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.

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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 10.15

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.

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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.

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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.

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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.

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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

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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:

(a) Progenics may grant a Sublicense to a third party for purposes of manufacturing and/or marketing the Licensed Products developed by or under continuing development by Progenics; and

(b) Progenics may grant a Sublicense to a third party that enters into a joint development or joint venture agreement with Progenics in connection with Licensed Products to be developed by Progenics and the third party.

(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.

3.1 Initial Payments

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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

[***]                                         15,000

[***]                                         15,000

[***]                                         30,000

   Total                                      60,000

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) if CBC determines that any scheduled delivery of Adjuvant Requirements pursuant to any purchase order will be delayed for any reason of which CBC becomes aware.

(c) SAFETY STOCK [***]

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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.
[***]

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.
[***]

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. NET SALES shall mean [***]

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.

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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.

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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

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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
- ---------------------------------             --------------------------------
SIGNATURE          DATE                       SIGNATURE             DATE

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

Associate Director for Laboratory             Chairman and CEO
- ---------------------------------             --------------------------------
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

Appendix B
Research Plan

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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.

2.2 PERIMMUNE TRANSFER PRICE OF KLH.

With respect to each and every Ganglioside Vaccine, PerImmune shall Manufacture and supply one hundred percent (100%) of KLH Requirements of such Ganglioside Vaccine, including for purposes of all research and development, preclinical studies and human clinical trials, and the Commercial sales of such Ganglioside Vaccine. [***]

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

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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
- ----------------------------                        ----------------------

Name: Michael G. Hanna, Jr.                         Name: Paul J. Maddon
- ---------------------------                          -----------------------
Title: President & CEO                              Title: Chairman and CEO
- ---------------------------                          -----------------------

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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[***] Confidential Treatment Requested

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. PRICE: July 1, 1993 through June 30, 1994: [***] July 1, 1994 through June 30, 1995: [***] July 1, 1995 through June 30, 1996: [***]

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."

[***] Confidential Treatment Requested

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.

13. PATENTS: [***] to make, have made, use and sell sCD4 gene and protein under U.S. Patent No. [***]

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 Du Pont based on a claim that materials or services purchased hereunder, or any part therof, 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 Du Pont to defend such suits or proceeding. 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 Du Pont, 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 of 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 Du Pont 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 Du Pont so it becomes noninfringing, or terminate this Agreement.

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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:

July 1, 1996 through June 30, 1997:   [***]
July 1, 1997 through June 30, 1998:   [***]
July 1, 1998 through June 30, 1999:   [***]

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
                                             ------------------------------

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