Exhibit 10.10

gp120 SUPPLY AGREEMENT

This Agreement, dated as of the 19th day of July, 1995, is between E. I. DU PONT DE NEMOURS AND COMPANY, a Delaware corporation with a place of business at 549 Albany St., Boston, MA 02118 ("DUPONT"), and PROGENICS PHARMACEUTICALS, INC., a Delaware corporation with its principal place of business at Old Saw Mill River Road, Tarrytown, New York 10591 ("PROGENICS").

1. PURPOSE AND SCOPE OF THIS AGREEMENT

A. During the term hereof, PROGENICS will manufacture and sell to DUPONT, and DUPONT shall purchase from PROGENICS, all of DUPONT's requirements for resale of recombinant HIV-1LAI gp120 (full length) produced in a CHO expression system (the "Product") for DUPONT's marketing, distribution and resale throughout the world. DUPONT will limit sales to customers who intend to use the Product only for research purposes and not for other purposes such as clinical diagnostics or vaccine development.

B. DUPONT will resell the Product as packaged by PROGENICS, and DUPONT will not modify the Product or combine it with other components prior to resale.

C. PROGENICS has developed Product specifications for the Product which are attached as Exhibit A. All PROGENICS manufacturing of Product will comply with the Product processing standards and specifications. PROGENICS may revise the processing standards and specifications as it deems necessary and will advise DUPONT as far in advance of any changes as is reasonably possible. If any change affects customer use or perceived performance of the Product, PROGENICS will give DUPONT at least 90 days advance notice of such change.

D. PROGENICS will package the Product under specifications established by DUPONT with PROGENICS' consent. Both DUPONT's and PROGENICS' names shall appear on the Product label and promotional material, with the statement "Manufactured by Progenics Pharmaceuticals, Inc. for E. I. du Pont de Nemours and Company." All Product labeling and literature shall contain the phrase "For laboratory use only--not for vaccine or diagnostic use." Any labeling changes will require the prior approval of DUPONT.

2. IMPROVED PRODUCTS

A. If during the term hereof PROGENICS develops an improved Product and the commercialization of the improved Product reaches the market evaluation stage, PROGENICS will give DUPONT written notice of its plans to commercialize the improved Product and offer to make available, at DUPONT's cost, sample of the improved Product for DUPONT's evaluation, but as testing materials only and not under circumstances that would commit PROGENICS or DUPONT to supply the improved Product or give customers an expectation that the improved Product will be commercialized. DUPONT may elect to add the improved Product to this Agreement at any time, subject to provisions of Paragraph 2-B below. The parties intend that DUPONT will have advance notice of the introduction of improved Product to enable DUPONT to sell remaining inventory of Product that may be replaced by the improved Product.

B. PROGENICS may discontinue a Product that has, in PROGENICS' sole opinion, been replaced by an improved Product. If PROGENICS decides to discontinue a Product, PROGENICS will give DUPONT notice at least 90 days in advance of the discontinuance.

3. PRICE AND FORECASTING

A. DUPONT will pay PROGENICS for Product as follows:
1. RAW MATERIALS COST DUPONT will pay PROGENICS for the Product raw material cost at
[***] An example of Revenue Sharing is attached hereto as Exhibit B for purposes of illustration. DUPONT will provide worldwide Product sales reports each April and October during the term hereof. PROGENICS shall, on the basis of such reports, calculate the revenue sharing for such six-month period and invoice DUPONT for the amount owing. Such invoices shall include documentation of the method of establishing the amount owning. For purposes of revenue sharing.
[***]

3. LARGE VOLUME PURCHASERS DUPONT may negotiate special pricing with large volume purchasers, in which event the parties shall negotiate in good faith a discounted raw materials cost. In no event shall the PROGENICS price to DUPONT be less than [***]

[***] Confidential Treatment Requested

All prices are F.O.B. PROGENICS' plant. PROGENICS assumes all risks and costs of freight, insurance and similar shipping costs.

B. The raw material prices stated in Paragraph 3-A may be revised by PROGENICS from time to time during the term hereof on at least 90 days' advance written notice to DUPONT.

C. On execution of this Agreement and then on a semi-annual basis during the term of this Agreement, DUPONT will provide to PROGENICS a written non-binding forecast by month for purchases of Product by DUPONT during each month of the succeeding twelve months.

4. ORDERS FOR PRODUCT AND PAYMENT

A. At least once each year during the term of this Agreement, DUPONT will issue a Blanket Purchase Order for anticipated Product purchases. DUPONT will then issue releases against the Blanket Purchase Order, on at least a monthly basis, at least 30 days in advance of the requested ship date. Releases will be firm orders.

B. PROGENICS will manufacture and ship the Product to DUPONT within ten days of DUPONT's requested ship date. On shipment of an Order, PROGENICS will invoice DUPONT for the raw material cost of the Product.

C. DUPONT will pay PROGENICS within 30 days of DUPONT's receipt of a correct PROGENICS invoice.

D. DUPONT may request manufacture of Product using its standard purchase order forms or other written means (an "Order"). Purchases under this Agreement will be governed by the provisions of this Agreement, rather than the standard terms and conditions of DUPONT's purchase order form or any PROGENICS form.

5. QUALITY CONTROL, REJECTION OF NONCONFORMING PRODUCTS AND NOTICE OF CUSTOMER COMPLAINTS

A. PROGENICS and DUPONT agree to exchange sufficient quality and Product release information to avoid duplication of testing of Product. PROGENICS and DUPONT will mutually agree on the types and amounts of information needed to reach this goal.

B. PROGENICS will manufacture Product in accordance with the specification attached in Exhibit A and any amendments to Exhibit A. DUPONT may return any defective or nonconforming Product to PROGENICS. Nonconformance will mean any failure to meet specification or other manufacturing defect that renders the

Product unsuitable for sale or use. Risk of loss and expenses incurred in shipping any defective or nonconforming Product to PROGENICS will be borne by PROGENICS with a direct reimbursement to DUPONT or, at DUPONT's option, credit on subsequent purchases.

C. DUPONT will notify PROGENICS of any customer complaint about a Product or Improved Product defect within ten days of confirmation of the defect. The notice will specify the Product and type of defect.

6. LIMITED WARRANTY AND LIMITATION OF REMEDIES

A. PROGENICS warrants to DUPONT that all Product meets the specifications stated in Exhibit A and is free of defects in Material and manufacture at the time of shipment. If any Product is proven to be defective in material or manufacture, PROGENICS' entire liability and DUPONT's exclusive remedy will be, at PROGENICS' option, either replacement of the Product, or refund of the purchase price paid by DUPONT for the defective Product, within a reasonable time after written notification of the defect and return of the defective Product to PROGENICS. Notices of defect must be received by PROGENICS within 60 days of DUPONT's receipt of notice of a defect from the customer.

B. THE WARRANTY STATED IN PARAGRAPH 6-A IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING OR OF PERFORMANCE, CUSTOM OR USAGE OF TRADE, EXCEPT OF TITLE AND AGAINST PATENT INFRINGEMENT.

C. PROGENICS has no obligations under this warranty with respect to Products that have been modified or damaged through misuse, abuse, accident, neglect, improper storage or mishandling by DUPONT, or if DUPONT holds Product in storage beyond the natural age of the Product.

D. PROGENICS warrants and represents that (i) Product does not constitute the subject matter of any currently pending litigation and PROGENICS is not aware as of the effective date of this Agreement of any litigation contemplated by PROGENICS or any other third party with respect to the subject matter of this Agreement and (ii) sale and use of Product will not infringe any third party patents and that any patent rights necessary for DUPONT and its customers to use and sell Product have been acquired by PROGENICS. No warranty or representation is made with respect to use of Product for purposes other than research or for use in combination with other products.

7. LIMITATION OF LIABILITIES: TIME LIMIT FOR FILING ACTION

A. Subject to the indemnity provisions set forth below, NEITHER PARTY WILL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR BUSINESS) RESULTING FROM OR IN ANY WAY RELATED TO THE PRODUCTS, ANY OF DUPONT'S PURCHASE ORDERS, THIS AGREEMENT, OR, THE TERMINATION OR NONRENEWAL OF THIS AGREEMENT. This limitation applies regardless of whether the damages are sought based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory.

B. Any action for breach of warranty or any other obligation under this Agreement must be commenced within one year after the breach occurs.

8. INDEMNIFICATION

A. PROGENICS agrees to indemnify, defend and hold harmless DUPONT from any cost, loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) by third parties for property damage, personal injury or death to the extent based on PROGENICS' breach of this Agreement or on PROGENICS' negligence with respect to manufacture of the Product.

B. PROGENICS will defend DUPONT at PROGENICS' cost and expense, including reasonable attorney's fees, against any claim or suit for infringement of patent brought against DUPONT to the extent the claim concerns the Product. In addition, PROGENICS will indemnify DUPONT against any judgment awarded in such a suit, provided that DUPONT gives PROGENICS prompt written notice of the claim, the right to maintain sole control of the defense and all negotiations for settlement of the claim or suit, and cooperates with PROGENICS if requested in the defense of the claim of suit.

C. DUPONT agrees to indemnify, defend and hold harmless PROGENICS from any cost, loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) by third parties for property damage, personal injury or death to the extent based on DUPONT's breach of this Agreement or on DUPONT's negligence with respect to sale or distribution of the Product.

D. (i) DUPONT will promptly advise PROGENICS in writing of any claim of infringement and of the commencement against it of any claim for infringement of a patent issued to a third party based upon the sale of any Product. PROGENICS will, if promptly requested in writing to do so, and subject to the other conditions and limitations of this Section, defend any such lawsuit.

(ii) PROGENICS shall have the control of the defense of such lawsuit. DUPONT agrees to assist PROGENICS in the defense of such suit or action by providing information and, if need be, fact witnesses. DUPONT shall have the right to be represented by its own attorneys at DUPONT's own expense, which attorneys will act only in an advisory capacity.

(iii) If PROGENICS is requested to defend a lawsuit as described above, PROGENICS will defend DUPONT for any damages and costs that may become payable under a final judgment or decree by any court in such lawsuit.

(iv) Nothing herein shall authorize PROGENICS to settle any lawsuit without the consent of Licensee, if by such settlement DUPONT is obligated to make any monetary payment, to transfer any property or any interest in property, to become subject to an injunction, or to grant any license or other rights under its intellectual property rights.

(v) If DUPONT is unable to dispose of any inventory due to infringement of third party patent, then PROGENICS shall provide DUPONT with a credit equal to the amount of inventory which DUPONT cannot dispose of due to infringement of a third party patent.

9. CONFIDENTIALITY AND PATENT RIGHTS

A. DUPONT will treat as confidential information and not disclose to third persons or use for its own benefit or the benefit of others, any of PROGENICS' developments, business knowledge, know-how, discoveries (including PROGENICS' Product formula, processing standards, specification, test procedures and other information concerning the design, composition and method of manufacture of the Product) and other confidential or proprietary information which may be disclosed to DUPONT in writing or confirmed in writing and specifically designated as "confidential".

B. The obligation of nondisclosure and non-use set forth above shall not apply to any items which:

1. Are available to the public or become available to the public through no fault of the recipient;

2. are known by the recipient at the time of disclosure, as shown by prior written records;

3. are rightfully received by the recipient from a third party without a duty of nondisclosure; or

4. are developed by or for the recipient independent of the disclosure hereunder, as evidenced by the recipient's written records relating thereto.

The obligation of nondisclosure and non-use set forth above shall continue for a period of five years from disclosure, notwithstanding any earlier termination of this Agreement.

E. Neither party acquires any intellectual property rights or licenses under this Agreement, or rights to use confidential information disclosed to it hereunder for purposes other than complying with its obligations hereunder.

10. TERM AND TERMINATION

A. This Agreement commences on the date first above written and continues unless and until either party gives the other at least 120 days advance written notice of termination.

B. Either party may terminate this Agreement if the other party breaches this Agreement by giving 30 days prior written notice, subject, however, to the other party's right to cure the breach within the notice period.

C. Even after termination, the provisions of this Agreement still apply to all Product ordered, purchased and manufactured, all obligations created or arising, and all transactions and events occurring before the date of termination.

11. NOTICES

A. All notices required by this Agreement must be in writing and sent by certified mail, with return receipt requested, Federal Express or other overnight service. The date of a notice is the date it is received. A facsimile copy of any notice shall be sent in addition to the written notice herein specified.

B. DUPONT will send all notices under this Agreement to:

Attn.: CEO
Progenics Pharmaceuticals, Inc. Old Saw Mill River Road
Tarrytown, NY 10591
Telex (914) 789-2817

C. PROGENICS will send all notices under this Agreement to:

Attn.: Product Manager
DuPont Medical Products
549 Albany Street
Boston, MA 02118
Telex (617) 542-8463

D. A party may designate in writing other individuals or locations to receive notice.

12. DISPUTE RESOLUTION

A. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations.

1. Either party may give the other party written notice of any dispute not resolved in the normal course of business. Executives of both parties at levels one step above the project personnel who have previously been involved in the dispute will meet at a mutually acceptable time and place within ten days after delivery of the notice, and thereafter as often as they reasonably deem necessary. The purpose of this meeting is for the executives to exchange relevant information and to attempt to resolve the dispute.

2. If the matter has not been resolved by the executives within 30 days of the notice, or if the parties fail to meet within the ten day period, the dispute will be referred to senior executives of both parties who have authority to settle the dispute to attempt to resolve the dispute. If the matter has not been resolved within 30 days from the referral of the dispute to the senior executives, or if no meeting has taken place within 15 days after referral to the senior executives, either party may initiate mediation or other mutually agreed to alternate dispute resolution mechanism.

3. If the dispute has not been resolved by negotiation as stated above, the parties agree to attempt to settle the dispute by mediation using a third party neutral; provided however, that if the dispute has not been resolved within ninety (90) days of the initial notice of dispute for whatever reason, either party may pursue such judicial relief as it deems appropriate.

B. The procedures stated in Paragraph 12-A will be the sole and exclusive procedures for the resolution of disputes between the parties arising out of or relating to this Agreement. A party, however, may seek a preliminary injunction or other provisional judicial relief if in its judgment such action is necessary to avoid irreparable damage or to preserve the status quo. Despite such action the parties will continue to participate in good faith in the procedures specified in this Paragraph 12.

C. Any questions, claims, disputes or litigation arising from or related to this Agreement are governed by the law of the state of New York, without regard to the principles of conflicts of law.

13. GENERAL TERMS

A. No liability shall result from delay in performance, or nonperformance, caused by circumstances beyond the control of the party affected, including without limitation Act of God, fire, flood, war, government action, riot, civil disturbance, accident, inability to obtain labor, material, equipment or transportation. Quantities so affected by force majeure may be eliminated without liability, but the Agreement shall remain otherwise unaffected.

B. The relationship of the parties under this Agreement is that of independent contractors. Nothing in this Agreement authorizes either party to act for the other as an agent.

C. Neither party may assign any of its rights or delegate or subcontract any of its duties under this Agreement without first getting the other party's permission in writing. Notwithstanding the foregoing, assignment and delegation may be made by either party hereto without such prior permission in connection with the transfer by such party of the business to which this Agreement relates.

D. This Agreement represents the entire agreement of the parties, and supersedes any and all prior agreements, conversations and understandings between the parties hereto with respect to the subject matter hereof. No modification of its provisions shall be valid unless it is in writing and signed by both parties. The provisions of this Agreement are severable. If any provision herein violates or anywhere contravenes any applicable law, it shall not be deemed a part of this Agreement.

C. This Agreement shall be interpreted in accordance with the laws of New York.

By: Paul J. Maddon                 By: Janet J. Seal
- ---------------------------        ----------------------------
Title:  Chairman & CEO             Title:  Non Business District

PROGENICS
Sheet 1

[***]

[***] Confidential Treatment Requested

PROGENICS

[LOGO] [LETTERHEAD]

PRODUCT SPECIFICATION SHEET

[***]

*** Confidential Treatment Requested

[LOGO]

[LETTERHEAD]

E.I. DU PONT DE NEMOURS & CO. (INC.)
MEDICAL PRODUCTS DEPARTMENT

Reference is made to the Agreement entered into the 19th day of July, 1995, as amended between E.I. DuPont de Nemours and Company (DuPont) and Progenics Pharmaceuticals, Inc. (Progenics) relative to the purchase of HIV-1 (LAI) gp120 by DuPont. It is hereby mutually agreed to further amend the aforesaid Agreement in the following manner effective August 24, 1995.

This amendment is being made to update specifications, extending stability from 6 months at -80DEG. C to 12 months from date of purification/repurification. Hence a new Product specification Exhibit A is attached, dated and effective August, 1995.

This amendment is also being made to update the "Orders for Product and Payment" clause, to include Progenics' agreement to supply DuPont Product with at least nine (9) months shelf life upon receipt by DuPont.

All other terms and conditions of the current Agreement, except as modified in the above manner, shall continue in full force and effect. Please indicate your acceptance of this amendment by signing both copies in the space provided below and return the copy marked "DuPont M&L Copy" to Robert Hand, DuPont Merck Pharmaceutical Co., Purchasing Department, 331 Treble Cove Road, Billerica, MA 01862.

                                           Very truly yours,

PROGENICS PHARMACEUTICALS, INC.                 E.I. DUPONT de NEMOURS & CO.

BY: /s/ Paul J. Maddon                          BY: /s/ R.M. Hand
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TITLE: Chief Executive Officer                  TITLE: Sr. Purchasing Agent
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DATE:  October 27, 1995                         DATE: September 10, 1995
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Attach.

MATERIALS SPECIFICATION SHEET
(PURCHASED MATERIALS)

[***]

NEA201-0995 SUPERCEDES: 081895

*** Confidential Treatment Requested

Exhibit 10.11

[LOGO]

E.I. DU PONT DE NEMOURS & CO. (INC.)
MEDICAL PRODUCTS DEPARTMENT

This document, when properly executed, shall constitute a Supply Agreement between Progenics Pharmaceuticals, Inc. with offices at Old Saw Mill River Road, Tarrytown, NY, (Progenics) and E.I. DuPont de Nemours and Company (DuPont), with offices at 549 Albany Street, Boston, MA.

1. PERIOD OF AGREEMENT:
May 1, 1995 through April 30, 1998. After the original term, this Agreement will renew automatically for successive 12 month periods unless either party gives notice to the other of its intention not to renew at least 120 days prior to the expiration of the then current term.

2. MATERIAL:
Recombinant Soluble sCD4, referred to hereafter as sCD4 or Product.

3. MATERIAL SPECIFICATIONS:
Material shall be suppled in the form and manner, and must conform in all material respects to the specifications set out in Attachment A. Alterations to these specifications require the express written consent of each party.

4. INABILITY TO SUPPLY:
Progenics recognizes the importance of its obligation to meet DuPont's material requirements in a timely and reliable manner. To enable such continuity of supply, Progenics will use its best efforts to arrange for sCD4 to be manufactured on Progenics' behalf if some unusual event causes Progenics' inability to supply. If at any time, Progenics for a continuous period of ten (10) days due to a force majeure event, or non-force majeure event, shall be unable or unwilling to deliver any Product subject to this Agreement and attachments hereto, then Progenics shall notify DuPont of the situation and use its best efforts to arrange for sCD4 to be manufactured to DuPont's material requirements hereunder. In the event that the failure to deliver sCD4 shall be as a result of the fault of Progenics, then Progenics shall bear all costs necessary to cause the sCD4 to be manufactured by another party ("Alternate Manufacturing Cost").

MEDICAL PRODUCTS DEPARTMENT
549 Albany Street, Boston, Massachusetts 02118 Telephone 617-482-9595

Fax (617) 542-8468

INABILITY TO SUPPLY (Cont'd):

In the event that the failure to deliver sCD4 shall be as a result of the fault of DuPont, then DuPont shall bear all Alternate Manufacturing Costs. In all other events, Progenics shall arrange for the alternate manufacturer and each party shall bear its own costs. If Progenics corrects the cause for alternate manufacture, then Progenics may resume production of affected Product at any time.

5. PRICE
[***]

6. PAYMENT TERMS:
Net 30 days, following the receipt of a properly prepared and correct invoice.

7. QUANTITY:
DuPont commits to purchase 100% of its purchase requirements for sCD4 during the term of this order from Progenics, and Progenics agrees to supply 100% of DuPont's purchase requirements.

8. DELIVERY TERMS:

F.O.B. Destination, freight pre-paid and added.

9. RELEASE:
DuPont will advise Progenics of its purchase requirements at least quarterly, or as may otherwise suit the parties by agreement. Progenics shall ship product as required by DuPont according to a mutually agreed upon schedule. Progenics shall advise DuPont at its earliest opportunity if it is unable to ship Product at an agreed upon time. Progenics will, on a best effort basis, attempt to fulfill any unscheduled, or spot requirements of DuPont.

10. LABELLING AND SHIPPING:
Progenics' name and logo will appear on the main kit label (not on components) on manual and on promotional literature, along with DuPont's. All labels to be approved by both parties.

Product will be shipped Federal Express Priority I on dry ice. In parallel, Progenics will perform stability studies on lyophilized product. Shelf life of the sCD4 will be no less than 6 months upon receipt by DuPont.

[***] Confidential Treatment Requested

11. CONFIDENTIALITY:
The parties hereto shall keep confidential all confidential technical information, supplied by one party to the other, shall not disclose or make known to any individual, firm, or corporation, except when authorized in writing to do so by the other party, and shall not use such information for any purpose other than the performance of the obligations provided in this Agreement. The provisions of this clause shall remain binding for five (5) years after the termination of this Agreement.

Each party shall use the same degree of care to avoid disclosure of confidential technical information as the party employs with similar information of its own which it does not desire to publish or disclose.

Any confidential information shared between the parties must be identified and labeled in writing as confidential. The confidentiality of and information disclosed verbally must be identified in writing as confidential no more than 14 days after disclosure.

This obligation shall not apply to information and/or documents which:

A) Are or come within the public domain otherwise than as a consequence of a breach of the obligations hereunder;

B) Are known to the receiving party prior to disclosure by the other party as shown by the receiving party's records;

C) Are lawfully disclosed to the receiving party by third parties; or

D) Are subsequently independently developed by the receiving party through no reference whatsoever to disclosure hereunder.

12. WARRANTY:
Progenics warrants and guarantees that DuPont will not be subject to any patent infringement with respect to sDC4 supplied by Progenics as set forth in paragraph 14. In addition, Progenics warrants and represents that it shall convey good and valid title to material(s) supplied

WARRANTY (Cont'd):
hereunder and that material(s) supplied hereunder shall meet all of the specifications set forth in Attachment A and shall be free from defects except those caused by misuse or mishandling occurring after such delivery. Progenics shall notify DuPont prior to making any formulation changes in the Product. Progenics further warrants that packaged product will meet the warranty of merchantability and fitness for intended use. In the event of a recall of Product, Progenics agrees to reimburse DuPont for all reasonable costs incurred in the recall.

13. USE OF MATERIAL:
Progenics as a co-exclusive licensee to a family of patents owned by Columbia University covering the CD4 gene and protein, will supply DuPont with quantities of sCD4 necessary to meet market demands. DuPont shall be entitled to use such sCD4 supplied by Progenics for the manufacturing of drug screening kits to be sold by DuPont to third parties.

14. PATENTS:
[***] and all divisional, continuation, continuation-in-part applications thereof, any patent granted on any aforesaid patent application, and any extension, reissue, or reexamination of any patents that may issue thereon as well as any foreign counterparts thereof. [***]

Progenics shall defend any suit or proceeding brought against DuPont based on a claim that materials or services purchased hereunder, or any part thereof, furnished by Progenics under this Agreement constitutes an infringement of any patent, copyright, or other proprietary right of any third party provided Progenics is notified promptly in writing and given authority, information, and assistance by DuPont to defend such suits or proceedings.

*** Confidential Treatment Requested

PATENTS (Cont'd):
Progenics shall assume the responsibility to pay all costs, to include such reasonable attorney fees of defending such suits or proceeding and any damages that may be awarded therein against DuPont, to settle any such claim on such terms and conditions it deems advisable. In case the materials purchased hereunder, or any part thereof, is in such suit or proceeding held to constitute infringement or any patent, copyright, or other proprietary right of any third party, and the use thereof is enjoined, or the settlement made requires the use of services or materials purchased hereunder to be discontinued, Progenics shall, at its own expense, and its option, either procure for DuPont the right to continue using such materials or services, replace the same with non-infringing materials which conform to the available specifications, modify such materials or services in a manner acceptable to DuPont so it becomes non-infringing, or terminate this Agreement.

15. RELATIONSHIP OF THE PARTIES:
Nothing contained herein shall be construed to empower either party to act as agent for the other. The parties agree that each of them shall, in relation to its obligations hereunder, be acting as an independent contractor.

RELATIONSHIP OF THE PARTIES (Cont'd)

Notwithstanding, neither party shall, during the period of this Agreement, enter into discussions nor create an alternative arrangement with any third party concerning the subject matter herein, without first advising the other party of its intent.

16. ASSIGNMENT AND SUBCONTRACTING:
Neither party shall assign or transfer this Agreement, in whole or in part, or any interest arising under this Agreement or subcontract any work hereunder without the prior written consent of the other party. Subject to the provisions of this clause, this Agreement shall insure the benefit of and be binding upon the successors and assigns of the parties.

17. DOCUMENTS/COMMUNICATIONS:
Purchase Order Number(s), Line Number(s), and Release Number(s) are to appear on all paper work such as packing lists, invoices and correspondence. Also, Certificates of Analysis (C.O.A.) shall be submitted to DuPont by Progenics for each lot shipped by Progenics.

Progenics:                    Progenics Pharmaceutical, Inc.
                              Old Saw Mill River Road
                              Tarrytown, NY 10591
                              Attn: Joel Sendek

DuPont:                       E.I. DuPont de Nemours and Company
                              Medical Products Department
                              549 Albany Street
                              Boston, MA 02118
                              Attn: Judith Lima-Ziegler
                                    Materials/Inventory Supervisor

19. NONDISCRIMINATION:
Progenics warrants that it has complied with all applicable laws, rules, orders and regulations of governmental authority covering the production, sale and delivery of the Product specified herein, including, but not limited to, Executive Order 11246, and the rules and regulations promulgated thereunder, the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Act of 1974. Further, Progenics warrants that in the performance of the services hereunder, it will comply with all applicable provisions of the Fair Labor Standards Act of 1938, as amended.

20. AUDITS:
Progenics shall permit no less frequently than once per year, and upon reasonable notice by DuPont, inspections and audits by DuPont during regular business hours of all records and aspects of sCD4 manufacture, testing, packaging, labelling and shipping.

21. CANCELLATION:
This Agreement may be cancelled by either party upon 120 days written notice to the other party.

22. ENTIRETY:
This Agreement, together with the Attachments specifically referenced and attached hereto, embodies the entire understanding between DuPont and Progenics, and there are no contracts, warranties, or representations, oral or written, express or implied, with reference to the subject matter hereof which are not merged herein. Except as otherwise specifically stated, no modification hereto shall be of any force or effect unless reduced to writing and signed by both parties and expressly referred to as being modifications of this Agreement.

AGREED & APPROVED:

FOR PROGENICS: FOR DUPONT:

Name:      Paul J. Maddon, M.D., Ph.D.          Name:      Robert M. Hand
Title:     CEO and Scientific Dir.              Title:     Sr. Purchasing Agent
Signature: /s/ Paul J. Maddon                   Signature: /s/ Robert M. Hand
Date:      June 27, 1995                        Date:      June 8, 1995

Exhibit 10.12

This document, when properly executed, shall constitute a Supply Agreement between Progenics Pharmaceuticals, Inc. with offices at 777 Old Saw Mill River Road, Tarrytown, NY, 10591 ("Progenics") and Intracel Corporation, with offices at 359 Allston Street, Cambridge, MA 02139 ("Intracel").

1. PERIOD OF AGREEMENT: February 1, 1996 through January 31, 1999. After the original term, this Agreement will renew automatically for successive 12 month periods unless either party gives notice to the other of its intention not to renew at least 120 days prior to the expiration of the then current term.

2. MATERIAL: Recombinant HIV-1LAI gp120 (full-length) and recombinant soluble human CD4 produced in a Chinese Hamster Ovary ("CHO") expression system referred to hereafter as "gp120" and "CD4" or together as "Product" (see attached Product Specification Sheets).

3. MATERIAL SPECIFICATIONS: Material shall be supplied in the form and manner, and must conform in all material respects to the specifications set out in the attached Product Specification Sheets. Alterations to these specifications require the express written consent of each party.

4. PRICE:
[***]

5. MINIMUM PURCHASE: 10 milligrams of gp120 or CD4.

6. PAYMENT TERMS: Net 30 days, following the receipt of a properly prepared and correct invoice.

7. DELIVERY TERMS: F.O.B. Tarrytown, NY.

8. RELEASES: Intracel will advise Progenics of its purchase requirements at least quarterly, or as may otherwise suit the parties by agreement. Progenics shall ship Product as required by Intracel according to a mutually agreed upon schedule. Progenics shall advise Intracel at its earliest opportunity if it is unable to ship Product at an agreed upon time. Progenics will, on a best effort basis, attempt to fulfill any unscheduled, or spot requirements of Intracel.

[***] Confidential Treatment Requested

9. LABELING AND PACKAGING: Both Intracel's and Progenics' names shall appear on the main product label, along with the following statement:
"Manufactured by Progenics Pharmaceuticals, Inc." Both Intracel's and Progenics' names and logos shall appear on promotional literature, along with the following statement: "Manufactured by Progenics Pharmaceuticals, Inc."

All labels to be approved by both parties. All product labeling and literature shall contain the phrase "For Laboratory Use." Progenics will package product as 100 micrograms per vial, or in other package sizes as mutually agreed upon by both parties. Product will be shipped on dry ice. Shelf life of the Product will be no less than six (6) months upon receipt by Intracel.

10. CONFIDENTIALITY: The parties hereto shall keep confidential all confidential technical information, shall not disclose or make known to any individual, firm, or corporation, except when authorized in writing to do so by the other party, and shall not use such information for any purpose other than the performance of the obligations provided in this Agreement. The provisions of this clause shall remain binding for five
(5) years after the termination of this agreement. Each party shall use the same degree of care to avoid disclosure of confidential technical information as the party employs with similar information of its own which it does not desire to publish or disclose. Any confidential information shared between the parties must be identified and labeled in writing as confidential. The confidentiality of and information disclosed verbally must be identified in writing as confidential no more than 14 days after disclosure.

This obligation shall not apply to information and/or documents which:

A) Are or come within the public domain otherwise than as a consequence of a breach of the obligations hereunder;

B) Are known to the receiving party prior to disclosure by the other party as shown by the receiving party's records;

C) Are lawfully disclosed to the receiving party by third parties; or

D) Are subsequently independently developed by the receiving party through no reference whatsoever to disclosure hereunder.

11. WARRANTY: Progenics warrants the packaged product hereunder shall meet the specifications set forth in the attached Product Specification Sheets and shall be free from defects except those caused by misuse or mishandling occurring after such delivery. Progenics agrees to notify Intracel prior to making any formulation changes in the Product. Progenics further warrants that packaged product will meet the warranty of merchantability and fitness for intended use. In the event of a recall of Product, Progenics agrees to reimburse Intracel for all reasonable costs incurred in the recall.

12. USE OF MATERIAL: Progenics shall supply Intracel sCD4 and gp120 to be sold by Intracel to third parties. The material will be used only for research purposes and not for other uses such as clinical diagnostics or therapeutic development. This Agreement is limited to resale of sCD4 and gp120 as packaged at Progenics and does not allow Intracel to modify the Product or combine the Product with other components, with the exception of labeling Product with biotin, HRP, or FITC, which is permitted.

13. RELATIONSHIP OF THE PARTIES: Nothing contained herein shall be construed to empower either party to act as agent for the other. The parties agree that each of them shall, in relation to its obligations hereunder, be acting as an independent contractor.

14. CANCELLATION: This Agreement may be canceled by either party upon 120 days written notice to the other party.

15. ENTIRETY: This Agreement, together with the Attachments specifically referenced and attached hereto, embodies the entire understanding between Intracel and Progenics, and there are no contracts, warranties, or representations, oral or written, express or implied, with reference to the subject matter hereof which are not merged herein. Except as otherwise specifically stated, no modification hereto shall be of any force or effect unless reduced to writing and signed by both parties and expressly referred to as being modifications of this Agreement.

AGREED & APPROVED:

For Progenics:                                 For Intracel:
-------------                                  -------------
Name:      Paul J. Maddon, M.D., Ph.D.     Name:      Cheryl G. Cataldo
Title:     Chairman & CEO                  Title:     Controller
Signature: /s/ Paul J. Maddon              Signature: /s/ Cheryl G. Cataldo
Date:      February 7, 1996                Date:      February 8, 1996

EXHIBIT 10.13

License Agreement Between

Sloan-Kettering Institute for Cancer Research

and

Progenics Pharmaceuticals, Inc.

THIS LICENSE AGREEMENT, effective November 17, 1994, is entered into by Progenics Pharmaceuticals, Inc. a corporation of the State of Delaware, having its principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591 (herein called LICENSEE), and Sloan-Kettering Institute for Cancer Research, a not-for-profit membership corporation of the State of New York, having its principal place of business at 1275 York Avenue, New York, New York 10021 (herein called LICENSOR).

I. BACKGROUND OF AGREEMENT

1.00 LICENSOR represents that it has certain technology, patent applications and technical information pertaining to cancer vaccines with respect to which it is prepared to grant an exclusive license to LICENSEE.

1.01 LICENSEE wishes to acquire an exclusive license under selected patents and technical information of LICENSOR for purposes of developing and commercializing vaccines for the treatment and prevention of human neoplastic disease worldwide.

1.02 LICENSOR acknowledges that commercialization of LICENSED PRODUCTS may require LICENSEE to obtain additional licenses and technologies from others.

II. DEFINITIONS

As used herein, the following terms shall have the meanings set forth below:

2.00 DEFINITIONS EXHIBIT means the Exhibit A attached to this LICENSE AGREEMENT which contains additional defined terms.

2.01 EFFECTIVE DATE means November 17, 1994 which is the date upon which this LICENSE AGREEMENT becomes effective.

2.02     LICENSED PATENT(s) shall mean

         a) the following patent applications and patents relating
     to ganglioside vaccines,  intermediates or methods of
     producing them, or methods of, or compositions using, them
     which are owned by LICENSOR
     [***]

               (i) U.S. Patent Application No. 08/009,268 (Filed
           January 22, 1993) all patents issuing therefrom and all
           divisions, continuations, reissues, substitutes, and
           extensions thereof and the foreign equivalents thereof;


           [***]

                (ii) all patents and patent applications, whether filed
            before or after the EFFECTIVE DATE of this Agreement, which
            claim priority under 35 U.S.C. Sec. 119 or the benefit of the
            filing date under 35 U.S.C. Sec. 120 of the patent applications
            and patents of subparagraph (i), but only to the extent of subject
            matter in such applications and patents for which priority or
            benefit is claimed.

[***]

b) any developments related to or arising out of the subject matter described in a) above which are dominated by the patent applications or patents described in a) above or [***]

2.03 LICENSED TERRITORY means worldwide.

2.04 LICENSED FIELD means, and is limited to, the practice of the LICENSED PATENTS and TECHNICAL INFORMATION for

a) the treatment or prevention of neoplastic human disease with any of the following:

[***]

*** Confidential Treatment Requested

[***]

[***]

b) the treatment or prevention of human cancer using other ganglioside vaccines [***]

2.05 LICENSED PRODUCT(S) means any and all products which fall within the LICENSED FIELD and which would infringe the claims of LICENSED PATENT(S) but for this LICENSE AGREEMENT or are produced or used using a process or method that would infringe but for this LICENSE AGREEMENT a claim of a LICENSED PATENT or were developed using TECHNICAL INFORMATION.

2.06 LICENSED TECHNOLOGY means the LICENSED PATENT(S) and the TECHNICAL INFORMATION.

2.07 LICENSE AGREEMENT means the license agreement, defined by the document in which this paragraph appears. This LICENSE AGREEMENT is between Sloan-Kettering Institute for Cancer Research, as LICENSOR, and Progenics Pharmaceuticals, Inc., as LICENSEE. Also included in this LICENSE AGREEMENT are all Exhibits attached hereto and all amendments which may be made thereto.

2.08 TECHNICAL INFORMATION means unpublished research and development information, unpatented inventions, know-how, trade secrets, and technical data in the possession of LICENSOR at the effective date of this LICENSE AGREEMENT which are needed to produce or gain government approvals to market LICENSED PRODUCT(S) and which LICENSOR has the right to and will provide to LICENSEE upon request. However, TECHNICAL INFORMATION does not include patient names. Information and materials shall no longer be considered to be TECHNICAL INFORMATION if such information or materials cease to be CONFIDENTIAL INFORMATION.

[***] Confidential Treatment Requested

III. LICENSE GRANT

3.00 LICENSOR hereby grants to LICENSEE to the extent of the LICENSED FIELD and LICENSED TERRITORY, a license under LICENSED PATENTS and TECHNICAL INFORMATION to make, have made, use, sell, have sold and develop LICENSED PRODUCTS. No license under LICENSED PATENTS and TECHNICAL INFORMATION is granted, and no license should be implied, with respect to activities of LICENSEE outside the LICENSED FIELD.

3.01 The license granted to LICENSED PATENTS pursuant to paragraph 3.00 hereof shall be exclusive, with the right to grant sublicenses, subject to the provisions in Article VI of this LICENSE AGREEMENT. The license granted to TECHNICAL INFORMATION pursuant to paragraph 3.00 shall be exclusive for the LICENSED FIELD with the right to grant sublicenses, subject to the provisions in Article VI of this LICENSE AGREEMENT.

3.02 The license granted in Article III shall be granted to AFFILIATES of LICENSEE upon receipt of written notification to LICENSOR. On the EFFECTIVE DATE, the license is granted to LICENSEE's AFFILIATE Active Biotherapies, Inc., 777 Old Saw Mill River Road, Tarrytown, New York 10591.

3.03 Without limiting the foregoing license grants, LICENSOR agrees that this grant will extend to and authorize the manufacture, sale, lease or other transfer of LICENSED PRODUCTS, LICENSED PATENTS and TECHNICAL INFORMATION through an AFFILIATE or a DISTRIBUTOR and shall authorize END USERS' use of LICENSED PRODUCTS, LICENSED PATENTS AND TECHNICAL INFORMATION transferred by LICENSOR to LICENSEE's AFFILIATE or DISTRIBUTORS.

3.04 All rights granted in this LICENSE AGREEMENT are expressly granted subject to the rights of the GOVERNMENT pursuant to 35 U.S.C. Sections 200 ET SEQ., as amended, and the implementing regulations, and such rights are specifically reserved by this LICENSE AGREEMENT to the GOVERNMENT. If LICENSOR is required to grant licenses pursuant to the statutory and regulatory requirements referred to in this paragraph, or if the license granted to LICENSEE under this LICENSE AGREEMENT is otherwise modified or limited by the GOVERNMENT pursuant to such requirements, LICENSOR and LICENSEE shall negotiate in good faith

a reduction of the license fees and royalties payable hereunder and such other amendments of this LICENSE AGREEMENT as may be appropriate under the circumstances.

3.05 Notwithstanding the exclusive field license granted herein, LICENSOR specifically reserves the rights to manufacture, or use the LICENSED PATENTS, LICENSED PRODUCTS and TECHNICAL INFORMATION for its own internal purposes, including continuing research, development, testing, clinical use and all other internal uses. LICENSOR may have the LICENSED PRODUCTS manufactured by third parties solely for LICENSOR's internal use provided any such third party agrees in writing (a) not to use the TECHNICAL INFORMATION except for such purpose and (b) not to disclose the TECHNICAL INFORMATION to others. LICENSOR also reserves the right to permit other entities or individuals to use the LICENSED PATENTS, LICENSED PRODUCTS, and TECHNICAL INFORMATION solely for academic research purposes provided such other entities or individuals agree in writing (a) to use the same only for academic research purposes, (b) not to provide the same to other entities or individuals and (c) not to disclose the TECHNICAL INFORMATION to others.

3.06 Provided LICENSOR's AFFILIATE(S) is capable and accepts, LICENSEE hereby grants to LICENSOR's AFFILIATE(S) a right of first refusal to function as a site at which the clinical tests or trials of any LICENSED PRODUCT(S) are performed. Such right of first refusal shall mean that LICENSEE shall request a proposal from LICENSOR setting forth the procedures which LICENSOR would follow in the tests and the associated costs. If LICENSEE decides not to accept LICENSOR's proposal then LICENSEE may only contract with a clinical test site(s) whose proposal is more favorable (taken as a whole) to LICENSEE than that proposed by LICENSOR.

IV. LICENSE FEES AND ROYALTY

4.00 LICENSEE shall, as a license fee, pay to LICENSOR the sum
[***]

[***] Confidential Treatment Requested

[***]

4.01 LICENSEE shall pay to LICENSOR a royalty of
[***]

4.02 If at the time of the sale of a LICENSED PRODUCT a patent application is still pending and no valid claims have issued which such LICENSED PRODUCT would infringe then the royalty rate for such LICENSED PRODUCT shall be [***] Once such claim(s) issue the royalty rate for a LICENSED PRODUCT covered by such claim shall be as set forth in paragraph 4.01.

4.03 In the event that a LICENSED PATENT is abandoned or expires or if all of its claims are finally declared invalid by a non-appealable decision of a court of competent jurisdiction through no fault or cause of LICENSEE, [***]

                                          Minimum Royalty,
Calendar Year                          U.S. $ per Calendar Year*

1995                                         [***]
1996
1997
1998
1999
2000

[***] Confidential Treatment Requested

2001 [***] 2002 and each calendar year
thereafter during the term of
this LICENSE AGREEMENT

[***]

5.01 LICENSEE shall use its best reasonable efforts to develop and market LICENSED PRODUCT(S) for commercial sale and distribution throughout the LICENSED TERRITORY, and to such end, LICENSEE, its AFFILIATES or its SUBLICENSEES shall achieve the following objectives within the designated years following the date of this LICENSE AGREEMENT in accordance with the following schedule:

[***]

Failure to achieve these objectives shall result in LICENSOR having the option to terminate the license granted hereunder, subject to LICENSEE's right to achieve the missed objective within

[***] Confidential Treatment Requested

sixty (60) days of receipt of written notice of termination from LICENSOR. LICENSOR shall not unreasonably withhold its consent to any revision in the preceding schedule requested in writing by LICENSEE and supported by evidence of technical difficulties or delays in the clinical studies or regulatory process that could not have been reasonably avoided. Notwithstanding the foregoing, LICENSOR shall not have a right to terminate the license for the failure of LICENSEE to meet a goal if such failure is a result of
(i) causes beyond LICENSEE's direct control; (ii) LICENSOR's failure to meet its obligations hereunder; (iii) infringement of third party patents; or (iv) actions or inactions of a federal or state agency whose approval is required for commercial sales.

At intervals no longer than every twelve months LICENSEE shall report in writing to LICENSOR's Office of Industrial Affairs on progress made toward the objectives set forth above.

LICENSED PRODUCT(s) used, sold, leased, or transferred within the United States shall be manufactured substantially in the United States.

LICENSOR and LICENSEE acknowledge that each may be required to disclose to the other information which is CONFIDENTIAL INFORMATION. Each agrees to take reasonable precautions to protect such CONFIDENTIAL INFORMATION and preserve its confidential, proprietary, or trade secret status. Each shall use at least the same degree of care and precaution as is customarily used to protect its own CONFIDENTIAL INFORMATION.

5.02 LICENSOR may, by written notice to LICENSEE, terminate this LICENSE AGREEMENT during any February subsequent to the year 2002, if LICENSEE has not either (a) practiced the LICENSED PATENTS during the calendar year that precedes each such February to the extent of generating earned royalties or SUBLICENSE ROYALTIES as provided by Articles IV and VI of this LICENSE AGREEMENT in the amount of [***]

[***] Confidential Treatment Requested

VI. SUBLICENSING

6.00 The license rights granted under this LICENSE AGREEMENT shall specifically include the right for LICENSEE to grant sublicenses. LICENSEE shall supply LICENSOR with an English language copy of the executed agreement within thirty (30) days after the execution of the sublicense agreement.

6.01 Sublicenses shall be transferable only from LICENSEE to an AFFILIATE of LICENSEE or in connection with a MAJOR CORPORATE TRANSACTION.

6.02 All sublicenses granted by LICENSEE shall expressly provide that Articles II (DEFINITIONS), III (LICENSE GRANT), IX (TERMINATION), X (LITIGATION), XI (RECORDS), XII, (NONASSIGNABILITY), XIV (NONUSE OF LICENSOR's NAME, etc.), XVI (MARKING) AND XVIII (EXPORTATION OF TECHNICAL INFORMATION) of this LICENSE AGREEMENT shall be binding upon the SUBLICENSEE, as if SUBLICENSEE were a party to this LICENSE AGREEMENT.

6.03 Each sublicense agreement shall include a provision stating that the sublicense agreement shall automatically be modified or terminated, in whole or in part, upon any modification or termination, in whole or in part, of the LICENSE AGREEMENT if, and to the extent, such modification or amendment to the LICENSE AGREEMENT is relevant to and affects the terms of the sublicense agreement. Such modification or termination of the sublicense agreement shall be consistent with and reflect the modifications or termination of the LICENSE AGREEMENT. Upon termination of this LICENSE AGREEMENT for any reason, any sublicensee not then in default shall have the right to seek a license from LICENSOR. LICENSOR agrees to negotiate such licenses in good faith under reasonable terms and conditions.

[***]

6.04 LICENSEE shall pay to LICENSOR a portion ("SUBLICENSE ROYALTIES") of all accrued sublicense issue fees and sublicense royalties payable to LICENSEE from its SUBLICENSEES under this LICENSE AGREEMENT ("SUBLICENSE INCOME") from the Effective Date and during the term of the LICENSED PATENTS as follows: [***]

*** Confidential Treatment Requested

[***]

6.05 In the event that SUBLICENSE INCOME becomes accrued and payable at a time when no valid claims of the LICENSED PATENTS have issued which would be infringed by the manufacture, sale or use of a LICENSED PRODUCT, then the SUBLICENSE ROYALTIES specified in Paragraph 6.04 shall be reduced as follows:
[***]

6.06 In the event that a LICENSED PATENT is abandoned or expires or if all of its claims are finally declared invalid by a non-appealable decision of a court of competent jurisdiction through no fault or cause of LICENSEE, [***]

6.07 The SUBLICENSE ROYALTIES shall be paid by LICENSEE to LICENSOR in conjunction with LICENSEE's earned royalty payments and shall be accompanied by written reports, as required with the LICENSEE's earned royalty payments, sufficient to allow LICENSOR to audit the activities of each SUBLICENSEE.

6.08 The minimum royalty for a year will be creditable against SUBLICENSE ROYALTIES to the extent and as provided in paragraph 5.00.

VII. PAYMENTS AND REPORTS, LICENSED PATENT EXPENSES

7.00 Not later than the last day of each November, March, May and August, LICENSEE shall furnish to LICENSOR a written

[***] Confidential Treatment Requested

statement in such detail as LICENSOR may reasonably require of all amounts due pursuant to Articles IV and VI for the previous calendar quarter ended the last days of the preceding September, December, March and June, respectively, and shall pay to LICENSOR all amounts due to LICENSOR. In the event that the amounts due at the end of any calendar year do not equal the minimum royalties specified in paragraph 5.00 for said calendar year, LICENSEE shall pay to LICENSOR no later than the last day of March of the following calendar year, the amount required to satisfy the minimum royalty obligation for said calendar year. Such amounts are due at the dates the statements are due. If no amount is accrued during any calendar quarter, a written statement to that effect shall be furnished.

7.01 Payments provided for in this LICENSE AGREEMENT, when overdue, shall bear interest at a rate per annum equal to one percent (1%) in excess of the "PRIME RATE" published by "The Wall Street Journal" at the time such payment is due, and for the time period until payment is received by LICENSOR.

7.02 If this LICENSE AGREEMENT is for any reason terminated before all of the payments herein provided for have been made (including minimum royalties for the year in which the agreement is terminated), LICENSEE shall promptly submit a terminal report and pay to LICENSOR any remaining unpaid balance as of the termination date even though the due date as above provided has not been reached.

7.03 LICENSEE shall reimburse LICENSOR for all reasonable expenses incurred by LICENSOR after the EFFECTIVE DATE of this LICENSE AGREEMENT in connection with the filing, prosecution and maintenance of LICENSED PATENTS in the United States. At LICENSOR's option, LICENSOR's patent counsel may bill LICENSEE directly for such expenses and LICENSEE shall remit payment for any undisputed amounts directly and promptly (within 30 days) to LICENSOR's patent counsel. If the license should become non- exclusive then (a) LICENSEE shall only be responsible for its pro rata share of any patent prosecution expenses and fees incurred after the license becomes non-exclusive and (b) any person becoming a licensee thereafter will be required to pay a pro rata share of such expenses and fees and LICENSEE shall be entitled to the excess if any of any expenses and fees paid over its pro rata

portion assuming that the new licensee had become a licensee at the time that the license became non-exclusive.

7.04 LICENSOR shall apply for, seek prompt issuance of, and maintain during the term of this LICENSE AGREEMENT the LICENSED PATENTS in the United States. LICENSOR will consult with LICENSEE before seeking any foreign patent protection. If LICENSEE wants LICENSOR to seek such protection, LICENSOR shall apply for that protection and LICENSEE shall reimburse LICENSOR for all reasonable fees and costs as provided. The prosecution, filing and maintenance of all patents and applications comprising the LICENSED PATENTS shall be the primary responsibility of LICENSOR. LICENSOR shall keep LICENSEE fully informed concerning LICENSED PATENTS, and shall promptly provide to LICENSEE copies of all correspondence relating to LICENSED PATENTS from the patent offices in those countries in which patents are filed as well as copies of all responses thereto. So long as LICENSEE timely provides comments to LICENSOR concerning the preparation of responses to Office Actions, LICENSOR's counsel shall give due consideration to such comments. If LICENSEE does not want to support the filing, prosecution, or maintenance of any patent application or patent in a country, LICENSOR may do so, in which case LICENSEE's rights and obligations to such patent or patent application in such country shall terminate.

VIII. DISCLAIMER OF WARRANTIES, INDEMNITY AND INSURANCE

8.00 NOTHING IN THIS LICENSE AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY LICENSOR OF THE VALIDITY OF ANY OF THE LICENSED PATENTS OR TECHNICAL INFORMATION.

LICENSEE will indemnify and hold LICENSOR harmless against any and all actions, suits, claims, demands, prosecutions, costs and expenses (including actual reasonable attorneys' fees) based on or arising out of this LICENSE AGREEMENT, including, without limitation, the manufacture, packaging, use, sale, rental or lease of LICENSED PRODUCTS, even if altered or used for a purpose not intended, or the use of LICENSED PATENTS or TECHNICAL INFORMATION by LICENSEE, its AFFILIATES, its SUBLICENSEES or its (or their) customers and any representation made or warranty given by

LICENSEE, its AFFILIATES or SUBLICENSEES with respect to LICENSED
PRODUCTS or LICENSED TECHNOLOGY.

LICENSEE shall maintain, during the term of this LICENSE AGREEMENT, comprehensive general liability insurance, including products liability insurance, with reputable and financially secure insurance carriers reasonably acceptable to LICENSOR, to cover the activities of LICENSEE, its AFFILIATES and its SUBLICENSEES, for minimum limits of [***] combined single limit for bodily injury and property damage per occurrence and in the aggregate. Such insurance shall include LICENSOR, its trustees, directors, officers, employees, and agents as additional insureds. Prior to any administration of a LICENSED PRODUCT to a human being, LICENSEE shall furnish to LICENSOR a certificate of insurance evidencing such coverage, with thirty (30) days' written notice to LICENSOR of cancellation or material change.

The insurance required of LICENSOR under this Article VIII shall be primary coverage; any insurance LICENSOR may purchase shall be excess and noncontributory. The insurance required of LICENSEE shall at all times comply with all statutory workers' compensation and employers' liability requirements covering its employees with respect to activities performed under this LICENSEE AGREEMENT.

8.01    Compliance with Governmental Obligations.

         a) LICENSEE, AFFILIATES and SUBLICENSEES shall comply upon
     reasonable notice from LICENSOR with all governmental
     requests directed to either LICENSOR or LICENSEE and provide
     all information and assistance necessary to comply with the
     governmental requests.

         b) LICENSEE shall insure that research, development, and
     marketing under this LICENSE AGREEMENT will comply with all
     government regulations in force and effect including, but not
     limited to, Federal, state and municipal legislation.

[***] Confidential Treatment Requested

IX. TERMINATION

9.00 This LICENSE AGREEMENT shall terminate upon the expiration of the last to expire of the LICENSED PATENTS included herein, or upon the abandonment of the last to be abandoned of any patent applications included herein, or 15 years from the date of FIRST COMMERCIAL SALE, whichever is later, unless the LICENSE AGREEMENT is sooner terminated. Following termination of this LICENSE AGREEMENT pursuant to this paragraph, LICENSEE shall have the right to manufacture, have manufactured, use, sell, have sold, and develop LICENSED PRODUCTS without further obligations to LICENSOR.

9.01 LICENSEE may terminate this LICENSE AGREEMENT at any time upon ninety (90) days' written notice in advance to LICENSOR. If LICENSOR is not in material breach of the LICENSE AGREEMENT at the time of termination, then all of the rights, but not the then accrued liabilities of LICENSEE, its AFFILIATES and SUBLICENSEES, under the LICENSED TECHNOLOGY shall revert and belong to LICENSOR. If LICENSEE is not in material breach of the LICENSE AGREEMENT at the time of termination, then LICENSEE shall have the right for one year thereafter to dispose of all LICENSED PRODUCTS then in its inventory, and shall pay royalties thereon, in accordance with the provisions of this LICENSE AGREEMENT, as though this LICENSE AGREEMENT had not terminated.

9.02 If either party shall be in default of any obligation hereunder, or shall be adjudged bankrupt, or become insolvent, or make an assignment for the benefit of creditors, or be placed in the hands of a receiver or a trustee in bankruptcy, the other party may terminate this LICENSE AGREEMENT by giving sixty (60) days' notice by Registered Mail to the other party, specifying the basis for termination. If within sixty (60) days after the receipt of such notice, the party receiving notice shall remedy the condition forming the basis for termination, such notice shall cease to be operative, and this LICENSE AGREEMENT shall continue in full force.

9.03 The word "termination" and cognate words, such as "term" and "terminate," used in this Article IX and elsewhere in this LICENSE AGREEMENT are to be read, except where the contrary is specifically indicated, as omitting from their effect the

following rights and obligations, all of which survive any termination to the degree necessary to permit their complete fulfillment or discharge:

a) LICENSEE's obligation to supply a terminal report as specified in paragraph 7.02 of this LICENSE AGREEMENT.

b) LICENSOR's right to receive or recover and LICENSEE'S obligation to pay royalties (including minimum royalties) accrued or accruable for payment at the time of any termination.

c) LICENSEE's obligation to maintain records under paragraph 11.00 of this LICENSE AGREEMENT.

d) Licenses, releases, and agreements of nonassertion running in favor of customers or transferees of LICENSEE in respect to products sold or transferred by LICENSEE prior to any termination and on which royalties shall have been paid as provided in paragraph 4.01 of this LICENSE AGREEMENT.

e) Any cause of action or claim of either party accrued or to accrue, because of any breach or default by the other party.

f) The representation and disclaimer of warranties and indemnification obligations of paragraph 8.00.

g) The confidentiality obligations under paragraph 5.01.

9.04 In the event LICENSEE is permanently enjoined from exercising its license rights granted hereunder pursuant to an infringement action brought by a third party, or if both LICENSEE and LICENSOR elect not to undertake the defense or settlement of such a claim of alleged infringement for a period of six months from notice of such claim or suit, then LICENSEE shall have the right to terminate this LICENSE AGREEMENT with respect to the infringing patent claims following thirty (30) days' written notice to LICENSOR.

X. LITIGATION

10.00 Each party shall notify the other party in writing of any suspected infringements of or by the LICENSED PATENTS in the LICENSED TERRITORY and shall inform the other party of any evidence of such infringements.

10.01 INFRINGEMENT OF LICENSED PATENTS DURING EXCLUSIVE PERIOD. So long as this LICENSE AGREEMENT remains exclusive the LICENSEE shall have the first right to defend the LICENSED PATENTS against infringement or interference by other parties in whole or in part in the LICENSED FIELD in any country in which a LICENSED PATENT is in effect hereunder, including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference. LICENSOR agrees to join as a party plaintiff in any such lawsuit initiated by LICENSEE and to cooperate with LICENSEE in LICENSEE's prosecution, if requested by LICENSEE, with all reasonable costs, attorney fees, and expenses to be paid by LICENSEE. However, if LICENSEE does not institute suit for infringements within ninety (90) days of receipt of written notice from LICENSOR of LICENSOR's desire to bring suit for infringement in its own name and on its own behalf, then LICENSOR may, at its own expense, bring suit or take any other appropriate action. In the event that LICENSEE shall undertake the enforcement of the LICENSED PATENTS by litigation, LICENSEE may withhold [***] of the payments otherwise thereafter due LICENSOR and apply the same toward reimbursement of up to half of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to such suit, and next toward reimbursement of LICENSOR for any payments past due or withheld and applied pursuant to this paragraph. The balance remaining from any such recovery shall be retained by LICENSEE.

10.02 INFRINGEMENT OF LICENSED PATENTS DURING NON-EXCLUSIVE PERIOD. If this LICENSE AGREEMENT is nonexclusive at the time of infringements, the sole right to institute suit for infringement and to recover damages shall rest with LICENSOR.

[***] Confidential Treatment Requested

10.03 LICENSEE shall be entitled to any recovery of damages resulting from a lawsuit brought by it pursuant to paragraph
10.01. LICENSOR shall be entitled to recovery of damages resulting from any lawsuit brought by LICENSOR to enforce any LICENSED PATENT, pursuant to paragraph 10.01 or 10.02.

10.04 Neither party may settle with any infringer without the prior approval of the other party if such settlement would affect the rights of the other party under the LICENSED PATENTS.

10.05 INFRINGEMENT BY LICENSED PATENTS. Each party shall promptly notify the other in writing in the event that a third party shall bring a claim of infringement against LICENSOR or LICENSEE, either in the United States or in any foreign country in which there is a LICENSED PATENT. So long as this LICENSE AGREEMENT is exclusive, LICENSEE in its own name and at its sole expense shall have the first right to defend the LICENSED PATENTS and may compromise, settle or otherwise pursue such defense in such a manner and on such terms as LICENSEE shall see fit. In the event that LICENSEE shall undertake such defense, LICENSEE may withhold [***] of the payments otherwise thereafter due LICENSOR and apply the same toward reimbursement of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to such suit, and next toward reimbursement of LICENSOR for any payments past due or withheld and applied pursuant to this paragraph. The balance remaining from any such recovery shall be retained by LICENSEE.

XI. RECORDS

11.00 LICENSEE shall keep accurate records of all operations affecting payments hereunder, and shall permit LICENSOR or its duly authorized agent to inspect all such records and to make copies of or extracts from such records during regular business hours throughout the term of this LICENSE AGREEMENT and for a reasonable period of not less than three (3) years thereafter.

[***] Confidential Treatment Requested

XII. NONASSIGNABILITY

12.00 The parties agree this LICENSE AGREEMENT imposes personal obligations on LICENSEE. LICENSEE shall not assign any rights under this LICENSE AGREEMENT not specifically transferable by its terms (other than to an AFFILIATE or in connection with a MAJOR CORPORATE TRANSACTION) without the written consent of LICENSOR, which shall not be unreasonably withheld, delayed or conditioned. LICENSOR may assign its rights hereunder but not to a competitor of LICENSEE.

XIII. SEVERABILITY

13.00 The parties agree that if any part, term, or provision of this LICENSE AGREEMENT shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

XIV. NONUSE OF LICENSOR'S NAME AND LICENSOR EMPLOYEES AS CONSULTANTS, BOARD MEMBERS OR EMPLOYEES

14.00 In publicizing anything made, used, or sold under this LICENSE AGREEMENT, LICENSEE shall not use the name of LICENSOR or otherwise refer to any organization related to LICENSOR, except with the written approval of LICENSOR and except that LICENSEE may make statements to the effect that (a) it is licensed by LICENSOR under the LICENSED PATENTS and (b) [***] David A. Scheinberg, M.D., Ph.D. are staff of LICENSOR and there is a relationship between these individuals and LICENSEE. LICENSOR shall respond to any such LICENSEE'S request to use LICENSOR's name or otherwise refer to any organization related to LICENSOR within fourteen (14) days after receiving LICENSEE's request.

LICENSOR shall respond to any such LICENSEE's request to use LICENSOR's name or otherwise refer to any organization related to LICENSOR within fourteen (14) days after receiving LICENSEE's request.

14.01 Neither LICENSEE, its AFFILIATES nor its SUBLICENSEES shall hire as consultants, board members or employees any individual who is at the same time also an employee of LICENSOR or its AFFILIATES without first obtaining LICENSOR's prior written consent to such hiring agreement.[***] LICENSOR hereby consents to the involvement of [***]

*** Confidential Treatment Requested

[***]
and David A. Scheinberg, M.D., Ph.D. with LICENSEE or its AFFILIATES, provided that their involvement is described in separate agreements that have been approved by LICENSOR as consistent with LICENSOR's policies.

XV. WAIVER, INTEGRATION ALTERATION

15.00 The waiver of a breach hereunder may be effected only by a writing signed by the waiving party and shall not constitute a waiver of any other breach.

15.01 This LICENSE AGREEMENT represents the entire understanding between the parties, and supersedes all other agreements, express or implied, between the parties concerning LICENSED PATENTS and TECHNICAL INFORMATION.

15.02 A provision of this LICENSE AGREEMENT may be altered only by a writing signed by both parties, except as provided in paragraph 13.00 above.

XVI. MARKING

16.00 LICENSEE shall place in a conspicuous location on LICENSED PRODUCTS that would infringe LICENSED PATENTS but for this LICENSE AGREEMENT, a patent notice in accordance with 35 U.S.C. Section 282. LICENSEE agrees to mark any products made using a process covered by any LICENSED PATENT with the number of each such patent and, with respect to such LICENSED PATENTS, to respond to any request for disclosure under 35 U.S.C. Section 287(b)(4)(B) by only notifying LICENSOR of the request for disclosure.

XVII. APPLICABLE LAW

17.00 This LICENSE AGREEMENT shall be construed in accordance with the substantive laws of the State of New York of the United States of America.

[***] Confidential Treatment Requested

XVIII. EXPORTATION OF TECHNICAL INFORMATION

18.00 LICENSEE agrees to comply with the laws and rules of the GOVERNMENT regarding prohibition of exportation of TECHNICAL INFORMATION furnished to LICENSEE either directly or indirectly by LICENSOR.

XIX. NOTICES UNDER THE LICENSE AGREEMENT

19.00 For the purpose of all written communications and notices between the parties, their addresses shall be:

LICENSOR:            Mr. James S. Quirk
                     Senior Vice President
                     Research Resources Management
                     Sloan-Kettering Institute for Cancer Research
                     1275 York Avenue
                     New York, New York 10021

LICENSEE:            Paul J. Maddon, M.D., Ph.D.
                     Chairman, President and CEO
                     Progenics Pharmaceuticals, Inc.
                     777 Old Saw Mill River Road
                     Tarrytown, New York 10591

or any other addresses of which either party shall notify the other party in writing.

IN WITNESS WHEREOF the parties have caused this LICENSE AGREEMENT to be executed by their duly authorized officers on the respective dates hereinafter set forth.

LICENSEE
PROGENICS PHARMACEUTICALS, INC.

By:                           /s/ Paul A. Maddon
   -------------------------------------------------------------------------
Title:                         Chairman and CEO
      ----------------------------------------------------------------------
Date:                          November 17, 1994
     -----------------------------------------------------------------------

LICENSOR
SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH

By:                            /s/ Javier S. Furl
   -------------------------------------------------------------------------
Title:                        Senior Vice President
      ----------------------------------------------------------------------
Date:                          November 22, 1994
     -----------------------------------------------------------------------

Exhibit A

DEFINITIONS EXHIBIT

Part 1: Additional licensing terms.

E1.01 AFFILIATES means, with respect to a party of this LICENSE AGREEMENT, any individual or entity which directly or indirectly controls, is controlled by, or is under common control with such party. The term "control" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person or ENTITY; whether through ownership of equity participation, voting securities, or beneficial interests; by contract; by agreement; or otherwise. Also, with respect to LICENSOR, AFFILIATES includes Memorial Hospital for Cancer and Allied Diseases and Memorial Sloan- Kettering Cancer Center, each a not-for-profit membership corporation of the State of New York, each having its principal place of business at 1275 York Avenue, New York, New York 10021.

E1.02 CONFIDENTIAL INFORMATION means the collection of technical information included in the LICENSED TECHNOLOGY or technical information of LICENSEE and confidential non-public information concerning LICENSEE's business plans, strategy and the like. All information which shall be disclosed in confidence by the disclosing party to the receiving party, and which affords a competitive advantage to the disclosing party or its AFFILIATES, shall be presumed to be CONFIDENTIAL INFORMATION, even though limited portions of such technical information may be in the public domain.

The following information shall be excluded from the definition of CONFIDENTIAL INFORMATION: (a) information which the receiving party demonstrates was in the receiving party's possession in written or other tangible form prior to any disclosure; (b) information which the receiving party demonstrates was received from a third party without restriction and not in violation of any duty of nondisclosure on the part of such third party; (c) information which is independently discovered or invented by personnel of a party who do not have direct or

indirect access to the information provided to that party by the other party, or (d) from the time it becomes so known, any information which the receiving party demonstrates was generally known to the trade. Information shall not be considered to be generally known to the trade if, in order to acquire such information from publicly available sources, the receiving party used the disclosing party's CONFIDENTIAL INFORMATION to guide it in reviewing such sources in order to select therefrom a series of relatively unconnected information which may be fit together to match the CONFIDENTIAL INFORMATION first learned from the disclosing party.

E1.03 DISTRIBUTOR means any person or ENTITY engaged by LICENSEE, or any agent or representative of LICENSEE, to distribute any LICENSED PRODUCT(S) either directly or indirectly through other distributors.

E1.04 END USER means any person licensed or otherwise authorized to USE LICENSED PRODUCT(S) for his/her own personal use, or any ENTITY licensed to USE LICENSED PRODUCT(S) in the regular conduct of its own business and not for licensing to other entities or individuals.

E1.05 ENTITY means a corporation, an association, a joint venture, a partnership, a trust, a business, an individual, a government or political subdivision thereof, including an agency, or other organization which can exercise independent legal standing.

E1.06 FIRST COMMERCIAL SALE means the date that the LICENSED PRODUCT(S) are first sold, marketed or publicly made available. LICENSED PRODUCT(S) distributed or used for clinical trials or experimental purposes only shall not be considered marketed or made available and shall not establish the FIRST COMMERCIAL SALE.

E1.07 GOVERNMENT means the Federal Government of the United States of America.

E1.08 MAJOR CORPORATE TRANSACTION means (a) the sale of all or substantially all of the business to which the licenses granted under this LICENSE AGREEMENT relate or (b) the merger of the

LICENSEE with or into or the consolidation of the LICENSEE with another ENTITY.

[***]

E1.010 SUBLICENSEE means any ENTITY, not an AFFILIATE of LICENSEE, which is licensed by LICENSEE, pursuant to this authority granted in this LICENSE AGREEMENT, which has rights to LICENSED TECHNOLOGY beyond those rights commonly granted to an END USER.

E1.011 USE means any form of practice or utilization of the LICENSED TECHNOLOGY, or any portion thereof.

[***] Confidential Treatment Requested

[***]

E2.01       BCG means bacille de Calmette et Guerin, a nonspecific immune
stimulant.

E2.02       DERIVATIVES means a chemical substance derived from another

substance either directly or by modification or partial substitution.

[***]

E2.03 FDA means the Food and Drug Administration of the
GOVERNMENT.

[***]

E2.06 GMP means good manufacturing practices as defined by the FDA of the GOVERNMENT.

[***]
E2.07       KHL means keyhole limpet hemocyanin.

E2.08       NDA means New Drug Application as defined by the FDA of

the GOVERNMENT.

[***]

[***] Confidential Treatment Requested

Exhibit 10.14

CLINICAL TRIAL AGREEMENT

THIS AGREEMENT is made and entered into as of the 12th day of December, 1994 (hereinafter "Effective Date") by and between

SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH and its affiliate, MEMORIAL HOSPITAL FOR CANCER AND ALLIED DISEASES, both having a principal place of business at 1275 York Avenue, New York, New York 10021, membership corporations of the State of New York (hereinafter "SKI/MEMORIAL") and

ACTIVE BIOTHERAPIES, INC., a corporation of the State of Delaware having its principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591, (hereinafter "ABI").

WITNESSETH

WHEREAS, SKI/MEMORIAL has established and maintains a Clinical Immunology Service, a Division of Hematologic Oncology, in the Department of Medicine and has acquired expertise in conducting research investigations, clinical trials and laboratory test evaluations; and

WHEREAS, ABI conducts business in the development, manufacture and sale of therapeutic products; and

WHEREAS, ABI desires SKI/MEMORIAL to conduct a clinical trial to determine the safety and efficacy of GM2 covalently attached to KLH plus the immunological adjuvant QS-21 in patients with melanoma (hereinafter "GM2-KLH conjugate"), said trial entitled

VACCINATION OF MELANOMA PATIENTS WITH GM2 COVALENTLY ATTACHED TO KLH (GM2-KLH) PLUS THE IMMUNOLOGICAL ADJUVANT QS-21: TRIAL COMPARING DOSES OF GM2-KLH

(hereinafter the "Study").

NOW, THEREFORE intending to be legally bound and upon the terms, conditions and covenants hereinafter set forth, SKI/MEMORIAL and ABI agree as follows:

ARTICLE I - THE STUDY

1.1 The Study under this Agreement will be conducted under the protocol approved by SKI/MEMORIAL's Human Subject Institutional Review Board (hereinafter "IRB"), based on the protocol annexed hereto as Exhibit A (hereinafter "Protocol"). SKI/MEMORIAL shall submit the Protocol for approval to the IRB. ABI shall supply Study drug after ABI has:

a. received a mutually executed copy of this Agreement;

b. received documentation from the Office of Industrial Affairs that SKI/MEMORIAL's IRB has approved the Protocol;

Promptly after SKI/MEMORIAL's IRB has approved the final Protocol, the Principal Investigator shall forward a copy to the Office of Industrial Affairs, and the Office of Industrial Affairs shall forward a copy to ABI. The Principal Investigator shall also forward to the Office of Industrial Affairs any subsequent change to the Protocol, and the Office of Industrial Affairs shall forward the change to ABI.

1.2 As part of this Agreement, SKI/MEMORIAL shall appoint Dr. Paul B. Chapman and/or such other physicians as it may deem appropriate as investigators (hereinafter "Investigators") to oversee the Study. If Dr. Chapman should become unable to complete the Study, SKI/MEMORIAL shall consult with ABI regarding the appointment of a new principal investigator. SKI/MEMORIAL will negotiate in good faith to select a new principal investigator so that the Study can continue.

1.3 The Investigators on behalf of SKI/MEMORIAL shall prepare and maintain records and case histories with all pertinent data documented as required by the Protocol on case report forms supplied by ABI. All patient data shall be kept confidential. Information provided to ABI shall not disclose patient names, except to the extent that the patient consent form permits.

1.4 The Investigators shall also immediately notify ABI of any adverse reaction in the course of the Study of which they become aware.

1.5 All applicable government laws, rules, regulations and guidelines, including those of the United States Food and Drug Administration (hereinafter the "FDA"), shall be adhered to by SKI/MEMORIAL and ABI in the performance and documentation of the Study.

1.6 ABI shall provide SKI/MEMORIAL with any investigational protocols, pre-clinical or background information which are germane to the Study.

1.7 ABI shall provide, without cost to SKI/MEMORIAL, sufficient amounts of its GM2-KLH conjugate to SKI/MEMORIAL to conduct the Study. SKI/MEMORIAL may not use this GM2-KLH conjugate in any way other than as specified in the Protocol.

1.8 SKI/MEMORIAL shall use reasonable efforts to obtain an institutional IND for purposes of conducting the Study. At ABI's request any time in the three years after the Effective Date, SKI/MEMORIAL will assign the IND to ABI at no additional charge and write a letter to the FDA to inform them of the assignment of the IND to ABI. ABI shall indemnify SKI/MEMORIAL for any use ABI makes of the IND after SKI/MEMORIAL has assigned it to ABI, including attorney fees.

ARTICLE II - SKI/MEMORIAL STAFF AND FACILITIES

2.1 The Study shall be carried out at SKI/MEMORIAL under the supervision of SKI/MEMORIAL's IRB and the Investigators indicated above.

2.2 SKI/MEMORIAL shall provide the physician, laboratory, statistical, and clinical support staff levels of effort required to complete the Study.

ARTICLE III- REPORTS

3.1 SKI/MEMORIAL shall keep ABI advised of the status of the Study via periodic reports. The frequency of such reports shall be mutually agreed to by both parties. There shall also be a final report of the Study presented to ABI.

3.2 All reports submitted to ABI shall become the property of ABI and may be used by ABI without, however, making any reference to Memorial Sloan-Kettering Cancer Center, Memorial Hospital for Cancer and Allied Diseases or Sloan-Kettering Institute for Cancer Research, unless such reference appears in a communication with the FDA or as otherwise required by law. If ABI desires to make reference to any of the foregoing in utilizing the results of the Study, ABI must first obtain written consent from SKI/MEMORIAL. SKI/MEMORIAL shall respond to any such ABI's request for release of information within thirty (30) days after receiving ABI's request.

ARTICLE IV - PUBLICATION

4.1 Notwithstanding anything contained herein to the contrary including without limitation Articles 5.1 and 9.6, SKI/MEMORIAL may freely publish the results of its investigative findings hereunder. The authorship and contents (including scientific conclusions and professional judgments) of any paper submitted shall be determined by SKI/MEMORIAL. SKI/MEMORIAL shall provide ABI with a copy of the papers prepared for publication prior to their submission to a scientific journal or presentation at scientific meetings. ABI shall have thirty (30) days to review the papers. ABI shall not make any editorial changes in the papers, but may delete any of its Confidential Information (as defined below) contained therein. ABI personnel shall be acknowledged with customary scientific practice.

ARTICLE V - CONFIDENTIAL INFORMATION

5.1 In order to effectively complete the Study, it may be necessary or desirable for the parties to disclose proprietary, trade secret and/or other confidential information (herein "Confidential Information") to one another. Each party agrees that any such Confidential Information disclosed to it or to its employees shall be used only in connection with the legitimate purposes of this Agreement; shall be disclosed only to those who have a need to know it, and shall be safeguarded with the same care normally afforded such Confidential Information in the possession, custody or control of the party receiving the Confidential Information provided, however, that the disclosing party specifies in writing the nature and identity of the Confidential Information and the manner and time of disclosure. The foregoing shall not apply when, after and to the extent the Confidential Information disclosed becomes generally available to the public through no fault of the receiving party, was already known to the receiving party at the time of disclosure as evidenced by written records in the possession of the receiving party prior to such time, or is subsequently received by the receiving party in good faith from a third party without breaching any confidential obligation between the third party and the disclosing party.

ARTICLE VI - COMPENSATION

[***]

6.2 SKI/MEMORIAL shall discuss, if ABI so requests, budgetary matters with ABI, but reserves the right to be the final control on budgetary categories and expenditures. SKI/MEMORIAL shall not be obligated to provide expenditure reports, or to submit to audits by ABI.

[***] Confidential Treatment Requested

6.3 The checks shall be made payable to SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH (Sloan-Kettering Institute Tax I.D. No. 13-1624182) and shall be forwarded to:

Memorial Sloan-Kettering Cancer Center Office of Industrial Affairs
1275 York Avenue
New York, New York 10021

ABI should note on its check stub or in its transmittal letter that the payment relates to a Clinical Trial Agreement, SK#1267, under the direction of Dr. Paul B. Chapman.

ARTICLE VII - INDEPENDENT CONTRACTOR

7.1 Both parties shall, at all times during the performance of this Agreement, remain as independent contractors and the Agreement shall not make the parties partners, joint venturers, or agents of one another. No party to this Agreement shall have the power to bind or obligate the other party.

ARTICLE VIII - TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date of this Agreement and shall continue until completion as provided in the Protocol, which is estimated at about twelve (12) months from the date hereof.

8.2 This Agreement can be terminated by either SKI/MEMORIAL or ABI with or without cause upon thirty (30) days prior written notice without penalty to either party.

8.3 In the event that a.) SKI/MEMORIAL terminates this Agreement prior to completion of the Study, the amount due to SKI/MEMORIAL from ABI shall be
[***]

any time between the Effective Date and the date of termination of this Agreement and then completes the Protocol; or b.) ABI terminates this Agreement then in addition to [***]

8.4 If ABI terminates the Agreement prior to completion of the Study, ABI shall, if permitted by law and requested by SKI/MEMORIAL, supply SKI/MEMORIAL, free of charge, with sufficient GM2-KLH conjugate to allow SKI/MEMORIAL to complete the treatment of those patients participating in the Study on the date of SKI/MEMORIAL's receipt of ABI's termination notice.

*** Confidential Treatment Requested

8.5 Sections 3.2, 4.1, 5.1, 8.3, 8.4, 8.5, 9.1, 9.6 and 9.7 shall all survive the termination of this Agreement.

ARTICLE IX - GENERAL

9.1 ABI shall indemnify, defend and hold SKI/MEMORIAL, and its affiliate corporation, Memorial Sloan-Kettering Cancer Center harmless from and against all claims, causes of action, suits, damages and costs arising out of, resulting from, or otherwise in respect of, the manufacture, sale and/or use of GM2-KLH conjugate except where such claims, causes of action, suits, damages and costs are the result of negligence on behalf of SKI/MEMORIAL, its staff or agents. ABI shall have no obligation to indemnify, defend or hold SKI/MEMORIAL harmless against liability, loss or damage arising from a failure by SKI/MEMORIAL, its staff or agents to; (i) comply with any applicable FDA or other governmental requirement or; (ii) adhere to the terms of the Protocol.

SKI/MEMORIAL shall indemnify, defend and hold ABI harmless from and against all claims, causes of action, suits, damages and costs arising out of, resulting from, or otherwise in respect of, the manufacture, sale and/or use of GM2-KLH conjugate except where such claims, causes of action, suits, damages and costs are the result of negligence on behalf of ABI, its staff or agents. SKI/MEMORIAL shall have no obligation to indemnify, defend or hold ABI harmless against liability, loss or damage arising from a failure by ABI, its staff or agents to; (i) comply with any applicable FDA or other governmental requirement or; (ii) adhere to the terms of the Protocol.

9.2 No right or license is granted under this Agreement by either party to the other either expressly or by implication, except those specifically set forth herein.

9.3 Nothing contained within this Agreement shall impose an obligation of exclusivity on one party by the other. Both parties reserve the right to enter into and participate in other activities (either alone or with a third party) including, but not limited to, clinical trials and sponsored research projects.

9.4 All matters affecting the interpretation, validity and performance of this Agreement shall be governed by the laws of the State of New York applicable to agreements made and to be performed wholly within the State of New York. This Agreement, including the Protocol, sets forth the entire understanding between the parties

herein, and cannot be changed or amended except by written agreement executed by the parties. In the event of any inconsistency in this Agreement, the inconsistency shall be resolved by giving precedence first, to the Articles of this Agreement, and then, to the Protocol. This Agreement may not be assigned by either party without the prior written consent of the other party.

9.5 All notices to be given by either party to the other shall be made in writing by hand delivery or by registered or certified mail, return receipt requested and addressed to the parties at the following addresses respectively:

Sloan-Kettering Institute for Cancer Research 1275 York Avenue
New York, New York 10021

(Attention: Director, Office of Industrial Affairs)

(Copy: James S. Quirk, Senior Vice President)

Active Biotherapies, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591

(Attention: Paul J. Madddon, M.D., Ph.D.

President and CEO)

Any notice shall be effective as of its date of receipt.

9.6 Except as set forth in articles 5.1 and 4.1, as required by law and/or as may be required in order to maintain a party's status as an exempt organization under Section 501(c) (3) of the Internal Revenue Code and regulations thereunder, neither SKI/MEMORIAL nor ABI shall release any information, publicity, news releases or other public announcement, written or oral, with regard to the Agreement or any amendment thereto or to performance hereunder, to newspapers or any other mass communication media without the prior written approval of the other party. SKI/MEMORIAL shall respond to any such ABI's request for release of information within thirty
(30) days after receiving ABI's request. ABI shall not use the name of Memorial Sloan-Kettering Cancer Center, Memorial Hospital for Cancer and Allied Diseases or Sloan-Kettering Institute for Cancer Research, or a variant of any of the foregoing in any advertising, packaging or other promotional material in connection with the GM2-KLH conjugate except as may be required by law.

IN WITNESS THEREOF, SKI/MEMORIAL and ABI have caused this Agreement to be executed in duplicate by their respective duly authorized officers.

ACTIVE BIOTHERAPIES, INC.              SLOAN-KETTERING INSTITUTE
                                       FOR CANCER RESEARCH, AND

By: /s/ Paul J. Maddon                 MEMORIAL HOSPITAL FOR AND
   ---------------------------         ALLIED DISEASES
Paul J. Maddon, M.D., Ph.D.
 President and CEO

Date:  Dec. 23, 1994                 By: /s/ James S. Quirk
     ----------                         -------------------------------
                                             James S. Quirk
                                          Senior Vice President
                                        Research Resources Management

                                     Date: Dec. 12, 1994
                                          -------

                                     By: /s/ Paul B. Chapman
                                        -------------------------------
                                            Paul B. Chapman, M.D.
                                            Principal Investigator

                                     Date: Dec 4, 1994
                                           -------

Exhibit 10.15

LICENSE AND SUPPLY AGREEMENT

This license and supply agreement is entered into as of August 31 , 1995 (the "Effective Date") between Cambridge Biotech Corporation, debtor and debtor in possession, Case No. 94-43054-IFQ, United States Bankruptcy Court for the District of Massachusetts, Western Division, a Delaware corporation, having offices at 365 Plantation Street, Worcester, Massachusetts 01605, and Progenics Pharmaceuticals, Inc., a Delaware corporation having offices at 777 Old Saw Mill River Road, Tarrytown, New York 10591 (each singularly a "Party" and collectively the "Parties") with reference to the following:

RECITALS

WHEREAS, CBC is performing research and development in the field of purified saponin extracts from the tree Quillaja saponaria, production processes therefor and uses thereof as an immune adjuvant; and

WHEREAS, Progenics is performing research and development in the field of vaccines for human cancers and is interested in licensing CBC's rights to such purified saponin extracts for use as an immune adjuvant with such vaccines;

THEREFORE, the parties agree as follows:

1. DEFINITIONS. The following terms shall have the following meanings for purposes of this Agreement:

1.1 "ACTIVE DEVELOPMENT EFFORT" is defined in Section 5.1.

[***]

*** Confidential Treatment Requested

1.3 "ADJUVANT REQUIREMENTS" means the amount of Adjuvant in bulk which Progenics and its sublicensees may require pursuant to the provisions hereof for all research and development, pre-clinical and human clinical testing of Licensed Products and, after Commercial Introduction, production of Licensed Products for comme'rcial sales.

1.4 "AFFILIATE" means any corporation, firm, partnership or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by, or is under common ownership with a party to this Agreement to the extent of at least fifty percent (50%) of the equity (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) having the power to vote on or direct the affairs of the entity and any person, firm, partnership, corporation or other entity actually controlled by, controlling, or under common control with a party to this Agreement.

1.5 "AGREEMENT" means this License and Supply Agreement, including any exhibits, schedules or other attachments thereto, as any of the foregoing may be validly amended from time to time.

1.6 "CBC" means Cambridge Biotech Corporation, a Delaware corporation, its Affiliates, and its successors and permitted assigns.

1.7 "cGLPs" means the current Good Laboratory Practices for Finished Pharmaceuticals pursuant to 21 C.F.R. 58 et seq., as amended from time to time.

1.8 "cGMPs" means the current Good Manufacturing Practices for Finished Pharmaceuticals pursuant to 21 C.F.R. 210 et seq., as amended from time to time.

1.9 "COMMERCIAL INTRODUCTION" means on a country-by-country basis the date of first commercial sale (other than for purposes of obtaining regulatory approval) of a Licensed Product by Progenics or its sublicensees in such country.

1.10 "EFFECTIVE DATE" is defined in the introductory paragraph.

1.11 "FIELD OF USE" means vaccines containing purified GM2 and GD2 ganglioside preparations (whether alone or in combination with each other) for the prevention or treatment of human cancers.

1.12 "FULLY BURDENED MANUFACTURING COST" means the actual cost of Manufacture by CBC of the Adjuvant under a Manufacturing Process in compliance with cGMPs, if applicable, which actual cost shall be comprised of the cost of goods produced as determined in accordance with United States generally accepted accounting

principles, and shall include direct labor, direct material and allocable manufacturing overhead but shall exclude selling, general and administrative, research and development and interest expenses; Fully-Burdened Manufacturing Cost shall include, to the extent applicable, the cost to CBC of having some portion or all of the Manufacturing Process performed by a third party.

[***]

1.15 "KNOWHOW" means materials, data, results, formulae, designs, specifications, methods, processes, improvements, techniques, ideas, discoveries, technical information, process information, clinical information and any other information, whether or not any of the foregoing is patentable, known to and which is confidential (in accordance with Section 9.1 hereof) and proprietary to CBC now or hereafter during the Term, to the extent that any of the foregoing relates to any Licensed Patent Rights or the development, manufacture, use or sale of Adjuvant in connection with the development, manufacture, use or sale of any Licensed Product; provided however, that the term "Knowhow" shall not include any of the foregoing that is subject to proprietary rights of third parties.

1.16 "LICENSED PATENT RIGHTS" means any and all patent applications and patents (including inventor's certificates and utility models) throughout the world, including any substitutions, extensions, reissues, reexaminations, renewals, divisions, continuations and continuation-in-parts of the foregoing, which CBC now or hereafter during the Term owns or controls (solely or jointly) or under which CBC has the fight to grant sublicenses (regardless of any royalty or other payments to a third party required of CBC), to the extent that any of the foregoing covers, in whole or in part, the development, manufacture, use or sale of Adjuvant in connection with the development, manufacture, use or sale of any Licensed Product. "Licensed Patent Rights" shall include, without limitation, the patent listed on Exhibit "A" attached and incorporated into this Agreement.

1.17 "LICENSED PRODUCT" means any vaccine or vaccines formulated using Licensed Patent Rights or Knowhow in the Field of Use.

*** Confidential Treatment Requested

1.18 "LICENSED TERRITORY" means the world.

1.19 "MANUFACTURE" OR "MANUFACTURING PROCESS" means the aseptic storage, handling, production, processing and packaging of Adjuvant in accordance with this Agreement.

[***]

1.21 "OPTION" is defined in Section 3.2.

1.22 "PARTY" AND "PARTIES" are defined in the introductory paragraph.

1.23 "PLA-ENABLING HUMAN CLINICAL TRIAL" means as to a specific Licensed Product, a controlled and lawful study of the efficacy of such Licensed Product by administration of such Licensed Product to human beings where the principal purpose of such trial is to provide statistically significant efficacy data to serve as pivotal support for an application to the United States Food and Drug Administration for approval of a Licensed Product for the indication being investigated by the trial.

1.24 "PROGENICS" means Progenics Pharmaceuticals, Inc., a Delaware corporation, its Affiliates and its permitted successors and assigns.

1.25 "PROGENICS SHARES" is defined in Section 3.2.

1.26 "SPECIFICATIONS" is defined in Section 8.3(a).

1.27 "TERM" is defined in Section 10.1.

1.28 "VALID CLAIM" means a claim in an issued, unexpired patent in the Licensed Patent Rights, which has not been held invalid, unpatentable or unenforceable in an unappealed or unappealable decision of a court or other governmental body of

*** Confidential Treatment Requested

competent jurisdiction, which has not been rendered unenforceable through disclaimer or otherwise, and which has not been lost through an interference proceeding.

2. LICENSE.

2.1 GRANT OF LICENSE RIGHTS. CBC hereby grants to Progenics a worldwide license that is exclusive as to all parties [***], to use the Knowhow and practice the Licensed Patent Rights to develop, manufacture, have manufactured, use, sell, and have sold Licensed Products.

2.2 SUBLICENSES. Progenies shall have the right to grant sublicenses of its rights under this Agreement with respect to Licensed Products (but not the Adjuvant alone) (a "Sublicense") only as follows:

[***]

(c) Progenies shall promptly notify CBC of the execution of each sublicensee and shall provide CBC with a copy of same.

2.3 ON-GOING TRANSFER OF KNOWHOW AND LICENSED PATENT RIGHTS. CBC shall promptly transfer to Progenics existing Knowhow and Licensed Patent Rights for purposes of Progenics' research and development (including but not limited to pre-clinical trials and human clinical trials but excluding Knowhow relating to the Manufacture of the Adjuvant) with respect to Licensed Products. On an on-going basis during the Term, CBC shall identify and disclose to Progenics in writing any and all Knowhow (exclusive of Knowhow relating to the Manufacturing the Adjuvant) then existent, whether or not potentially patentable, and any and all Licensed Patent Rights then existent.

3. SCHEDULE OF PAYMENTS TO CBC.

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3.2 RESTRICTED SHARES. As additional consideration for the rights granted hereunder, Progenies shall issue to CBC simultaneously with the execution of this agreement sixty thousand (60,000) shares of Progenies' common stock (the "Progenies Shares). Each of the Progenies Shares shall be subject to the restriction (the "Transfer Restriction") that no holder of such share shall sell, assign or transfer (collectively a "Transfer") a Progenies Share during the period of time that the Transfer Restriction is in force and effect as to such share. Upon the occurrence of certain milestone events, as set forth below, the Transfer Restriction shall lapse as to the number of Progenies Shares which remain restricted set forth opposite the respective milestone.

MILESTONE NUMBER OF PROGENICS SHARES AS
TO WHICH RESTRICTION LAPSES

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Progenies shall promptly give CBC notice of the occurrence of each milestone. Notwithstanding the foregoing, a holder of Progenies Shares may Transfer all (but not less than all) of the Progenies Shares which are subject to the Transfer Restriction to a transferee of all or substantially all of the business division to

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which this license pertains or to such holder's legal successor upon a merger, reorganization, consolidation, dissolution or liquidation of such holder. In the event that the license hereunder shall terminate pursuant to the provisions of either
Section 5.1 or Section 10, then CBC (or its permitted transferee or successor pursuant to the next preceeding sentence) shall reconvey to Progenics all of the Progenics Shares which on the effective date of such termination remain subject to the Transfer Restriction.

3.3 ROYALTIES. Subject to the other terms of this agreement, Progenics shall pay to CBC royalties as follows:

(a) [***] by Progenics of any Licensed Product covered by a Valid Claim of Licensed Patent Rights, payable on a country-by-country basis until the expiration of the last-to-expire of the Valid Claims covering a Licensed Product in the country of manufacture or sale.
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(b) In the event that Progenics should enter into a Sublicense, CBC will receive [***]

(c) If Licensed Patent Rights existing in a given country are not sufficient to afford a given Licensed Product sufficient protection from competition by a vaccine in the Field of Use manufactured by a third party using an adjuvant based on Quillaja Saponaria and such third party holds at least one-third of the market for such vaccine in the Field of Use in such country, then the royalty rate payable by Progenies to CBC will be [***]

(d) In any country in which there are no Licensed Patent Rights, Progenics shall pay to CBC a royalty equal to [***]

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4. ROYALTY PAYMENTS, REPORTS AND RECORDS.

4.1 COMMERCIAL INTRODUCTION. Progenies shall promptly give CBC notice of the occurrence of Commercial Introduction of each Licensed Product.

4.2 ROYALTY PAYMENTS.

(a) PAYMENTS; DEDUCTION OF TAXES. After the date of Commercial Introduction of the first Licensed Product, royalties under this Agreement on Net Sales of any Licensed Product for a given calendar quarter will be due and payable from Progenies to CBC within thirty (30) days after the end of such calendar quarter. Royalties due under Section 3.3(b) attributable to sublicense fees shall be payable at the end of the quarter when such license fees are payable. Progenies will remit any such royalty payment due to CBC under this Agreement by check payable to CBC. Any tax paid or required to be withheld by Progenies on account of royalties payable to CBC under this Agreement shall be deducted from the amount of royalties otherwise due. Progenies shall make any applicable withholding payments due on behalf of CBC and shall promptly provide CBC with written documentation of any such taxes withheld and paid by Progenies or its sublicensees for the benefit of CBC.

(b) FOREIGN CURRENCY CONVERSION. For sales of any Licensed Product that occur in a currency other than United States dollars ("foreign currency sales"), the quarterly royalty payment will be calculated as follows:

(A/B) X C = United States dollars royalty payment on foreign currency sales, where

A = foreign currency "Net Sales" per quarter

B = foreign exchange conversion rate, expressed in local currency per United States dollar (using as the applicable foreign exchange conversion rate the average of the rate published in the Wall Street Journal or any other mutually agreed-upon source for the last business day of each of the three (3) months of the quarter); and

C = the royalty rate applicable to such Net Sales under
Section 3.2.

4.3 ROYALTY REPORTS. After the date of Commercial Introduction of the first Licensed Product Progenies shall render to CBC, together with the royalty payment due under Section 4.2 for a given calendar quarter, a written account for such calendar

quarter showing (a) total gross sales and Net Sales of Licensed Products sold by Progenics and its sublicensees, and the total gross royalty and license fee revenues paid to Progenies by any sublicensee(s) during such calendar quarter, and (b) a calculation of the royalty rate and royalties payable under Section 3.3 (including, in the case of foreign currency sales, the total foreign currency Net Sales during such calendar quarter, the applicable foreign exchange conversion rate(s) and the total United States dollar royalty payment amount).

4.4 PROGENICS' RECORDKEEPING AND INSPECTION. After the date of Commercial Introduction of the first Licensed Product, Progenics shall keep for at least three (3) years records of all sales of Licensed Products in sufficient detail to permit CBC to confirm the accuracy of Progenics' royalty calculations. At the request of CBC no more frequently than once per year, upon at least five (5) business days' prior written notice to Progenics from CBC, and at the expense of CBC (except as otherwise provided below), Progenics shall permit a nationally recognized, independent, certified public accountant selected by CBC and acceptable to Progenics to inspect, during regular business hours, any such Progenics records for the then-preceding three (3) years solely to the extent necessary to verify such calculations, provided that such accountant in advance has entered into a confidentiality agreement with Progenics (substantially similar to the confidentiality provisions of this Agreement) limiting the disclosure of such information to authorized representatives of the Parties. Results of any such inspection shall be made available to both Parties. If such inspection reveals a deficiency in the calculation of royalties resulting in an underpaymeat to CBC by five percent (5%) or more, Progenics shall pay all costs and expenses of such inspection.

5. DUE DILIGENCE.

5.1 Maintenance of License. In order to maintain the license granted pursuant to Section 2.1 with respect to a designated Licensed Product, Progenics agrees to use its best efforts to:

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If Progenics shall fail to achieve any of the above objectives and such failure shall remain unremedied for a period of sixty
(60) days after notice of such failure to Progenics by CBC (the "Grace Period"), this license shall automatically terminate at the end of the Grace Period (except with respect to the first Licensed Product if Progenics has fulfilled the obligations set forth in subparagraphs (a)-(d) of this section 5.1). Notwithstanding the foregoing, if such failure is a result of Progenics not having obtained a third party license necessary to make, use or sell Licensed Products and reasonable evidence is submitted by Progenics to CBC that such license can be obtained in a reasonable period of time, Progenics may request that the Grace Period be extended for a period of time set forth in the request. CBC shall not unreasonably withhold its consent to such extension but in no event shall the Grace Period exceed one year. CBC shall not unreasonably withhold its consent to any reasonable revision in the preceding schedule requested in writing by Progenics and supported by reasonable evidence of technical difficulties or delays in the clinical studies or regulatory process that could have not have been reasonably anticipated or avoided, (as for example, should the clinical studies for the first Licensed Product be unsuccessful, the parties shall establish a reasonable schedule for the second Licensed Product). Notwithstanding the foregoing, CBC shall not have the right to terminate the license for failure of Progenics to meet a goal if such failure is a result of.'
(i) CBC's failure to meet its obligations hereunder, or (ii) an action brought by a third party claiming that the use of the Adjuvant in Licensed Products infringed a patent of such third party.

5.2 PRE-CLINICAL AND CLINICAL PROGRAMS. Subject to the other terms of this Agreement (including but not limited to Section 8.7), with respect to all Licensed Products, Progenics or its sublicensees shall be solely responsible for the conduct of pre-clinical and human clinical testing, regulatory filings, applications and approvals, and expenses in connection with all of the foregoing. In connection with all of the foregoing:

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(a) CBC COOPERATION. CBC shall cooperate with and assist Progenies in the preparation and filing of information with respect to the Adjuvant for use in any Investigational New Drug application, Product License Application or any other regulatory filings throughout the Licensed Territory with respect to any Licensed Product. Without limiting the generality of the foregoing, for purposes of supporting all pre-clinical and human clinical trials and all regulatory filings, applications and approvals on the part of Progenics with respect to any Licensed Product, CBC hereby agrees that on an on-going basis during the Term:
(i) CBC shall permit Progenics and its sublicensees to reference CBCs drug master file for the Adjuvant with the United States Food and Drug Administration; (ii) to the extent not subject to the proprietary rights of third parties, CBC shall provide Progenics with all pre-clinical and clinical data, results and other relevant information with respect to the Adjuvant (including but not limited to information regarding the toxicity, safety and stability of the Adjuvant) that is (A) submitted by CBC in connection with any Investigational New Drug application or other regulatory filing with respect to the Adjuvant from time to time during the Term or (B) otherwise in CBC's possession from time to time during the Term; and (iii) a CBC representative, at Progenics' request, shall attend periodic meetings to discuss the progress of clinical trials of any Licensed Products. Progenies will reimburse CBC for the foregoing assistance only (i) for its reasonable out-of-pocket expenses, including but not limited to travel, and (ii) CBC's fully burdened costs of performing technical studies or engaging outside services subject to the prior approval of Progenies.

(b) ADVERSE EVENTS REPORTING. On an on-going basis during the Term and for at least ten (10) years after the expiration or termination of this Agreement, each Party agrees to provide the other Party with any written information in its possession which indicates adverse effects in humans associated with the Adjuvant or any products using the Adjuvant (including but not limited to Licensed Products).

(c) PROGENICS' ERGULATORY REPORTS. Within thirty (30) days of the Effective Date and on an annual basis thereafter (commencing with the first anniversary of the Effective Date), Progenics will provide CBC with (i) a written report summarizing the regulatory filings, applications and approvals with respect to any Licensed Product that Progenics or its sublicensees (a) have made, sought or obtained in the prior twelve (12)-month period, and (b) reasonably expect to make, seek or attempt to obtain in the ensuing twelve
(12)- month period following the date of the report,and
(ii) results of clinical trials conducted by Progenics using QS-21. Any

and all such reports shall be considered confidential and proprietary information of Progenics in accordance with
Section 9, provided, however, that CBC may share relevant safety data with its other QS-21 licensees in a manner intended not to disclose any other proprietary information of Progenics.

6. REPRESENTATIONS AND WARRANTIES OF PROGENICS; REGISTRATION RIGHTS.

6.1 Progenics represent and warrants to CBC as follows:

(a) ORGANIZATION, STANDING AND AUTHORITY. Progenics is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Progenics has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently being conducted and as proposed to be conducted. Progenics has, and will have on all relevant dates, all requisite legal and corporate power to execute and deliver this Agreement, to issue the Progenics Shares, and to carry out and perform its obligations under the terms of this Agreement.

The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Progenics corporate action. The performance by Progenics of any of the terms and conditions of this Agreement on its part to be performed does not and will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it is a party.

(b) CAPITALIZATION. The authorized capital stock of Progenics at December 31, 1994 consisted of: (i) 40,000,000 common shares, par value of $.001 per share, of which 12,000,000 shares have been designated Common Stock, of which 2,999,550 shares are issued and outstanding and 5,000,000 shares have been designated Class A Common Stock, of which no shares are issued and outstanding; and (ii) 20,000,000 preferred shares, par value $.001 per share, of which 4,000,000 shares have been designated Series A Preferred Stock, of which 2,308,000 shares are issued and outstanding and 2,500,000 shares have been designated Series B Preferred Stock, of which 1,982,830 shares are issued and outstanding. Progenics has reserved 2,348,313 shares of Progenies Common stock for stock options outstanding at December 31, 1994. Progenics has reserved 150,000 shares of Progenics Common Stock for a warrant outstanding at December 31, 1994.

Except as set forth above, there are (i) no share of capital stock or other voting securities of Progenics authorized or outstanding, (ii) no subscriptions, options, conversation or exchange rights, warrants, repurchase or redemption agreements or other agreements, claims or commitments of any nature whatsoever obligating Progenies to issue, transfer, deliver or sell, repurchase or redeem or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of its capital stock or other securities or obligating Progenics to grant, extend or enter into any such agreement or commitment: (iii) no voting trusts or other agreements or understandings with respect to the voting of the capital stock of Progenics or agreements or understandings, restrictions on disposition of the capital stock of Progenics to which Progenics is a party or is bound or, to the actual knowledge of Progenics, to which any other party is bound; and (iv) except as set forth herein, no agreements granting any registration fights including "piggy-back" fights to any person or entity. All issued and outstanding shares of common stock have been duly authorized and validly issued and are fully paid and nonassessable.

(c) FINANCIAL STATEMENTS. Progenics has delivered to CBC copies of the following financial statements:

(i) Progenics' audited balance sheet at December 31, 1994, and its audited statements of operations, stockholders' equity and cash flows for the year then ended certified by Coopers & Lybrand LLP. 6.2 Registration Rights.

(a) INCIDENTAL REGISTRATION. IfProgenics at any time proposes to file a registration statement under the Securities Act with respect to an offering for its own account or on behalf of holders of its securities of any class of equity security (excluding an initial public offering which does not include securities registered for the account of so-called "selling shareholders" or a registration relating solely either to the sale of securities to employees of Progenics pursuant to a stock purchase, stock option or similar plan or a merger, recapitalization or reorganization), Progenics shall promptly give CBC or any holder of Progenies Shares pursuant to a transfer permitted under Section 3.2 (collectively a "Holder") written notice of such registration at least 10 days prior to the anticipated filing date and such notice shall offer the Holder the opportunity to register such number of Progenics Shares as the Holder may request. Upon the written request of Holder given within 10 days after receipt of such notice delivered by Progenies, Progenics shall use its best efforts to cause to be registered

under the Securities Act all of the Progenics Shares that Holder has requested to be registered.

(b) UNDERWRITING REQUIREMENTS. In connection with any offering involving an underwriting of shares herein issued by Progenics, Progenics shall not be required under paragraph 6.2(a) to include any of the Progenics Shares in such underwriting unless Holder accepts the terms of the underwriting as agreed upon between Progenics and the underwriters selected by it, and then only in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by Progenics. In connection with any offering pursuant to paragraph 6.2(a). if the total amount of shares requested by Holder to be included in such offering exceeds the amount of securities sold other than by Progenics that the underwriters reasonably believe is compatible with the success of the offering, then Progenics shall be required to include in the offering only that number of shares that the underwriters believe will not jeopardize the success of the offering, (the shares so included to be apportioned pro rata among all stockholders of Progenics selling in the offering according to the total amount of shares owned by each such stockholder or in such other proportions as shall be agreed upon by such stockholders).

(c) EXPENSES OF REGISTRATION. Progenics shall bear and pay all expenses incurred in connection with any registration, filing or qualification of shares with respect to registrations pursuant to this paragraph 6.2 for Holder, including, without limitation, all registration, filing, qualification, printing and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to shares being registered, applicable transfer taxes and expenses of counsel to any of the Holders, which shall be borne by the stockholders selling shares being registered.

(d) PROGENICS WITHDRAWAL OF REGISTRATION. Progenics shall have no liability to Holder for Progenics' withdrawal of any registration as to which Holder has registration rights under the paragraph 6.2 provided such withdrawal is made in good faith by Progenies and not for the purpose of impairing any of Holder's rights under this paragraph 6.2.

(e) OBLIGATIONS OF PROGENICS. Whenever required under this paragraph 6.2 to effect the registration of any shares, Progenies shall, as expeditiously as reasonably possible:

(i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective;

(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(iii) furnish to Holder such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirement of the Securities Act and such other documents as they may reasonably request in order to facilitate the disposition of the shares owned by them and covered by a registration statement flied under this paragraph 6.2;

(iv) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by Holder, provided that Progenics shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(v) in the event of any underwritten public offering, enter into and perform its Obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering who shall be chosen by Progenics (and Holder shall also enter into and perform its obligations under such an underwriting agreement); and

(vi) notify Holder as promptly as possible at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(f) OBLIGATIONS OF HOLDER. In connection with any registration required to be effected pursuant to this paragraph 6.2, Holder shall furnish to Progenies

such information regarding itself, the shares held by it and the intended method of disposition of such securities as shall be required to effect the registration of their shares.

(g) LOCK-UP AGREEMENT. CBC hereby agrees that in connection with any registration of equity securities relating to an underwritten offering thereof to the general public, CBC shall not, whether or not CBC is participating in such registration, to the extent requested by Progenies or the underwriter of such offering, sell or otherwise transfer or dispose of (other than to donors who agree to be similarly bound) any Progenies Shares (other than those shares which are in fact included, in such registration) without the prior written consent of Progenics or such underwriters. as the case may be, for such period of time (not to exceed 120 days) from the effective date of the registration statement for such registration as Progenies or such underwriters may specify in writing.

(h) INDEMNIFICATION. Progenies may require, as a condition to including any Progenies Shares in any registration statement filed pursuant to this paragraph 6.2, that Progenics shall have received an undertaking satisfactory to it from (i) the prospective seller of such securities, to indemnify and hold harmless Progenics, each officer and director of each such underwriter and each other person, if any, who controls Progenies or the underwriter, and (ii) each such underwriter of such securities, to indemnify and hold harmless Progenics, each officer and director of Progenics, each prospective seller, each officer and director or each prospective seller and each other person, if any, who controls Progenies or any such prospective seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished by such prospective seller or underwriter, as the ease may be, to Progenics for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Progenics or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

7. CBC REPRESENTATIONS AND WARRANTIES.

7.1 CBC represents and warrants to Progenies as follows:

(a) ORGANIZATION, STANDING AND AUTHORITY. CBC is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. CBC has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently being conducted and as proposed to be conducted. CBC has, and will have on all relevant dates, all requisite legal and corporate power to execute and deliver this Agreement.

The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate CBC corporate action. The performance by CBC of any of the terms and conditions of this Agreement on its part to be performed does not and will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it is a party. CBC has the full right and legal capacity to provide in the Licensed Territory all rights to the Knowhow and Licensed Patent Rights granted to Progenics hereunder.

(b) PROCEEDINGS OR CLAIMS. There are no adverse proceedings, claims or actions pending, or to the best of CBC's knowledge, threatened, relating to the Knowhow and/or Licensed Patent Rights and at the time of disclosure and delivery thereof to Progenies, CBC shall have the full right and legal capacity to disclose and deliver the Knowhow and Licensed Patent Rights to Progenics without violating the fights of third parties.

(c) INVESTMENT. CBC is acquiring the Progenics Shares for investment and not with a view to the distribution thereof nor with any present intention of distributing or selling any Progenics Shares except in compliance with the Securities Act.

8. MANUFACTURE AND SUPPLY.

8.1 GENERAL. The terms of the exclusive license granted to Progenics under Section 2 notwithstanding, Progenics agrees that CBC retains the right to Manufacture the Adjuvant for use in Licensed Products. CBC agrees to supply Progenies with one hundred percent (100%) of its Adjuvant Requirements for purposes of research and development, pre-clinical and human clinical trials and commercial sales of all Licensed Products. CBC also agrees to supply each of Progenics sublicensees with all of its Adjuvant Requirements provided such sublicensee enters a supply

agreement with CBC containing substantially the same terms pertaining to supplyas set forth herein. CBC hereby agrees, at its sole expense, to commit allreasonably necessary facilities, appropriately trained personnel, machinery, equipment, utilities and other CBC resources required to satisfy its obligations under this Agreement. CBC may contract with a third party to fulfill its obligations hereunder and/or may assign or sublicense all or any portion of its rights and obligations under this Section 8 with respect to Manufacture and supply of Adjuvant Requirements. For all purposes under this Section 8, the term CBC,.shall be deemed to include any such third party, assignee or sublicensee of CBC.

8.2 CBC TRANSFER PRICE OF ADJUVANT.

(a) THROUGH FILING OF PRODUCT LICENSE APPLICATION. With respect to each and every Licensed Product, CBC shall supply one hundred percent (100%) of Adjuvant Requirements prior to Commercial Introduction of such Licensed Product, including for purposes of all research and development, pre-clinical trials and human clinical trials (including PLA-Enabling Human Clinical Trials) of such Licensed Product. CBC agrees to supply Adjuvant under this Section 8.2(a) at a transfer price to Progenics [***]. In order to verify the production cost of the Adjuvant, Progenics will have the right to pay for an independent certified public accountant to inspect the records of CBC once per year during regular business hours, provided that such accountant has entered into a confidentiality agreement with CBC limiting the disclosure of such information to authorized representatives of the Parties.

(b) COMMERCIAL INTRODUCTION AND SALES. With respect to each and every Licensed Product, CBC shall supply [***] of Adjuvant Requirements for commercial sales of suchLicensed Product upon and after its Commercial Introduction. CBC agrees to supply Adjuvant under this Section 8.2(b) at a transfer price [***].

8.3 CBC'S REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING MANUFACTURING. CBC hereby represents and warrants to Progenics and its sublicensees as follows:

(a) PRE-CLINICAL TRIAL USE. CBC shall Manufacture or cause to be Manufactured all Adjuvant Requirements for use in any vaccine used in

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connection with any pre-clinical trial of any Licensed Product (i) strictly in compliance with (A) this Agreement, (B) the specifications for the Manufacture of Adjuvant, as may from time to time be required by the Food and Drug Administration (the "Specifications") the current version of which is set forth in Exhibit B, and (C) all applicable laws and regulations.

(b) HUMAN CLINICAL TRIAL USE. CBC shall Manufacture or cause to be Manufactured all Adjuvant Requirements for use in any vaccine used in connection with any human clinical trial of any Licensed Product (i) strictly in compliance with (A) this Agreement, (B) all Specifications, and (C) all applicable laws and regulations, including but not. limited to cGMPs, to the extent applicable. Notwithstanding the foregoing, the parties acknowledge and agree that the Adjuvant which is being delivered to Progenics in the first lot (approximately one gram) has been manufactured by CBC for use in Phase 1 and Phase 2 clinical trials in a manner which CBC believes to be appropriate for such level of clinical trial. It shall be the responsibility of Progenics to obtain such assurances from regulatory authorities as it may deem necessary or appropriate for the use of such Adjuvant in the trials it is planning to conduct.

(c) COMMERCIAL USE. CBC shall Manufacture or cause to be Manufactured all Adjuvant Requirements for use in the commercialization of any Licensed Product (i) strictly in compliance with (A) this Agreement, (B) all Specifications, and (C) all applicable laws and regulations, including but not limited to cGMPs, to the extent applicable.

(d) CERTIFICATE OF ANALYSIS; NON-COMPLYING ADJUVANT. Before, during and after Manufacture of Adjuvant Requirements, CBC shall obtain samples, monitor the Manufacturing Process and the environment of such Manufacture, and keep such technical books and records of all of the foregoing as are required under the Specifications and all applicable laws and regulations, including but not limited to cGLPs or cGMPs (as appropriate and applicable). CBC shall test each lot of Adjuvant Requirements Manufactured for Progenics as required under the Specifications. Together with each such lot of Adjuvant Requirements, CBC shall provide a written certificate of analysis which shall set forth the results of such testing by CBC and CBC's quality control approval of such lot of Adjuvant Requirements. CBC's obligations under this Section 8.3(d) shall be at CBC's sole expense. Progenies shall be entitled to test any such Adjuvant Requirements in accordance with the Specifications, at Progenics' sole expense. Without limiting any of Progenics' other rights or remedies under this Agreement, with respect to any Adjuvant Requirements supplied

hereunder that do not comply with applicable representations and warranties under this Section 8.3, the Parties agree that: (i) neither Progenies nor its sublicensees shall be obligated to pay CBC the transfer price applicable to such non-complying Adjuvant Requirements; (ii) if Progenies or its sublicensee has already paid for such non-complying Adjuvant Requirements, Progenies or its sublicensee shall be entitled to a credit against future purchases for the amount paid to CBC therefor; (iii) CBC on a priority basis shall Manufacture and supply to Progenics or its sublicensee, as applicable, replacement Adjuvant Requirements in full compliance with this Section 8.3; and (iv) CBC shall bear the full cost of returning or destroying the non-complying Adjuvant Requirements. Progenies shall be deemed to have accepted any Adjuvant provided hereunder and such Adjuvant shall be deemed to comply with the provisions hereof unless Progenies shall notify CBC of the rejection of such Adjuvant and the reasons for such rejection within the forty-five days (45) of delivery of such Adjuvant.

8.4 PROCEDURES FOR ESTIMATING, ORDERING AND SUPPLYING ADJUVANT REQUIREMENTS. Subject to the other terms of this Agreement:

(a) ANNUAL DEMAND FORECAST FOR EACH MANUFACTURING YEAR. During the Term, commencing on October 1, 1995 and on an on-going quarterly basis as described below, Progenics will provide CBC with a written rolling annual demand forecast of Adjuvant Requirements for each calendar year which shall be binding as to the first quarter and non-binding as to the remaining three (3) quarters. Thereafter, Progenics shall provide an updated annual demand forecast on a quarterly basis no later than ninety (90) days in advance of the commencement of the first (and binding) quarter covered by such annual demand forecast. The Parties also agree that the variance, if any, between the binding forecast of a given quarter and the last non-binding forecast for such quarter shall be between
[***] and [***], meaning that Progenies' binding forecast for such quarter must be at least [***] but not more than [***] of such last non-binding forecasted amount for such quarter.

(b) PURCHASE ORDERS. Except as set forth in Section 8.4(a), Progenics shall place a firm purchase order or purchase orders with CBC setting forth (i) the quantities of Adjuvant Requirement to be Manufactured and supplied hereunder, (ii) the schedule for receipt from CBC of such batch(es) of Adjuvant Requirements, and (iii) instructions for shipping and packaging. Each such firm purchase order shall be submitted no later than thirty (30)

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days in advance of the first scheduled date of receipt thereof. Subject to the other terms of this Agreement, Progenics shall be obligated to place firm purchase orders with CBC for, and CBC hereby commits to Manufacture and supply hereunder pursuant to such firm purchase orders, no less than one hundred percent (100%) of the amount of Adjuvant Requirements in the then-binding quarter of each annual demand forecast under Section 8.4(b); provided, however, that: (A) the Parties may mutually agree in writing to amend any such firm purchase order; (B) CBC, in its discretion, may agree to supply additional amounts of Adjuvant Requirements in excess of the then-binding amount, provided that Progenies place firm purchase order(s) for such excess Adjuvant Requirements on a timely basis; and (C) CBC agrees to provide Progenics with as much advance written notice as possible (and in any case at least thirty (30) days' written advance notice) ifCBC determines that any scheduled delivery of Adjuvant Requirements pursuant to any purchase order will be delayed for any reason of which CBC

                   becomes aware.

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8.5 ALLOCATION.

(a) ALLOCATION AMONG CUSTOMERS. CBC and Progenics hereby agree and acknowledge that, in the event that CBC is unable to satisfy in full its obligations under this Agreement to supply one hundred percent (100%) of Adjuvant Requirements as well as CBC's obligations to third parties with respect to supply of Adjuvant, CBC shall allocate proportionately all available Adjuvant among Progenies and its sublicensees and such third parties with highest priority for the supply of Adjuvant given to outstanding firm purchase orders for comparable delivery time frames.

(b) INABILITY TO SUPPLY. In the event CBC shall fail to fill one hundred percent (100%) of Progenics' allowable finn purchase orders for two successive calendar quarters (an "Inability to Supply") then, notwithstanding Section 8.1, Progenics may either purchase its Adjuvant Requirements from a third party or manufacture for its own use its Adjuvant Requirements, in either case only until such time as CBC shall demonstrate (if such demonstration shall be made within one (I) year after the end of the second consecutive quarter of such shortfall) that it is willing and able to supply Progenics' Adjuvant Requirements (provided that Progenics shall not be require. d to purchase additional Adjuvant from CBC until such time as it has satisfied commitments of reasonable scope and duration made for purchase or manufacture of Adjuvant during such period). In the event Progenics elects to manufacture the Adjuvant, CBC shall transfer to Progenics all information and Knowhow reasonably necessary to manufacture the Adjuvant and CBC shall fully cooperate with regulatory authorities to qualify Progenics as a manufacturer of the Adjuvant. Progenics' fight to manufacture under this section shall be its exclusive remedy for any damages or losses it incurs as a result of any interruption in the supply of Adjuvant under this Agreement. Without limiting the generality of the foregoing, CBC shall not be liable to Progenics for consequential damages or lost profits.

8.6 REGULATORY APPROVAL OF MANUFACTURING. CBC shall be responsible, at sole cost and expense, for obtaining all necessary regulatory approvals particular to the Adjuvant for Manufacture and supply of Adjuvant Requirements. Progenics shall advise CBC of any new requirements specified by the United States Food and Drug Administration or the Federal Food, Drug and Cosmetic Act (or the equivalent regulatory authority or law in other countries) with respect to any Licensed Product. At any time when any portion of the Adjuvant Requirements is being Manufactured by CBC for Progenics, Progenics shall have the right to have its personnel observe all phases and areas of such Manufacture and the CBC facility,

and CBC shall not modify in any manner any Specifications without Progenics' prior written consent (which consent shall not be unreasonably withheld).

8.7 CBC RECORDKEEPING AND INSPECTION.

(a) TECHNICAL RECORDS. With respect to any Manufacture and supply of Adjuvant Requirements, CBC shall, at its expense, keep properly completed technical books and records, test data and reports as required under the Specifications and all applicable laws and regulations, including but not limited to cGLPs or cGMPs (as appropriate), and in any case shall maintain such technical information for at least two (2) years from the expiration date of the relevant Licensed Product or longer if required under applicable laws and regulations (including but not limited to cGLPs and cGMPs, as applicable). During regular business hours and upon reasonable advance written request, CBC shall make any such technical information available to Progenics for inspection and copying.

(b) FINANCIAL RECORDS. During the Term, CBC shall keep for at least three (3) years records of its Fully Burdened Manufacturing Costs, and the calculations thereof in sufficient detail to permit Progenics to confirm the accuracy thereof. At the request of Progenics, and not more frequently than once per year, upon at least five (5) business days' prior written notice, and at the expense of Progenics (except as otherwise provided below), CBC shall permit a nationally recognized, independent, certiffied public accountant selected by Progenics and acceptable to CBC to inspect (during regular business hours) any such CBC records for the then-preceding three (3) years solely to the extent necessary to verify such costs, margins and calculations, provided that such accountant in advance has entered into a confidentiality agreement with CBC and Progenics substantially similar to the confidentiality provisions of this Agreement, limiting the use and disclosure of such information to authorized representatives of the Parties. Results of any such inspection shall be made available to both Parties. If such inspection reveals a deficiency in the calculation of CBC's Fully Burdened Manufacturing Cost resulting in an overpayment to CBC of the transfer price by five percent (5%) or more, CBC shall pay all costs and expenses of such inspection.

(c) QUALITY AUDIT. To the extent required by law, CBC shall permit Progenics to audit, in cooperation with CBC's personnel, production, packaging, and quality control facilities of CBC and any of its significant suppliers as they relate to production of the Adjuvant to allow Progenics to verify CBC's compliance with its responsibilities under this Agreement.

8.8 LIABILITY.

(a) INDEMNIFICATION BY PROGENIES. Except as otherwise provided in Sections 8.8(b) or (c), Progenics will defend, indemnify and hold harmless CBC against any and all claims, actions, liabilities, damages, loses, costs or expenses, including reasonable attorneys' fees, based upon or arising out of the sales or use of any Licensed Product by Progenics or a sublicensee, unless CBC should fail to give Progenics prompt notice thereof in writing and such failure materially prejudices CBC's abilities to defend against such claim. CBC shall permit Progenics to control the investigation, preparation and defense thereof(including any compromise or settlement thereof and any appeal) and provide reasonable assistance to Progenics, at Progenics' expense, in that regard.

(b) LIABILITY. Each Party assumes full responsibility and liability for any injury, damage or expense which it or its employees, agents and invitees incur and which arise from its manufacture, handling and use of the Adjuvant or Licensed Products, except to the extent such injury, damage or expense arises from the negligence or willful misconduct of the other Party.

(c) INDEMNIFICATION BY CBC. CBC will defend, indemnify and hold harmless Progenics against any and all claims, actions, liabilities, damages, losses, costs or expense (including reasonable attorneys' fees) based upon the failure of the Adjuvant to conform to the Specifications; of CBC, unless Progenics shall fail to give CBC prompt notice thereof in writing and such failure materially prejudices Progenics' ability to defend against said claim. Progenics shall permit CBC to control the investigation, preparation and defense thereof (including any compromise or settlement thereof and any appeal) and provide reasonable assistance to CBC, at CBC's expense, in that regard.

9. CONFIDENTIALITY.

9.1 CONFIDENTIALITY. The Parties acknowledge that during the Term, either Party may receive from the other Party information which is proprietary, confidential and of significant commercial value to the disclosing Party. Except to the extent expressly authorized by this Agreement, the Parties agree that, for the Term and for five
(5) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose (except those related to this agreement) any information furnished to it by the other Party pursuant to this Agreement, except to the extent that it can be

established by the receiving Party by competent proof (including written records) that such information:

(a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party;

(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;

(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;

(d) was subsequently lawfully disclosed to the receiving Party by a third party; or

(e) was subsequently independently developed by receiving Party.

9.2 PERMITTED DISCLOSURES. Each Party may disclose the other Party's information to the extent such disclosure is reasonably necessary in prosecuting or defending litigation, filing, prosecuting or maintaining patent applications or patents, complying with applicable laws or regulations, or, in the case of Progenics and its sublicensees, conducting preclinical or clinical trials or preparing or filing regulatory filings with respect to Licensed Products; provided, however, that if a Party is required to make any disclosure of the other Party's information furnished pursuant to this Agreement, it will give reasonable advance notice of such disclosure requirements to the other Party and, except to the extent inappropriate as in the case of patent applications, will use its best efforts to secure confidential treatment of such information required to be disclosed.

10. TERM; TERMINATION.

10.1 TERM. This Agreement shall commence as of the Effective Date and, unless sooner terminated as provided in this Section 10, shall expire on the date royalties are not longer payable by Progenics to CBC under Section 3.3 (the "Term"), upon which expiration Progenics shall thereafter have in perpetuity a royalty-free license in the Licensed Territory to use the Knowhow and practice the Licensed Patent Rights to develop, make, have made, use and sell Licensed Products without any accounting to CBC.

10.2 MATERIAL BREACH. Subject to Section 13.6, failure by either Party to comply with any of the material obligations contained in this Agreement shall entitle the other

Party to give to the Party in default notice specifying the nature of the default and requiring it to cure such default. If such default is not cured within sixty (60) days after the receipt of such notice, the notifying Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement and in addition to any other remedies available to it by law or in equity, to terminate this Agreement effective upon written notice to the other Party. The right of a Party to terminate this Agreement, as hereinabove provided, shall not be affected in any way by its waiver or failure to take action with respect to any previous default.

10.3 ACCRUED RIGHTS, SURVIVING OBLIGATIONS; SUBLICENSEES. Expiration or any termination of this Agreement for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such expiration or termination. Such expiration or termination shall not relieve either Party from obligations which are expressly indicated to survive expiration or termination of this Agreement, which obligations include, without limitation, those under Sections 4.4, 5,2(b), 7, 8.7, 8.8, 9, 11 and 12. [***]

10.4 TERMINATION BY PROGENICS. Progenics may terminate this Agreement by giving 90 days written notice to CBC: provided Progenics shall be obligated to fulfill its obligations under any binding purchase order outstanding; and further provided that upon such termination all rights to Know-how and Licensed Patent Rights shall revert to CBC.

11. PATENTS.

11.1 INVENTIONS. Title to any Licensed Patent Rights will follow inventorship, which will in turn be determined in accordance with United States laws of inventorship and written evidence of the Parties. Designation of inventors on any patent application is a matter of law and will be solely within the discretion of qualified patent counsel of CBC and Progenics.

11.2 PATENT PROSECUTION STRATEGY. Subject to the other terms of this Agreement:

(a) CBC SOLELY OWNED LICENSED PATENT RIGHTS. During the Term, the filing, prosecution and maintenance of Licensed Patent Rights solely owned by CBC will be under the control of CBC, at its sole cost and expense.

(b) JOINTLY OWNED LICENSED PATENT RIGHTS. During the Term, the filing, prosecution and maintenance of any Licensed Patent Rights jointly owned

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by the Parties will be under the control of the Party from whom the majority of the data underlying such Licensed Patent Rights arose (the "controlling Party"), and the controlling Party is authorized to undertake such filings, prosecutions and maintenance at its sole cost and expense, using patent counsel reasonably satisfactory to the non-controlling Party and with the reasonable cooperation of the non-controlling Party and its employees, provided that: (i) the controlling Party notifies the non-controlling Party reasonably prior to the filing of any such Licensed Patent Rights by the controlling Party and permits review of such proposed Licensed Patent Rights by the non-controlling Party; (ii) the controlling Party provides the non-controlling Party promptly with copies of all communications received by the controlling Party; (iii) the controlling Party keeps the non-controlling Party reasonably informed of the status of such Licensed Patent Rights, and (iv) the controlling Party provides the non-controlling Party notice at least thirty (30) days in advance of taking or failing to take any action that would affect the scope or validity of any such Licensed Patent Rights (including but not limited to substantially narrowing or canceling any claim, abandoning any such Licensed Patent Rights or not filing or perfecting the filing of any such Licensed Patent Rights in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and make comments. Either Party may assign its rights to any jointly owned Licensed Patent Rights to the other Party, who will have the right, in its discretion, to assume the prosecution and maintenance thereof at its sole expense and as the sole owner thereof.

(c) [***]

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11.3 THIRD PARTY INFRINGEMENT. Either Party promptly shall notify the other Party in writing of any alleged infringement of the Licensed Patent Rights and of any available evidence thereof. The Parties shall consult as to a potential litigation strategy or strategies against any alleged infringer. If the Parties commence and prosecute a suit jointly, they shall share all associated attorneys' fees and out-of-pocket litigation expenses equally. If the Parties do not decide to jointly commence an action within thirty (30) days of the notice specified above, or otherwise terminate the alleged infringement, CBC shall have the right, at its expense, to bring suit against the allegedly infringing party.
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11.4 TRADEMARKS. Progenics, at its expense, shall be responsible for the selection, registration and maintenance of all trademarks and tradenames which it employs in connection with Licensed Products. The terms "trademark" or "tradename" shall include, without limitation, the name or names of any Licensed Products, the design of the packaging of any Licensed Products, and the appearance of dosage forms of any Licensed Product. Progenics shall own such tradenames and trademarks and shall retain such ownership upon termination of this Agreement.

12. ARBITRATION.

Any dispute, controversy or claim between the Parties, arising out of or relating to this Agreement or the Parties' respective rights and obligations hereunder either during or after the Term (including the question as to whether any such matter is arbitrable) shall be subject to binding arbitration in accordance with then-existing commercial arbitration rules of the American Arbitration Association. The Parties agree that, in the course of any such

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arbitration, service of any notice at their respective addresses in accordance with Section 13.11 of this Agreement shall be valid and sufficient, and any arbitration hereunder shall be in the jurisdiction of the defendant Party, which in the case of Progenics shall be New York and in the case of CBC shall be Massachusetts. In any such arbitration, an award shall be rendered by a majority of the members of a board of arbitration consisting of three (3) members, one (1) of whom shall be chosen by each of Progenics and CBC and the third of whom shall be appointed by mutual agreement of such two (2) arbitrators. In the event of failure of such two (2) arbitrators to agree within sixty (60) days after the commencement of arbitration (as defined below) upon appointment of the third arbitrator, or in the event that either Party shall fail to appoint an arbitrator within thirty (30) days after the commencement of the arbitration proceedings, the third arbitrator or (upon request of the other Party) the second arbitrator and the third arbitrator, as the case may be, shall be appointed by the American Arbitration Association in accordance with its then existing commercial arbitration rules. For purposes of this Section, the "commencement of the arbitration proceeding" shall mean the date upon which the defendant Party receives from the American Arbitration Association a copy of the request for arbitration filed by the party desiring to have recourse to arbitration. The decision of the arbitrators shall be in writing and shall set forth the basis therefor. The Parties shall abide by all awards rendered in arbitration proceedings, and such awards may be enforced and executed upon in any court having jurisdiction over the Party against whom enforcement of such award is to be sought. The Parties shall divide equally the administrative charges, arbitrators' fees, and related expenses of arbitration, but each Party shall pay its own legal fees incurred in connection with any such arbitration; provided, however, if the arbitrators determine that one Party prevailed clearly and substantially over the other Party, then the non-prevailing Party shall also pay the reasonable attorneys' fees and expert witness costs and other arbitration costs of the prevailing Party.

13. MISCELLANEOUS PROVISIONS.

13.1 NO PARTNERSHIP. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, distributorship, agency, employer-employee or joint venture relationship between the Parties. No Party shall incur any debts or make any commitments for the other, except to the extent, if at all, specifically provided herein.

13.2 ASSIGNMENTS. Except as set forth in Section 8 hereof, neither Party shall assign any of its right or obligations hereunder or this Agreement, except that either Party may do so: (a) as incident to the merger, consolidation, reorganization or acquisition of stock or assets affecting substantially all of the assets or voting control of such Party; (b) to any wholly-owned subsidiary if such Party remains liable and responsible for the performance and observance of all of the subsidiary's duties and obligations hereunder; (c) with the prior written consent of the other

Party; (d) as incident to a joint venture between Progenics and a major corporate partner; or (e) as incident to any reorganization of CBC; including any reorganization under the provisions of Chapter 11 of the United States Bankruptcy Code and any merger, spin-off, sale of assets or other transaction. This Agreement shall be binding upon the successors and permitted assigns of the Parties and the name of a Party appearing herein shall be deemed to include the names of such Party's successors and permitted assigns to the extent necessary to carry out the intent of this Agreement. Any assignment not in accordance with this Section 13.2 shall be void.

13.3 FURTHER ACTIONS. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. Without limiting the generality of the foregoing, CBC agrees to provide a letter to FDA authorizing Progenics to cross reference CBC's drug master flies for QS-21.

13.4 NO NAME OR TRADEMARK RIGHTS. Except as otherwise provided herein, no right, express or implied, is granted by this Agreement to use in any manner the names "Cambridge Biotech Corporation" or "Progenics Pharmaceuticals, Inc." or any contraction thereof or any other trade name or trademark of CBC or Progenics in connection with the performance of this Agreement.

13.5 PUBLIC ANNOUNCEMENTS. Except as may otherwise be required by applicable law or regulation, neither Party shall make any public announcement concerning this Agreement or the subject matter hereof without the prior written consent of the other Party (not to be unreasonably withheld).

13.6 FORCE MAJEURE. If any default or delay occurs which prevents or materially impairs a Party's performance and is due to a cause beyond the Party's reasonable control, including but not limited to any act of any god, flood, fire, explosion, earthquake, casualty, accident, war, revolution, civil commotion, blockade or embargo, injunction, law, proclamation, order, regulation or governmental demand, the affected Party promptly shall notify the other Party in writing of such cause and shall exercise diligent efforts to resume performance under this Agreement as soon as possible. Neither Party shall be liable to the other Party for any loss or damage due to such cause. Neither Party may terminate this Agreement because of such default or delay.

13.7 ENTIRE AGREEMENT OF THE PARTIES; AMENDMENTS. This Agreement, including the exhibits attached hereto which are incorporated herein, constitutes and contains the entire understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements,

whether verbal or written, between the Parties respecting the subject matter hereof. No waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each of the Parties.

13.8 SEVERABILITY. In the event that any of the provisions of this Agreement shall for any reason be held by any court or authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision or provisions shall be validly reformed to as nearly as possible approximate the intent of the Parties and, if unreformable, shall be divisible and deleted in such jurisdiction; elsewhere, this Agreement shall not be affected so long as the Parties are still able to realize the principal benefits bargained for in this Agreement.

13.9 CAPTIONS. The captions to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement.

13.10 APPLICABLE LAW. This Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts applicable to agreements made and performed wholly within such state without regard to its principles of conflicts of laws.

13.11 NOTICES AND DELIVERIES. Any notice, requests, delivery, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered in person, transmitted by telecopy (with written confirmation to follow via United States first class mail) or five
(5) days after being sent by United States certified mail to the Party to whom it is directed at its address shown below or such other address as such Party shall have last given by written notice to the other Party in accordance with this Section.

If to CBC, addressed to:

Cambridge Biotech Corporation 365 Plantation Street
Worcester, MA 01605
Attention: President
Telecopy: 508-797-4014

with a copy to:

Attention: General Counsel Telecopy: 508-797-4014

If to Progenics, addressed to:

Progenics Pharmaceuticals, Inc. 777 Old Saw Mill River Road Tarrytown, NY 10591

Attention: Paul J. Maddon, M.D., Ph.D., CEO Telecopy: 914-789-2817

13.12 COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.13 COMPLIANCE WITH LAWS. Progenics and CBC each shall comply with all applicable laws in connection with its own performance under this Agreement. Without limiting the generality of the foregoing, Progenics shall be responsible for compliance with all applicable product safety, product testing, product labeling, package marking, and product advertising laws and regulations, except with respect to efforts performed by CBC in which case CBC shall be responsible for its activities as governed by such laws and regulations.

13.14 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by a Party and shall be able to be relied fully on by the Parties.

13.15 BANKRUPTCY COURT APPROVAL: ESCROW. The performance of either party of its obligations hereunder is subject to approval of this Agreement by the United States Bankruptcy Court for the District of Massachusetts, Western Division. Within thirty days following execution of this Agreement, CBC will deliver to a mutually agreeable escrow agent all documentation set forth on EXHIBIT C, attached hereto and made a part hereof, (the "Escrow Documentation") necessary for Progenics to manufacture the Adjuvant pursuant to the provisions of Section 8.5(b) of this Agreement. [***] At Progenics' expense, Progenics shall obtain a verification from Coopers & Lybrand, L.L.P. that the documentation delivered to the Escrow Agent conforms with the definition of Escrow Documentation as set forth in Exhibit C. The Escrow Documentation shall be held by the escrow agent pursuant to the terms of a mutually agreeable escrow agreement which shall

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provide INTER ALIA for the updating of the Escrow Documentation as necessary by CBC to insure that the Escrow Documentation is current and for the delivery of the Escrow Documentation to CBC upon the effective date of CBC's reorganization plan and prior to such date for delivery of the Escrow Documentation to Progenics in the event of the occurrence of an Inability to Supply or in the event that CBC's Chapter 11 bankruptcy proceeding is converted to a Chapter 7 bankruptcy proceeding. The procedures set forth in this Section 13.15 respecting escrow shall apply each and every time, if any, that CBC enters into reorganization or bankruptcy in the future.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective corporate officers, duly authorized as of the day and year first above written.

CAMBRIDGE BIOTECH CORPORATION           PROGENICS PHARMACEUTICALS, INC.

By: /s/ Alison Taunton-Rigby            By: /s/ Paul J. Maddon
   --------------------------              ---------------------------------
Name: Alison Taunton-Rigby              Name: Paul J. Maddon, M.D., Ph.D.
     -----------------------                 -------------------------------
Title: President and CEO                Title: CEO and Scientific Director
      ----------------------                  ------------------------------

COUNTRY                                            SERIAL NUMBER

Australia                                          19340/88
Canada                                             568,119
Denmark                                            6029/89
Europe                                             88905332.8
Japan                                              504974/1988
PCT                                                PCT/US88/01842

EXHIBIT B

CAMBRIDGE BIOTECH CORPORATION 365 PLANTATION ST. WORCESTER, MA 01605

CERTIFICATE OF ANALYSIS

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EXHIBIT C

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[LOGO]  PROGENICS                                Progenics Pharmaceuticals, Inc.
                                                 Old Saw Mill River Road
                                                 Tarrytown, New York 10591
                                                 (914) 789-2800
                                                 Telefax:(914) 789-2817

September 6, 1995

Alison Taunton-Rigby, Ph.D.
Chief Executive Officer
Cambridge Biotech Corporation
365 Plantation Street
Worcester, MA 01605

Re: Cambridge Biotech Corporation/Progenics License and Supply Agreement

(August 1995)

Dear Dr. Rigby,

This letter confirms our understanding that if pursuant to Paragraph 8.5(b) of the above-referenced agreement Progenics finds it necessary to manufacture the Adjuvant, CBC agrees that it will immediately execute and deliver a letter as set forth in Appendix A (attached).

Sincerely,

/s/ Paul J. Maddon
Paul J. Maddon, M.D., Ph.D.
Chairman and CEO
Scientific Director

Accepted:

/s/ Alison Tauton-Rigby

Alison Taunton-Rigby, Ph.D.
Chief Executive Officer
Cambridge Biotech Corporation

PJM/em

Exhibit 10.16

FINAL

CAMBRIDGE BIOTECH CORPORATION

and

PROGENICS PHARMACEUTICALS, INC.

SUBLICENSE

                                TABLE OF CONTENTS

        BACKGROUND .........................................................1
1.      DEFINITIONS ........................................................2
2.      GRANT ..............................................................3
3.      ROYALTIES ..........................................................3
4.      PAYMENTS AND REPORTS ...............................................4
5.      BOOKS AND RECORDS ..................................................5
6.      NOTICES ............................................................5
7.      TERM AND TERMINATION ...............................................5
8.      NEGATION OF WARRANTIES AND INDEMNITY ...............................6
9.      LAWS AND REGULATIONS ...............................................7
10.     USE OF NAMES .......................................................7
11.     PATENT NOTICE ......................................................8
12.     MISCELLANEOUS PROVISIONS ...........................................8
        APPENDIX A ........................................................10
        APPENDIX B ........................................................11

SUBLICENSE AGREEMENT

This is a SUBLICENSE AGREEMENT to be effective on the last date of the signature dates provided hereinbelow, by and between CAMBRIDGE BIOTECH CORPORATION (CBC), debtor and debtor in possession, Case No. 94-43054-JFQ, United States Bankruptcy Court for the District of Massachusetts, Western Division, a Delaware corporation, having offices at 365 Plantation Street, Worcester, Massachusetts 01605, and PROGENICS PHARMACEUTICALS, INC., a Delaware corporation having offices at 777 Old Saw Mill River Road, Tarrytown, New York 10591 (SUBLICENSEE).

BACKGROUND

In the course of research conducted at Harvard University, Department of Cancer Biology, Harvard School of Public Health, certain inventions were made relating to the HIV-1 envelope glycoprotein, designated gp120. Additional inventions relating to the HIV-1 envelope glycoprotein include gp160 and methods for assay.

The President and Fellows of Harvard College ("Harvard") is the owner of these inventions, subject to rights reserved by the United States Government, pursuant to various assignments by Myron E. Essex and Tun-Hou Lee to Harvard of all their right, title and interest in and to the inventions and any patents resulting therefrom.

Harvard has been granted U.S. Patent No. 4,725,669 entitled "Assay for Detecting Infection by Human T-Cell Lymphotrophic Virus-III" issued on February 16, 1988 directed to gp120 and cross-reactive peptides. Currently pending is a divisional application, U.S. Serial No. 056,134, filed May 29, 1987, directed to gp160 and cross-reactive peptides and to methods for assaying for the glycoproteins.

CBC is the exclusive, worldwide licensee of these inventions and the issued patent and pending patent applications by way of an exclusive license agreement from Harvard, and has the right to grant sublicenses thereunder for making, using or selling of the inventions which are disclosed and claimed in the issued patent and pending patent applications.

SUBLICENSEE desires to use LICENSED PATENT RIGHTS in a commercial diagnostic, therapeutic, or vaccine application for public use and benefit or for selling products for research applications only.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. DEFINITIONS

1.1. LICENSED PATENT RIGHTS shall mean U.S. Patent No. 4,725,669, issued February 16, 1988, and pending U.S. Patent Application Serial No. 056,134, filed May 29, 1987, and any divisionals, continuations, continuations-in-part based thereon, and any patents which may issue therefrom and any reissues, re-examinations, or extensions thereof; and any and all foreign patents and patent applications corresponding to any of the foregoing patents and patent applications, as well as such other patents or patent applications as are listed in Appendix A, effective as of the date said patents or patent applications are added to Appendix A, and the inventions described or claimed therein.

1.2. FIELD OF USE shall mean products for research applications only.
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1.3. LICENSED PRODUCT(S) shall mean goods covered by or made in accordance with LICENSED PATENT RIGHTS. For purposes of example only, LICENSED PRODUCT(S) may include bulk glycoprotein for use in research applications only.

1.4. [***]

1.5. FIRST USE shall mean the date of the initial transfer by SUBLICENSEE of LICENSED PRODUCTS to any third party in exchange for cash or some equivalent to which value can be assigned for the purpose of determining the NET SALES.

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1.6. EARNED ROYALTIES shall mean royalties paid or payable by SUBLICENSEE to CBC determined with respect to NET SALES.

1.7. EFFECTIVE DATE shall mean the date of the last signature date(s) provided hereinbelow.

1.8. PRIME LICENSE shall mean the exclusive license agreement between Harvard and CBC.

1.9. SUBLICENSEE is understood to include all of its AFFILIATES. AN AFFILIATE of SUBLICENSEE shall mean any corporation or other business entity controlled by, controlling, or under common control with SUBLICENSEE. For this purpose, "control" means direct or indirect beneficial ownership of at least fifty percent (50%) of the voting stock or equity, or at least fifty percent (50%) interest in the income of such corporation or other business.

2. GRANT

2.1. CBC grants to SUBLICENSEE, subject to all the terms and conditions of this Agreement, a non-exclusive, worldwide right and license to make, have made, use, and sell LICENSED PRODUCTS under LICENSED PATENT RIGHTS in the Field of Use.

2.2. CBC hereby grants to SUBLICENSEE the right to extend the license granted herein to an Affiliate, subject to the terms and conditions of this Agreement. CBC shall receive prompt written notice of each such extension and of any termination of such AFFILIATE license. SUBLICENSEE is expressly not granted a right to sublicense anyone other than an Affiliate under this Agreement.

3. ROYALTIES

As consideration for the rights granted hereunder, SUBLICENSEE shall make the following payments to CBC:

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3.3. Only one royalty shall be payable with respect to any LICENSED PRODUCT regardless of whether it or its use is covered by one or more LICENSED PATENT RIGHTS. On sales between SUBLICENSEE and its AFFILIATES for resale, the royalty shall be paid on the resale to any third-party purchaser.

4. PAYMENTS AND REPORTS

4.1. SUBLICENSEE agrees to notify CBC promptly, in writing, of the date of the FIRST USE of LICENSED PRODUCT(S).

4.2. Beginning with date of FIRST USE, SUBLICENSEE shall pay to CBC EARNED ROYALTIES within sixty (60) days from the end of each calendar quarter, which is the end of March, June, September, and December. Any royalties not paid within this time period shall be deemed past due royalties. Any past due royalties shall bear interest at the rate of
[***] PER ANNUM from their due date, which interest shall be paid by SUBLICENSEE to CBC.

4.3. SUBLICENSEE shall also prepare for each calendar quarter a written report in the form substantially as set forth in Appendix B setting forth the NET SALES and the EARNED ROYALTIES payable thereon, including a detailed listing of all LICENSED PRODUCTS sold and all deductions from NET SALES. The reports required by this Agreement shall be certified by an officer of SUBLICENSEE to be correct to the best of SUBLICENSEE's knowledge and information.

4.4. All amounts payable to CBC shall be paid in United States Dollars. In the event any LICENSED PRODUCT shall be sold for funds other than United States funds, the NET SALES of such product shall first be determined in the foreign funds and then converted into the equivalent United States funds at:

(i) the rate applicable to the transfer of funds arising from royalty payments as established by the exchange control authorities of the country of which such funds are the national currency, for the last business day of the accounting period for which payment is thus made; or

(ii) if there is no rate so applicable, then the buying rate for such foreign funds as published by the Wall Street Journal on the last business day of such calendar accounting period.

[***] Confidential Treatment Requested

5. BOOKS AND RECORDS

5.1. SUBLICENSEE shall keep, and shall require its AFFILIATES to keep, accurate and correct records of calculations for determining EARNED ROYALTIES on sales of LICENSED PRODUCTS made, used and sold under this Agreement, appropriate to determine the amount of EARNED ROYALTIES based on NET SALES at least three (3) years following a given reporting period. The records shall be available during normal business hours for inspection at the expense of CBC by a certified public accountant, selected by CBC and acceptable to SUBLICENSEE, for the sole purpose of verifying reports and payments hereunder. The accountant shall not disclose to CBC any financial information other than that information relating to the accuracy of reports and payments made under this Agreement.

6. NOTICES

6.1. Any notice required by this Agreement shall be sent by registered or certified mail properly addressed or by telex or facsimile, with a mailed confirmation copy, properly addressed to the other party at the address designated below, or to another address as may be designated in writing by the party. The notice shall be effective as of the date of the postmark of such mailed notice.

For CBC:

CAMBRIDGE BIOTECH CORPORATION
365 Plantation Street
Worcester, Massachusetts 01605
Attn: President
with a copy Attn: General Counsel

FOR SUBLICENSEE:

PROGENICS PHARMACEUTICALS, INC.

777 Old Saw Mill River Road
Tarrytown, NY 10591
Attn: Chief Executive Officer

7. TERM AND TERMINATION

7.1. The term of this Agreement, unless sooner terminated as provided herein, shall extend from the EFFECTIVE DATE until expiration of the last to expire patents included in LICENSED PATENT RIGHTS.

7.2. Upon any breach of, or default under, this Sublicense Agreement by SUBLICENSEE, CBC may terminate this Agreement by giving ninety (90) days written notice to SUBLICENSEE. The termination shall take effect at the end of the ninety-day period, unless during the period SUBLICENSEE cures such breach or default to CBC's satisfaction.

7.3. SUBLICENSEE has the right to terminate this Agreement at any time upon giving ninety (90) days written notice to that effect to CBC.

7.4. Termination of this Agreement shall not affect any rights or obligations accrued prior to the date of the termination, including SUBLICENSEE's obligation to pay all EARNED ROYALTIES and SUBLICENSEE's obligation to indemnify CBC. Upon termination of this Agreement all unpaid EARNED ROYALTIES due to CBC shall become immediately due and payable.

7.5. Waiver by CBC of a single default or breach or of succession of defaults or breaches shall not deprive CBC of any right to terminate this Agreement pursuant to the terms hereof upon the occasion of any subsequent default or breach.

[***]
7.6. If the PRIME LICENSE between Harvard and CBC is terminated, this Agreement between CBC and SUBLICENSEE shall, assigned to Harvard, and Harvard shall accept such assignment. CBC shall notify SUBLICENSEE if the PRIME LICENSE is terminated.

8. NEGATION OF WARRANTIES AND INDEMNITY

8.1. CBC has the right to enter into this Agreement notwithstanding its bankruptcy filings. CBC makes no representations or warranties as to the validity or scope of any LICENSED PATENT RIGHTS.

8.2. CBC makes no representations or warranties that the manufacture, use, sale or other disposal of the LICENSED PRODUCTS is or will be free from infringement of patents of third parties.

8.3. CBC makes no representations or warranties whatsoever, either express or implied, as to the merchantability or fitness of the LICENSED PRODUCTS for a particular purpose, and SUBLICENSEE shall make no statements, representations or warranties whatsoever to any third parties which are inconsistent with such disclaimer by CBC.

8.4. SUBLICENSEE shall defend, indemnify and hold harmless CBC and Harvard, their directors, officers, employees, and agents, from and against any and all claims, demands, damages, losses, and expenses of any nature, including attorney's fees, for but not limited to death, personal injury, illness, property damage or products liability arising from or in

[***] Confidential Treatment Requested

connection with any of the following:

(1) the use by SUBLICENSEE of any method or process related to the LICENSED PATENT RIGHTS; or

(2) any use, sale or other disposition of any of the LICENSED PRODUCTS by SUBLICENSEE or any statement, representation or warranty of SUBLICENSEE with respect thereto; or

(3) the use by any person of the LICENSED PRODUCTS made by SUBLICENSEE.

CBC shall reasonably cooperate with SUBLICENSEE in defending any such claim. CBC shall be entitled to receive information regarding the status of any such matter and shall be entitled to retain counsel on its own behalf and at its sole expense if CBC is named as a party or if CBC is not satisfied with the defense provided by SUBLICENSEE for any reason, the rights and obligations of this paragraph shall survive termination or expiration of the Agreement. CBC and/or Harvard may, at its option, require SUBLICENSEE to name CBC and/or Harvard as a co-insured on a product liability insurance policy deemed sufficient by CBC.

9. LAWS AND REGULATIONS

9.1. SUBLICENSEE shall comply with all foreign and United States federal, state, and local laws, regulations, rules and orders applicable to the testing, production, transportation, packaging, labeling, sale and use of the LICENSED PRODUCTS.

10. USE OF NAMES

10.1. SUBLICENSEE shall not use the names "Harvard College" or "Harvard," the names of the inventors, "Myron E. Essex," or "Tun-Hou Lee," or the name "Cambridge Biotech Corporation" or any other name or mark by which Harvard or CBC may be identified for any purpose without prior written consent obtained from the respective parties in each instance.

10.2. CBC shall not use the names "Progenics" or "Progenics Pharmaceuticals, Inc." or any other name or mark by which SUBLICENSEE may be identified for any purpose without prior written consent obtained from SUBLICENSEE in each instance.

11. PATENT NOTICE

11.1. SUBLICENSEE shall apply the patent marking notices required by the laws of the United States and relevant countries.

12. MISCELLANEOUS PROVISIONS

12.1. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes and replaces all prior agreements, understandings, writings, and discussions between the parties relating to said subject matter.

12.2. This Agreement may be amended only by a written instrument executed by the parties.

12.3. Without prior written approval of CBC and Harvard, the license granted pursuant to this Agreement shall not be assigned or transferred by SUBLICENSEE to any other party other than to a successor to the entire business interest of SUBLICENSEE.

12.4. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

[Balance of page intentionally left blank]

12.5. This Agreement shall be governed and construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, this Agreement is executed by the parties hereinbelow:

CAMBRIDGE BIOTECH CORPORATION

By: /s/ Jeffrey Beaver                                 March 13, 1995
    -----------------------                            -----------------------
    Jeffrey T. Beaver                                  Date
    Chief Executive Officer

PROGENICS PHARMACEUTICALS, INC.

By: /s/ Paul J. Maddon                                  March 7, 1995
    ------------------------                            -----------------------
    Paul J. Maddon, M.D. Ph.D.                          Date
    Chairman and CEO

AGREED AS TO SECTION 7.6:

PRESIDENT AND FELLOWS HARVARD COLLEGE

By: /s/ Joyce Brinton                                   3/17/95
    -------------------------                           ------------------------
    Joyce Brinton, Director                             Date
    Office for Technology and Trademark Licensing

Title:         ASSAY FOR DETECTING INFECTION BY HUMAN T-CELL
                LYMPHOTROPHIC VIRUS-III
Inventors:     Myron E. Essex and Tun-Hou Lee
Filed:         November 9, 1984
Issued:        February 16, 1988

The claims of this patent are directed to gp120 and cross-reactive peptides.

Title:         ASSAY FOR DETECTING INFECTION BY HUMAN T-CELL
                LYMPHOTROPHIC VIRUS-III
Inventors:     Myron E. Essex and Tun-Hou Lee
Filed:         May 29, 1987

Cross-Reference: division of U.S. 4,725,669 Issued: currently pending

This is a divisional application of U.S. 4,725,669, directed to methods of assay using the proteins covered by the patent and to gp160 and cross-reactive peptides.

APPENDIX B

FORM OF ROYALTY REPORT

For each Licensed Product, SUBLICENSEE shall report the following information:

Gross amount billed or invoiced

Deductions allowable under Section 1.4

Resulting Net Sales

Amount received

Effective royalty rate

Amount of Earned Royalties payable with report

Exhibit 10.17

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

ARTICLE 1. INTRODUCTION

This Cooperative Research and Development Agreement (CRADA) between the Centers for Disease Control and Prevention (CDC) and the Collaborator will be effective when signed by all parties. By signing this CRADA, the Collaborator acknowledges that it has received and read a copy of the Policy Statement on Cooperative Research and Development Agreements and Intellectual Property Licensing which is attached as Appendix A. The Research and Development project(s) which will be undertaken by each of the Parties in the course of this CRADA is detailed in the Research Plan (RP) which is attached as Appendix B. The funding and staffing commitments of the Parties are set forth in Appendix C. Any exceptions or changes to the CRADA are set forth in Appendix D.

ARTICLE 2. DEFINITIONS

As used in this CRADA, the following terms shall have the indicated meanings:

2.1 "COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT" or "CRADA" means this Agreement, entered into by CDC pursuant to the Federal Technology Transfer Act of 1986 and Executive Order 12591 of October 10, 1987.

2.2 "PROPRIETARY INFORMATION" means confidential scientific, business or financial information provided that such information:

2.2.1   Is not publicly known or available from other sources who are
         not under a confidentiality obligation to the source of the
         information;

2.2.2   Has not been made available by its owners to others without a
         confidentiality obligation;

2.2.3   Is not already available to the receiving Party without a
         confidentiality obligation; and

2.2.4   Does not relate to potential hazards or cautionary warnings
         associated with the production, handling or use of the subject
         matter of the Research Plan of this CRADA.

2.3 "SUBJECT DATA" means all recorded information first produced in the performance of this CRADA.

2.4 "RESEARCH RESULTS" means all tangible materials other than Subject Data first produced in the performance of this CRADA.

2.5 "SUBJECT INVENTION" means any invention conceived and reduced to practice in the performance of research under this CRADA that may be patentable under 35 U.S.C. Section 101 or Section 161, protectable under 7 U.S.C. Section 2321, or otherwise protectable by other types of U. S. or foreign Intellectual Property (IP) fight.

2.6 "GOVERNMENT" means the U. S. Government and any of its agencies.

2.7 "RESEARCH PLAN" or "RP" means the statement in Appendix B of the respective research and development commitments of the Parties to this CRADA.

2.8 "PRINCIPAL INVESTIGATOR" or "PI" means each of the persons designated respectively by the Parties to this CRADA who will be responsible for the scientific and technical conduct of the RP.

ARTICLE 3. COOPERATIVE RESEARCH

3.1 RESEARCH TEAM. The Parties agree to establish a joint research and development team (hereinafter referred to as the "Team") comprising at least the Principal Investigators designated pursuant to Article 3.3 to conduct and monitor the research in accordance with the RP. Although members of the Team shall be considered as having been delegated to the Team, they shall continue to remain employed by their respective employers under their respective terms of employment.

3.2 REVIEW OF WORK. Periodic conferences shall be held by the Team to review work progress; it is understood that the nature of this cooperative research precludes guarantee of its completion within the specified period of performance or limits of allocated financial or staffing support. Accordingly, research under this CRADA is to be performed on a best efforts basis.

3.3 PRINCIPAL INVESTIGATORS. CDC research work under this CRADA will be performed by the Laboratory identified in the RP, and the CDC Principal Investigator (PI) designated in the RP will be responsible for the scientific and technical conduct of this project on behalf of CDC. Also designated in the RP is the Collaborator PI who will be responsible for the scientific and technical conduct of this project on behalf of the Collaborator.

3.4 RESEARCH PLAN CHANGE. The RP may be modified by mutual written consent of the Principal Investigators. Substantial changes in the scope of the RP will be treated as amendments under Article 14.6

ARTICLE 4. REPORTS

4.1 INTERIM REPORTS. The Parties shall exchange formal written interim progress reports on a schedule agreed to by the PIs, but at least within six (6) months after this CRADA becomes effective and at least within every six (6) months thereafter. Such reports shall set forth the technical progress made, identifying such problems as may have been encountered and establishing goals and objectives requiring further effort.

4.2 FINAL REPORTS. The Parties shall exchange final reports of their results within four (4) months after completing the projects described in the RP or after the termination of this CRADA.

ARTICLE 5. FINANCIAL AND STAFFING OBLIGATIONS

5.1 CDC AND COLLABORATOR CONTRIBUTIONS. The CDC contribution to the RP in the form of personnel, services and property is designated in Appendix C. The Collaborator contribution to the RP in the form of personnel, services, property, support for staffing and/or funding is designated in Appendix C. Payment schedules, if applicable, are also indicated in Appendix C.

5.2 INSUFFICIENT AND EXCESS FUNDS. CDC shall not be obligated to perform any of the research specified herein or to take any other action required by this CRADA if the funding is not provided as set forth in Appendix C. CDC shall return excess funds to the Collaborator when it sends its final fiscal report pursuant to Article 5.3, except for staffing support pursuant to Article 11.3.

5.3 ACCOUNTING RECORDS. CDC shall maintain separate and distinct current accounts, records, and other evidence supporting all its obligations under this CRADA, and shall provide the Collaborator with an annual report reflecting the use of the Collaborator's funds and a final fiscal report at the time that final reports are exchanged pursuant to Article 4.2.

ARTICLE 6. TITLE TO PROPERTY

6.1 CAPITAL EQUIPMENT. The purchase or use of capital equipment to carry out this CRADA does not affect the ownership rights that would otherwise apply. Equipment purchased by CDC with funds provided by the collaborator shall be the property of CDC. All capital equipment provided under this CRADA by one party for the use of another Party remains the property of the providing Party unless other disposition is mutually agreed upon in writing by the collaborating parties. If title to this equipment remains with the providing Party, that Party is responsible for maintenance of the equipment and the costs of its transportation to and from the site where it will be used.

ARTICLE 7. INTELLECTUAL PROPERTY RIGHTS AND APPLICATIONS

7.1 REPORTING. The Parties shall promptly report to each other in writing each Subject Invention resulting from the research conducted under this CRADA that is reported to them by their respective employees. Such reports shall be treated in confidence by the receiving Party until such time as a patent or other Intellectual Property (IP) application, as appropriate, claiming that Subject Invention has been filed. Because of the royalty sharing provisions for Government inventors in the Federal Technology Transfer Act of 1986, and in view of Article 8.4 of this CRADA which grants the Government a research license on inventions made solely by the Collaborator, the Collaborator acknowledges a special duty to report all Subject Inventions to CDC so that CDC may determine whether or not inventors properly includes CDC investigators.

7.2 COLLABORATOR EMPLOYEE INVENTIONS. The Collaborator may elect to retain IP rights to any Subject Invention made solely by a Collaborator employee. The Collaborator shall notify CDC promptly upon making this election. If the Collaborator does not elect to retain its IP rights, the Collaborator shall offer to assign these IP rights to the Subject Invention to CDC pursuant to Article 7.5. If CDC declines such assignment, the Collaborator may release its IP rights to its employee inventors pursuant to Article 7.6.

7.3 CDC EMPLOYEE INVENTION. CDC, on behalf of the U.S. Government, may elect to retain IP fights to each Subject Invention made solely by CDC employees. If CDC does not elect to retain IP rights, CDC shall offer to assign these IP rights to such Subject Invention to the Collaborator pursuant to Article 7.5. If the Collaborator declines such assignment, CDC may release IP rights in such Subject Invention to its employee inventors pursuant to Article 7.6.

7.4 JOINT INVENTIONS. Each Subject Invention made jointly by CDC and Collaborator employees shall be jointly owned by CDC and the Collaborator. The Collaborator may elect to file the joint patent or other IP application(s) thereon and shall notify CDC promptly upon making this election. If the Collaborator decides to file such applications, it shall do so in a timely manner and at its own expense. If the Collaborator does not elect to file such application(s), CDC on behalf of the U.S. Government, shall have the right to file the joint applications in a timely manner and at its own expense. If either Party decides not to retain its IP rights to a jointly owned Subject Invention, it shall offer to assign such rights to the other Party pursuant to Article 7.5. If the other Party declines such assignment, the offering Party may release its IP rights to employee inventors pursuant to Article 7.6.

7.5 FILING OF PATENT APPLICATIONS. With respect to Subject Inventions made by the Collaborator as described in Article 7.2 or by CDC as described in Article 7.3, a Party exercising its right to elect to retain IP rights to a Subject Invention agrees to file patent or other IP applications in a timely manner and at its own expense. The Party may elect not to file a patent or other IP application thereon in any particular country or countries provided it so advises the other Party ninety (90) days prior to the expiration of any applicable filing deadline, priority period or statutory bar date, and hereby agrees to assign its IP rights, title and interest in such country or countries to the Subject Invention to the other Party and to cooperate

in the preparation and filing of a patent or other IP applications. In any countries in which title to patent or other IP fights is transferred from CDC to the Collaborator, the Collaborator agrees that CDC inventors will share in any royalty distribution that the Collaborator pays to its own inventors.

7.6 RELEASE TO INVENTORS. In the event neither of the Parties to this CRADA elects to file a patent or other IP application on a Subject Invention, either or both (if a joint invention) may release their IP rights to their respective employee inventor(s) with a nonexclusive, non-transferrable, royalty-free license being retained by each Party.

7.7 PATENT EXPENSES. The expenses attendant to the filing of patent or other IP applications generally shall be paid by the Party filing such application. If an exclusive license to any Subject Invention is granted to the Collaborator by CDC, the Collaborator shall reimburse CDC for the reasonable past and ongoing funds expended worldwide for filing prosecuting and maintaining any applications. The Collaborator may waive its exclusive license fights on any application, patent or other IP grant at any time, and incur no subsequent compensation obligation for that application, patent or IP grant.

7.8 PROSECUTION OF INTELLECTUAL PROPERTY APPLICATIONS. Each Party shall provide the other Party with copies of the applications it files on any Subject Invention along with the power to inspect and make copies of all documents retained in the patent or other IP application files by the applicable patent or other IP office. The Parties agree to consult with each other with respect to the prosecution of Subject Inventions described in Article 7.3 and joint Subject Inventions described in Article 7.4. If the Collaborator elects to file and prosecute IP applications on joint Subject Inventions pursuant to Article 7.4, CDC will be granted an associate power of attorney (or its equivalent) on such IP applications.

ARTICLE 8. LICENSING

8.1 OPTION FOR EXCLUSIVE COMMERCIALIZATION LICENSE. With respect to Government IP rights to any Subject Invention not made solely by the Collaborator's employees for which a patent or other IP application is filed, CDC grants to the Collaborator an option to negotiate, in good faith, the terms of an exclusive or nonexclusive commercialization license that fairly reflects the relative contributions of the Parties to the invention and the CRADA, the risks incurred by the Collaborator, and the costs of subsequent research and development needed to bring the invention to the marketplace. The license will specify the licensed fields of use, breadth of exclusivity and royalties. Royalty rates will be based on product sales and the rates conventionally granted in the field identified in the RP for inventions with reasonably similar commercial potential Royalty rates generally will not exceed a rate within the range of [***] for extensive commercialization licenses. Contingent royalty schemes based on, e.g., patent issuance or nonissuance, and provisions treating the stacking of royalties or packaging of other licensed inventions developed under this CRADA may be provided. Extensive licensees will be expected to reimburse CDC for IP expenses related to each licensed intellectual property, and may be permitted to offset such reimbursement against future product royalties.

8.2 EXERCISE OF LICENSE OPTION. The option of Article 8.1 must be exercised by written notice mailed within three (3) months after the patent or other IP application is filed to:

CDC Technology Transfer Coordinator Centers for Disease Control 1600 Clifton Road, N.E.

Building 1, B72, Mailstop A20
Atlanta, Georgia 30333

[***] Confidential Treatment Requested

Exercise of this option by the Collaborator initiates a negotiation period that expires nine (9) months after the patent or other IP application filing date. If the last proposal by the Collaborator has not been responded to in writing by CDC within this nine (9) month period, the negotiation period shall be extended to expire one (1) month after CDC so responds, during which month the Collaborator may accept in writing the final license proposal of CDC. After that time, CDC will be free to license such IP rights to others.

8.3 PRICING. CDC has a concern that there be a reasonable relationship between the pricing of a licensed product, the public investment in that product, and the health and safety needs of the public. Accordingly, extensive commercialization licenses granted for CDC intellectual property rights may require that this relationship be supported by reasonable evidence.

8.4 GOVERNMENT INTELLECTUAL PROPERTY RIGHTS. For inventions developed wholly by CDC investigators or jointly with a Collaborator under this CRADA, CDC is required by the Federal Technology Transfer Act of 1986, 15 U.S.C. at Section 3710a(b)(2), to retain at least a nonexclusive, irrevocable, paid-up license to practice the invention or to have the invention practiced throughout the world by or on behalf of the U.S. Government. For inventions developed wholly by the Collaborator under this CRADA, the Collaborator agrees to grant a research license as described in Article 8.5 to the Government.

8.5 RESEARCH LICENSES. CDC reserves the right under any IP license granted by CDC to the Collaborator under this CRADA to grant nonexclusive licenses to third parties to make and to use the licensed invention for purposes of research involving the invention ifself, and not for purposes of commercial manufacture or in lieu of purchase as a commercial product for use in other research. CDC intends to consult with their exclusive commercialization licensee(s) before granting research licenses to commercial entities.

8.6 JOINT INVENTIONS NOT EXCLUSIVELY LICENSED. In the event that the Collaborator does not choose to acquire an exclusive commercialization license to IP rights in joint Subject Inventions described in Article 7.4, then each Party shall have the right to use the joint Subject Invention and to license its use to others. The Parties may agree to a joint licensing approach for such IP rights.

ARTICLE 9. PROPRIETARY RIGHTS AND PUBLICATION

9.1 RIGHT OF ACCESS. CDC and the Collaborator agree to exchange all Subject Data and Research Results produced in the course of research under this CRADA, whether developed solely by CDC, jointly with the Collaborator, or solely by the Collaborator. Tangible research products developed under a CRADA will be shared equally by the Parties to the CRADA unless other disposition is agreed to by the Principal Investigators. All Parties to this CRADA will be free to utilize Subject data and Research Results for their own purposes, consistent with their obligations under this CRADA.

9.2 OWNERSHIP OF SUBJECT DATA IN RESEARCH RESULTS. Subject to the sharing requirements of Article 9.1, the producing Party will retain ownership of and title to all Subject Inventions, all Subject Data and all Research Results produced solely by their investigators. Jointly developed Subject Inventions, Subject Data and Research Results will be jointly owned. However, except as may be afforded through IP rights that require public disclosure of the protected subject matter (e.g., patents), CDC does not have statutory authority to limit (or agree with the Collaborator to limit) dissemination of Subject Data or Research Results developed solely by CDC investigators or jointly with the Collaborator. Accordingly, CDC may not agree to exclude others from utilizing or commercializing such Subject Data or Research Results.

9.3 PROPRIETARY AND CONFIDENTIAL INFORMATION. Each Party agrees to limit its disclosure of Proprietary Information to the amount necessary to carry out the Research Plan of this CRADA, and shall place a confidentiality notice on all such information. Research materials required for the RP may also be designated as Proprietary Information.

Each Party receiving Proprietary Information agrees that any information so designated shall be used by it only for the purposes described in the attached Research Plan. Any Party may object to the designation of information as Proprietary Information by another Party and may decline to accept such information. Data and research products developed solely by the Collaborator may be designated as Proprietary Information when they are wholly separable from the data and research product categories as set forth in the RP. The exchange of confidential information should be similarly limited and treated. Unless disclosure is otherwise mutually agreed upon, all Parties to this CRADA agree to keep CRADA Subject Data and Research Results confidential, to the extent permitted by law, until they arc published or corresponding patent or other IP application(s) have been filed.

9.4 PROTECTION OF PROPRIETARY INFORMATION. Proprietary Information shall not be disclosed, copied, reproduced or otherwise made available to any other person or entity without the consent of the owning Party except as may be required under court order or the Freedom of Information Act (5 U.S.C. Section 552). Each Party agrees to use its best efforts to main- tain the confidentiality of Proprietary Information. Each Party agrees that another Party is not liable for the disclosure of Proprietary Information which, after notice to and consultation with the concerned Party, another Party in possession of the Proprietary Information determines the information may not lawfully bc withheld, provided the concerned Party has been given an opportunity to obtain a court order to enjoin disclosure.

9.5 DURATION OF CONFIDENTIALITY OBLIGATION. The obligation to maintain the confidentiality of Proprietary Information shall expire at the earlier of the date when the information is no longer Proprietary Information as defined in Article 2.2 or three (3) years after the expiration or termination date of this CRADA. The Collaborator may request an extension to this term when necessary to protect Proprietary Information relating to products not yet commercialized.

9.6 PUBLICATION. The Parties are encouraged to make publicly available the results of their research. Before either Party submits a paper or abstract for publication or otherwise intends to publicly disclose information about a Subject Invention, Subject Data or Research Results, the other Party shall be provided thirty (30) days to review the proposed publication or disclosure to assure that Proprietary Information is protected. The publication or other disclosure shall be delayed for up to (thirty) 30 additional days upon written request by any Party as necessary to preserve U.S. or foreign patent or other IP rights.

10.1   REPRESENTATIONS AND WARRANTIES OF CDC. CDC hereby represents and warrants
       to the Collaborator that the Official signing this CRADA has authority to
       do so.

10.2   REPRESENTATIONS AND WARRANTIES OF THE COLLABORATOR. The Collaborator
       hereby represents and warrants to CDC that the Collaborator has the
       requisite power and authority to enter into this CRADA and to perform
       according to its terms, and that the Collaborator's Official signing
       this CRADA has authority to do so. The Collaborator further represents
       that it is financially able to satisfy any funding commitments made in
       Appendix C.

11.1   TERMINATION BY MUTUAL CONSENT. The CDC and the Collaborator may terminate
       this CRADA, or portions thereof, at any time by mutual written consent.
       In such event the Parties shall specify the disposition of all property,
       inventions, patents and other IP applications and other results of work
       accomplished or in progress, arising from or performed under this CRADA.

11.2   UNILATERAL TERMINATION. Either CDC or the Collaborator may unilaterally
       terminate this entire CRADA at any time by giving the written notice at
       least thirty (30) days prior to the desired termination date, and any
       rights accrued in property, patents or other IP shall be disposed of as
       in 11.1.

11.3   STAFFING. If this CRADA is mutually or unilaterally terminated prior to
       its expiration, funds will nevertheless remain available to CDC for
       continuing any staffing commitment made by the Collaborator pursuant
       to Article 5.1 above and Appendix C, ff applicable, for a period of six
       (6) months after such termination. If there are insufficient funds to
       cover this expense, the Collaborator agrees to pay the difference.

11.4   NEW COMMITMENTS. No party shall make new commitments related to this
       CRADA after a mutual or unilateral termination and shall, to the extent
       feasible, cancel all outstanding commitments and contracts by the
       termination date.

11.5   TERMINATION COSTS. Concurrently with the exchange of final reports
       pursuant to Articles 4.2 and 5.3, CDC shall submit to the Collaborator
       for payment a statement of all costs incurred prior to the date of
       termination and for all reasonable termination costs including the cost
       of returning Collaborator property or removal of abandoned property.

                              ARTICLE 12. DISPUTES

12.1   SETTLEMENT. Any dispute arising under the CRADA which is not disposed of
       by agreement of the Principal Investigators shall bc submitted jointly
       to the signatories of this CRADA. If the signatories are unable to
       jointly resolve the dispute within thirty (30) days after notification
       thereof, the Assistant Secretary of Health (or his/her designee) shall
       propose a resolution. Nothing in this section shall prevent any Party
       from pursuing any and all administrative and/or judicial remedies which
       may be available.

12.2   CONTINUATION OF WORK. Pending the resolution of any dispute or claim
       pursuant to this Article, the Parties agree that performance of all
       obligations shall be pursued diligently in accordance with the direction
       of the CDC signatory.

                            ARTICLE 13. LIABILITY

13.1   PROPERTY. The U.S. Government shall not be responsible for damages to any
       property of the Collaborator provided to CDC or acquired by CDC pursuant
       to this CRADA.

13.2   NO WARRANTY. Except as specifically stated in Article 10, the Parties
       make no express or implied warranty as to any matter whatsoever,
       including the conditions of the research or any invention or product,
       whether tangible or intangible, made, or developed under this CRADA, or
       the ownership, merchantability, or fitness for a particular purpose of
       the research or any invention or product.

                                       8

13.3   INDEMNIFICATION. The Collaborator agrees to hold the U.S. Government
       harmless and to indemnify the Government for all liabilities, demands,
       damages, expenses and losses arising out of the use by the Collaborator
       for any purpose of the Subject Data, Research results and/or Subject
       Inventions produced in whole or part by CDC employees under this CRADA,
       unless due to the negligence of CDC, its employees or agents. The
       Collaborator shall be liable for any claims or damages it incurs in
       connection with this CRADA. CDC has no authority to indemnify the
       Collaborator.

13.4   FORCE MAJEURE. Neither party shall be liable for any unforeseeable event
       beyond its reasonable control not caused by the fault or negligence of
       such Party, which causes such Party to be unable to perform its
       obligations under this CRADA, and which it has been unable to overcome by
       the exercise of due diligence. In the event of the occurrence of such a
       force majeure event, the Party unable to perform shall promptly notify
       the other Party. It shall further use its best efforts to resume
       performance as quickly as possible and shall suspend performance only
       for such period of time as necessary as a result of the force majeure
       event.

                           ARTICLE 14. MISCELLANEOUS

14.1   GOVERNING LAW. The construction, validity, performance and effect of
       this CRADA shall be governed by Federal Law, as applied by the Federal
       Courts. Federal law and regulations will preempt any conflicting or
       inconsistent provisions in this CRADA.

14.2   ENTIRE AGREEMENT. This CRADA constitutes the entire agreement between
       the Parties concerning the subject matter of this CRADA and supersedes
       any prior understanding of written or oral agreement.

14.3   HEADINGS. Titles and headings of the sections and subsections of this
       CRADA are for the convenience of references only and do not form a
       part of this CRADA and shall in no way affect its interpretation.

14.4   WAIVERS. None of the provisions of this CRADA shall be considered waived
       by any Party unless such waiver is given in writing to the other Party.
       The failure of a Party to insist upon strict performance of any of the
       terms and conditions hereof, or failure or delay to exercise any rights
       provided herein or by law, shall not be deemed a waiver of any rights of
       any Party.

14.5   SEVERABILITY. The illegality or invalidity of any provisions of this
       CRADA shall not impair, affect or invalidate the other provisions of
       this CRADA.

14.6   AMENDMENTS. If either party desires a modification to this CRADA, the
       Parties shall, upon reasonable notice of the proposed modification or
       extension by the Party desiring the change, confer in good faith to
       determine the desirability of such modification or extension. Such
       modification shall not be effective until a written amendment is signed
       by the signatories to this CRADA or by their representatives duly
       authorized to execute such amendment.

14.7   ASSIGNMENT. Neither this CRADA nor any rights or obligations of any
       Party hereunder shall be assigned or otherwise transferred by either
       Party without the prior written consent of the other Party.

14.8   NOTICES. All notices pertaining to or required by this CRADA shall be
       in writing and shall be signed by an authorized representative and shall
       be delivered by hand or sent by certified mail, return receipt requested,
       with postage prepaid, to addresses indicated on the signature page for
       each Party. Notices regarding the exercise of license options shall be
       made pursuant to Article 8.2. Any Party may change such address by notice
       given to the other Party in the manner set forth above.

14.9   INDEPENDENT CONTRACTORS. The relationship of the Parties to this CRADA is
       that of independent contractors and not as agents of each other or as
       joint venturers or partners. Each Party shall maintain sole and exclusive
       control over its personnel and operations. Collaborator employees who
       will be working at CDC facilities may be asked to sign a Guest Researcher
       or Special Volunteer Agreement appropriately modified in view of the
       terms of this CRADA.

14.10  USE OF NAME OR ENDORSEMENTS. By entering into this Agreement, CDC does
       not directly or indirectly endorse any product or service provided, or
       to be provided, whether directly or indirectly related to either this
       CRADA or to any patent license or other IP license or agreement which
       implements this CRADA by its successors, assignees, or licensees. The
       Collaborator shall not in any way state or imply that this CRADA is an
       endorsement of any such product or service by the U.S. Government or any
       of its organizational units or employees.

14.11  EXCEPTIONS TO THIS CRADA. Any exceptions or modifications to this CRADA
       that are agreed to by the Parties prior to their execution of this CRADA
       are set forth in Appendix D.

14.12  REASONABLE CONSENT. Whenever a Party's consent or permission is required
       under this CRADA, such consent or permission shall not be unreasonably
       withheld.

                            ARTICLE 15. DURATION OF AGREEMENT

15.1   DURATION. It is mutually recommended that this project cannot be rigidly
       defined in advance and that the contemplated time periods for various
       phases of the RP are only good faith guidelines subject to adjustment
       by mutual agreement to fit circumstances as the RP proceeds. In no case
       will the term of this CRADA extend beyond the term indicated in the RP
       unless it is revised in accordance with Article 14.6.

15.2   SURVIVABILITY. The provisions of Articles 4.2, 5.2, 5.3, 6.1, Articles
       7-9, 11.3, 11.5, 12.1, 13.3 and 14.10 shall survive the termination of
       this CRADA.

CRADA #: CID-93-045-00

FOR THE CDC:                                  FOR THE COLLABORATOR:

/s/Joseph McDade   2/25/93                    /s/Paul J. Maddon     2/19/93
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SIGNATURE          DATE                       SIGNATURE             DATE

Joseph   McDade                               Paul J. Maddon, M.D., Ph.D.
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TYPED NAME                                    TYPED NAME

Associate Director for Laboratory             Chairman and CEO
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TITLE                                         TITLE

APPENDIX A

CENTERS FOR DISEASE CONTROL AND PREVENTION (CDC)
AND THE
AGENCY FOR TOXIC SUBSTANCES AND DISEASE REGISTRY

POLICY STATEMENT ON
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENTS
AND INTELLECTUAL PROPERTY LICENSING

This Statement sets forth the policies of the Centers for Disease Control and Prevention (CDC) and the Agency for Toxic Substances and Disease Registry (ATSDR) on various aspects of cooperative research and intellectual property licensing. These policies apply to the negotiation of CDC and ATSDR Cooperative Research and Development Agreements (CRADAs). License agreements for intellectual property rights to inventions developed under a CRADA or through the CDC and ATSDR intramural research programs, whether negotiated by CDC and ATSDR or by the National Technical Information Service on its behalf, will also incorporate these policies. This statement may be revised as appropriate.

The Federal Technology Transfer Act of 1986 (FTTA, 15 U.S.C. at Section 3710), Executive Order 12591 of April 10, 1987, orders Federal laboratories to assist universities and the private sector in broadening our national technology base by moving new knowledge from the research laboratory into the development of new products and processes. While Federal patent law (35 U.S.C. at Sections 200-212) authorizes the licensing of Government-owned patent rights, the FTTA seeks to facilitate technological collaboration at an earlier stage. Thus the FTTA authorizes Federal laboratories to enter into CRADAs and to agree to grant intellectual property rights in advance to collaborators for inventions made in whole or part by Federal employees under the CRADA. Besides assisting in the transfer of commercially useful technologies from Federal laboratories to the marketplace, CRADAs make outside resources more accessible to Federal investigators.

The CDC and ATSDR, agencies of the U.S. Public Health Service (PHS) within the Department of Health and Human Services (HHS), are lead Federal agencies for prevention and control of disease and disability in the U.S. and throughout the world. The CDC and ATSDR primary goals are to prevent disease, illness, injuries, and disability before they occur, and to promote health. Under the FTTA, 15 U.S.C. at Section 3710(a)2, technology transfer, consistent with mission responsibilities, is also a responsibility of each laboratory science and engineering professional. To achieve its goals, CDC and ATSDR have developed an interdisciplinary research environment and service program that promotes and encourages the free exchange of ideas and information.

In order to safeguard the collegiality and integrity of, as well as public confidence in, the CDC/ATSDR research programs, the following research and technology transfer policies have been adopted.

1. RESEARCH FREEDOM

The CDC and ATSDR investigators generally are free to choose the subject matter of their research, consistent with the mission of their Center/Institute/Office (CIO) and the research programs of their laboratories. No CRADA or license agreement may contravene this freedom.

2. RESEARCH POLICY

The CDC and ATSDR research results generally are disseminated freely through publication in the scientific literature and presentations at public fora. Brief delays in the dissemination of research results may be permitted under a CRADA as necessary in order to file corresponding patent or other intellectual property applications. The CDC and ATSDR consider the filing of such applications to be an important component of its research efforts.

3. COOPERATIVE RESEARCH AND DEVELOPMENT UNDER A CRADA

As defined by the FTTA, 15 U.S.C. at Section 3710(d)(1), a CRADA means any agreement between one or more Federal laboratories and one or more non-Federal parties, under which the Government provides personnel, services, facilities, equipment or other resources (but not funds), and the non-Federal parties provide funds, personnel, services, facilities, equipment or other resources toward the conduct of specified research or development efforts. Cooperative research and development activities are intended to facilitate the transfer of federally funded research and development for use by State and local governments, universities, and the private sector, particularly small business.

4. CDC AND ATSDR CRADAS FOR COOPERATIVE RESEARCH

As adopted by CDC and ATSDR, a CRADA is a standardized agreement intended to provide an appropriate legal framework for, and to expedite the approval of, cooperative research and development projects. The use of CRADAs is encouraged for cooperative efforts because they permit CDC and ATSDR to accept, retain, and use funds, personnel, services, and property from collaborating parties and to provide personnel, services, and property to collaborating parties. The CDC and ATSDR may permit its investigator to enter into CRADAs with collaborators who will make significant intellectual contributions to the research project undertaken or who will contribute essential research materials not otherwise reasonably available. While CDC and ATSDR welcome contributions to its gift funds for research purposes, it does not view CRADAs as a general funding source or a mechanism for sponsored research. This approach to implementing the FTTA has been chosen in order to maintain the public's confidence in CDC and ATSDR through maintaining an independence from reliance on industry funding.

5. SELECTION OF COLLABORATORS UNDER A CRADA

Collaborators under a CRADA may be suggested by potential collaborators or by CDC and ATSDR investigators. Generally, the decision to initiate the approval process for a CRADA is made by the involved CDC or ATSDR investigator and laboratory chief with the approval of Division and CIO directors. Approval is based on scientific considerations and the desire for the public to benefit from the application by the private sector of particular CDC and ATSDR research. For some cooperative projects, where the development and commercialization potential is more immediate relative to the basic research aspects, CDC and ATSDR may seek a collaborator(s) which has both scientific expertise and commercialization capabilities. In certain areas of research, e.g. where the Government has the intellectual lead or where both scientific and commercialization capabilities are deemed essential at the outset, CDC and ATSDR may competitively seek a collaborator(s) through Federal Register notification. The PHS has also developed policy guidelines for ensuring fairness of access to PHS laboratories such as CDC in the process of initiating and developing CRADAs. Additionally, from time to time, CDC and ATSDR may sponsor industry collaboration fora to publicize opportunities for collaboration to a wide audience.

6. PROPRIETARY OR CONFIDENTIAL INFORMATION AND MATERIALS

The CDC and ATSDR recognize that an effective collaborative research program may require the disclosure of proprietary information to CDC and ATSDR investigators. Although agreements to maintain confidentiality are permitted under a CRADA, collaborators should limit their disclosure of proprietary information to the amount necessary to carry out the research plan of the CRADA. The mutual exchange of confidential information, e.g. patient identification data, should be similarly limited. The CDC and ATSDR also recognize that cooperative research may require the exchange of proprietary research materials. Such materials may be used only for the purposes specified in the research plan set forth in the CRADA. All parties to the CRADA will agree to keep CRADA research results confidential until they are published or presented at a scientific meeting.

7. TREATMENT OF DATA AND RESEARCH PRODUCTS PRODUCED UNDER A CRADA

The CDC and ATSDR investigator and the collaborator will agree to exchange all data and research products developed in the course of research under a CRADA whether developed solely by CDC and ATSDR, jointly with the collaborator, or solely by the collaborator. In general, tangible research products developed under a CRADA will be shared equally by the parties to the CRADA. All parties to a CRADA will be free to utilize such data and research products for their own purposes. Data and research products developed solely by the collaborator may be designated as proprietary by the collaborator when they are wholly separable from the data and research products developed jointly with CDC and ATSDR investigators. However, except as may be afforded through intellectual property rights that require public disclosure of the protected subject matter (e.g. patents), the CDC and ATSDR will not agree to exclude others from utilizing or commercializing the data or research products developed solely by CDC and ATSDR investigators or jointly with the collaborator under a CRADA. Thus, intellectual property which is not patented is not to be afforded trade secret status.

8. OWNERSHIP OF AND LICENSING OF CDC INTELLECTUAL PROPERTY RIGHTS

Pursuant to the FTTA, 15 U.S.C. at Section 3710(b)(2), a Federal laboratory is authorized to own and license patent rights to inventions made in whole or part by its employees under a CRADA. The term "invention" is defined at
Section 3703(9) to mean any invention or discovery which is or may be patentable or otherwise protected under Title 35 or any novel variety of plant which is or may be protectable under the Plant Variety Protection Act (PVPA), 7 U.S.C. Section 2321 et seq. The patent law, 35 U.S.C. Section 207, authorizes the ownership and licensing of intramural inventions. Executive Order 12591 at Section 1(b)(1)(B) further authorizes the transfer of Government intellectual property rights. Although the FTTA speaks broadly of the transfer of "technology", CDC and ATSDR do not have statutory authority to license (or to agree to limit dissemination) of technology developed in whole or part by their investigators under a CRADA unless a patent, PVPA certificate or other intellectual property application has been filed for that technology. The CDC and ATSDR will retain the Government ownership interest in, but license rights to, all intellectual property rights to inventions developed solely by their investigators through intramural research or developed in whole or in part under a CRADA.

9. GENERAL LICENSING POLICY

The CDC and ATSDR recognize that under the FTTA and the patent licensing law to which it refers, Congress and the President have chosen to utilize the patent system as the primary mechanism for transferring Government inventions to the private sector. The importance of patents to commercialization in the biomedical field is further reflected by the Drug Price Competition and Patent Term Restoration Act of 1984 (Pub. L. 98-417). A fundamental principle of the patent system is that the owner of a patent has a time-limited "right to exclude others from making, using, or selling the
[patented] invention." The reason for such a period of exclusivity is to encourage industry to invest the resources necessary to bring an invention from the discovery stage through subsequent development, clinical trials, regulatory approvals, and ultimately into commercial production. The CDC and ATSDR accordingly are willing to grant exclusive commercialization licenses under their patent or other intellectual property rights in cases where substantial additional risks, time, and costs must be

undertaken by a licensee prior to commercialization. Under a CRADA, CDC and ATSDR are also willing to agree to grant exclusive commercialization licenses in advance to collaborators. The CDC and ATSDR will attempt, however, to license their intramural inventions nonexclusively in cases where an invention reflects a relatively more advance stage in its commercial development, e.g. when a CDC and ATSDR investigator invents a patentable new therapeutic use for a known and FDA approved compound.

Federal laboratories are authorized to negotiate license agreements for Government-owned patent rights in intramural inventions pursuant to 35 U.S.C.
Section 207. Although Section 207 does not apply to intellectual property license agreements authorized by the FTTA for inventions made under a CRADA, CDC and ATSDR have adopted the following approach of Section 207 for all license agreements:

Each Federal Agency [may] ... grant nonexclusive, exclusive or partially exclusive licenses under federally owned patent applications, patents, or other forms of protection ... on such terms and conditions ... as determined appropriate in the public interest.

The CDC and ATSDR have determined it to be appropriate and in the public interest to grant nonexclusive research licenses and either exclusive or nonexclusive commercialization licenses to HHS owned intellectual property rights according to the plan discussed below.

10. GOVERNMENT INVENTION RIGHTS

For inventions developed wholly by CDC and ATSDR investigators or jointly with a collaborator under a CRADA, CDC and ATSDR are required by the FTTA at 15 U.S.C. Section 3710(a)(b)(2) to retain at least a nonexclusive, irrevocable, paid-up license to practice the invention or to have the invention practiced throughout the world by or on behalf of the U.S. Government. When granting exclusive or partially exclusive licenses to CDC and ATSDR intramural inventions, 35 U.S.C. Section 208, as implemented by 37 C.F.R. Section 404.7(2)(i), required the reservation of similar Government rights. The CDC and ATSDR will not assert an ownership right in inventions made solely by a collaborator under a CRADA, but will require the grant of a research license, as described below, to the Government for inventions made wholly by collaborator under a CRADA.

11. RESEARCH LICENSES

The CDC and ATSDR will reserve the right under any CRADA and intellectual property license to grant nonexclusive licenses to make and to use such property, for purposes of research involving the invention itself and not for purposes of commercial manufacture or in lieu of purchase as a commercial product for use in other research. The purpose of the research license is to facilitate basic academic research. The CDC and ATSDR intends to consult with any involved commercialization licensee(s) before granting research licenses to commercial entities. The grant of any research license hereunder does not permit CDC and ATSDR to grant any license to third parties to use the invention for any commercial purpose.

12. COMMERCIALIZATION LICENSES

The CDC and ATSDR are willing to consider requests for nonexclusive or exclusive commercialization licenses to intellectual property rights to inventions developed under a CRADA or in the course of intramural research pursuant to applicable statutes and regulations. Under a CRADA, CDC and ATSDR generally will grant a time-limited option to negotiate, in good faith, the terms of a license that fairly reflects the relative contributions of the parties, the risks incurred by the collaborator and the costs of subsequent research and development needed to bring the results of CRADA research to the marketplace. The CDC and ATSDR consider the drafting of a model invention license to serve as the starting point for license negotiations. It is contemplated further that such a model will reduce negotiations essentially to matters of execution fees, royalty rates, and minimum annual royalties. Royalty rates will be based on product sales and the rates conventionally granted in the field identified in the CRADA's research plan for inventions with reasonably similar commercial

potential. Royalty rates generally will not exceed a rate [***] for exclusive commercialization licenses. Contingent royalty schemes based on, e.g. patent issuance or nonissuance, and clauses treating the stacking of royalties or packaging of other inventions developed under the CRADA may be provided. Exclusive licensees will be expected to reimburse CDC and ATSDR for intellectual property related expenses and may be permitted to offset such reimbursement against future product royalties.

13. NONEXCLUSIVE COMMERCIALIZATION LICENSES

Unless a request for exclusive commercialization license is made under a CRADA or submitted for an intramural invention, CDC and ATSDR will attempt to license their inventions nonexclusively. Such nonexclusive licenses generally will follow the guidelines of 37 C.F.R. Part 404.

14. EXCLUSIVE COMMERCIALIZATION LICENSES

The CDC and ATSDR exclusive commercialization requires the submission by a prospective licensee of an acceptable development and commercialization plan as described by 35 U.S.C. Section 209(a) and subsequent, periodic reports on utilization of the invention as described by Section 209(f)(1). All such plans and reports will be treated in confidence and as privileged from disclosure under the Freedom of Information Act. Modification provisions as described by Section 209(f)(2-4) may apply. In appropriate cases, CDC and ATSDR may also reserve the right to grant separate exclusive commercialization licenses in various fields of use. The remaining provisions of 35 U.S.C. Section 200-212 will also apply to licenses to CDC and ATSDR intramural inventions.

The CDC and ATSDR also consider the following provisions for exclusive commercialization licenses to be necessary and appropriate in the public interest:

(i) the exclusive licensee must pledge its reasonable best efforts to commercialize a licensed invention and the development and commercialization plan mentioned above may serve as the measure of such efforts;

(ii) the CDC and ATSDR shall have the right, after notice and opportunity to cure, to terminate or render nonexclusive any license granted: (1) if the licensee is not reasonably engaged in research, development, clinical trials, manufacturing, marketing, sublicensing, or other activities reasonably necessary to the expeditious commercial dissemination of the licensed invention; or (2) when the licensee cannot reasonably satisfy unmet health and safety needs;

(iii) in order to maximize the commercialization of the licensed invention in other fields of use not utilized by the exclusive licensee through ongoing development, manufacturing, or sublicensing, CDC and ATSDR reserve the right to require the licensee to grant sublicenses to responsible applicants, on reasonable terms, in such other fields of use unless the licensee can reasonably demonstrate that such a sublicense would be contrary to sound and reasonable business practice and the granting of the sublicense would not materially increase the availability to the public of the licensed invention; and

(iv) exclusive licensees to HHS inventions, whether developed under a CRADA or through intramural research, must agree to not unreasonably deny requests for sublicense or cross license rights from future CRADA collaborators when the possibility of acquiring such derivative rights is necessary in order to permit a proposed cooperative research project with CDC and ATSDR to go forward, and the exclusive licensee has been given a reasonable opportunity to join as a party to the proposed CRADA. The grant of any sublicense or cross license rights hereunder does not grant future CRADA collaborators a license to use or CDC and ATSDR the right to grant to future CRADA collaborators a license to use any inventions of the instant CRADA for any commercial purpose.

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15. COMPLIANCE UNDER CRADAS WITH OTHER POLICIES

For research conducted pursuant to a CRADA, collaborators must agree to comply with PHS, CDC, and ATSDR policies and guidelines concerning, e.g. human subjects research, the use of research animals, recombinant DNA and other policy statements as may be promulgated from time to time.

16. PRICING

HHS has the responsibility for funding basic biomedical research, for funding medical treatment through programs such as medicare and medicaid, for providing direct medical care, and more generally, for protecting the health and safety of the public. Because of these responsibilities, and the public investment in the research that contributes to a product licensed under a CRADA, HHS has a concern that there be a reasonable relationship between the pricing of a licensed product, the public investment in the product, and the health and safety needs of the public.

17. WAIVERS

The CDC and ATSDR will consider requests to modify any of the foregoing policies in special cases where public health exigencies or commercial situations warrant such a modification. Modifications dealing with business terms such as royalties are not decided by the CDC and ATSDR investigators and should be discussed with the appropriate CDC and ATSDR technology management personnel.

18. SPECIAL CONSIDERATION AND PREFERENCE UNDER A CRADA

The CDC and ATSDR will give special consideration to entering into CRADAs with small business firms and consortia involving small business firms; and will give preference to business units located in the United States which agree to manufacture substantially in the United States products which embody inventions developed in the course of research under CRADAs.

CRADA #: CID-93-045-00

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CRADA CID-93-045-00

APPENDIX C

STAFFING AND MONETARY COMMITMENTS

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[DIAGRAM]

[DIAGRAM]

Figure 1

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LICENSE AGREEMENT

AGREEMENT, effective March 1, 1989, between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation ("Columbia") and PROGENICS PHARMACEUTICALS, INC., a Delaware corporation ("Progenics").

1. DEFINITIONS.

a. "Affiliate" shall mean any corporation, firm, partnership or other entity which directly or indirectly owns, is owned by or is under common ownership with a party to this Agreement to the extent of at least fifty percent of the equity (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with a party to this Agreement.

b. "Licensed Columbia Patents" shall mean:

(i) the following patent applications and patents relating to soluble T4-based peptides and fragments thereof, intermediates or methods of producing them, or methods of, or compositions

using, them which are owned solely by Columbia and on which Richard Axel, Paul Maddon, Dan Littman, Leonard Chess, Robin Weiss, or Steven McDougal, or any combination thereof, are named as inventor or co-inventor:

(A) the patent applications listed in Appendix A hereto, all divisions or continuations thereof, all patents issuing therefrom and all reissues of all such patents;

(B) all patents and patent applications, whether filed before or after the effective date of this Agreement, which claim priority under 35 U.S.C. Section 119 or the benefit of the filing date under 35 U.S.C. Section 120 of the patent applications and patents of subparagraph (A), but only to the extent of subject matter in such applications and patents for which priority or benefit is claimed.

(ii) any claim in any patent application pending as of the effective date of this Agreement or any patent issuing

therefrom relating to soluble T4-based peptides and fragments thereof, intermediates or methods of producing them, or methods of, or compositions using, them which is owned in part by Columbia and on which Richard Axel or Paul Maddon, or both, are named as inventor or co-inventor, and any claim in any patent application, or any patent issuing therefrom, whether filed before or after the effective date of this Agreement, which claims priority under 35 U.S.C. Section 119 or the benefit of the filing date under 35 U.S.C. Section 120 of any such patent application or patent, but only to the extent of subject matter in such application or patent for which priority or benefit is claimed, to the extent that such claim is:

(A) directed to a soluble T4-based peptide or fragment thereof which contains an amino acid sequence identical to the amino acid sequence 3-94, which is shown in Figure 6A of PCT International Publication No. W088/01304, published February 25, 1988 or an amino acid sequence

identical to that amino acid sequence, except that at position 3 lysine replaces asparagine, and/or at position 64 arginine replaces tryptophan; or

(B) broadly directed to methods of making the soluble T4-based peptide or fragment thereof of subparagraph (A) in transformed hosts, but not otherwise;

but excluding any claim directed to a soluble T4-based peptide which has an amino acid sequence which is identical to any of the following amino acid sequences which are shown in Figure 6A of PCT International Publication No. W088/01304: (i) the amino acid sequence 3-185; (ii) the amino acid sequence 3-185 fused to the amino acid sequence 353-371, or (iii) the amino acid sequence 3-106 fused to the amino acid sequence 353-371, or an amino acid sequence which is identical to any such amino acid sequence, except that at position 3 lysine replaces asparagine.

c. "Products" shall mean any product (i) the manufacture, use or sale of which would, but for the

license granted herein, infringe a claim of an existing Licensed Columbia Patent or (ii) that is described by a claim of a pending patent application within Licensed Columbia Patents.

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2. LICENSE GRANT.

a. Columbia grants to Progenics and its Affiliates, upon and subject to all the terms and conditions of this Agreement, a worldwide, coexclusive license under the Licensed Columbia Patents to manufacture, have manufactured, use and sell Products, provided, however, that Columbia shall grant no more than three other coexclusive licenses which shall not be granted more than 90 days after the effective date of this Agreement. Columbia will inform Progenics of the names of each coexclusive licensee.

b. Progenics may not grant any sublicenses under this Agreement.

c. All rights granted by Columbia to Progenics under this Agreement are subject to the requirements, to the extent applicable, of 35 U.S.C. Sections 200 ET SEQ. and implementing regulations. If Columbia is required to grant licenses, in addition to the three other coexclusive licenses provided for in Section 2(a), pursuant to the statutory and regulatory requirements referred to in this Section 2(c), or if the license granted to Progenics under this Agreement is otherwise modified or limited by the U.S. Government pursuant to such requirements, Columbia and Progenics shall negotiate in good faith a reduction of the license fees and royalties payable hereunder and such

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other amendments of this Agreement as may be appropriate under the circumstances.

3. LICENSE FEE AND ROYALTIES.

a. In consideration of the license granted under Section 2(a) of this Agreement, Progenics shall pay to Columbia:

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4. PATENT PROSECUTION. Progenics shall reimburse Columbia within thirty days of the effective date of this Agreement for a proportionate share of all expenses incurred to date and shall pay a proportionate share of all expenses incurred during the term of this Agreement, for filing, prosecuting and maintaining licensed columbia patents. Progenics, proportionate share shall be one fourth of such expenses if there are three other coexclusive licenses, one third of such expenses if there are two other coexclusive licensees, one half of such expenses if there is one other coexclusive licensee, and all of such expenses if there is no other coexclusive licensee of Licensed Columbia Patents. The preparation, filing, prosecution and maintenance of the Licensed Columbia Patents will be conducted by Columbia in Columbia's name, by counsel selected by Columbia in countries designated by Columbia. Columbia shall keep Progenics fully informed concerning Licensed Columbia Patents, and shall promptly provide to Progenics copies of all correspondence relating to Licensed Columbia Patents from the patent offices in those countries in which Licensed Columbia Patents are filed as well as copies of all responses thereto. So long as Progenics timely provides comments to Columbia concerning the preparation of responses to Office Actions, Columbia's counsel shall give due consideration to such comments.

5. REPORTS AND PAYMENTS.

a. On or before the last business day of February, May, August and November of each year of this Agreement, Progenics shall submit to Columbia a written report with respect to the preceding calendar quarter (the "Payment Report") stating:

(i) Net Sales made by Progenics and any Affiliate during such quarter for Products; and

(ii) A calculation under Section 3 of the amount due to Columbia.

b. Simultaneously with the submission of each Payment Report, Progenics shall make payment to Columbia of the amount due for the calendar quarter covered by the Payment Report.

c. Progenics shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records shall be open to inspection and copying at Columbia's expense, during usual business hours, by an independent certified public accountant to whom Progenics has no reasonable objection, for two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by Progenics under this Agreement.

d. Any tax paid or required to be withheld by Progenics on account of royalties payable to Columbia under

this License Agreement shall be deducted from the amount of royalties otherwise due. Progenics shall secure and send to Columbia proof of any such taxes withheld and paid by Progenics for the benefit of Columbia.

e. All royalties due under this Agreement shall be payable in U.S. dollars. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of Progenics to pay royalties on sales in that country shall be suspended until such remittances are possible. Columbia shall have the right, upon giving written notice to Progenics, to receive payment in that country in local currency.

f. Monetary conversions from the currency of a foreign country in which Products are sold into United States currency shall be made at the official exchange rate in force in that country for financial transactions on the last business day of the calendar quarter for which the royalties are being paid. If there is no such official exchange rate, the conversion shall be made at the rate for such remittances on that date as certified by Citibank, N.A., New York, New York, U.S.A.

6. USE FOR RESEARCH PURPOSES OF LICENSES GRANTED. Columbia reserves the right to use the Licensed Columbia Patents solely for academic research purposes and to permit other entities or individuals to use the same

solely for academic research purposes provided such other entities or individuals agree in writing to use the same for academic research purposes and not to provide the same to other entities or individuals

7. BEST EFFORTS.

a. Progenics shall use its reasonable best efforts to develop and market Products for commercial sale and distribution throughout the world. To such end, Progenics shall use its reasonable best efforts to achieve the following objectives within the following time periods measured from the effective date of this Agreement:

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b. Failure to achieve these objectives shall result in Columbia having the option to terminate the license granted hereunder, subject to Progenics' right to achieve the missed objective within 60 days of receipt of written notice of termination from Columbia. Columbia shall not unreasonably withhold its consent to any revision in the preceding schedule requested in writing by Progenics and supported by evidence of technical difficulties or delays in the clinical studies or regulatory process that

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could not have been reasonably avoided.

8. INFRINGEMENT OF LICENSED COLUMBIA PATENTS.

a. Columbia will protect the Licensed Columbia Patents from infringement and prosecute infringers at its own expense when in its sole judgment such action may be reasonably necessary, proper and justified.

b. Progenics shall notify Columbia if it becomes aware of any infringement of a claim of a Licensed Columbia Patent by a third party selling products in competition with Progenics or its Affiliates.

c In the event Columbia shall initiate or carry on legal proceedings to enforce any Licensed Columbia Patent against an alleged infringer, Progenics shall use its reasonable best efforts to fully cooperate with and shall supply all assistance reasonably requested by Columbia. Columbia shall have sole control of that proceeding and shall bear the reasonable expenses incurred by Progenics in providing such assistance and cooperation as is requested pursuant to this paragraph.

d. If Columbia does not initiate and use reasonable efforts to carry on such a legal proceeding or otherwise cause the infringement of claims of Licensed Columbia Patents to cease within one year of receipt of notice from Progenics of the infringement, Progenics shall be entitled thereafter to pay license fees and royalties due to Columbia into an interest-bearing, escrow account.

As soon as Columbia initiates and uses reasonable efforts to carry on such a legal proceeding or otherwise causes the infringement to cease, whichever is earlier, Progenics shall resume payments directly to Columbia if Progenics had previously paid license fees and royalties into such an escrow account and shall further pay to Columbia all monies, including interest, in such escrow account. If Columbia fails to initiate and carry on such a legal proceeding or to otherwise cause such infringement to cease, Progenics shall be entitled to recover from such escrow account all monies, including interest, which have been in such escrow account for more than two years and shall have no further obligation to Columbia with respect to such monies.

9. REPRESENTATIONS AND WARRANTIES. Columbia represents and warrants that, to the best of its knowledge, it has good title to the Licensed Columbia Patents and that it has the right to grant the license granted to Progenics hereunder and that it has taken all action necessary under the statute and regulations referred to in Section 2(c) above in order to vest in Columbia such title to the Licensed Columbia Patents and in order to grant such license. Nothing in this Agreement shall be construed as a warranty or representation by either party as to the validity of any Licensed Columbia Patent. Nothing in this agreement shall be construed as a warranty or

representation by either party that anything made, used, sold or otherwise disposed of under any license granted under this Agreement is or will be free from infringement of domestic or foreign patents of other parties. Nothing in this Agreement shall be construed as a license under any other patent or patent application owned in whole or in part by Columbia, including specifically U.S. Patent Number 4,399,216 related U.S. and foreign patents and patent applications under which a separate license is required.

10. PROHIBITION AGAINST USE OF NAME. Progenics will not use the name, insignia or symbols of Columbia, its faculties or departments, or any variation or combination thereof, or the name of any trustee, faculty member, other employee or student of Columbia for any purpose whatsoever without Columbia's prior written consent.

11. COMPLIANCE WITH GOVERNMENTAL OBLIGATIONS.

a. Notwithstanding any provisions in this Agreement, Columbia disclaims any obligations or liabilities arising under the license provisions of this Agreement if Progenics is charged in a governmental action for not complying with or fails to comply with governmental regulations in the course of taking effective steps to bring any Product to a point of practical application.

b. Progenics shall comply upon reasonable notice from Columbia with all lawful governmental requirements directed to either Columbia or Progenics and

provide all information and assistance necessary to comply with the governmental requirements.

c. Progenics shall conduct its research, development, and marketing activities under this Agreement in compliance with all government regulations in force and effect including, but not limited to, Federal, state and municipal legislation.

12. INDEMNITY AND INSURANCE.

a. Progenics will indemnify and hold Columbia and the Howard Hughes Medical Institute harmless against any and all actions, suits, claims, demands, prosecutions, liabilities, costs and expenses (including reasonable attorneys' fees) based on or arising out of the manufacture, packaging, use, or sale of Products by Progenics and its Affiliates, even if altered for use for a purpose not intended, or use of Licensed Columbia Patents by Progenics or its Affiliates, or its (or their) customers and any representation made or warranty given by Progenics or, its Affiliates, with respect to Products, provided Columbia or the Howard Hughes Medical Institute gives prompt written notice to Progenics of any claim against it for which indemnification is sought and promptly discloses to Progenics a true copy of any summons or other process, pleading or notice issued in any lawsuit or other proceeding to assert such claim and further provided that Progenics has the right to control

the investigation, trial and defense of such lawsuit or other proceeding (including all settlement negotiations) and any appeal arising therefrom and to retain attorneys of its choosing.

b. Progenics shall maintain, during the term of this Agreement, comprehensive general liability insurance, including product liability insurance, with reputable and financially secure insurance carriers and in a form reasonably acceptable to Columbia to cover the activities of Progenics and its Affiliates for minimum limits of [***] combined single limit for bodily injury and property damage per occurrence and in the aggregate. Such insurance shall include Columbia, its trustees, officers, and employees as additional insureds. Prior to any administration of a Product to a human being, Progenics shall furnish to Columbia a certificate of insurance evidencing such coverage. Progenics shall provide to Columbia thirty days prior written notice of any cancellation or material change in such insurance.

Progenics' insurance shall be primary coverage; any insurance Columbia may purchase shall be excess and noncontributory. Such insurance shall be written to cover claims made during or after the expiration of this Agreement.

Progenics shall have the option of self insuring for such coverage, on the condition that it provides

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Columbia, before any Product is administered to a human being, with an audited financial statement that evidences its ability to self insure for such amounts.

Progenics shall at all times comply with all statutory workers' compensation and employers' liability requirements covering its employees with respect to activities performed under this Agreement.

Progenics, no later than each anniversary of the effective date of this Agreement, shall provide to Columbia written assurance that Progenics is in compliance with its obligations under this Section 12. Such assurance shall be sent by certified mail (return receipt requested), postage prepaid to:

Columbia University
Risk Management Office
225 Broadway
New York, New York 10007

13. MARKING. Prior to the issuance of patents, Progenics will, as appropriate, mark Products made, sold, or otherwise disposed of by it under the license granted in this Agreement with the words "Patent Pending", and following the issuance of one or more patents, with the numbers of such patents.

14. BREACH AND CURE.

a. In addition to applicable legal standards, Progenics shall be considered to be in material

breach of this Agreement for (i) failure to pay fully and promptly amounts due pursuant to Section 3 and payable pursuant to Section 5, (ii) failure to pay patent prosecution expenses pursuant to Section 4, (iii) failure to comply with governmental requests directed to Columbia or Progenics pursuant to Section
11(b), or (iv) failure to maintain the required insurance pursuant to Section 12.

b. Either party shall have the right to cure its material breach. The cure shall be effected within a reasonable period of time but in no event later than sixty days after notice of breach given by the non-breaching party.

15. TERM OF AGREEMENT.

a. This Agreement and the royalty obligations incident thereto shall be effective as of the date first set forth above and shall continue in full force and effect until its expiration or termination in accordance with this Section 15.

b. Unless terminated earlier under any other provision of this Agreement, the Agreement shall expire upon the expiration, lapse or invalidation of the last Licensed Columbia Patent to expire, lapse or be invalidated. Following termination of this Agreement pursuant to this Section 15(b), Progenics shall have the right to manufacture, have manufactured, use and sell Products without further obligations to Columbia.

c. This Agreement may be terminated by Columbia (i) upon sixty days' written notice to Progenics if Columbia elects to terminate in accordance with
Section 7(b), (ii) upon thirty days' written notice to Progenics for Progenics's material breach of the Agreement and Progenics's failure to cure such material breach in accordance with Section 14(b), or (iii) should Progenics commit any act of bankruptcy, become insolvent, file a petition under any bankruptcy or insolvency act or have any such petition filed against it. Following termination of this Agreement pursuant to this Section 15(c), Progenics shall have the right to sell off existing inventory subject to the obligations of this Agreement.

d. Progenics may terminate this Agreement at any time upon 90 days prior written notice.

16. NOTICES. Any notice required or permitted to be given under this Agreement shall be sufficient if sent by certified mail (return receipt requested), postage prepaid,

if to Columbia, to:               Office of Science and
                                    Technology Development
                                  Columbia University
                                  411 Low Memorial Library
                                  New York, New York 10027


copy to:                          General Counsel
                                  Columbia University
                                  110 Low Memorial Library
                                  New York, New York 10027


                                        - 19 -

if to Progenics, to:              Mr. Terrence C. Burnham
                                  Progenics Pharmaceuticals, Inc.
                                  Old Saw Mill River Road
                                  Tarryton, New York 10591

copy to:                          Mackler, Cooper & Gibbs
                                  1120 Vermont Avenue, N.W.
                                  Suite 600
                                  Washington, D.C. 20005

or to such other address as a party may specify by notice hereunder.

17. ASSIGNMENT. This Agreement and the licenses herein granted shall be binding upon and inure to the benefit of the successors in interest of the respective parties. Neither this Agreement nor any interest hereunder shall be assignable by either party without the written consent of the other, provided, however, that commencing two years after the effective date of this Agreement, Progenics may assign this Agreement to any corporation with which it may merge or consolidate, or to which it may transfer all or substantially all of its assets to which this Agreement relates with Columbia's written consent, such consent not to be unreasonably withheld.

18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all previous writings and understandings. No terms or provisions of this Agreement shall be varied or modified by any prior or subsequent statement, conduct or act of either of the

parties. This Agreement may only be amended by a written instrument signed by Progenics and Columbia, specifically referring to and executed in the same manner as this Agreement, and no such amendment shall be entered into without the written consent of all other licensees under Licensed Columbia Patents, such consent not to be unreasonably withheld.

19. GOVERNING LAW. This Agreement shall be governed by New York law applicable to agreements made and to be performed in New York.

IN WITNESS THEREOF, Columbia and Progenics have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.

THE TRUSTEES OF COLUMBIA UNIVERSITY
IN THE CITY OF NEW YORK

By  /s/ Jack M. Granowitz
   --------------------------------------
   Director, Office of Science
    and Technology Development

PROGENICS PHARMACEUTICALS, INC.

By /s/ Gerard M. Housey
   --------------------------------------
   Gerard M. Housey, Ph.D.
   President

APPENDIX A

LICENSED COLUMBIA PATENTS

U.S. Serial no. 898,587, filed August 21, 1986

U.S. Serial no. 114,244, filed October 23, 1987

Australian Appln. No. 78792/87, filed April 13, 1988, based upon PCT International Appln. No. PCT/US87/02050, filed August 20, 1987.

Canadian Appln. No. 544,986, filed August 20, 1987

Danish Appln. No. 2172/88, filed April 21, 1988, based upon PCT International Appln. No. PCT/US87/02050, filed August 20, 1987.

European Appln. No. 87 905 848.5, filed April 21, 1988, based upon PCT International Appln. No. PCT/US87/02050, filed August 20, 1987.

Japanese Appln. No. 505271/87, filed April 21, 1988, based upon PCT International Appln. No. PCT/US87/02050, filed August 20, 1987.

[LETTERHEAD]

March 1, 1989

Director
Office of Science and
Technology Development
Columbia University
411 Low Memorial Library
New York, New York 10027

Dear Sir:

This concerns the above-identified License Agreement.

THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK ("Columbia") and PROGENICS PHARMACEUTICALS, INC. ("Progenics") agree to and understand that the above-identified License Agreement, now in force and executed on even date herewith, shall be interpreted consistently with the following:

1. Columbia shall not, pursuant to Section 7(b), terminate the license granted to Progenics under the March 1, 1989 License Agreement notwithstanding Progenics' failure to achieve the objectives specified in Section 7(a), within the corresponding time periods there specified, provided that:

(i) Progenics makes the corresponding licensee fee payments set forth in
Section 3(a)(i) no later than the last day of each such time period; and

(ii) Progenics, as of the date of each such payment, demonstrates that it has used, and is continuing to use, reasonable efforts to develop and market Products for commercial sale and distribution.

2. In the last sentence of Section 17 of the License Agreement, the phrase "such consent not to be unreasonably withheld" shall be interpreted to mean that Columbia shall not withhold its consent in the event that Progenics merges or consolidates with, or sells all or substantially all of its assets to, a major pharmaceutical company of recognized standing in the industry.

Sincerely,

Progenics Pharmaceuticals, Inc.

                                       By: /s/ Gerard M. Housey
                                          ------------------------------
                                           Gerard M. Housey
                                           President



Dated: March 1, 1989

The foregoing is in accordance with
Columbia's interpretation of the
License Agreement now in force, and
executed on even date herewith,
between Columbia and Progenics

THE TRUSTEES OF COLUMBIA UNIVERSITY
IN THE CITY OF NEW YORK

By: /s/ Jack M. Granowitz
   -----------------------------------
   Director, Office of Science and
   Technology Development

October 22, 1996

Paul A. Madden, M.D., Ph.D.
Chairman and CEO
Progenics Pharmaceuticals, Inc.
Old Saw Mill River Road
Tarrytown, New York 10591

Dear Paul:

Re: Columbia-Progenics CD4 license agreement

Columbia and Progenics have agreed to supersede the existing coexclusive license agreement between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK ("Columbia") and PROGENICS PHARMACEUTICALS, INC., ("Progenics") of March 1, 1989 as amended by the letter agreement of March 1, 1989 (hereinafter the, "Coexclusive Agreement) with a new exclusive license agreement (hereinafter the "Exclusive Agreement"). The Exclusive Agreement will include the terms in this letter agreement (hereinafter the, "Letter Agreement of October 22, 1996." Columbia and Progenics will work diligently and in good faith to draft, finalize and sign the Exclusive Agreement within 90 days of this Letter Agreement of October 22, 1996. This Letter Agreement of October 22, 1996 shall become binding and effective upon its execution by Columbia and Progenics, shall supersede the Coexclusive Agreement, and shall, until the execution of the Exclusive Agreement by Columbia and Progenics, govern the relationship of Columbia and Progenics as to the subject matter hereof.

1. Scope of Grant.

a. Subject to any residual rights of the third parties under previous agreements with Columbia to sell inventory that was made prior to termination of those agreements, Columbia grants to Progenics and its Affiliates, upon and subject to all the terms and conditions of this Letter Agreement of October 22, 1996, a world-wide, exclusive license, with the right to sublicense, under the Licensed Columbia Patents set forth in Exhibit C to manufacture, have manufactured, use and sell Products as defined herein. The patent rights relating to CD4 that are jointly owned by Columbia with SmithKline Beecham will be included in Licensed Columbia Patents to the extent of Columbia's right therein.

"Products" shall mean any product (i) the manufacture, use or sale of which would, but for the license granted herein, infringe a claim of an existing Licensed Columbia Patent, or (ii) that is described in a claim of a pending patent application within Licensed Columbia Patents, or (iii) that uses, or is derived from the use of, Licensed Technical Information.

"Licensed Technical Information" shall mean all information and materials (including any chemical

compound or substance, biological cell, or component thereof) owned by Columbia, solely or jointly with Progenics, and related to soluble T-4 based peptides which is not covered by Licensed Columbia Patents.

b. Columbia grants to Progenics a world-wide exclusive license, with the right to sublicense, for commercial purposes to the [***]. There exists no other license (except for any residual rights of the third parties under previous agreements with Columbia to sell inventory that was made prior to termination of those agreements) and Columbia will not grant licenses in the future for commercial development of the [***] though Columbia does not warrant that no commercial entity has received [***].

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4. Annual Research and Development Plans.

Progenics has provided Columbia with an annual Research and Development Plans for each Defined Product which is attached as Exhibit D. The research and development plans for each Defined Product shall contain at least the following:

a. Resources previously expended and to be expended during the next calendar year for each Defined Product.

b. Current status and progress expected to be made during the next calender year with regard to each Defined Product,

c. A list of patents and patent applications owned or controlled by Progenics with respect to each Defined Product,

d. A description of at least one specific product embodying each Defined Product that is under development by Progenics.

Beginning in 1997, Progenics shall provide an updated annual research and development plan for each Defined Product at least 90 days prior to the beginning of the next calender year.

If Progenics fails to timely provide, or diligently pursue, an annual research and development plan on a specific Defined Product, then that Defined Product shall cease to be a Defined Product. Columbia shall provide Progenics with 30 days notice when Columbia believes a product is no longer a Defined Product. If there is a dispute whether a product continues to be a Defined Product, then the parties shall meet and negotiate in good faith in an attempt to resolve the dispute.

5. A new schedule of payments by Progenics to Columbia shall be adopted as follows:

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g. In addition to the foregoing, Progenics will pay:

[***]

h. Failure to make the payments described in this Section 5 or Section 6 of this Letter Agreement of October 22, 1996 would entitle Columbia at its sole option do any of the following:

I. terminate the Exclusive Agreement in whole or in part, or

ii. convert one or more Defined Products to a non-exclusive license,

6. Patent Expenses and Infringement.

a. Progenics will reimburse Columbia for all reasonable patent expenses from December 21,

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1995 forward. Progenics will remain responsible for a pro rata share of patent expenses prior to that date depending on how many parties had coexclusive licenses. If Columbia so requests, Progenics will make such reimbursement directly to Columbia's patent counsel and Progenics will accept invoices directly from Columbia's patent counsel.

b. Columbia shall have the first right to sue infringers. In the event that Columbia shall not commence an action within 90 days of receipt from Progenics of evidence establishing a prima facie case of infringement, then Progenics shall have the right to commence an action against the infringer at Progenics' expense. In the event that Progenics finances the suit, then Progenics may credit litigation expenses against the running royalty owed to Columbia up to
[***] of the royalty with respect to the relevant product or Defined Product. In the event of an award or settlement, Progenics shall first reimburse itself for its expenses and Columbia on a pro rata basis for any amounts withheld from or paid by Columbia. Any excess shall be divided [***] to Progenics and [***] to Columbia, such reimbursement of Progenics and Columbia to be on a pro rata basis. Section 8(d) of the Coexclusive Agreement is hereby deleted.

7. Best Efforts.

Progenics shall have obligations identical to those in Section 7(ii),(iii) and (iv) of the Coexclusive Agreement except that the dates shall be revised to read as follows:

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8. Except as modified by this Letter Agreement of October 22, 1996, substantially all of the terms in the Coexclusive Agreement apply to, and are hereby incorporated into, this Letter Agreement of October 22, 1996.

If Progenics is in agreement with the above please execute both copies of this Letter Agreement of October 22, 1996, and return them to me. I shall have it executed here at Columbia and return one fully executed copy to you.

Sincerely yours,

/s/ SCOT G. HAMILTON

Scot G. Hamilton
Director, Health Sciences
Columbia Innovation Enterprise

Agreed to:

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PROGENICS PHARMACEUTICALS, INC.

By:  /s/ PAUL J. MADDON
   -----------------------------------
         Paul J. Maddon, M.D., Ph.D.
         Chairman and CEO

THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK

By:  /s/ JACK M. GRANOWITZ
   -----------------------------------
         Jack M. Granowitz
         Executive Director
         Columbia Innovation Enterprise

EXHIBIT A

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EXHIBIT B.

[***]

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EXHIBIT C

[***]

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EXHIBIT C

[***]

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EXHIBIT C

[***]

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EXHIBIT C

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EXHIBIT C

[***]

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CONFIDENTIAL EXHIBIT D
Progenics Pharmaceuticals, Inc.
9 October, 1996

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EXHIBIT D CONTINUED

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Exhibit 10.19

LICENSE AGREEMENT
NO. W 960625

ANTIGENIC COMPOSITIONS AND METHODS FOR USING SAME

PROGENICS PHARMACEUTICALS

AND

THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA

LICENSE AGREEMENT
No. W 960625
TABLE OF CONTENTS

RECITALS ...............................................................1

     1. DEFINITIONS ....................................................1
     2. GRANT ..........................................................2
     3. SUBLICENSES ....................................................3
     4. CONSIDERATION ..................................................3
     5. ROYALTIES ......................................................3
     6. DILIGENCE ......................................................4
     7. PATENT FILING, PROSECUTION AND MAINTENANCE .....................5
     8. PATENT INFRINGEMENT ............................................6
     9. PROGRESS AND ROYALTY REPORTS ...................................7
    10. BOOKS AND RECORDS ..............................................7
    11. LIFE OF THE AGREEMENT ..........................................7
    12. TERMINATION BY THE REGENTS .....................................8
    13. TERMINATION BY PROGENICS .......................................8
    14. DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION ......8
    15. PATENT MARKING .................................................9
    16. USE OF NAMES AND TRADEMARKS ....................................9
    17. LIMITED WARRANTY ...............................................9
    18. INDEMNIFICATION ...............................................10
    19. NOTICES .......................................................10
    20. ASSIGNABILITY .................................................11
    21. LATE PAYMENTS .................................................11
    22. WAIVER ........................................................11
    23. FAILURE TO PERFORM ............................................11
    24. GOVERNING LAWS ................................................11
    25. GOVERNMENT APPROVAL OR REGISTRATION ...........................12
    26. EXPORT CONTROL LAWS ...........................................12
    27. PREFERENCE FOR UNITED STATES INDUSTRY .........................12
    28. FORCE MAJEURE .................................................12
    29. ARBITRATION ...................................................12
    30. CONFIDENTIALITY ...............................................12
    31. MISCELLANEOUS .................................................13

LICENSE AGREEMENT
No. W 960625

This Agreement is made and is effective this 25th day of June 1996, (the "Effective Date") between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ("The Regents"), a California corporation having its corporate offices located at 300 Lakeside Drive, 22nd Floor, Oakland, California 94612-3550, acting through its offices located at Box 951525, 405 Hilgard Avenue, Los Angeles, California 90095-1525, and PROGENICS PHARMACEUTICALS, INC. ("Progenics"), a corporation having a principal place of business at Old Saw Mill River Road, Tarrytown, NY 10591.

RECITALS

WHEREAS, a certain invention (the "Invention"), generally characterized as "Antigenic Compositions and Methods for Using Same" (U.S. Case No. 92-078-01), was made in the course of research at the University of California, Los Angeles by Reiko Irie, Tadashi Tai, Donald L. Morton, James C. Paulson and Leslie Cahan, and is covered by Regents' Patent Rights as defined below;

WHEREAS, the Invention was developed with United States Government funds, and The Regents granted a royalty-free nonexclusive license to the United States Government on January 18, 1983, as required under 35 U.S.C. Section 201-212;

WHEREAS, Progenics is a "small business firm" as defined in 15 U.S.C.
Section 42; and

WHEREAS, The Regents wishes that Regents' Patent Rights be developed and utilized to the fullest extent so that the benefits can be enjoyed by the general public.

The parties agree as follows:

1. DEFINITIONS

1.1 "Regents' Patent Rights" means patent rights to any subject matter claimed in or covered by the patent entitled "Antigenic Compositions and Methods for Using Same", U.S. patent no. 4,557,931 (filed December 10, 1985), assigned to The Regents (UCLA Case No. LA92-078-01), including reissues and reexaminations.

1.2 "Licensed Product" means any article, composition, apparatus, substance, chemical, or any other material covered by Regents' Patent Rights or whose manufacture, use or sale would constitute an infringement of any claim within Regents' Patent Rights, or any service, article, composition, apparatus, chemical, substance, or any other material made, used, or sold by or utilizing or practicing a Licensed Method.

1.3 "Licensed Method" means any process or method which is covered by Regents' Patent Rights or whose use or practice would constitute an infringement of any claim within Regents' Patent Rights.

1.4 The "Licensed Field" shall mean all fields of use.

1.5 "Affiliate" means any corporation or other business entity in which Progenics owns or controls, directly or indirectly, at least 50% of the outstanding stock or other voting rights entitled to elect directors. In any country where the local law does not permit foreign equity participation of at least 50%, then "Affiliate" means any company in which Progenics owns or controls, directly or indirectly, the maximum percentage of outstanding stock or voting rights that is permitted by local law.

1.6 "First Commercial Sale" means the first sale of any Licensed Product by Progenics or any Affiliate or Sublicensee, following approval of its marketing by the appropriate governmental agency for the country in which the sale is to be made. When governmental approval is not required, "First Commercial Sale" means the first sale in that country.

1.7 [***]

1.8 "Sublicensee" means any third party sublicensed by Progenics to make, have made, use, sell, or have sold any Licensed Product or to practice any Licensed Method.

1.9 [***]

2. GRANT

2.1 The Regents hereby grants to Progenics an exclusive license (the "License") under Regents' Patent Rights, in jurisdictions where Regents' Patent Rights exist, to make, have made, use, sell, have sold and offer to sell Licensed Products and to practice Licensed Methods in the Licensed Field.

2.2 The License is subject to all the applicable provisions of any license to the United States Government executed by The Regents. The License is subject to any overriding obligations to the United States Federal Government under 35 U.S.C. Section 201-212.

2.3 The Regents expressly reserves the right to use Regents' Patent Rights and associated technology for educational, research and clinical purposes and for any other purpose that is not inconsistent with the rights granted to Progenics in this Agreement.

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3. SUBLICENSES

3.1 The Regents also grants to Progenics the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use, sell, and have sold Licensed Products and to practice Licensed Methods in any jurisdiction under which Progenics has exclusive rights under this Agreement. All Sublicenses will be subject to the rights of The Regents under this Agreement. Sublicenses will also be subject to the rights of the United States Federal Government under 35 U.S.C. Section 201-212.

3.2 Progenics must pay to The Regents [***]

3.3 Progenics must provide to The Regents a copy of each Sublicense within 30 days of execution, and a copy of all information submitted to Progenics by Sublicensee relevant to the computation of the payments due to The Regents under this Article 3.

3.4 If this Agreement is terminated for any reason, all outstanding Sublicenses will be assigned by Progenics to The Regents. The Sublicenses will remain in full force and effect with The Regents as the licensor or sublicensor instead of Progenics, but the duties of The Regents under the assigned Sublicenses will not be greater than the duties of The Regents under this Agreement, and the rights of The Regents under the assigned Sublicenses will not be less than the rights of The Regents under this Agreement, including all financial consideration and other rights of The Regents.

4. CONSIDERATION

4.1 In consideration for the License, Progenics will pay to The Regents
[***] within 30 days of the Effective Date. This fee is nonrefundable and is not an advance against royalties.

4.2 Progenics must pay to The Regents [***] beginning on the one-year anniversary date of the Effective Date of this Agreement and continuing annually on each anniversary date of the Effective Date. The maintenance fee will not be due and payable on any anniversary date of the Effective Date if on that date Progenics is commercially selling a Licensed Product and paying an earned royalty to The Regents on the sales of that Licensed Product. The license maintenance fees are non-refundable and are not an advance against royalties.

5. ROYALTIES

5.1 Progenics must pay to The Regents for sale of Licensed Product(s) sold by Progenics or its Affiliates an earned royalty of [***]

5.2 Paragraphs 1. 1, 1.2 and 1.3 define Regents' Patent Rights, Licensed Products and Licensed Methods so that royalties are payable on products covered by issued patents. Royalties accrue for the duration of this Agreement.

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5.3 Progenics must pay royalties owed to The Regents on a quarterly basis. Progenics must pay the royalties within two months of the end of the calendar quarter in which the royalties accrued.

5.4 All monies due The Regents must be paid in United States funds. When Licensed Products are sold for monies other than United States dollars, the royalties will first be determined in the foreign currency of the country in which those Licensed Products were sold and, second, converted into equivalent United States funds. Progenics must use the exchange rate established by the Bank of America in San Francisco, California on the last day of the calendar quarter.

5.5 Any tax for the account of The Regents required to be withheld by Progenics under the laws of any foreign country must be promptly paid by Progenics for and on behalf of The Regents to the appropriate governmental authority. Progenics will use its best efforts to furnish The Regents with proof of payment of any tax. Progenics is responsible for all bank transfer charges. All payments made by Progenics in fulfillment of The Regents' tax liability in any particular country will be credited against fees or royalties due The Regents for that country.

5.6 If legal restrictions in any country prevent the prompt remittance by Progenics of some or all royalties, then Progenics will have the right and option to make those payments by depositing them in local currency to The Regents' account in a bank or other depository in that country. If the royalties still cannot be returned to the United States after one year of good-faith efforts by The Regents to recover them, Progenics will be responsible for payment in the United States.

5.7 If any patent or any claim included in Regents' Patent Rights is held invalid or unenforceable in a final decision by a court of competent jurisdiction from which no appeal has or can be taken, all obligation to pay royalties based on that patent or claim or any claim patentably indistinct from it will cease as of the date of that final decision. Progenics will not, however, be relieved from paying any royalties that accrued before that decision or that are based on another patent or claim not involved in that decision.

5.8 If Progenics transfers Licensed Products for end-use to itself or an Affiliate or Sublicensee, that transfer is considered a sale at list price, and Progenics must pay a royalty in accordance with this Article 5 (Royalties). If Progenics sells a Licensed Product to an Affiliate or Sublicensee at a price lower than that customarily charged to an unrelated third party, the royalties paid to The Regents will be based on the Net Sales of Licensed Products by the Affiliate or Sublicensee to their customers.

6. DILIGENCE

6.1 Upon the execution of this Agreement, Progenics must diligently proceed with the development, manufacture and sale ("Commercialization") of Licensed Products and must earnestly and diligently endeavor to market them within a reasonable time after execution of this Agreement and in quantities sufficient to meet the market demands for them.

6.2 Progenics must endeavor to obtain all necessary governmental approval for the Commercialization of Licensed Products.

6.3 The Regents has the right and option to terminate this Agreement if Progenics fails to perform any of the terms in this Paragraph 6.3. This right, if exercised by The Regents, supersedes the rights granted in Article 2 (Grant).

[***]

6.4 To exercise its right under Paragraph 6.3 to terminate this Agreement, The Regents must give Progenics written notice of the deficiency. Progenics thereafter has 60 days to cure the deficiency or to request arbitration. If The Regents does not receive within the 60 days either a written request for arbitration or satisfactory tangible evidence that Progenics has cured the deficiency, then The Regents may, at its option, terminate this Agreement by giving written notice to Progenics.

6.5 Progenics has the sole discretion for making all decisions as to how to commercialize any Licensed Product.

7. PATENT FILING, PROSECUTION AND MAINTENANCE

7.1 The Regents will maintain the patents comprising Regents' Patent Rights. These patents will be held in the name of The Regents and will be maintained with counsel of The Regents' choice. The Regents must provide Progenics with copies of each patent request for terminal disclaimer, and request for reissue or reexamination of any patent under Regents' Patent Rights. The Regents will consider any comments or suggestions by Progenics. The Regents is entitled to take action to preserve rights and minimize costs whether or not Progenics has commented.

7.2 Progenics will bear all costs incurred during the term of this Agreement in the maintenance of patents in Regents' Patent Rights. Progenics will reimburse The Regents for the maintenance fees for the Patent and the reasonable attorney's fees for services in connection with the payment of the maintenance fees. Progenics must send payment to The Regents within 30 days of Progenics's receipt of an invoice.

7.3 Progenics' obligation to underwrite and to pay all United States patent costs will continue for as long as this Agreement remains in effect. Progenics may terminate its obligations with respect to any given patent upon three months written notice to The Regents. The Regents will use its best efforts to curtail patent costs chargeable to Progenics under this Agreement after this notice is received from Progenics. The Regents may continue prosecution or maintenance of these application(s) or patent(s) at its sole discretion and expense, and Progenics will have no further rights or licenses to them.

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7.4 The Regents will use its best efforts to not allow any Regents' Patent Rights for which Progenics is licensed and is underwriting the costs of to lapse or become abandoned without Progenics' authorization or reasonable notice. The Regents must notify Progenics 90 days prior to the proposed abandonment. Within 30 days after receipt of the notice, Progenics must, in writing, either (a) concur in the abandonment or (b) elect to assume responsibility for the prosecution and maintenance of all Patent Rights that The Regents proposes to abandon. Lack of written response to The Regents within 30 days will constitute concurrence.

8. PATENT INFRINGEMENT

8.1 In the event that Progenics learns of the substantial infringement of any patent in Regents' Patent Rights, Progenics will inform The Regents in writing and will provide The Regents with reasonable evidence of the infringement. During the period and in a jurisdiction where Progenics has exclusive rights under this Agreement, neither party will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent must not be unreasonably denied. Both parties will use their best efforts to cooperate to terminate the infringement without litigation.

8.2 Progenics may request that The Regents take legal action against the infringement of Regents' Patent Rights. This request must be in writing and must include reasonable evidence of the infringement and the damages to Progenics. If the infringing activity has not been abated within 90 days following the effective date of the request, The Regents has the right to (a) commence suit on its own account or
(b) refuse to participate in a suit. The Regents must give notice of its election in writing to Progenics by the end of the 100th day after receiving notice of the request from Progenics. Progenics may thereafter bring suit for patent infringement in its own name if and only if The Regents elected not to commence suit and if the infringement occurred during the period and in a jurisdiction where the third party had allegedIy infringed Progenics's exclusive rights under this Agreement. However, in the event Progenics elects to bring suit in accordance with this Paragraph 8.2, The Regents may thereafter join the suit at its own expense. Progenics has the right to join any litigation brought by The Regents at Progenics's cost and expense and with counsel of Progenics's choice.

8.3 Any legal action will be at the expense of the party that brings the suit and, with the exception of Paragraph 8.5, all recoveries will belong to that party. Legal action brought jointly by The Regents and Progenics and fully participated in by both, however, will be at the joint expense of the parties and all recoveries will be shared jointly by them in proportion to the share of expense paid by each party.

8.4 Each party must cooperate with the other in litigation proceedings instituted under this Article but at the expense of the party who brings the suit. The litigation will be controlled by the party bringing the suit, although The Regents may be represented by counsel of its choice if The Regents joins a suit brought by Progenics.

8.5 If Progenics undertakes the enforcement or defense of any Regents' Patent Rights by litigation, any recovery of damages by Progenics will be applied first toward Progenics's unreimbursed expenses and legal fees relating to the suit. Progenics will retain the balance of the recovery but will pay The Regents [***]

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9. PROGRESS AND ROYALTY REPORTS

9.1 Beginning January 31, 1997, Progenics must submit to The Regents semiannual progress reports covering Progenics's activities related to the development and testing of all Licensed Products and the obtaining of the governmental approvals necessary for marketing. These progress reports must be made for each Licensed Product until its First Commercial Sale.

9.2 The progress reports submitted under Paragraph 9.1 must include the following topics:

9.2(a) Summary of work completed.

9.2(b) Key scientific discoveries.

9.2(c) Summary of work in progress.

9.2(d) Current schedule of anticipated events or milestones.

9.2(e) Market plans for introduction of Licensed Products.

9.2(f) A summary of resources (dollar value) spent in the reporting period.

9.3. Progenics must notify The Regents if Progenics or any of its Sublicensees or Affiliates ceases to be a small entity (as defined by the United States Patent and Trademark Office) under the provisions of 35 U.S.C. Section 41(h).

9.4 Progenics must report the date of the First Commercial Sale in the royalty report immediately following that Sale.

9.5 After the First Commercial Sale of each Licensed Product, Progenics must make quarterly royalty reports to The Regents by February 28, May 31, August 31 and November 30 of each year (i.e., within two months from the end of each calendar quarter). Each royalty report must cover Progenics's most recently completed calendar quarter and must show:

9.5(a) Gross sales and Net Sales of any Licensed Product.

9.5(b) Number of each type of Licensed Product sold.

9.5(c) Royalties payable to The Regents.

9.6 Progenics must state in its royalty report if it had no sales of any Licensed Product.

10. BOOKS AND RECORDS

10.1 Progenics must keep accurate books and records of all Licensed Products manufactured, used or sold. Progenics must preserve these books and records for at least five years from the date of the royalty payment to which they pertain.

10.2 The Regents' representatives or agents are entitled to inspect these books and records at reasonable times. The Regents will pay the fees and expenses of these inspections. If an error favoring Progenics of more than 5% of the total annual royalties is discovered, then Progenics will pay the fees and expenses of these inspections.

11. LIFE OF THE AGREEMENT

11.1 Unless otherwise terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement, this Agreement is in force from the Effective Date recited on page one and remains in effect for the life of the last-to-expire patent in Regents' Patent Rights.

11.2 Upon termination of this Agreement, Progenics will have no further right to make, have made, use or sell any Licensed Product except as provided in Article 14 (Disposition of Licensed Products on Hand Upon Termination).

11.3 Any expiration or termination of this Agreement will not affect the rights and obligations set forth in the following Articles:

Article 10 Books and Records.
Article 14 Disposition of Licensed Products on Hand upon Termination.

Article 16 Use of Names and Trademarks.
Article 18 Indemnification.
Article 23 Failure to Perform.

12. TERMINATION BY THE REGENTS

12.1 If Progenics violates or fails to perform any material term or covenant of this Agreement, then The Regents may give written notice of the default ("Notice of Default") to Progenics. If Progenics does not repair the default within 90 days after the effective date of the Notice of Default, then The Regents has the right to terminate this Agreement and the License by a second written notice ("Notice of Termination") to Progenics. If The Regents sends a Notice of Termination to Progenics, then this Agreement automatically terminates on the effective date of this notice. Termination does not relieve Progenics of its obligation to pay any royalty or fees owing at the time of termination and does not impair any accrued right of The Regents.

12.2 The provisions of Article 6 (Diligence), and not Paragraph 12.1, will apply to termination for lack of diligence.

13. TERMINATION BY LICENSEE

13.1 Progenics has the right at any time to terminate this Agreement in whole or with respect to any portion of Regents' Patent Rights by giving written notice to The Regents. This notice of termination will be subject to Article 19 (Notices) and will be effective 90 days after the effective date of the notice.

13.2 Any termination in accordance with Paragraph 13.1 does not relieve Progenics of any obligation or liability accrued prior to termination. Nor does termination rescind anything done by Progenics or any payments made to The Regents prior to the effective date of termination. Termination does not affect in any manner any rights of The Regents arising under this Agreement prior to termination.

14. DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION

14.1 Upon termination of this Agreement, Progenics will have the right to dispose of all previously made or partially made Licensed Products, but no more, within a period of six months. But Progenics must submit royalty reports on the sale of these Licensed Products and must pay royalties at the rate and at the time provided in this Agreement.

15. PATENT MARKING

15.1 Progenics and their Sublicensees must mark all Licensed Products made, used or sold under the terms of this Agreement, or their containers, in accordance with the applicable patent marking laws.

16. USE OF NAMES AND TRADEMARKS

16.1 Neither party is permitted to use any name, trade name, trademark or other designation of the other party or its employees (including contraction, abbreviation or simulation of any of the foregoing) in advertising, publicity or other promotional activity. Unless required by law, Progenics is expressly prohibited from using the name "The Regents of the University of California" or the name of any campus of the University of California.

17. LIMITED WARRANTY

17.1 The Regents warrants that it has the lawful right to grant this license to Progenics.

17.2 This License and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT ANY LICENSED PRODUCT OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.

17.3 IN NO EVENT WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS OR THE USE OR THE PRACTICE OF LICENSED METHODS.

17.4 Nothing in this Agreement will be construed as:

17.4(a) A warranty or representation by The Regents as to the validity or scope of any Regents' Patent Rights.

17.4(b) A warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties.

17.4(c) An obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 8 (Patent Infringement).

17.4(d) Conferring by implication, estoppel or otherwise any license or rights under any patents of The Regents other than Regents' Patent Rights as defined herein, regardless of whether such patents are dominant or subordinate to Regents' Patent Rights.

17.4(e) An obligation to furnish any know-how not provided in Regents' Patent Rights.

18. INDEMNIFICATION

18.1 Progenics must indemnify, hold harmless and defend The Regents, its officers, employees, and agents, the inventors of the patents and patent applications in Regents' Patent Rights and their respective employers from and against any and all liability, claims, suits, losses, damages, costs, fees and expenses resulting from or arising out of exercise of this License.

18.2 Progenics, at its sole cost and expense, must insure its activities in connection with the work under this Agreement and obtain, keep in force and maintain Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows:

18.2(a) Each occurrence                                   [***]
18.2(b) Products/completed operations aggregate           [***]
18.2(c) Personal and advertising injury                   [***]
18.2(d) General aggregate (commercial form only)          [***]

18.3 Progenics expressly understands, however, that the coverages and limits in Paragraph 18.2 do not in any way limit the Progenics's liability. Progenics must furnish The Regents with certificates of insurance evidencing compliance with all requirements. Progenics is not required to insure its activities pertaining to the products' liability risks until it begins to use Licensed Products in human subjects. Progenics's insurance must:

18.3(a) Provide for 30-day advance written notice to The Regents of any modification.

18.3(b) Indicate that The Regents of the University of California is endorsed as an Insured under the coverages listed in Paragraph 18.2.

18.3(c) Include a provision that the coverages will be primary and will not participate with nor will be excess over any valid and collective insurance or program of self-insurance carried or maintained by The Regents.

19. NOTICES

19.1 Any notice or payment required to be given to either party must be sent to the respective address given below and is effective: (a) on the date of delivery if delivered in person, (b) five days after mailing if mailed by first-class certified mail, postage paid, or
(c) on the next business day if sent by overnight delivery. Either party may change its designated address by written notice.

For Licensee:           PROGENICS PHARMACEUTICALS. INC.
                        777 Old Saw Mill River Road
                        Tarrytown, NY 10591
                        (914) 789-2800

[***] Confidential Treatment Requested

                        Attention: Joel Sendek

For The Regents:        The Regents of the University of California
                        Business Research Partnerships
                        Box 951525, 1106 Ueberroth Building
                        University of California, Los Angeles
                        Los Angeles, California 90095-1525


                        Attention: Fredrica S. Reiter

                        VIA OVERNIGHT DELIVERY:
                        The Regents of the University of California
                        Business Research Partnerships
                        Box 951525, 1106 Ueberroth Building
                        University of California, Los Angeles
                        Los Angeles, California 90095-1525


                        Attention: Fredrica S. Reiter

20. ASSIGNABILITY

20.1 This Agreement is binding upon and inures to the benefit of The Regents, its successors and assigns. But it is personal to Progenics and assignable by Progenics only with the written consent of The Regents, which consent may not be unreasonably withheld. The consent of The Regents will not be required if the assignment is in conjunction with the transfer of all or substantially all of the business of Progenics to which this license relates.

21. LATE PAYMENTS

21.1 For each royalty payment or fee not received by The Regents when due, Progenics must pay to The Regents a simple interest charge of [***] per annum to be calculated from the date payment was due until it was actually received by The Regents.

22. WAIVER

22.1 The waiver of any breach of any term of this Agreement does not waive any other breach of that or any other term.

23. FAILURE TO PERFORM

23.1 If either party takes legal action against the other because of a failure of performance due under this Agreement, then the prevailing party is entitled to reasonable attorney's fees in addition to costs and necessary disbursements.

24. GOVERNING LAWS

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24.1 THIS AGREEMENT IS TO BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, but the scope and validity of any patent or patent application will be governed by the applicable laws of the country of the patent or patent application.

25. GOVERNMENT APPROVAL OR REGISTRATION

25.1 If this Agreement or any associated transaction is required by the law of any nation to be either approved or registered with any governmental agency, Progenics will assume all legal obligations to do so. Progenics will notify The Regents if it becomes aware that this Agreement is subject to a United States or foreign government reporting or approval requirement. Progenics will make all necessary filings and pay all costs including fees, penalties, and all other out-of-pocket costs associated with such reporting or approval process.

26. EXPORT CONTROL LAWS

26.1 Progenics must observe all applicable United States and foreign laws with respect to the transfer of Licensed Products and related technical data to foreign countries, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.

27. PREFERENCE FOR UNITED STATES INDUSTRY

27.1 Because this Agreement grants an exclusive right to a particular use of the Invention, Progenics must manufacture in the United States any products embodying this Invention or produced through the Invention's use to the extent required by 35 U.S.C. Section 201-212.

28. FORCE MAJEURE

28.1 The parties will be excused from any performance required under this Agreement if performance is impossible or unfeasible due to any catastrophe or other major event beyond their reasonable control, including war, riot, or insurrection; laws, proclamations, edicts, ordinances or regulations; strikes, lockouts or other serious labor disputes; and floods, fires, explosions, or other natural disasters. When such events abate, the parties' respective obligations will resume.

29. ARBITRATION

29.1 At the request of either party, any controversy or claim arising out of or relating to the diligence provisions of this Agreement (Article 6) will be settled by arbitration conducted in Los Angeles, California in accordance with the then current Licensing Agreement Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the Arbitrator(s) will be binding on the parties and may be entered by either party in the court or forum, state or federal, having jurisdiction.

30. CONFIDENTIALITY

30.1 If either party discloses confidential information to the other party, the disclosing party will designate this information as confidential by appropriate legend or instruction, and the receiving party will:

30.1(a) Use the same degree of care to maintain the secrecy of the confidential information as it uses to maintain the secrecy of its own information of like kind.

30.1(b) Use the confidential information only to accomplish the purposes of this Agreement.

30.2 Neither party will disclose confidential information received from the other party except to its employees, customers, distributors and other agents who are bound to it by similar obligations of confidence and only as required to accomplish the purposes of this Agreement.

30.3 Neither party will have any confidentiality obligation with respect to the confidential information belonging to or disclosed by the other party that:

30.3(a) The receiving party can demonstrate by written records was previously known to it.

30.3(b) The receiving party lawfully obtained from sources under no obligation of confidentiality.

30.3(c) Is or becomes publicly available other than through an act or omission of the receiving party or any of its employees.

30.3(d) Is required to be disclosed under the California Public Records Act or other requirement of law.

30.4 The provisions of this Article 30 will continue in effect for five years after expiration or termination of this Agreement.

31. MISCELLANEOUS

31.1 The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

31.2 This Agreement is not binding upon the parties until it has been signed below on behalf of each party, in which event it becomes effective as of the date recited on page one.

31.3 No amendment or modification of this Agreement will be valid or binding upon the parties unless made in writing and signed by each party.

31.4 This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

31.5 If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.

Both The Regents and Progenics have executed this Agreement in duplicate originals by their authorized offficers on the dates written below:

PROGENICS PHARMACEUTICALS, INC.                   THE REGENTS OF THE UNIVERSITY
                                                  OF CALIFORNIA


By /s/ PAUL J. MADDON                             By /s/ FREDRICA S. REITER
- ---------------------                             -------------------------
    Signature                                            Signature

Name  Paul J. Maddon, M.D., Ph.D.                  Name   Fredrica S. Reiter
      --------------------------

Title Chairman and CEO                            Title   Licensing Associate
      ----------------

Date  September 10, 1996                          Date    9-6-96
      ------------------

THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA

By /s/ EMILY E. WALDRON
   --------------------
         Signature

                                       Name     Emily E. Waldron

                                       Title    Licensing Associate

                                       Date     9-6-96



Approval as to legal form: /s/ HOWARD B. SCHECKMAN          9/9/96
                           -----------------------          -------
                               Howard B. Scheckman          Date
                               Assistant Resident Counsel
                               Office of Technology Transfer
                               University of California

Exhibit 10.20

SUPPLY AGREEMENT

This supply agreement is entered into as of July 1, 1996 (the "Effective Date") between PerImmune, Inc. ("PerImmune") and Progenics Pharmaceuticals, Inc. (each singularly a "Party" and collectively the "Parties") with reference to the following:

RECITALS

WHEREAS, PerImmune, Inc. manufactures purified keyhole limpet hemocyanin ("KLH"); and

WHEREAS, Progenics Pharmaceuticals, Inc. is performing research and development in the field of vaccines for human cancers and is interested in purchasing KLH from PerImmune, Inc. for use as a carrier protein for such vaccines;

THEREFORE, the parties agree as follows:

1. DEFINITIONS. The following terms shall have the following meanings for purposes of this Agreement:

1.1 "AFFILIATE" means any corporation, firm, partnership or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by, or is under common ownership with a party to this Agreement to the extent of at least fifty percent (50%) of the equity (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) having the power to vote on or direct the affairs of the entity and any person, firm, partnership, corporation or other entity actually controlled by, controlling, or under common control with a party to this Agreement. For example, Akzo, N.Y. is an Affiliate of PerImmune pursuant to this definition.

1.2 "AGREEMENT" means this Supply Agreement, including any exhibits, schedules or other attachments thereto, as any of the foregoing may be validly amended and agreed to in writing by the Parties from time to time.

1.3 "COMMERCIAL INTRODUCTION" means the date of first commercial sale (other than for purposes of obtaining regulatory approval) of a Ganglioside Vaccine by Progenies Pharmaceuticals, Inc.

1.4 "EFFECTIVE DATE" is defined in the introductory paragraph.

1.5 "FULLY BURDENED MANUFACTURING COST" means the actual cost of Manufacture by PerImmune of KLH under a Manufacturing Process in compliance with

cGMPs, which actual cost shall be comprised of the cost of goods produced as determined in accordance with United States generally accepted accounting principles, [***]

1.6 "cGLPs" means the current Good Laboratory Practices for Finished Pharmaceuticals pursuant to 21 C.F.R. 58 et sea., as amended from time to time.

1.7 "cGMPs" means the current Good Manufacturing Practices for Finished Pharmaceuticals pursuant to 21 C.F.R. 210 et seci., as amended from time to time.

1.8 "KLH" means keyhole limpet hemocyanin.

1.9 "KLH REQUIREMENTS" means the amount of KLH in bulk which Progenics Pharmaceuticals, Inc. may require for all research and development, pre-clinical and human clinical testing of Ganglioside Vaccines and, after Commercial Introduction, production of Ganglioside Vaccines for commercial sales.

1.10 "KNOW-HOW" means materials, data, results, formulae, designs, specifications, methods, processes, improvements, techniques, ideas, discoveries, technical information, process information, clinical information and any other information, whether or not any of the foregoing is patentable, which is confidential (in accordance with Section 5 hereof and proprietary to PerImmune now or hereafter during the Term of this Agreement, to the extent that any of the foregoing relates to the development, manufacture, use or sale of KLH in connection with the development, manufacture, use or sale of any Gangiloside Vaccine, provided however, that the term "Know-how" shall not include any of the foregoing that is subject to proprietary rights of third parties.

1.11 "GANGLIOSIDE VACCINE" means any vaccine or vaccines comprising purified gangliosides (whether alone or in combination) conjugated to KLH for the prevention or treatment of human cancers. A ganglioside is a neuraminic acid containing glycolipids.

1.12 "MANUFACTURE" OR "MANUFACTURING PROCESS" means the aseptic-storage, handling, production, processing and packaging of KLH in accordance with this Agreement.

1.13 ."MANUFACTURING YEAR" means each calendar year commencing on or after January 1, 1995.

1.14 "PARTY" and "PARTIES" are defined in the introductory paragraph.

1.15 "PERIMMUNE" means PERIMMUNE, INC., (formerly Organon Teknika Corporation Biotechnology Research Institute) , a Delaware corporation, its Affiliates and its successors and permitted assigns.

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1.16 "SPECIFICATIONS" is defined in Exhibit A

1.17 "TERM" is defined in Section 4.1.

1.18 "PROGENICS" means Progenics Pharmaceuticals, Inc., a Delaware corporation, its Affiliates and its permitted successors and assigns.

2. MANUFACTURE AND SUPPLY.

2.1 GENERAL. [***] PerImmune hereby agrees, at its sole expense, to commit all reasonably necessary facilities, appropriately trained personnel, machinery, equipment, utilities and other PerImmune resources required to satisfy its obligations under this Agreement.

PerImmune hereby agrees, at its sole expense, to commit all reasonably necessary facilities, appropriately trained personnel, machinery, equipment, utilities and other PerImmune resources required to satisfy its obligations under this Agreement.

2.2 PERIMMUNE TRANSFER PRICE OF KLH.

[***]
In addition, in order to verify the production cost of KLH, Progenics will have the right to pay for an independent certified public accountant, ("CPA") to inspect the records of PerImmune once per year during regular business hours, provided that such accountant has entered into a confidentiality agreement with PerImmune which is satisfactory to PerImmune. The CPA shall then compile a report which states only PerImmune's Fully Burdened manufacturing Cost for KLH which may be used by the Parties for negotiating the transfer price.

In addition, in order to verify the production cost of KLH, Progenics will have the right to pay for an independent certified public accountant, ("CPA") to inspect the records of PerImmune once per year during regular business hours, provided that such accountant has entered into a confidentiality agreement with PerImmune which is satisfactory to PerImmune. The CPA shall then compile a report which states only PerImmune's Fully Burdened Manufacturing Cost for KLH which may be used by the Parties for negotiating the transfer price.

2.3 PERlMMUNE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. PerImmune hereby represents and warrants to Progenics as follows:

(a) PRE-CLINICAL STUDY AND HUMAN CLINICAL TRIAL USE, PerImmune shall Manufacture all KLH Requirements for use in any vaccine used in connection with any pre-clinical study or human clinical trial of any Ganglioside Vaccine (i) strictly in compliance with (A) this Agreement, (B) all Specifications, and (C) all applicable laws

[***] Confidential Treatment Requested

and regulations, including but not limited to cGMPs to the extent applicable, and (ii) in a PerImmune facility holding all applicable licenses in the jurisdiction of Manufacture.

(b) COMMERCIAL USE. PerImmune shall Manufacture all KLH Requirements for use in the commercialization of any Ganglioside Vaccine (i) strictly in compliance with (A) this Agreement, (B) all Specifications, and (C) all applicable laws and regulations, including but not limited to cGMPs to the extent applicable, and (ii) in a PerImmune facility holding all applicable licenses in the jurisdiction of Manufacture.

(c) CERTIFICATE OF ANALYSIS: NON-COMPLYING KLH. Before, during and after Manufacture of KLH Requirements, PerImmune shall obtain samples, monitor the Manufacturing Process and the environment of such Manufacture, and keep such technical books and records of all of the foregoing as are required under the Specifications and Procedures and all applicable laws and regulations, including but not limited to cGLPs or cGMPs (as appropriate and applicable). PerImmune shall test each lot of KLH requirements Manufactured for Progenics or as required under the Specifications. Together with each such lot of KLH Requirements, PerImmune shall provide a written certificate of analysis which shall set forth the results of such testing by PerImmune and PerImmune's quality control approval of such lot of KLH Requirements. PerImmune's obligations under this section 2.3(c) shall be performed at PerImmune's sole expense. Progenics shall be entitled to test any such KLH Requirements in accordance with the Specifications, at Progenics' sole expense. Without limiting any of Progenics' other rights or remedies under this Agreement with respect to any KLH Requirements supplied hereunder that do not comply with applicable representations and warranties under this Section 2.3, and provided PerImmune reasonably confirms Progenics' test results, the Parties agree that; (i) Progenics shall not be obligated to pay PerImmune the transfer price applicable to such non-complying KLH Requirements; (ii) if Progenics has already paid for such non-complying KLH Requirements, Progenics shall be entitled to a credit against future purchases for the amount paid to PerImmune therefor; (iii) PerImmune shall, on a priority basis, Manufacture and supply to Progenics, as applicable, replacement KLH Requirements in full compliance with this Section 2.3; and (iv) PerImmune shall bear the full cost of returning or destroying the non-complying KLH Requirements.

2.4 Procedures for Estimating, Ordering and Supplying - KLH REQUIREMENTS.

Subject to the other terms of this Agreement:

(a) ANNUAL DEMAND FORECAST FOR EACH MANUFACTURING YEAR. During the Term, commencing on July 1 , 1996 and on an on-going quarterly basis as described below, Progenics will provide PerImmune with a written rolling annual demand forecast of KLH Requirements for each manufacturing Year which shall be binding as to the first quarter and non-binding as to the remaining three (3) quarters. Thereafter, Progenics shall provide an updated annual demand forecast on a quarterly

basis no later than ninety (90) days in advance of the commencement of the first (and binding) quarter covered by such annual demand forecast. The Parties also agree that the variance, if any, between the binding forecast of a given quarter and the last nonbinding forecast for such quarter shall be between [***] and [***] meaning that Progenics' binding forecast for such quarter must be at least
[***] but not more than [***] of such last non-binding forecasted amount for such quarter.

(b) PURCHASE ORDERS. Progenics shall place a firm purchase order or purchase orders with PerImmune setting forth (i) the quantities of KLH Requirements to be Manufactured and supplied hereunder, (ii) the schedule for receipt from PerImmune of such batch(es) of KLH Requirements, and (iii) instructions for shipping and packaging. Each such firm purchase order shall be submitted no later than thirty (30) days in advance of the first scheduled date of receipt thereof. Subject to the other terms of this Agreement, Progenics shall be obligated to place firm purchase orders with PerImmune for, and PerImmune hereby commits to Manufacture and supply hereunder pursuant to such firm purchase orders, [***] of the amount of KLH Requirements in the then-binding quarter of each annual demand forecast under Section 2.4(b); provided, however, that: (A) the Parties may mutually agree in writing to amend any such firm purchase order; (B) PerImmune in its discretion may agree to Manufacture and supply hereunder additional amounts of KLH Requirements in excess of the then-binding amount, provided that Progenics places firm purchase order(s) for such excess KLH Requirements on a timely basis; and (C) PerImmune agrees to provide Progenics with as much advance written notice as possible (and in any case at least thirty (30) days' written advance notice) if PerImmune determines that any scheduled delivery of KLH Requirements pursuant to any purchase order will be delayed by more than fifteen (15) days for any reason of which PerImmune becomes aware.

2.5 PRIORITY.

a) PRIORITY AMONG CUSTOMERS. PerImmune hereby agrees and acknowledges that, in the event that PerImmune is unable to satisfy in full its obligations under this Agreement to Manufacture and supply
[***] of KLH Requirements as well as PerImmune's obligations to third parties with respect to Manufacture and supply of KLH, PerImmune shall use reasonable efforts to satisfy its obligations under this Agreement and, in the event of any shortage of KLH available to meet all such obligations, PerImmune shall allocate proportionately all available KLH among Progenics and such third parties with highest priority for the Manufacture and supply of KLH for purposes of outstanding firm purchase orders for comparable delivery time frames. In such event PerImmune, shall be permitted to invoice, and Progenics agrees to pay, the additional expenses of PerImmune for such efforts.

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(b) INABILITY TO SUPPLY. In the event that PerImmune is unable to supply
[***] of Progenics' purchase orders for two consecutive quarters, then PerImmune agrees to provide Progenics the right and license to use the relevant Know-how to manufacture or have manufactured KLH for use in producing Ganglioside Vaccine, and to fully cooperate with regulatory authorities to qualify Progenics and/or its designee as a manufacturer of KLH. In such event, at Progenics' request, PerImmune shall promptly disclose to Progenics all Know-how and information reasonably necessary to manufacture KLH and the parties shall mutually agree upon a reasonable schedule for gradually reducing the amount of KLH purchased by Progenics from PerImmune, until such time PerImmune is able to reasonably demonstrate the ability to supply Progenics with its requirements.

(c) ASSURANCE OF SUPPLY. Progenics and PerImmune will cooperate to anticipate Progenics' long-term requirements for KLH Requirements supply, and PerImmune will take reasonable measures to assure that Progenics' and its Partners' KLH Requirements can be met, which measures may include the maintenance of adequate safety stocks of KLH.

2.6. REGULATORY APPROVAL OF MANUFACTURING. PerImmune shall be solely responsible, at its sole cost and expense, for obtaining all necessary regulatory approvals particular to KLH for Manufacture and supply of KLH Requirements. Progenics shall advise PerImmune of any new Specifications required by the United States Food and Drug Administration or the Federal Food, Drug and Cosmetic Act (or the equivalent regulatory authority or law In other countries) with respect to any Ganglioside Vaccine. PerImmune shall not modify in any manner any Specifications without Progenics prior written consent (which consent shall not be unreasonably withheld).

2.7 REGULATORY FILINGS. Without limiting the generality of the foregoing, for purposes of supporting all preclinical studies and human clinical trials and all regulatory filings, applications and approvals on the part of Progenics with respect to any Ganglioside Vaccine, PerImmune hereby agrees that on an on-going basis during the Term: (1) PerImmune shall permit Progenics to reference PerImmune's drug master file and/or Investigational New Drug Applications (IND's) for KLH with the United States Food and Drug Administration; (ii) to the extent not subject to the proprietary rights of third parties, PerImmune shall provide Progenics with all pre-clinical and clinical data, results and other relevant information with respect to KLH (including but not limited to information regarding the toxicity, safety and stability of KLH) that is (A) submitted by PerImmune in connection with any Investigational New Drug application or other regulatory filing with respect to KLH from time to time during the Term or (B) otherwise in PerImmune's possession from time to time during the Term; and (iii) a PerImmune representative, at Progenics' request, shall attend periodic meetings to discuss the progress of clinical trials of any Ganglioside Vaccines. Progenics will reimburse

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PerImmune for the foregoing assistance only (i) for its reasonable out-of pocket expenses, including but not limited to travel, and (ii) PerImmune's fully burdened costs of performing technical studies or engaging outside services subject to the prior approval of Progenics.

a) ADVERSE EVENTS REPORTING. On an on-going basis during the Term and for at least ten (10) years after the expiration or termination of this Agreement, each Party agrees to provide the other Party with any written information in its possession which indicates adverse effects in humans associated with KLH or any products using KLH.

2.8 PERIMMUNE RECORDKEEPING AND INSPECTION.

(a) TECHNICAL RECORDS. With respect to any Manufacture and supply of KLH Requirements, PerImmune shall, at its expense, keep properly completed technical books and records, test data and reports as required under the Specifications and all applicable laws and regulations, including but not limited to cGLPs or cGMPs (as appropriate), and in any case shall maintain such technical Information for at least two (2) years from the expiration date of the relevant Ganglioside Vaccine or longer if required under applicable laws and regulations (including but not limited to cGLPs and cGMPs, as applicable). During regular business hours and upon reasonable advance written request, PerImmune shall make any such technical information available to Progenics for inspection.

(b) FINANCIAL RECORDS. During the Term, PerImmune shall keep for at least three (3) years records of its Fully Burdened Manufacturing Costs, and the calculations thereof in sufficient detail to permit Progenics designee, reasonably acceptable to PerImmune, to confirm the accuracy thereof. At the request of Progenics, and not more frequently than once per year, upon at least five (5) business days' prior written notice, and at the expense of Progenics (except as otherwise provided below), PerImmune shall permit a nationally recognized, independent, certified public accountant selected by Progenics and acceptable to PerImmune to inspect (during regular business hours) any such PerImmune records for the then-preceding three (3) years solely to the extent necessary to verify such costs, margins and calculations, provided that such accountant in advance has entered into a confidentiality agreement with PerImmune and Progenics substantially similar to the confidentiality provisions of this Agreement, limiting the use and disclosure of such information to authorized representatives of the Parties. Results of any such inspection shall be made available to both Parties. If such inspection reveals a deficiency in the calculation of PerImmune's Fully Burdened Manufacturing Cost to PerImmune resulting in an overpayment to PerImmune of the transfer price by [***] , PerImmune shall pay all costs and expenses of such inspection.

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(c) QUALITY AUDIT. Upon submission of a proposal by Progenics which is approved by PerImmune, PerImmune shall permit Progenics to audit, in cooperation with PerImmune's personnel, production, packaging, and quality control facilities of PerImmune and any of its significant suppliers as they relate to production of KLH to allow Progenics to verify PerImmune's compliance with its responsibilities under this Agreement.

2.9 LIABILITY.

(a) INDEMNIFICATION BY PROGENICS. Except as otherwise provided in Sections 2.9(b) or (c), Progenics will defend, indemnify and hold harmless PerImmune against any and all claims, actions, liabilities, damages, losses, costs or expenses, including reasonable attorney's fees, based upon or arising out of the sales or use of any Ganglioside Vaccine by Progenics, provided that PerImmune gives Progenics prompt notice thereof in writing, permits Progenics to control the investigation, preparation and defense thereof (including any compromise or settlement thereof and any appeal) and provides reasonable assistance to Progenics, at Progenics expense, in that regard.

(b) LIABILITY. Each Party assumes full responsibility and liability for any injury, damage or expense which it or its employees, agents and invitees incur and which arise from its manufacture, handling and use of KLH or Ganglioside Vaccines, except to the extent such injury, damage or expense arises from the negligence or willful misconduct of the other Party.

(c) INDEMNIFICATION BY PERIMMUNE. PerImmune will defend, indemnify and hold harmless Progenics against any and all claims, actions, liabilities, damages, losses, costs or expense (including reasonable attorneys' fees) including without limitation expenses of total or partial product recalls in connection with the manufacture, use or sale of Ganglioside Vaccines (i) based upon the gross negligence or willful misconduct of PerImmune or its employees arising out of the Manufacture or shipment of KLH Requirements by PerImmune or based upon a manufacturing defect in KLH Requirements manufactured by PerImmune; or (ii) the failure of PerImmune to comply with governmental regulations with respect to KLH, provided that Progenics or its Partners give PerImmune prompt notice thereof in writing, permits PerImmune to control the investigation, preparation and defense thereof (including any compromise or settlement thereof and any appeal) and provides reasonable assistance to PerImmune, at PerImmune's expense, in that regard.

3. CONFIDENTIALITY.

3.1. Each party agrees to take such steps and, when necessary to protect the rights of the other, shall cause its employees and agents and its Affiliates employees and agents, to take such steps as are reasonably required to protect and keep

confidential, and shall not use, publicize or otherwise disclose to third parties other than Affiliates, Confidential Information (as defined below) of the other party, which was acquired from the other party pursuant to this Agreement, including, without limitation, following procedures designed to limit access of such information to those persons having a need to know it. The parties agree not to disclose or use such Confidential Information except as they may be entitled to do so or if necessary pursuant to or in the performance of this Agreement.

3.2 The obligation of confidentiality and restriction on use imposed by the foregoing Subsection 3.1 shall not apply to any particular item of Confidential Information that:

3. 2.1 is known or generally available, or subsequently becomes known or generally available, to the public, or is otherwise at the time of disclosure or subsequently becomes part of the public domain, whether by printed publication or otherwise through no fault of the receiving parties;

3.2.2 the receiving party can demonstrate by competent evidence, based in substance upon writings and/or physical evidence, (i) was known to the receiving party at the time of receipt or (ii) is furnished to the receiving party without obligation of confidentiality or non-use by a third party, either before or after the time of its disclosure by the disclosing party, which third party is not restricted by a confidential undertaking to the disclosing party at the time of the disclosure;

3.2.3 the receiving party can demonstrate by competent evidence, based in substance upon writings and/or physical evidence, has been developed independently for the receiving party by persons not having access to the Confidential information; or

3.2.4 is the Confidential Information of the disclosing party and that the disclosing party discloses to a non-Affiliate party without restriction.

3.3 The obligations of confidentiality and restriction on use under this
Section 3 shall continue to be binding upon the parties for a period of five years following termination of this Agreement.

3.4 Either party may also disclose Confidential Information disclosed to it by the other party to the extent, and only to the extent, such disclosure is necessary for such party to comply with applicable governmental laws or regulations. The party that desires to so disclose Information shall give the other party reasonable advance notice of any such proposed disclosure pursuant to such compliance with law or regulation, shall use its best efforts to secure confidential treatment of the Information thus disclosed, and shall advise the other party in writing of the manner in which that was done.

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3.5 For purposes of this Agreement, Confidential Information shall mean: (a) data, inventions, Information, processes, know-how, patent applications, trade secrets and similar intellectual property rights of a party, including, without limitation, the original and copies of all documents, inventions, laboratory notebooks, drawings, specifications, devices, equipment, prototype models and tangible manifestations embodying any technology disclosed hereunder, (b) a party's customer lists and marketing, sales, costs, royalty and similar information related to the manufacture or sale of KLH or other part of the Parties' business, and (c) any other information disclosed in writing and marked as "Confidential Information" or, if disclosed orally, reduced to writing and marked as "Confidential Information" and submitted within thirty (30) days of the original oral disclosure.

3.6 PERMITTED DISCLOSURES. Each Party may disclose the other Party's information to the extent such disclosure is reasonably necessary in prosecuting or defending litigation, filing, prosecuting or maintaining patent applications or patents, complying with applicable laws or regulations, or, in the case of Progenics, conducting preclinical or clinical trials or preparing or filing regulatory filings with respect to Ganglioside Vaccines; provided, however, that if a Party is required to make any disclosure of the other Party's information furnished pursuant to this Agreement, it will give reasonable advance notice of such disclosure requirements to the other Party and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of such information required to be disclosed.

4. TERM: TERMINATION.

4.1 TERM. The term of this Agreement shall be for three years from the Effective Date and will renew automatically for successive 12 month periods unless sooner terminated as provided in this Section 4.

4.2 MATERIAL BREACH. Subject to Section 8.6, failure by either Party to comply with any of the material obligations contained in this Agreement shall entitle the other Party to give to the Party in default notice specifying the nature of the default and requiring it to make good such default. If such default is not cured within sixty (60) days after the receipt of such notice, the notifying Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement and in addition to any other remedies available to it by law or in equity, to terminate this Agreement effective upon written notice to the other Party. The right of a Party to terminate this Agreement, as herein above provided, shall not be affected in any way by its waiver or failure to take action with respect to any previous default.

4.3 INSOLVENCY OR BANKRuPTCY. Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement, in whole or in part as the terminating Party may determine, effective upon written notice to the other Party, in the event the other party shall have become insolvent or bankrupt, or shall have

made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party for all or a substantial part of its property, or any case or proceeding shall have been commenced seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, disdain or similar process against, any substantial part of the property of the other Party, and any such event shall have continued for sixty (60) days undismissed, unbounded and undischarged.

4.4 ACCRUED RIGHTS, SURVIVING OBLIGATIONS: PARTNERS. Expiration or any termination of this Agreement for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such expiration or termination. Such expiration or termination shall not relieve either Party from obligations which are expressly indicated to survive expiration or termination of this Agreement, which obligations include, without limitation, those under Sections 2.8, 2.9, 3, 5, 6 and 7.

5. PERIMMUNE PATENT RIGHTS.

PerImmune shall not assert against Progenics or its customers any patents now or hereinafter owned or controlled by PerImmune which concern KLH or any Ganglioside Vaccine of Progenics which incorporates KLH. This Section shall continue to apply to any Affiliate of PerImmune which ceases to be an Affiliate of PerImmune as defined by this Agreement.

6. PERiMMUNE REPRESENTATIONS AND WARRANTIES.

PerImmune represents and warrants that:

(a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by PerImmune;

(b) the performance by PerImmune of any of the terms and conditions of this Agreement on its part to be performed does not and will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it is a party;

(c) To the best of PerImmune's knowledge, there are no adverse proceedings, claims or actions pending, or threatened, relating to KLH and at the time of disclosure and delivery thereof to Progenics and PerImmune shall have the full right

and legal capacity to disclose and deliver KLH without violating the rights of third parties.

7. ARBITRATION.

Any dispute, controversy or claim between the Parties, arising out of or relating to this Agreement or the Parties' respective rights and obligations hereunder either during or after the Term (including the question as to whether any such matter is arbitrable) shall be subject to binding arbitration in accordance with then-existing commercial arbitration rules of the American Arbitration Association. The Parties agree that, in the course of any such arbitration, service of any notice at their respective addresses in accordance with Section 8.11 of this Agreement shall be valid and sufficient, and any arbitration hereunder shall be in the jurisdiction of the defendant Party, which in the case of Progenics shall be New York and in the case of PerImmune shall be Maryland. In any such arbitration, an award shall be rendered by a majority of the members of a board of arbitration consisting of three (3) members, one (1) of whom shall be chosen by each of Progenics and PerImmune and the third of whom shall be appointed by mutual agreement of such two (2) arbitrators. In the event of failure of such two (2) arbitrators to agree within sixty (60) days after the commencement of arbitration (as defined below) upon appointment of the third arbitrator, or, in the event that either Party shall fail to appoint an arbitrator within thirty (30) days after the commencement of the arbitration proceedings, the third arbitrator or (upon request of the other Party) the second arbitrator and the third arbitrator, as the case may be, shall be appointed by the American Arbitration Association in accordance with its then existing commercial arbitration rules. For purposes of this Section, the "commencement of the arbitration proceeding" shall mean the date upon which the defendant Party receives from the American Arbitration Association a copy of the request for arbitration filed by the party desiring to have recourse to arbitration. The decision of the arbitrators shall be in writing and shall set forth the basis therefor. The Parties shall abide by all awards rendered in arbitration proceedings, and such awards may be enforced and executed upon in any court having jurisdiction over the Party against whom enforcement of such award is to be sought. The Parties shall divide equally the administrative charges, arbitrators' fees, and related expenses of arbitration, but each Party shall pay its own legal fees incurred in connection with any such arbitration; provided, however, if the arbitrators determine that one Party prevailed clearly and substantially over the other Party, then the non-prevailing Party shall also pay the reasonable attorneys' fees and expert witness costs and other arbitration costs of the prevailing Party.

8. MISCELLANEOUS PROVISIONS.

8.1 NO PARTNERSHIP. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, distributorship, agency employer-employee or joint venture relationship between the Parties. No Party shall incur any debts or make any commitments for the other, except to the extent, if at all, specifically provided herein.

8.2 ASSIGNMENTS. Neither Party shall assign any of its rights or obligations hereunder or this Agreement, except that either Party may do so:
(a) as incident to the merger, consolidation, reorganization or acquisition of stock or assets affecting substantially all of the assets or voting control of such Party; (b) to any wholly owned subsidiary if such Party remains liable and responsible for the performance and observance of all of the subsidiary's duties and obligations hereunder; (c) with the prior written consent of the other Party; or (d) as incident to an agreement between Progenics and a major corporate partner. This Agreement shall be binding upon the successors and permitted assigns of the Parties and the name of a Party appearing herein shall be deemed to include the names of such Party's successors and permitted assigns to the extent necessary to carry out the intent of this Agreement. Any assignment not in accordance with this Section 8.2 shall be void.

8.3 FURTHER ACTIONS. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

8.4 NO NAME OR TRADEMARK RIGHTS. Except as otherwise provided herein, no right, express or implied, is granted by this Agreement to use in any manner the names "PerImmune, Inc." or "Progenics Pharmaceuticals, Inc." or any contraction thereof or any other trade name or trademark of PerImmune or Progenics in connection with the performance of this Agreement.

8.5 PUBLIC ANNOUNCEMENT. Except as may otherwise be required by applicable law or regulation, neither Party shall make any public announcement concerning this Agreement or the subject matter hereof without the prior written consent of the other Party (not to be unreasonably withheld).

8.6 FORCE MAJEURE. If any default or delay occurs which prevents or materially impairs a Party's performance and is due to a cause beyond the Party's reasonable control, including but not limited to any act of any god or demon, flood, fire, explosion, earthquake, casualty, accident, war, revolution, civil commotion, blockade or embargo, injunction, law, proclamation, order, regulation or governmental demand, the affected Party promptly shall notify the other Party in writing of such cause and shall exercise diligent efforts to resume performance under this Agreement as soon as possible. Neither Party shall be liable to the other Party for any loss or damage due to such cause. Neither Party may terminate this Agreement because of such default or delay.

8.7 ENTIRE AGREEMENT OF THE PARTIES: AMENDMENTS. This Agreement, including the exhibits attached hereto which are incorporated herein, constitutes and contains the entire understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether verbal or written, between the Parties respecting the subject matter hereof. No waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each of the Parties.

8.8 SEVERABILITY. In the event that any of the provisions of this Agreement shall for any reason be held by any court or authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision or provisions shall be validly reformed to as nearly as possible approximate the intent of the Parties and, if unreformable, shall be divisible and deleted in such jurisdiction; elsewhere, this Agreement shall not be affected so long as the Parties are still able to realize the principal benefits bargained for in this Agreement.

8.9 CAPTIONS. The captions to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement.

8.10 APPLICABLE LAW. This Agreement shall be governed by and interpreted in accordance with the laws of Maryland.

8.11 NOTICE. All notices and other communications shall be deemed to have been duly given when delivered in person or by registered or certified mail (postage prepaid, returned receipt requested) to the respective parties as follows:

If To Progenics:

If To PerImmune:

8.12 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by a Party and shall be able to be relied fully on by the Parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective corporate officers, duly authorized as of the day and year first above written. PerImmune, Inc., represents and warrants that it has the right and authority to provide to Progenics the material and rights set forth in this agreement pursuant to the transfer of relevant right and authority from Akzo Nobel to PerImmune.

PERIMMUNE, INC.                                PROGENICS PHARMACEUTICALS, INC.

By: /s/ Michael G. Hanna, Jr.                       By: Paul J. Maddon
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Name: Michael G. Hanna, Jr.                         Name: Paul J. Maddon
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Title: President & CEO                              Title: Chairman and CEO
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As set forth in this Exhibit A, the following are the specifications for the Manufacture of KLH, as may from time to time be required by the Food and Drug Administration (the "Specifications").

EXHIBIT A
ORGANON TEKNIKA
[GRAPHIC] AKZO
CERTIFICATE OF ANALYSIS
KEYHOLE LIMPET HEMOCYANIN

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Exhibit 10.21

This document, when properly executed, shall constitute a Supply Agreement between Progenics Pharmaceuticals, Inc. with offices at Old Saw Mill River Road, Tarrytown, NY, (Progenics) and E.I. Du Pont de Nemours and Company (Du Pont), with offices at 549 Albany Street, Boston, MA.

1. PERIOD OF AGREEMENT: July 1, 1993 through June 30, 1996. After the original term, this Agreement will renew automatically for successive 12 month periods unless either party gives notice to the other of its intention not to renew at least 120 days prior to the expiration of the then current term.

2. MATERIAL: Recombinant Soluble sCD4, referred to hereafter as sCD4 or Product.

3. MATERIAL SPECIFICATIONS: Material shall be supplied in the form and manner, and must conform in all material respects to the specifications set out in Attachment A. Alterations to these specifications require the express written consent of each party.

4. [***]

5. PAYMENT TERMS: Net 30 Days, following the receipt of a properly prepared and correct invoice.

6. QUANTITY: Du Pont commits to purchase 100% of its purchase requirements for sCD4 during the term of this order from Progenics, and Progenics agrees to supply 100% of Du Pont's purchase requirements.

7. DELIVERY TERMS: F.O.B. Destination, freight collect.

8. RELEASES: Du Pont will advise Progenics of its purchase requirements at least quarterly, or as may otherwise suit the parties by agreement. Progenics shall ship product as required by Du Pont according to a mutually agreed upon schedule. Progenics shall advise Du Pont at its earliest opportunity if it is unable to ship Product at an agreed upon time. Progenics will, on a best effort basis, attempt to fulfill any unscheduled, or spot requirements of Du Pont.

9. LABELLING AND PACKAGING: Both Du Pont's and Progenics' names and logos shall appear on the main product label and on promotional literature, along with the following statement: "Manufactured by Progenics Pharmaceuticals, Inc."

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All labels to be approved by both parties. All product labelling and literature shall contain the phrase "For Laboratory Use." Progenics will package product as 100 micrograms per vial, or in other package sizes as mutually agreed upon by both parties. Product will be shipped on dry ice. In parallel, Progenics will perform stability studies on lyophilized product. Shelf life of the sCD4 will be no less than 6 months upon receipt by Du Pont.

10. CONFIDENTIALITY: The parties hereto shall keep confidential all confidential technical information, shall not disclose or make known to any individual, firm, or corporation, except when authorized in writing to do so by the other party, and shall not use such information for any purpose other than the performance of the obligations provided in this Agreement. The provisions of this clause shall remain binding for five (5) years after the termination of this agreement. Each party shall use the same degree of care to avoid disclosure of confidential technical information as the party employs with similar information of its own which it does not desire to publish or disclose. Any confidential information shared between the parties must be identified and labeled in writing as confidential. The confidentiality of and information disclosed verbally must be identified in writing as confidential no more than 14 days after disclosure.

This obligation shall not apply to information and/or documents which:

A) Are or come within the public domain otherwise than as a consequence of a breach of the obligations hereunder;

B) Are known to the receiving party prior to disclosure by the other party as shown by the receiving party's records;

C) Are lawfully disclosed to the receiving party by third parties; or

D) Are subsequently independently developed by the receiving party through no reference whatsoever to disclosure hereunder.

11. WARRANTY: Progenics warrants the packaged product hereunder shall meet the specifications set forth in Attachment A and shall be free from defects except those caused by misuse or mishandling occurring after such delivery. Progenics agrees to notify Du Pont prior to

making any formulation changes in the Product. Progenics further warrants that packaged product will meet the warranty of merchantability and fitness for intended use. In the event of a recall of Product, Progenics agrees to reimburse Du Pont for all reasonable costs incurred in the recall.

12. USE OF MATERIAL: Progenics shall supply Du Pont sCD4 to be sold by Du Pont to third parties. The material will be used only for research purposes and not for other uses such as clinical diagnostics or therapeutic development. This Agreement is limited to resale of sCD4 as packaged at Progenics and does not allow Du Pont to modify sCD4 or combine sCD4 with other components.

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13. RELATIONSHIP OF THE PARTIES: Nothing contained herein shall be construed to empower either party to act as agent for the other. The parties agree that each of them shall, in relation to its obligations hereunder, be acting as an independent contractor. Not withstanding, neither party shall, during the period of this Agreement, enter into discussions nor create an alternative arrangement with any third party concerning the subject matter herein, without first advising the other party of its intent.

14. AUDITS: Progenics shall permit no less frequently than once per year, and upon reasonable notice by Du Pont, inspections and audits by Du Pont during regular business hours of all records and aspects of sCD4 manufacture, testing, packaging, labeling and shipping.

15. CANCELLATIONS: This Agreement may be cancelled by either party upon 120 days written notice to the other party.

16. ENTIRETY: This Agreement, together with the Attachments specifically referenced and attached hereto, embodies the entire understanding between Du Pont and Progenics, and there are no contracts, warranties, or representations, oral or written, express or implied, with reference to the subject matter hereof which are not merged herein. Except as otherwise specifically stated, no modification hereto shall be of any force or effect unless reduced to writing and signed by both parties and expressly referred to as being modifications of this Agreement.

AGREED & APPROVED:

FOR PROGENICS:                          FOR DU PONT:

Name Paul J. Maddon, M.D., Ph.D.        Name: Robert M. Hand
    -------------------------------          ------------------------------

Title Chairman and CEO                  Title: Senior Purchasing Agent
     ------------------------------           -----------------------------

Signature: /s/ Paul J. Maddon           Signature: /s/ Robert M. Hand
          -------------------------               -------------------------

Date: November 3, 1993                  Date: October 27, 1993
     ------------------------------          ------------------------------

PRODUCT:            Recombinant Soluble CD4

PRODUCT             Full-length extracellular domain of human CD4
DESCRIPTION:        produced in a CHO expression system.

CONCENTRATION:      GREATER THAN = 1.0 mg/ml

AMOUNT              GREATER THAN = 100 micrograms/vial

STORAGE BUFFER:     50 mM MES, pH 6.0, 0.35M NaCl

SHIP:               DRY ICE

STORE:              -80 DEG. C

STABILITY:          6 months at -80 DEG. C

CONCENTRATION       Determined by Optical Density and
AND PURITY:         SDS-PAGE/Silver stain (Purity GREATER THAN 95%)

AUTHENTICITY:       Reactive with gp 120 and anti-CD4 monoclonal and
                    polyclonal antibodies.

                    Glycosylation pattern identical to natural
                    human product.

ACTIVITY:           Binds HIV gp 120; inhibits binding of HIV to CD4+
                    lymphocytes and infection of CD4+ lymophoeytes with
                    HIV.

[LETTERHEAD]

Reference is made to the Agreement entered into the 3rd day of November, 1993, as amended between NEN Life Science Products, a division of E.I. DuPont de Nemours and Company (NEN) and Progenics Pharmaceuticals, Inc. (Progenics) relative to the purchase of sCD4 by NEN. It is hereby mutually agreed to further amend the aforesaid Agreement in the following manner effective July 1, 1996.

This amendment is being made to update pricing for a three year period as follows:

[***]

All other terms and conditions of the current Agreement, except as modified in the above manner, shall continue in full force and effect. Please indicate your acceptance of this amendment by signing both copies in the space provided below and return the copy marked "NEN M&L Copy" to Judy Lima-Ziegler, E.I.DuPont de Nemours and Company, Purchasing Department, 549 Albany Street, Boston, MA 02118, keeping the original for your files.

Very truly yours,

ProgensPharmaceuticals, Inc.            NEN LIFE SCIENCE PRODUCTS

BY:                                     BY: /s/ Robert M. Hand

TITLE: SR DIRECTOR, GRP. DEV.           TITLE: Sr. Purchasing Agent
                                              -----------------------------

DATE: June 26, 1996                     DATE: June 13, 1996
                                             ------------------------------

[*** Confidential Treatment Requested]