UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
8-K





CURRENT
REPORT


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




Date of
Report (Date of earliest event reported)October 16,
2008




Progenics
Pharmaceuticals, Inc.


(Exact
name of registrant as specified in its charter)




Delaware
            
            000-23143
            
            13-3379479(State
      or other jurisdiction
              of
      incorporation)
            
            (Commission
              File
      Number)
            
            (IRS
      Employer
              Identification
      No.)777 Old Saw Mill River
      Road, Tarrytown, New York
            
            10591(Address
      of principal executive offices)
            
            (Zip
      Code)Registrant's telephone number,
      including area code(914)
      789-2800




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






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




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




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




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











Item
1.01 Entry into a Material Definitive Agreement.





On
October 16, 2008, Progenics Pharmaceuticals, Inc. and Ono Pharmaceutical Co.,
Ltd., Osaka, Japan entered an exclusive license agreement under which Ono
acquired the rights to RELISTOR® (methylnaltrexone bromide) in Japan, where it
plans to develop and commercialize the drug for the treatment of opioid-induced
constipation.





Under the
agreement, Ono is responsible for developing and commercializing subcutaneous
RELISTOR in Japan, including conducting the clinical development necessary to
support regulatory marketing approval.  Progenics will receive a $15
million upfront payment from Ono, with up to an additional $20 million payable
upon achievement of development milestones.  Further, Ono will pay to
Progenics royalties and commercialization milestones on sales by Ono of
subcutaneous RELISTOR in Japan.  Ono also has the option to acquire
from Progenics the rights to develop and commercialize in Japan other
formulations of RELISTOR, including intravenous and oral forms, on terms to be
negotiated separately.  Supervision of and consultation with respect
to Ono’s development and commercialization responsibilities will be carried out
by joint committees consisting of members from both Ono and
Progenics.





RELISTOR
is being developed and commercialized in the rest of the world by Progenics and
Wyeth Pharmaceuticals, a division of Wyeth (NYSE:WYE). Progenics originally
licensed to Wyeth worldwide rights to RELISTOR under their 2005 Collaboration
Agreement. Wyeth elected, as it was entitled to do under that agreement, not to
develop RELISTOR in Japan.  As a result, Japanese rights to all
formulations of RELISTOR previously granted to Wyeth were returned to Progenics
by Wyeth, and Progenics licensed those rights, as they relate to the
subcutaneous form of RELISTOR, to Ono. Wyeth retains its licensed rights for
RELISTOR elsewhere in the world. As a result of the return of the Japanese
rights, Progenics will not receive from Wyeth milestone payments that were to be
triggered by the development of RELISTOR formulations in Japan.  These
potential milestones would have totaled $22.5 million (of which $7.5 million
related to the subcutaneous formulation of RELISTOR and the remainder to the
intravenous and oral formulations).  Progenics now has the potential
to receive a total of $334 million in development and commercialization
milestone payments from Wyeth under the Collaboration Agreement, of which $39
million have been paid to date.





The
license agreement between Progenics and Ono contains, among other terms,
provisions which allow termination by either party upon the occurrence of
certain events.





A copy of
Progenics’ press release relating to the transaction is attached hereto as
Exhibit 99.1 and the information contained therein is incorporated by reference
into this Item 1.01 of this Current Report on Form 8-K.




Item
9.01   Financial Statements and Exhibits.




(d)
Exhibits





Exhibit
No.     Description




99.1
            Press
      Release dated October 16, 2008.







SIGNATURES






Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.






PROGENICS
PHARMACEUTICALS, INC.


By:/s/ ROBERT A.
MCKINNEY


Robert A.
McKinney


Chief Financial Officer, Senior
Vice President,


Finance & Operations and
Treasurer








Date:  October 16,
2008