benefit as a discrete event. The adoption of this ASU did not have a material impact on our consolidated financial statements.

Not Yet Adopted

In

January

2017,

the FASB issued ASU

2017

-

04

(“ASU

2017

-

04”),

Intangibles - Goodwill and Other (Topic

350):

Simplifying the Test for Goodwill Impairment

. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step

2

from the goodwill impairment test. Step

2

measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. ASU

2017

-

04

will be effective for the annual or any interim goodwill impairment tests in fiscal years beginning after

December

15,

2019.

Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after

January

1,

2017.

We do not expect the adoption of the new standard to have a material impact on our consolidated financial statements.

In

November

2016,

the FASB issued ASU No.

2016

-

18

(“ASU

2016

-

18”),

Statement of Cash Flows (Topic

230)

– Restricte

d Cash. For entities that have restricted cash and are required to present a statement of cash flows, ASU

2016

-

18

changes the cash flow presentation for restricted cash. ASU

2016

-

18

will be effective for annual reporting periods beginning after

December

15,

2017,

and interim periods within those annual periods. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements or statement of cash flows.

In

August

2016,

the FASB issued ASU No.

2016

-

15

(“ASU

2016

-

15”),

Statement of Cash Flows (Topic

230):

Classification of Certain Cash Receipts and Cash Payments

. The standard provides guidance on

eight

(8)

cash flow issues:

(1)

debt prepayment or debt extinguishment costs;

(2)

settlement of

zero

-coupon bonds;

(3)

contingent consideration payments after a business combination;

(4)

proceeds from the settlement of insurance claims;

(5)

proceeds from the settlement of corporate-owned life insurance policies;

(6)

distributions received from equity method investees;

(7)

beneficial interests in securitization transactions; and

(8)

separately identifiable cash flows and application of the predominance principle. ASU

2016

-

15

addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU

2016

-

15

is effective for fiscal years, and interim periods within those years, beginning after

December

15,

2017

with early adoption permitted. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements.

In

February

2016,

the FASB issued ASU No.

2016

-

02,

Leases (Topic

842)

("ASU

2016

-

02")

.

The standard requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. Additionally, ASU

2016

-

02

requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. ASU

2016

-

02

is effective for fiscal years, and interim periods within those fiscal years, beginning after

December

15,

2018.

Early application is permitted for all entities. We are currently evaluating the impact of this new standard on our consolidated financial statements.

In

January

2016,

the FASB issued ASU No.

2016

-

01,

Recognition and Measurement of Financial Assets and Financial Liabilities

("ASU

2016

-

01").

The standard requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, and separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. Additionally, ASU

2016

-

01

eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments on the balance sheet. ASU

2016

-

01

is effective for fiscal years, and interim periods within those fiscal years, beginning after

December

15,

2017.

Other than an amendment relating to presenting in comprehensive income the portion of the total change in the fair value of a liability resulting from a change in instrument-specific credit risk (if the entity has elected to measure the liability at fair value), early adoption is not permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

In

May

2014,

the FASB issued ASU No.

2014

-

09,

Revenue from Contracts with Customers (Topic

606)

("ASU

2014

-

09").

The standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. This ASU provides that an entity should recognize revenue to depict transfers of promised goods or services to customers in amounts reflecting the consideration to which the entity expects to be entitled in the transaction by:

(1)

identifying the contract;

(2)

identifying the contract's performance obligations;

(3)

determining the transaction price;

(4)

allocating the transaction price to the performance obligations; and

(5)

recognizing revenue when or as the entity satisfies the performance obligations. The guidance permits companies to apply the requirements either retrospectively to all prior periods presented or in the year of adoption through a cumulative adjustment by applying a modified retrospective transition method. ASU

2014

-

09

is effective for fiscal years, and interim periods within those fiscal years, beginning after

December

15,

2017.

Early adoption is permitted for annual reporting periods beginning after

December

 

15,

 

2016

and interim periods therein. In

2016,

the FASB issued several amendments to the standard, including principal versus agent considerations when another party is involved in providing goods or services to a customer and the process of identifying performance obligations. We are in the process of evaluating our significant revenue contracts and reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts and the impact the new standard might have on our consolidated financial statements and disclosures. In addition, we are in the process of identifying the appropriate changes to business processes, systems, and controls to support recognition and disclosure under the new standard. We expect to adopt the new revenue standard in the

first

quarter of

2018,

applying the modified retrospective transition method.

XML

Note 3 - Net Loss Per Share

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Earnings Per Share [Text Block]

Note

3.

Net Loss Per Share

Our basic net loss per share attributable to Progenics amounts have been computed by dividing net loss attributable to Progenics by the weighted-average number of common shares outstanding during the period. For the

three

months ended

March

31,

2017

and

2016,

we reported net losses and, accordingly, 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 (amounts in thousands, except per share data):

	Net loss			Weighted-average
	attributable			shares
	to Progenics			outstanding		Per share
	(Numerator)			(Denominator)		amount
Three months ended March 31, 2017
Basic and diluted	$	(16,360	)		70,196	$	(0.23	)
Three months ended March 31, 2016
Basic and diluted	$	(12,655	)		69,946	$	(0.18	)

The following table summarizes anti-dilutive common shares or common shares where performance conditions have not been met, that were excluded from the calculation of diluted net loss per share (in thousands):

	Three Months Ended March 31,
	2017		2016
Stock options		1,150		5,411
Contingent consideration liability		1,706		4,267
Total securities excluded		2,856		9,678

XML

Note 4 - Fair Value Measurements

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Fair Value Disclosures [Text Block]

Note

4.

Fair Value Measurements

To estimate the fair values of our financial assets and liabilities, we use valuation approaches within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is divided into

three

levels based on the source of inputs as follows:

● Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access

● Level 2 – Valuations for which all significant inputs are observable, either directly or indirectly, other than Level 1 inputs

● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement

The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used for measuring fair value

may

fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level of input used that is significant to the overall fair value measurement.

We believe the carrying amounts of our cash equivalents, accounts receivable, other current assets, other assets, accounts payable and accrued expenses approximated their fair values as of

March

31,

2017

and

December

31,

2016.

We record the contingent consideration liability resulting from our acquisition of Molecular Insight Pharmaceuticals, Inc. ("MIP") at fair value in accordance with Accounting Standards Codification ("ASC")

820

(Topic

820,

Fair Value Measurement

).

The following tables summarize each major class of our financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated, classified by valuation hierarchy (in thousands):

			Fair Value Measurements at March 31, 2017
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
	Balance at		Identical Assets		Inputs		Inputs
	March 31, 2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	122,351	$	122,351	$	-	$	-
Total assets	$	122,351	$	122,351	$	-	$	-
Liabilities:
Contingent consideration liability	$	16,100	$	-	$	-	$	16,100
Total liabilities	$	16,100	$	-	$	-	$	16,100

PROGENICS PHARMACEUTICALS, INC

.

NOTES TO

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(U

naudited)

- Continued

			Fair Value Measurements at December 31, 2016
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
	Balance at		Identical Assets		Inputs		Inputs
	December 31, 2016		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	137,340	$	137,340	$	-	$	-
Total assets	$	137,340	$	137,340	$	-	$	-
Liabilities:
Contingent consideration liability	$	14,200	$	-	$	-	$	14,200
Total liabilities	$	14,200	$	-	$	-	$	14,200

The estimated fair value of the contingent consideration liability of

$16.1

million as of

March

31,

2017,

represents future potential milestone payments to former MIP stockholders. We consider this liability a Level

3

instrument

(one

with significant unobservable inputs) in the fair value hierarchy. The estimated fair value was determined based on probability adjusted discounted cash flow and Monte Carlo simulation models that included significant estimates and assumptions pertaining to commercialization events and sales targets. The most significant unobservable inputs are the probabilities of achieving regulatory approval of the development projects and subsequent commercial success and discount rates.

Significant changes in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. Significant changes in the probabilities as to the periods in which milestones will be achieved would result in a significantly lower or higher fair value measurement, respectively. We record the contingent consideration liability at fair value with changes in estimated fair values recorded in change in contingent consideration liability in our condensed consolidated statements of operations.

The following table summarizes quantitative information and assumptions pertaining to the fair value measurement of the Level

3

inputs at

March

31,

2017

and

December

31,

2016

(in thousands). The increase in the contingent consideration liability of

$1.9

million during the

three

months ended

March

31,

2017

was primarily attributable to an increase in the estimated probability of success for AZEDRA given our successful completion of the registrational study and a reduction in the discount period.

	Fair Value at
	March 31,				Range
	2017		Valuation Technique	Unobservable Input	(Weighted-Average)
Contingent Consideration Liability:
AZEDRA commercialization	$	5,100	Probability adjusted discounted	Probability of success			72%
			cash flow model	Period of expected milestone achievement			2018
				Discount rate			10%
1404 commercialization		4,800	Probability adjusted discounted	Probability of success			59%
			cash flow model	Period of expected milestone achievement			2019
				Discount rate			10%
1095 commercialization		400	Probability adjusted discounted	Probability of success			16%
			cash flow model	Period of expected milestone achievement			2024
				Discount rate			10%
Net sales targets		5,800	Monte-Carlo simulation	Probability of success		16%	-	72%
				Discount rate			10%
Total	$	16,100

PROGENICS PHARMACEUTICALS, INC

.

NOTES TO

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(U

naudited)

- Continued

	Fair Value at
	December 31,				Range
	2016		Valuation Technique	Unobservable Input	(Weighted-Average)
Contingent Consideration Liability:
AZEDRA commercialization	$	3,800	Probability adjusted discounted	Probability of success		54%
			cash flow model	Period of expected milestone achievement		2018
				Discount rate		10%
1404 commercialization		4,700	Probability adjusted discounted	Probability of success		59%
			cash flow model	Period of expected milestone achievement		2019
				Discount rate		10%
1095 commercialization		400	Probability adjusted discounted	Probability of success		16%
			cash flow model	Period of expected milestone achievement		2024
				Discount rate		10%
Net sales targets		5,300	Monte-Carlo simulation	Probability of success	16%	-	59%
				Discount rate		10%
Total	$	14,200

For those financial instruments with significant Level

3

inputs, the following tables summarize the activities for the periods indicated:

	Liability - Contingent Consideration
	Fair Value Measurements Using
	Significant Unobservable Inputs
	(Level 3)
	For the Three Months Ended March 31,
	2017		2016
Balance at beginning of period	$	14,200	$	18,800
Fair value change included in net loss		1,900		200
Balance at end of period	$	16,100	$	19,000
Changes in unrealized gains or losses for the period
included in earnings (or changes in net assets) for
liabilities held at the end of the reporting period	$	1,900	$	200

XML

Note 5 - Accounts Receivable

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Note

5.

Accounts Receivable

Our accounts receivable represent amounts due to us from collaborators, royalties, and sales of research reagents, and consisted of the following at

March

31,

2017

and

December

31,

2016

(in thousands):

	March 31,		December 31,
	2017		2016
Royalties	$	1,847	$	2,407
Collaborators		202		2,000
Other		48		457
Accounts receivable, net	$	2,097	$	4,864

XML

Note 6 - Goodwill, In-process Research and Development, and Other Intangible Assets

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

Note

6.

Goodwill, In-Process Research and Development, and Other Intangible Assets

The fair values of in-process research and development (“IPR&D”) and other identified intangible assets acquired in business combinations are capitalized. We utilize the “income method,” which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs or “replacement costs”, whichever is greater. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. This analysis is performed for each IPR&D project and other identified intangible assets, independently. IPR&D assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. Other identified intangible assets, which include the technology asset acquired as part of the EXINI business combination, are amortized over the relevant estimated useful life. The IPR&D assets are tested for impairment at least annually or when a triggering event occurs that could indicate a potential impairment and any impairment loss is recognized in our condensed consolidated statements of operations.

Goodwill represents excess consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not amortized, but is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. We determine whether goodwill

may

be impaired by comparing the fair value of the reporting unit (we have determined that we have only

one

reporting unit for this purpose), calculated as the product of shares outstanding and the share price as of the end of a period, to its carrying value (for this purpose, our total stockholders' equity).

No

goodwill impairment has been recognized as of

March

31,

2017

or

2016.

The following tables summarize the activity related to our goodwill and intangible assets (in thousands):

					Other
					Intangible
	Goodwill		IPR&D		Assets
Balance at January 1, 2017	$	13,074	$	28,700	$	1,881
Amortization expense		-		-		(53	)
Balance at March 31, 2017	$	13,074	$	28,700	$	1,828

	Goodwill		IPR&D		Other Intangible Assets
Balance at January 1, 2016	$	13,074	$	28,700	$	2,093
Amortization expense		-		-		(53	)
Balance at March 31, 2016	$	13,074	$	28,700	$	2,040

XML

Note 7 - Accrued Expenses

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note

7

. Accrued Expenses

The carrying value of our accrued expenses approximates fair value as it represents amounts that will be satisfied within

one

year. Accrued expenses consisted of the following at

March

31,

2017

and

December

31,

2016

(in thousands):

	March 31,		December 31,
	2017		2016
Loss contingency for litigation	$	4,000	$	4,000
Accrued legal and professional fees		1,003		1,123
Accrued consulting and clinical trial costs		5,487		6,933
Accrued payroll and related costs		1,015		1,957
Other		1,200		1,751
Accrued expenses	$	12,705	$	15,764

XML

Note 8 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note

8.

Commitments and Contingencies

We are or

may

be from time to time involved in various other disputes, governmental and/or regulatory inspections, inquiries, investigations, and proceedings that could result in litigation, and other litigation matters that arise from time to time. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters will adversely affect us, our results of operations, financial condition, and cash flows.

In each of the matters described in this filing or in

Note

10.

Commitments and Contingencies

to our consolidated financial statements in our Annual Report on Form

10

-K for the year ended

December

31,

2016,

plaintiffs seek an award of a not-yet-quantified amount of damages or an amount that is not material. In addition, a number of the matters pending against us are at very early stages of the legal process (which in complex proceedings of the sort faced by us often extend for several years). As a result, none of the matters described in this filing, except for the former employee litigation, have progressed sufficiently through discovery and/or development of important factual information and legal issues to enable us to estimate a range of possible loss, if any, or such amounts are not material. While it is not possible to accurately predict or determine the eventual outcomes of these items, an adverse determination in

one

or more of these items currently pending could have a material adverse effect on our consolidated results of operations, financial position, or cash flows.

Former Employee Litiga

tion

On

January

4,

2017,

we settled all claims against us under a federal action brought in

2010

by a former employee, where such former employee had complained that we had violated the anti-retaliation provisions of the Federal Sarbanes-Oxley law by terminating him. In connection with this settlement, we and the former employee exchanged mutual releases and we are to pay an aggregate sum of

$4.0

million to the former employee and his attorneys, which is included in accrued expenses on our consolidated balance sheet at

March

31,

2017.

We have

$1.7

million held by the District Court in escrow and recorded as restricted cash in other current assets on our consolidated balance sheet at

March

31,

2017.

Abbreviated New Drug Application Litigations

On

October

7,

2015

Progenics, Valeant and Wyeth LLC (Valeant’s predecessor as licensee of RELISTOR) received notification of a Paragraph IV certification for certain patents for RELISTOR

®

(methylnaltrexone bromide) subcutaneous injection, which are listed in the FDA's Approved Drug Products with Therapeutic Equivalence Evaluations, or the Orange Book. The certification resulted from the filing by Mylan Pharmaceuticals, Inc. of an Abbreviated New Drug Application (“ANDA”) with the FDA, challenging such patents for RELISTOR subcutaneous injection and seeking to obtain approval to market a generic version of RELISTOR subcutaneous injection before some or all of these patents expire.

On

October

28,

2015,

Progenics, Valeant and Wyeth LLC received a

second

notification of a Paragraph IV certification with respect to the same patents for RELISTOR subcutaneous injection from Actavis LLC as a result of Actavis LLC’s filing of an ANDA with the FDA, also challenging these patents and seeking to obtain approval to market a generic version of RELISTOR subcutaneous injection before some or all of these patents expire.

In

October

2016,

Progenics, Valeant, and Wyeth LLC received a notification of a Paragraph IV certification with respect to certain patents for RELISTOR Tablets. The certification accompanied the filing by Actavis LLC of an ANDA challenging such patents for RELISTOR Tablets and seeking to obtain approval to market a generic version of RELISTOR tablets before some or all of these patents expire.

In accordance with the Drug Price Competition and Patent Term Restoration Act (commonly referred to as the Hatch-Waxman Act), Progenics and Valeant timely commenced litigation against each of these ANDA filers in order to obtain an automatic stay of FDA approval of the ANDA until the earlier of (i)

30

months from receipt of the notice or (ii) a District Court decision finding that the identified patents are invalid, unenforceable or not infringed.

In addition to the above described ANDA notifications, in

October

2015

Progenics received notices of opposition to

three

European patents relating to methylnaltrexone. The oppositions were filed separately by each of Actavis Group PTC ehf. and Fresenius Kabi Deutschland GmbH.

Each of the above-described proceedings is in its early stages and Progenics and Valeant continue to cooperate closely to vigorously defend and enforce RELISTOR intellectual property rights. Pursuant to the RELISTOR license agreement between Progenics and Valeant, Valeant has the

first

right to enforce the intellectual property rights at issue and is responsible for the costs of such enforcement.

XML

Note 9 - Non-recourse Long-term Debt, Net

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Debt Disclosure [Text Block]

9.

Non-Recourse Long-Term Debt, Net

In

November

2016,

through a new wholly-owned subsidiary MNTX Royalties Sub LLC (“MNTX Royalties”), we entered into a loan agreement (the “Royalty-Backed Loan”) with a fund managed by HealthCare Royalty Partners III, L.P. (“HCRP”). We borrowed

$50.0

million and can borrow an additional

$50.0

million, subject to mutual agreement with HCRP, up to

twelve

months after the closing date. Under the terms of the Royalty-Backed Loan, the lenders have no recourse to us or to any of our assets other than the right to receive royalty payments from the commercial sales of RELISTOR products owed under our agreement with Valeant. The RELISTOR royalty payments will be used to repay the principal and interest on the loan. The Royalty-Backed Loan bears interest at a per annum rate of

9.5%.

Under the terms of the loan agreement, payments of interest and principal, if any, under the loan will be made on the last day of each calendar quarter out of RELISTOR royalty payments received since the immediately-preceding payment date. On each payment date prior to

March

31,

2018,

RELISTOR royalty payments received since the immediately preceding payment date will be applied solely to the payment of interest on the loan, with any royalties in excess of the interest amount retained by us. Beginning on

March

31,

2018,

50%

of RELISTOR royalty payments received since the immediately-preceding payment date in excess of accrued interest on the loan will be used to repay the principal of the loan, with the balance retained by us. Starting on

September

30,

2021,

all of the RELISTOR royalties received since the immediately-preceding payment date will be used to repay the interest and outstanding principal balance until the balance is fully repaid. The loan has a maturity date of

June

30,

2025.

Upon the occurrence of certain triggers in the loan agreement, or if HCRP so elects on or after

January

1,

2018,

all of the RELISTOR royalty payments received after the immediately-preceding payment date shall be applied to the payment of interest and repayment of principal until the principal of the loan is fully repaid. In the event of such an election by HCRP, we have the right to repay the loan without any prepayment penalty.

In connection with the Royalty-Backed Loan, we paid HCRP a lender fee of

$0.5

million and incurred additional debt issuance costs totaling

$0.9

million, which includes expenses that we paid on behalf of HCRP and expenses incurred directly by us. Debt issuance costs and the lender fee have been netted against the debt as of

March

31,

2017,

and are being amortized over the estimated term of the debt using the effective interest method. For the

three

months ended

March

31,

2017,

we recognized interest expense, including amortization of the debt discount, related to the Royalty-Backed Loan, of

$1.3

million. On

March

31,

2017,

we paid HCRP the accrued interest due for the quarter of

$1.2

million.

The assumptions used in determining the expected repayment term of the debt and amortization period of the issuance costs require that we make estimates that could impact the short- and long-term classification of these costs, as well as the period over which these costs will be amortized. As of

March

31,

2017,

the outstanding balance of the Royalty-Backed Loan was

$49.5

million, inclusive of payment-in-kind interest expense of

$0.8

million and net of unamortized debt discount of

$1.3

million.

As of

March

31,

2017,

we were in compliance with all material covenants under the Royalty-Backed Loan and there was no material adverse change in our business, operations, or financial conditions, as defined in the loan agreement.

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Note 10 - Stockholders' Equity

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

Note

10.

Stockholders' Equity

Common Stock and Preferred Stock

We are authorized to issue

160.0

million shares of our common stock, par value

$0.0013,

and

20.0

million shares of preferred stock, par value

$0.001.

The Board of Directors (the "Board") has the authority to issue common and preferred shares, in series, with rights and privileges as determined by the Board.

Shelf Registration

During the

first

quarter of

2017,

we established a

$250.0

million replacement shelf registration statement.

Accumulated Other Comprehensive Loss

The following table summarizes the components of AOCL at

March

31,

2017

(in thousands):

	Foreign
	Currency
	Translation			AOCL
Balance at January 1, 2017	$	(85	)	$	(85	)
Foreign currency translation adjustment		18			18
Balance at March 31, 2017	$	(67	)	$	(67	)

We did

not

have any reclassifications out of AOCL to losses during the

three

months ended

March

31,

2017

or

2016.

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Note 11 - Stock-based Compensation

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note

11.

Stock-Based Compensation

Equity Incentive Plans

We adopted the following stockholder-approved equity incentive plans:

●     The

1996

Amended Stock Incentive Plan (the

"1996

Plan") authorized the issuance of up to

5,000,000

shares of our common stock covering several different types of awards, including stock options, restricted shares, stock appreciation rights, performance shares, and phantom stock. The

1996

Plan was terminated in

2006.

Options granted before termination of the

1996

Plan will continue to remain outstanding until exercised, cancelled, or expired.

●     The

2005

Stock Incentive Plan (the

“2005

Plan”), pursuant to which we are authorized to issue up to

11,450,000

shares of common stock covering several different types of awards, including stock options, restricted shares, stock appreciation rights, performance shares, and phantom stock. The

2005

Plan will terminate on

March

25,

2024.

The stock option plans provide that options

may

be granted at an exercise price of

100%

of fair market value of our common stock on the date of grant,

may

be exercised in full or in installments, at the discretion of the Board or its Compensation Committee, and must be exercised within

ten

years from date of grant. Stock options generally vest pro rata over

three

to

five

years. We recognize stock-based compensation expense on a straight-line basis over the requisite service (vesting) period based on fair values. We use historical data to estimate expected employee behaviors related to option exercises and forfeitures and included these expected forfeitures as a part of the estimate of stock-based compensation expense as of the grant date. We adjust the total amount of stock-based compensation expense 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.

Stock Options

The following table summarizes stock options activity for the

three

months ended

March

31,

2017

(in thousands, except per share data or as otherwise noted):

						Weighted
				Weighted		Average
	Number			Average		Remaining
	of Shares			Exercise Price		Contractual Life
Outstanding at January 1, 2017		4,887		$	7.57		5.81
Granted		941		$	11.30
Exercised		(35	)	$	6.62
Cancelled		(46	)	$	6.36
Expired		(28	)	$	26.66
Outstanding at March 31, 2017		5,719		$	8.11		6.29
Exercisable at March 31, 2017		3,889		$	7.96		4.86
Vested and expected to vest at March 31, 2017		5,285		$	8.04		6.03

The weighted average fair value of options granted during the

three

months ended

March

31,

2017

and

2016

was

$7.60

and

$3.07

per share, respectively.

The total intrinsic value (the excess of the market price over the exercise price) was approximately

$15.1

million for stock options outstanding,

$11.6

million for stock options exercisable, and

$14.5

million for stock options vested and expected to vest as of

March

31,

2017.

The total intrinsic value for stock options exercised during the

three

months ended

March

31,

2017

was approximately

$167

thousand.

No

stock options were exercised during the

three

months ended

March

31,

2016.

We do not expect to realize any tax benefits from our stock option activity or the recognition of stock-based compensation expense, because we currently have net operating losses and have a full valuation allowance against our deferred tax assets.

Stock-Based Compensation Expense

We account for stock-based awards issued to employees in accordance with the provisions of ASC

718

(Topic

718,

Compensation – Stock Compensation

). We recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally

three

to

five

years. Stock-based awards issued to consultants are accounted for in accordance with the provisions of ASC

718

and ASC

505

-

50

(Subtopic

50

“Equity-Based Payments to Non-Employees” of Topic

505,

Equity

). Options granted to consultants are periodically revalued as the options vest, and are recognized as an expense over the related period of service or the vesting period, whichever is longer. Under the provisions of ASC

718,

members of the Board are considered employees for calculation of stock-based compensation expense.

We estimated the fair value of the stock options granted on the date of grant using a Black-Scholes valuation model that used the weighted average assumptions noted in the following table. The risk-free interest rate assumption we use is based upon United States Treasury interest rates appropriate for the expected life of the awards. The expected life (estimated period of time that we expect employees, directors, and consultants to hold their stock options) was estimated based on historical rates for

three

group classifications, (i) employees, (ii) outside directors and officers, and (iii) consultants. Expected volatility was based on historical volatility of our stock price for a period equal to the stock option's expected life and calculated on a daily basis. The expected dividend rate is

zero

since we do not currently pay cash dividends on our common stock and do not anticipate doing so in the foreseeable future.

	Three Months Ended
	March 31,
	2017			2016
Risk-free interest rate		2.22	%		1.55	%
Expected life (in years)		6.73			6.71
Expected volatility		72	%		75	%
Expected dividend yield		--			--

Stock-based compensation expense for the

three

months ended

March

31,

2017

and

2016

was recorded in our condensed consolidated statement of operations as follows (in thousands):

	Three Months Ended
	March 31,
	2017		2016
Research and development expenses	$	235	$	275
General and administrative expenses		368		301
Total stock-based compensation expense	$	603	$	576

At

March

31,

2017,

unrecognized stock-based compensation expense related to stock options was approximately

$7.5

million and is expected to be recognized over a weighted average period of approximately

2.78

years.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Liquidity [Policy Text Block]

Liquidity

At

March

31,

2017,

we had

$126.3

million of cash and cash equivalents, a decrease of

$12.6

million from

$138.9

million at

December

31,

2016.

We expect that this amount will be sufficient to fund operations as currently anticipated beyond

one

year from the filing date of this Form

10

-Q. We have historically funded our operations to a significant extent from capital-raising and we expect to require additional funding in the future, the availability of which is never guaranteed and

may

be uncertain. We expect that we

may

continue to incur operating losses for the foreseeable future.

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

Our interim condensed consolidated financial statements have been prepared in accordance with applicable presentation requirements, and accordingly, do not include all information and disclosures necessary for a presentation of our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the U.S. ("GAAP"). In the opinion of management, these financial statements reflect all adjustments, consisting primarily of normal recurring accruals necessary for a fair statement of results for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year.

Our interim condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in our Annual Report on Form

10

-K for the year ended

December

31,

2016.

The year-end consolidated balance sheet data in these financial statements were derived from audited financial statements but do not include all disclosures required by GAAP. Certain prior period amounts in our condensed consolidated financial statements have been reclassified to conform to the current period presentation. Accounts payable, which was historically combined with accrued expenses on our consolidated balance sheet, has been presented as a separate line item for all periods presented in these unaudited condensed consolidated financial statements.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Progenics as well as its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

In

December

2015,

we commenced a judicial process in Sweden for acquiring the remaining shares of EXINI. On

December

8,

2016,

a Swedish arbitral tribunal awarded us advanced title to the remaining shares of EXINI and, as of that date, EXINI became a wholly-owned subsidiary with

100%

of the voting shares owned by us. We paid

$368

thousand to the minority interest shareholders in connection with the acquisition of the remaining shares of EXINI.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results

may

differ from those estimates.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

Each of our international subsidiaries generally considers their respective local currency to be their functional currency. Assets and liabilities of these international subsidiaries are translated into U.S. dollars at quarter-end exchange rates and revenues and expenses are translated at average exchange rates during the quarter and year-to-date period. Foreign currency translation adjustments for the reported periods are included in accumulated other comprehensive loss (“AOCL”) in our condensed consolidated statements of comprehensive loss, and the cumulative effect is included in the stockholders' equity section of our condensed consolidated balance sheets. Realized gains and losses denominated in foreign currencies are recorded in operating expenses in our condensed consolidated statements of operations and were not material to our consolidated results of operations for the

three

months ended

March

31,

2017

or

2016.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization of

$1.0

million and

$0.8

million as of

March

31,

2017

and

December

31,

2016,

respectively. The following table summarizes our property and equipment (in thousands):

	March 31,			December 31,
	2017			2016
Machinery and equipment	$	2,224		$	1,493
Leasehold improvements		1,716			1,640
Computer equipment		701			695
Furniture and fixtures		878			877
Construction in progress		221			893
Property and equipment, gross		5,740			5,598
Less - accumulated depreciation		(1,038	)		(838	)
Property and equipment, net	$	4,702		$	4,760

XML

Note 1 - Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Property, Plant and Equipment [Table Text Block]

	March 31,			December 31,
	2017			2016
Machinery and equipment	$	2,224		$	1,493
Leasehold improvements		1,716			1,640
Computer equipment		701			695
Furniture and fixtures		878			877
Construction in progress		221			893
Property and equipment, gross		5,740			5,598
Less - accumulated depreciation		(1,038	)		(838	)
Property and equipment, net	$	4,702		$	4,760

XML

Note 3 - Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Net loss			Weighted-average
	attributable			shares
	to Progenics			outstanding		Per share
	(Numerator)			(Denominator)		amount
Three months ended March 31, 2017
Basic and diluted	$	(16,360	)		70,196	$	(0.23	)
Three months ended March 31, 2016
Basic and diluted	$	(12,655	)		69,946	$	(0.18	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Three Months Ended March 31,
	2017		2016
Stock options		1,150		5,411
Contingent consideration liability		1,706		4,267
Total securities excluded		2,856		9,678

XML

Note 4 - Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

			Fair Value Measurements at March 31, 2017
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
	Balance at		Identical Assets		Inputs		Inputs
	March 31, 2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	122,351	$	122,351	$	-	$	-
Total assets	$	122,351	$	122,351	$	-	$	-
Liabilities:
Contingent consideration liability	$	16,100	$	-	$	-	$	16,100
Total liabilities	$	16,100	$	-	$	-	$	16,100

			Fair Value Measurements at December 31, 2016
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
	Balance at		Identical Assets		Inputs		Inputs
	December 31, 2016		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	137,340	$	137,340	$	-	$	-
Total assets	$	137,340	$	137,340	$	-	$	-
Liabilities:
Contingent consideration liability	$	14,200	$	-	$	-	$	14,200
Total liabilities	$	14,200	$	-	$	-	$	14,200

Fair Value Inputs, Assets and Liabilities, Quantitative Information [Table Text Block]

	Fair Value at
	March 31,				Range
	2017		Valuation Technique	Unobservable Input	(Weighted-Average)
Contingent Consideration Liability:
AZEDRA commercialization	$	5,100	Probability adjusted discounted	Probability of success			72%
			cash flow model	Period of expected milestone achievement			2018
				Discount rate			10%
1404 commercialization		4,800	Probability adjusted discounted	Probability of success			59%
			cash flow model	Period of expected milestone achievement			2019
				Discount rate			10%
1095 commercialization		400	Probability adjusted discounted	Probability of success			16%
			cash flow model	Period of expected milestone achievement			2024
				Discount rate			10%
Net sales targets		5,800	Monte-Carlo simulation	Probability of success		16%	-	72%
				Discount rate			10%
Total	$	16,100

	Fair Value at
	December 31,				Range
	2016		Valuation Technique	Unobservable Input	(Weighted-Average)
Contingent Consideration Liability:
AZEDRA commercialization	$	3,800	Probability adjusted discounted	Probability of success		54%
			cash flow model	Period of expected milestone achievement		2018
				Discount rate		10%
1404 commercialization		4,700	Probability adjusted discounted	Probability of success		59%
			cash flow model	Period of expected milestone achievement		2019
				Discount rate		10%
1095 commercialization		400	Probability adjusted discounted	Probability of success		16%
			cash flow model	Period of expected milestone achievement		2024
				Discount rate		10%
Net sales targets		5,300	Monte-Carlo simulation	Probability of success	16%	-	59%
				Discount rate		10%
Total	$	14,200

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	Liability - Contingent Consideration
	Fair Value Measurements Using
	Significant Unobservable Inputs
	(Level 3)
	For the Three Months Ended March 31,
	2017		2016
Balance at beginning of period	$	14,200	$	18,800
Fair value change included in net loss		1,900		200
Balance at end of period	$	16,100	$	19,000
Changes in unrealized gains or losses for the period
included in earnings (or changes in net assets) for
liabilities held at the end of the reporting period	$	1,900	$	200

XML

Note 5 - Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	March 31,		December 31,
	2017		2016
Royalties	$	1,847	$	2,407
Collaborators		202		2,000
Other		48		457
Accounts receivable, net	$	2,097	$	4,864

XML

Note 6 - Goodwill, In-process Research and Development, and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Intangible Assets and Goodwill [Table Text Block]

					Other
					Intangible
	Goodwill		IPR&D		Assets
Balance at January 1, 2017	$	13,074	$	28,700	$	1,881
Amortization expense		-		-		(53	)
Balance at March 31, 2017	$	13,074	$	28,700	$	1,828

	Goodwill		IPR&D		Other Intangible Assets
Balance at January 1, 2016	$	13,074	$	28,700	$	2,093
Amortization expense		-		-		(53	)
Balance at March 31, 2016	$	13,074	$	28,700	$	2,040

XML

Note 7 - Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	March 31,		December 31,
	2017		2016
Loss contingency for litigation	$	4,000	$	4,000
Accrued legal and professional fees		1,003		1,123
Accrued consulting and clinical trial costs		5,487		6,933
Accrued payroll and related costs		1,015		1,957
Other		1,200		1,751
Accrued expenses	$	12,705	$	15,764

XML

Note 10 - Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	Foreign
	Currency
	Translation			AOCL
Balance at January 1, 2017	$	(85	)	$	(85	)
Foreign currency translation adjustment		18			18
Balance at March 31, 2017	$	(67	)	$	(67	)

XML

Note 11 - Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Share-based Compensation, Stock Options, Activity [Table Text Block]

						Weighted
				Weighted		Average
	Number			Average		Remaining
	of Shares			Exercise Price		Contractual Life
Outstanding at January 1, 2017		4,887		$	7.57		5.81
Granted		941		$	11.30
Exercised		(35	)	$	6.62
Cancelled		(46	)	$	6.36
Expired		(28	)	$	26.66
Outstanding at March 31, 2017		5,719		$	8.11		6.29
Exercisable at March 31, 2017		3,889		$	7.96		4.86
Vested and expected to vest at March 31, 2017		5,285		$	8.04		6.03

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Three Months Ended
	March 31,
	2017			2016
Risk-free interest rate		2.22	%		1.55	%
Expected life (in years)		6.73			6.71
Expected volatility		72	%		75	%
Expected dividend yield		--			--

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

	Three Months Ended
	March 31,
	2017		2016
Research and development expenses	$	235	$	275
General and administrative expenses		368		301
Total stock-based compensation expense	$	603	$	576

XML

Note 1 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands		3 Months Ended
	Dec. 08, 2016	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Cash and Cash Equivalents, at Carrying Value		$ 126,306	$ 65,675	$ 138,909	$ 74,103
Cash and Cash Equivalents, Period Increase (Decrease)		$ (12,603)	$ (8,428)
Number of Years Cash is Sufficient to Fund Operations		1 year
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment		$ 1,038		$ 838
EXINI Diagnostics AB [Member]
Payments to Noncontrolling Interests	$ 368

XML

Note 1 - Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment (gross)	$ 5,740	$ 5,598
Less - accumulated depreciation	(1,038)	(838)
Property and equipment, net	4,702	4,760
Machinery and Equipment [Member]
Property, Plant and Equipment (gross)	2,224	1,493
Leasehold Improvements [Member]
Property, Plant and Equipment (gross)	1,716	1,640
Computer Equipment [Member]
Property, Plant and Equipment (gross)	701	695
Furniture and Fixtures [Member]
Property, Plant and Equipment (gross)	878	877
Construction in Progress [Member]
Property, Plant and Equipment (gross)	$ 221	$ 893

XML

Note 3 - Net Loss Per Share - Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Basic and diluted, Net loss attributable to Progenics	$ (16,360)	$ (12,655)
Weighted-average shares - basic and diluted (in shares)	70,196	69,946
Net loss per share attributable to Progenics - basic and diluted (in dollars per share)	$ (0.23)	$ (0.18)

XML

Note 3 - Net Loss Per Share - Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Total securities excluded (in shares)	2,856	9,678
Stock Options [Member]
Total securities excluded (in shares)	1,150	5,411
Contingent Consideration Liability [Member]
Total securities excluded (in shares)	1,706	4,267

XML

Note 4 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Business Combination, Contingent Consideration, Liability, Noncurrent	$ 16,100		$ 14,200
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	$ 1,900	$ 200

XML

Note 4 - Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Money market funds	$ 122,351	$ 137,340
Total assets	122,351	137,340
Business Combination, Contingent Consideration, Liability, Noncurrent	16,100	14,200
Total liabilities	16,100	14,200
Fair Value, Inputs, Level 1 [Member]
Money market funds	122,351	137,340
Total assets	122,351	137,340
Business Combination, Contingent Consideration, Liability, Noncurrent
Total liabilities
Fair Value, Inputs, Level 2 [Member]
Money market funds
Total assets
Business Combination, Contingent Consideration, Liability, Noncurrent
Total liabilities
Fair Value, Inputs, Level 3 [Member]
Money market funds
Total assets
Business Combination, Contingent Consideration, Liability, Noncurrent	16,100	14,200
Total liabilities	$ 16,100	$ 14,200

XML

Note 4 - Fair Value Measurements - Quantitative Information for Fair Value Measurement of Level 3 (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Fair value	$ 16.1	$ 14.2
AZEDRA commercialization [Member]
Fair value	$ 5.1	$ 3.8
Valuation technique	Probability adjusted discounted cash flow model	Probability adjusted discounted cash flow model
Probability of success	72.00%	54.00%
Discount rate	10.00%	10.00%
MIP - 1404 Commercialization [Member]
Fair value	$ 4.8	$ 4.7
Valuation technique	Probability adjusted discounted cash flow model	Probability adjusted discounted cash flow model
Probability of success	59.00%	59.00%
Discount rate	10.00%	10.00%
MIP-1095 Commercialization [Member]
Fair value	$ 0.4	$ 0.4
Valuation technique	Probability adjusted discounted cash flow model	Probability adjusted discounted cash flow model
Probability of success	16.00%	16.00%
Discount rate	10.00%	10.00%
Net sales targets [Member]
Fair value	$ 5.8	$ 5.3
Valuation technique	Monte-Carlo simulation	Monte-Carlo simulation
Discount rate	10.00%	10.00%
Net sales targets [Member] | Minimum [Member]
Probability of success	16.00%	16.00%
Net sales targets [Member] | Maximum [Member]
Probability of success	72.00%	59.00%

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Note 4 - Fair Value Measurements - Summary of Activities in Financial Instruments With Level 3 Inputs (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Balance	$ 14.2	$ 18.8
Fair value change included in net loss	1.9	0.2
Balance	16.1	19.0
Changes in unrealized gains or losses for the period included in earnings (or changes in net assets) for liabilities held at the end of the reporting period	$ 1.9	$ 0.2

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Note 5 - Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Accounts receivable, net	$ 2,097	$ 4,864
Royalties [Member]
Accounts receivable, Current	1,847	2,407
Collaborators [Member]
Accounts receivable, Current	202	2,000
Other [Member]
Accounts receivable, Current	$ 48	$ 457

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Note 6 - Goodwill, In-process Research and Development, and Other Intangible Assets (Details Textual) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)
Number of Reporting Units	1	1
Goodwill, Impairment Loss	$ 0	$ 0

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Note 6 - Goodwill, In-Process Research and Development, and Other Intangible Assets - Goodwill, In-Process Research and Development, and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Balance, Goodwill	$ 13,074	$ 13,074
Balance, IPR&D	28,700	28,700
Balance, Finite-lived Intangible Assets	1,881	2,093
Amortization expense, Finite-lived Intangible Assets	(53)	(53)
Balance, Goodwill	13,074	13,074
Balance, IPR&D	28,700	28,700
Balance, Finite-lived Intangible Assets	$ 1,828	$ 2,040

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Note 7 - Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Loss contingency for litigation	$ 4,000	$ 4,000
Accrued legal and professional fees	1,003	1,123
Accrued consulting and clinical trial costs	5,487	6,933
Accrued payroll and related costs	1,015	1,957
Other	1,200	1,751
Accrued expenses	$ 12,705	$ 15,764

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Note 8 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions		3 Months Ended
	Jan. 04, 2017	Mar. 31, 2017
Loss Contingency, Damages Awarded, Value		$ 1.7
Settled Litigation [Member] | Anti-Retaliation Termination [Member]
Litigation Settlement, Amount Awarded to Other Party	$ 4.0

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Note 9 - Non-recourse Long-term Debt, Net (Details Textual) - Royalty-backed Loans [Member] - USD ($) $ in Millions			3 Months Ended
	Mar. 31, 2018	Nov. 04, 2016	Mar. 31, 2017
Proceeds from Issuance of Long-term Debt		$ 50.0
Debt Agreement, Remaining Bowrrowing Capacity		$ 50.0
Debt Instrument, Interest Rate, Stated Percentage		9.50%
Interest Expense, Debt			$ 1.3
Interest Paid			1.2
Long-term Debt			49.5
Paid-in-Kind Interest Expense Included in Debt Balance			0.8
Debt Instrument, Unamortized Discount			$ 1.3
Lender Fee [Member]
Debt Issuance Costs, Gross		$ 0.5
Expenses Paid on Behalf of HCRP and expenses Incurred Directly by Company [Member]
Debt Issuance Costs, Gross		$ 0.9
Scenario, Forecast [Member]
Percentage of RELISTOR Royalty Payments Used to Repay Principal of Loan	50.00%

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Note 10 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Common Stock, Shares Authorized	160,000		160,000
Common Stock, Par or Stated Value Per Share	$ 0.0013		$ 0.0013
Preferred Stock, Shares Authorized	20,000		20,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001		$ 0.001
Replacement Shelf Registration	$ 250,000
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	$ 0	$ 0

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Note 10 - Stockholders' Equity - Components of Accumulated Other Comprehensive Loss (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Balance	$ (85)
Balance	(67)
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Balance	(85)
Foreign currency translation adjustment	18
Balance	(67)
AOCI Attributable to Parent [Member]
Balance	(85)
Foreign currency translation adjustment	18
Balance	$ (67)

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Note 11 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 7.60	$ 3.07
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 15,100
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	11,600
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding	14,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value	167
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options	$ 7,500
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years 284 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	35,000	0
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	10 years
Employee Stock Option [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Employee Stock Option [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	5 years
The 1996 Amended Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	5,000,000
The 2005 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	11,450,000

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Note 11 - Stock-based Compensation - Summary of Option Activity Under the Plans (Details) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Outstanding, shares (in shares)	4,887,000
Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 7.57
Outstanding, Weighted Average Remaining Contractual Life (Year)	6 years 105 days		5 years 295 days
Granted, shares (in shares)	941,000
Granted, Weighted Average Exercise Price (in dollars per share)	$ 11.30
Exercised, shares (in shares)	(35,000)	0
Exercised, Weighted Average Exercise Price (in dollars per share)	$ 6.62
Cancelled, shares (in shares)	(46,000)
Cancelled, Weighted Average Exercise Price (in dollars per share)	$ 6.36
Expired, shares (in shares)	(28,000)
Expired, Weighted Average Exercise Price (in dollars per share)	$ 26.66
Outstanding, shares (in shares)	5,719,000		4,887,000
Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 8.11		$ 7.57
Exercisable, shares (in shares)	3,889,000
Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 7.96
Exercisable, Weighted Average Remaining Contractual Life (Year)	4 years 313 days
Vested and expected to vest, shares (in shares)	5,285,000
Vested and expected to vest, Weighted Average Exercise Price (in dollars per share)	$ 8.04
Vested and expected to vest, Weighted Average Remaining Contractual Life (Year)	6 years 10 days

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Note 11 - Stock-based Compensation - Assumptions Used in Computing the Fair Value of Option Grants (Details)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Risk-free interest rate	2.22%	1.55%
Expected life (in years) (Year)	6 years 266 days	6 years 259 days
Expected volatility	72.00%	75.00%
Expected dividend yield	0.00%	0.00%

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Note 11 - Stock-based Compensation - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Total compensation expense recognized	$ 603	$ 576
Research and Development Expense [Member]
Total compensation expense recognized	235	275
General and Administrative Expense [Member]
Total compensation expense recognized	$ 368	$ 301