Exhibit 10.1 Plan of Reorganization UR Labs


    


     

    AGREEMENT
      AND PLAN OF REORGANIZATION

     

     

     

    by
      and
      among

     

    


     

    PROGENICS
      PHARMACEUTICALS, INC.,

     

    PROGENICS
      PHARMACEUTICALS NEVADA, INC.

     

    UR
      LABS,
      INC.

     

    and

     

    SHAREHOLDERS
      OF UR LABS, INC.

     

    


     

    


     

    


     

    Dated
      as
      of December
      22, 2005

     

    


     

    


     


    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

                                                TABLE
      OF
      CONTENTS

    

                                                                                                    
   Page

    
      
        	
                ARTICLE
                  I
                  DEFINITIONS AND DEFINED TERMS

              	 	 
1
	 	
                Section
                  1.1

              	
                Definitions
                  and Defined Terms

              	 	 
1
	
                ARTICLE
                  II
                  PURCHASE OF ASSETS

              	 	 
2
	 	
                Section
                  2.1

              	
                Purchase
                  and Sale of Transferred Assets

              	 	 
2
	 	
                Section
                  2.2

              	
                Excluded
                  Assets

              	 	 
3
	
                ARTICLE
                  III
                  ASSUMPTION OF LIABILITIES

              	 	 
3
	 	
                Section
                  3.1

              	
                Assumed
                  Liabilities

              	 	 
3
	 	
                Section
                  3.2

              	
                Retained
                  Liabilities

              	 	 
3
	
                ARTICLE
                  IV
                  PURCHASE PRICE

              	 	 
4
	 	
                Section
                  4.1

              	
                Purchase
                  Price

              	 	 
4
	 	
                Section
                  4.2

              	
                Indemnification
                  Escrow

              	 	 
4
	
                ARTICLE
                  V
                  CLOSING

              	 	 
5
	 	
                Section
                  5.1

              	
                Closing

              	 	 
5
	 	
                Section
                  5.2

              	
                Deliveries
                  at Closing

              	 	 
5
	
                ARTICLE
                  VI
                  REPRESENTATIONS AND WARRANTIES OF SELLER AND THE
                  SHAREHOLDERS

              	 
8
	 	
                Section
                  6.1

              	
                Organization
                  and Good Standing

              	 	 
9
	 	
                Section
                  6.2

              	
                Authorization
                  and Effect of Agreement

              	 	 
9
	 	
                Section
                  6.3

              	
                Consents
                  and Approvals; No Violations

              	 	 10
	 	
                Section
                  6.4

              	
                No
                  Third Party Options

              	 	 10
	 	
                Section
                  6.5

              	
                Permits;
                  Compliance with Law

              	 	 10
	 	
                Section
                  6.6

              	
                Litigation

              	 	 10
	 	
                Section
                  6.7

              	
                Assets
                  Necessary to Business; No Other Agreements

              	 	 11
	 	
                Section
                  6.8

              	
                Financial
                  Statements

              	 	 11
	 	
                Section
                  6.9

              	
                Absence
                  of Certain Changes

              	 	 11
	 	
                Section
                  6.10

              	
                No
                  Default

              	 	 11
	 	
                Section
                  6.11

              	
                Contracts

              	 	 12
	 	
                Section
                  6.12

              	
                Employees

              	 	 12
	 	
                Section
                  6.13

              	
                Title
                  to Assets

              	 	 13


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
        
          	 	
                  Section
                    6.14

                	
                  Assignment
                    of Contracts

                	 	 13
	 	
                  Section
                    6.15

                	
                  Environmental

                	 	 13
	 	
                  Section
                    6.16

                	
                  No
                    Broker

                	 	 13
	 	
                  Section
                    6.17

                	
                  No
                    Misleading Statements

                	 	 13
	 	
                  Section
                    6.18

                	
                  Employee
                    Benefits

                	 	 13
	 	
                  Section
                    6.19

                	
                  Taxes

                	 	 14
	 	
                  Section
                    6.20

                	
                  Proprietary
                    Rights

                	 	 15
	 	
                  Section
                    6.21

                	
                  Ownership

                	 	 15
	 	
                  Section
                    6.22

                	
                  Business

                	 	 15
	 	
                  Section
                    6.23

                	
                  Entirely
                    for Own Account

                	 	 16
	 	
                  Section
                    6.24

                	
                  Disclosure
                    of Information

                	 	 16
	 	
                  Section
                    6.25

                	
                  Investment
                    Experience and Accredited Investor Status

                	 	 16
	 	
                  Section
                    6.26

                	
                  Restricted
                    Securities

                	 	 16
	 	
                  Section
                    6.27

                	
                  Legends

                	 	 16
	 	
                  Section
                    6.28

                	
                  Univertical
                    Transfer

                	 	 17
	
                  ARTICLE
                    VII
                    REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

                	 17
	 	
                  Section
                    7.1

                	
                  Corporate
                    Organization

                	 	 17
	 	
                  Section
                    7.2

                	
                  Authorization
                    and Effect of Agreement

                	 	 18
	 	
                  Section
                    7.3

                	
                  Consents
                    and Approvals; No Violations

                	 	 18
	 	
                  Section
                    7.4

                	
                  No
                    Broker

                	 	 18
	 	
                  Section
                    7.5

                	
                  SEC
                    Reports

                	 	 19
	 	
                  Section
                    7.6

                	
                  Financial
                    Statements

                	 	 19
	 	
                  Section
                    7.7

                	
                  Parent
                    Common Stock

                	 	 19
	
                  ARTICLE
                    VIII
                    COVENANTS

                	 	 20
	 	
                  Section
                    8.1

                	
                  Access

                	 	 20
	 	
                  Section
                    8.2

                	
                  Notification

                	 	 20
	 	
                  Section
                    8.3

                	
                  No
                    Inconsistent Action

                	 	 20
	 	
                  Section
                    8.4

                	
                  Further
                    Assurances

                	 	 20
	 	
                  Section
                    8.5

                	
                  Transfer
                    Taxes

                	 	 21
	 	
                  Section
                    8.6

                	
                  Bulk
                    Sales Laws

                	 	 21
	 	
                  Section
                    8.7

                	
                  Confidentiality

                	 	 21
	 	
                  Section
                    8.8

                	
                  Non-Competition

                	 	 21
	 	
                  Section
                    8.9

                	
                  Market
                    Listing

                	 	 21


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

        
          	 	
                  Section
                    8.10

                	
                  Certain
                    Agreements

                	 	 21
	 	
                  Section
                    8.11

                	
                  Covenant
                    to Provide Legal Opinions

                	 	 22
	 	
                  Section
                    8.12

                	
                  Certain
                    Tax Matters

                	 	 22
	
                  ARTICLE
                    IX
                    SURVIVAL; INDEMNIFICATION

                	 	 22
	 	
                  Section
                    9.1

                	
                  Survival
                    of Indemnification Rights

                	 	 22
	 	
                  Section
                    9.2

                	
                  Indemnification
                    Obligations

                	 	 23
	 	
                  Section
                    9.3

                	
                  Indemnification
                    Procedure

                	 	 24
	 	
                  Section
                    9.4

                	
                  Tax
                    Treatment of Indemnification

                	 	 24
	 	
                  Section
                    9.5

                	
                  Relation
                    of Indemnity to Escrow Shares

                	 	 25
	 	
                  Section
                    9.6

                	
                  Aggregate
                    Indemnification Liability

                	 	 25
	
                  ARTICLE
                    X
                    MISCELLANEOUS PROVISIONS

                	 	 25
	 	
                  Section
                    10.1

                	
                  Notices

                	 	 25
	 	
                  Section
                    10.2

                	
                  Expenses

                	 	 26
	 	
                  Section
                    10.3

                	
                  Successors
                    and Assigns

                	 	 27
	 	
                  Section
                    10.4

                	
                  Extension;
                    Waiver

                	 	 27
	 	
                  Section
                    10.5

                	
                  Entire
                    Agreement

                	 	 27
	 	
                  Section
                    10.6

                	
                  Amendments,
                    Supplements, Etc

                	 	 27
	 	
                  Section
                    10.7

                	
                  Applicable
                    Law; Waiver of Jury Trial

                	 	 28
	 	
                  Section
                    10.8

                	
                  Actions
                    by Seller or the Shareholders

                	 	 28
	 	
                  Section
                    10.9

                	
                  Execution
                    in Counterparts

                	 	 28
	 	
                  Section
                    10.10

                	
                  Titles
                    and Headings

                	 	 28
	 	
                  Section
                    10.11

                	
                  Invalid
                    Provisions

                	 	 29
	 	
                  Section
                    10.12

                	
                  Publicity

                	 	 29
	 	
                  Section
                    10.13

                	
                  Specific
                    Performance

                	 	 29


        

      

    


    
      
         

        


        


        iii

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibits
      

    


    Exhibit
      A
      - Definitions and Defined Terms

    Exhibit
      B
      - Patents and Patent Applications

    Exhibit
      C
      - Escrow Agreement

    Exhibit
      D
      - Bill of Sale 

    Exhibit
      E
      - Assignment and Assumption Agreement 

    Exhibit
      F
      - Chicago License Assignment Agreement 

    Exhibit
      G
      - URL-Goldberg Consent and Assignment Agreement

    Exhibit
      H
      - PGNX-URL Consent and Assignment Agreement

    Exhibit
      I
      - Patent Assignment 

    Exhibit
      J
      - Registration Rights Agreement

    Exhibit
      K
      - Cross Release

    


    Annexes

    


    Annex
      2.1
      - Balance Sheet and Income Statement

     

    


     


    
      
        
           

          


          


        

        iv

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    AGREEMENT
      AND PLAN OF REORGANIZATION

     

    This
      AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”)
      is
      made and entered into as of December 22, 2005 by and among Progenics
      Pharmaceuticals, Inc., a Delaware corporation (“Parent”),
      Progenics Pharmaceuticals Nevada, Inc., a Nevada corporation (“Purchaser”);
      UR
      Labs, Inc., a Nevada corporation (“Seller”);
      and
      Eric L. Drell, Eliot R. Drell, and Ethel Drell, Trustee of the Drell Family
      Trust U/A dated 4/28/88, the shareholders of Seller (each a “Shareholder”
and,
      collectively, the “Shareholders”).

     

    RECITALS:

     

    WHEREAS,
      Seller is engaged in the business of pharmaceutical development and licensing
      (the “Business”);
      

     

    WHEREAS,
      Seller wishes to transfer substantially all of its assets related to the
      Business to Purchaser solely in exchange for 500,000 shares of Parent’s Common
      Stock (as defined below) in a transaction intended to qualify as a
“reorganization” within the meaning of Section 368(a)(1)(C) of the Code, it
      being contemplated by Seller and Parent that Seller will thereafter, as an
      integral part of the transactions contemplated by this Agreement, distribute
      the
      shares of Parent to the Shareholders in complete liquidation of Seller and
      dissolve Seller; and

     

    WHEREAS,
      certain parties hereto and others have executed a Cross Release dated the date
      hereof relating to certain of the assets that are the subject of this Agreement,
      which is attached as Exhibit
      K
      hereto.

     

    NOW,
      THEREFORE, in consideration of the mutual representations, warranties, covenants
      and agreements herein contained, the parties hereto agree as
      follows:

     

     

    ARTICLE
      I  

     

    DEFINITIONS
      AND DEFINED TERMS

     

    Section
      1.1  Definitions
      and Defined Terms. 

     

    Unless
      the context otherwise requires or as otherwise defined herein, capitalized
      terms
      used in this Agreement shall have the meanings set forth in Exhibit
      A
      hereto.

     


    
      
         

        


        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

     

    ARTICLE
      II  

     

    PURCHASE
      OF ASSETS

     

    Section
      2.1  Purchase
      and Sale of Transferred Assets. 

     

    On
      the
      terms and subject to the conditions set forth herein, at the Closing as
      described in Article
      V
      hereto,
      Seller shall, and the Shareholders shall cause Seller to, sell, transfer,
      convey, assign and deliver to Purchaser, and Purchaser shall purchase and
      acquire from Seller, good and valid title to, and all of Seller’s rights and
      interests in, all of the rights, properties and assets used in or held for
      use
      in, necessary for or otherwise relating to the Business, other than the Excluded
      Assets (collectively, the “Transferred
      Assets”),
      free
      and clear of all Liens (other than Permitted Liens), including, without
      limitation, good and valid title to, and all rights and interests in, the
      following: 

     

    (a)  All
      assets reflected on the balance sheet as of April 30, 2005 relating to the
      Business (the “Balance
      Sheet”)
      and
      all assets used to generate revenue and income reflected on the summary of
      operations statement relating to the Business for the year ended April 30,
      2005
      (the “Income
      Statement”),
      which
      Balance Sheet and Income Statement are set forth in Annex
      2.1(a),
      other
      than, in each case, assets disposed of after the date of such Balance Sheet
      and
      Income Statement and on or prior to the Closing in the ordinary course of
      business consistent with past practice.

     

    (b)  All
      assets used, or held for use in, necessary for or otherwise relating to the
      Business acquired in the ordinary course of business consistent with past
      practice after April 30, 2005 and on or prior to the Closing Date.

     

    (c)  All
      Contracts relating to the Business, including, without limitation, the Chicago
      License Agreement, the URL-Goldberg Agreement and the Exclusive Sub-License
      Agreement. 

     

    (d)  All
      general intangibles and intangible property, including, without limitation,
      all
      Proprietary Rights and agreements relating thereto that are used or held for
      use
      in, necessary for or otherwise relating to the Business, including, without
      limitation, all of Seller’s rights and goodwill included therein and in the
      patents and patent applications listed in Exhibit
      B
      hereto.

     

    (e)  All
      books
      and records relating to the Chicago License Agreement, the URL-Goldberg
      Agreement and the Exclusive Sub-License Agreement.

     

    The
      Contracts included in the Transferred Assets, including, without limitation,
      those listed above, are hereinafter collectively referred to as the
“Assumed
      Contracts.”

     


    
      
         

        


        


        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


     

    Section
      2.2  Excluded
      Assets. Notwithstanding
      anything contained in this Agreement to the contrary, cash, bank deposits,
      securities held in brokerage accounts, computers and office equipment located
      in
      the home of any Shareholder and any physical
      inventory of Azaribine and its cogeners and derivatives (“Azaribine”),
      the
      lease for a storage facility in Carson City, NV and the contents of such storage
      facility (collectively,
      the
“Excluded
      Assets”)
      will
      not be included in the Transferred Assets.

     

     

    ARTICLE
      III  

     

    ASSUMPTION
      OF LIABILITIES

     

    Section
      3.1  Assumed
      Liabilities.
      At the
      Closing, Parent and Purchaser will not assume or agree to undertake to pay,
      satisfy, discharge or perform, and will not be deemed by virtue of the execution
      and delivery of this Agreement or any document delivered at the Closing pursuant
      to this Agreement, or as a result of the consummation of the transactions
      contemplated by this Agreement, to have assumed, or to have agreed to pay,
      satisfy, discharge or perform, any liability, obligation, indebtedness or Taxes
      of Seller or of any other Person or in any way relating to the Business (whether
      primary or secondary, direct or indirect, known or unknown, absolute or
      contingent, matured or unmatured, or otherwise), other than, in the case of
      the
      Purchaser, the obligations and liabilities of Seller from and after the Closing
      Date pursuant to the terms of the Assumed Contracts, to the extent, and only
      to
      the extent, that such Assumed Contracts are actually assigned to Purchaser
      and
      such liabilities and obligations relate to the period from and after the Closing
      (the “Assumed
      Liabilities”).
      

     

    Section
      3.2  Retained
      Liabilities.
      Notwithstanding anything contained in this Agreement to the contrary, Parent
      and
      Purchaser do not assume or agree or undertake to pay, satisfy, discharge or
      perform, and will not be deemed by virtue of the execution and delivery of
      this
      Agreement or any document delivered at the Closing pursuant to this Agreement,
      or as a result of the consummation of the transactions contemplated by this
      Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or
      perform, any liability, obligation, indebtedness or Taxes of Seller or of any
      other Person or in any way relating to the Business (whether primary or
      secondary, direct or indirect, known or unknown, absolute or contingent, matured
      or unmatured, or otherwise) other than, in the case of the Purchaser, the
      Assumed Liabilities (such liabilities and obligations retained by Seller,
      including, without limitation, (i) notes payable by Seller and any other
      indebtedness of Seller, (ii) liability associated with the physical inventory
      of
      Azaribine, (iii) lease for storage facility in Carson City, NV, (iv) liability
      associated with the contents of such storage facility, and all other liabilities
      and obligations with respect to the Excluded Assets, being referred to herein
      as
      the “Retained
      Liabilities”).
      It is
      specifically agreed that Seller shall remain liable for all of the Retained
      Liabilities.

     


    
      
         

        


        


        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


     

     

    ARTICLE
      IV  

     

    PURCHASE
      PRICE

     

    Section
      4.1  Purchase
      Price.
      In
      consideration of the conveyance to Purchaser of all right, title and interest
      in
      and to the Transferred Assets and the other rights granted to Parent and
      Purchaser hereunder, and subject to the terms and conditions
      hereof:

     

    (a)  Purchaser
      shall, at Closing, assume the Assumed Liabilities; and 

     

    (b)  Parent
      shall, at Closing, pay an aggregate purchase price (the “Purchase
      Price”)
      of
      500,000 shares of voting common stock, par value $0.0013 (“Common
      Stock”),
      of
      Parent, adjusted in accordance with the terms of this Article
      IV
      and
Section
      9.5
      hereto,
      as applicable, which shall be delivered by issuing and delivering a facsimile
      of
      the following stock certificates at Closing, and instructing the Company’s
      transfer agent to deliver by overnight courier the original stock certificates
      no later than two (2) Business Days following the date hereof:  

     

    (i)  One
      stock
      certificate registered in the name of Seller representing 300,000 shares of
      Common Stock (the “Closing
      Date Shares”);
      and

     

    (ii)  One
      stock
      certificate registered in the name of JPMorgan Chase Bank (the
      “Escrow
      Agent”),
      as
      nominee for the Seller, representing 200,000 shares of Common Stock (the
“Escrow
      Shares”
and,
      together with the Closing Date Shares, the “Shares”).

     

    Section
      4.2  Indemnification
      Escrow.
      The
      Escrow Shares delivered to the Escrow Agent in accordance with Section
      4.1(b)(ii)
      shall be
      held by the Escrow Agent and shall be paid in whole or in part in accordance
      with the terms of the Escrow Agreement by and among Parent, Seller, the
      Shareholders, the Shareholder Representative and the Escrow Agent attached
      hereto as Exhibit
      C
      (the
“Escrow
      Agreement”)
      to:


     

    


    (a)  Purchaser
      Indemnified Parties to the extent necessary to satisfy any obligation of the
      Seller and the Shareholders pursuant to Article IX, and

     

    (b)  Seller
      on
      the date that is sixteen (16) months following the Closing Date, to the extent
      that the remaining Escrow Shares, if any, exceed the maximum amount that could
      reasonably be expected to be necessary to satisfy all claims by the Purchaser
      Indemnified Parties asserted on or prior to such date pursuant to Article IX.
      

     


    
      
         

        


        


        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


     

     

         
      ARTICLE V  

    CLOSING

     

    Section
      5.1  Closing.
      Upon the
      terms and subject to the conditions of this Agreement, the closing of the
      transactions contemplated by this Agreement (the “Closing”)
      will
      be coordinated from the offices of Purchaser’s counsel, on December 22, 2005 or
      at such other time and place and on such other date as Purchaser and Seller
      shall agree in writing (the “Closing
      Date”);
      provided that the effective time of the Closing shall be 12:01 a.m. of the
      Closing Date.

     

    Section
      5.2  Deliveries
      at Closing.
      At the
      Closing:

     

    (a)  Seller
      shall, and the Shareholders shall cause Seller to, deliver or cause to be
      delivered to Parent and/or Purchaser (as applicable) the following:

     

    (i)  the
      Escrow Agreement, duly executed by Seller, the Shareholders and the Shareholder
      Representative; 

     

    (ii)  a
      Bill of
      Sale, duly executed by Seller, in substantially the form attached hereto as
      Exhibit
      D
      (the
“Bill
      of Sale”);

     

    (iii)  an
      Assignment and Assumption Agreement, duly executed by Seller, in substantially
      the form attached hereto as Exhibit
      E
      (the
“Assignment
      and Assumption Agreement”);

     

    (iv)  Chicago
      License Assignment Agreement to assign the Chicago License Agreement from Seller
      to Purchaser, duly executed by Seller, in substantially the form attached hereto
      as Exhibit
      F
      (the
“Chicago
      License Assignment Agreement”);

     

    (v)  URL-Goldberg
      Consent and Assignment Agreement, duly executed by Seller, in substantially
      the
      form attached hereto as Exhibit
      G
      (the
“URL-Goldberg
      Consent and Assignment Agreement”);
      

     

    (vi)  PGNX-URL
      Consent and Assignment Agreement to assign the Exclusive Sublicense Agreement
      from Seller to Purchaser, duly executed by Seller, in substantially the form
      attached hereto as Exhibit
      H
      (the
“PGNX-URL
      Consent and Assignment Agreement”);

     


    
      
         

        


        


        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


     

    (vii)  Patent
      Assignment Agreement, duly executed by Seller, in substantially the form
      attached hereto as Exhibit
      I
      (the
“Patent
      Assignment Agreement”);

     

    (viii)  Registration
      Rights Agreement, duly executed by the Seller and the Shareholders, in
      substantially the form attached as Exhibit
      J
      hereto
      (the “Registration
      Rights Agreement”);

     

    (ix)  releases,
      in form and substance reasonably satisfactory to Parent, evidencing discharge,
      removal and termination of all Liens (other than Permitted Liens) to which
      any
      Transferred Assets being conveyed at the Closing are subject, which releases
      shall be effective at or prior to the Closing;

     

    (x)  a
      certificate, dated the Closing Date, duly executed by the President of Seller,
      on behalf of Seller, certifying as to (a) the attached copy of the action by
      unanimous written consent of the Board of Directors of Seller authorizing and
      approving the execution, delivery and performance of, and the consummation
      of
      the transactions contemplated by, this Agreement and any other documents or
      instruments contemplated hereby, and stating that the resolutions thereby
      certified have not been amended, modified, revoked or rescinded, and (b) the
      attached copy of the action by written consent of the Shareholders authorizing
      and approving the execution, delivery and performance of, and the consummation
      of the transactions contemplated by, this Agreement and any other documents
      or
      instruments contemplated hereby, and stating that the action thereby certified
      has not been amended, modified, revoked or rescinded; and

     

    (xi)  such
      other duly executed documents and certificates as may be required to be
      delivered by Seller pursuant to the terms of this Agreement or as may be
      reasonably requested by Parent prior to the Closing.

     

    (b)  The
      Shareholders shall deliver, or cause to be delivered to Purchaser, the
      following:

     

    (i)  the
      Escrow Agreement, duly executed by the Shareholders and the Shareholder
      Representative;

     

    (ii)  such
      other duly executed documents and certificates as may be required to be
      delivered by the Shareholders pursuant to the terms of this Agreement or as
      may
      be reasonably requested by Purchaser prior to the Closing.

     


    
      
         

        


        


        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


     

    (c)  Parent
      shall deliver, or cause to be delivered to Seller, the following:

     

    (i)  a
      facsimile copy of the stock certificate, registered in the name of Seller,
      representing the Closing Date Shares;

     

    (ii)  the
      Escrow Agreement, duly executed by Parent and the Escrow Agent;

     

    (iii)  the
      Bill
      of Sale, duly executed by Purchaser;

     

    (iv)  the
      Assignment and Assumption Agreement, duly executed by Purchaser;

     

    (v)  the
      Registration Rights Agreement, duly executed by the Parent; 

     

    (vi)  the
      Chicago License Assignment Agreement, duly executed by Purchaser;

     

    (vii)  the
      URL-Goldberg Consent and Assignment Agreement, duly executed by
      Purchaser;

     

    (viii)  The
      PGNX-URL Consent and Assignment Agreement, duly executed by
      Purchaser;

     

    (ix)  The
      Patent Assignment Agreement, duly executed by Purchaser;

     

    (x)  a
      certificate, dated the Closing Date, duly executed by Parent, certifying as
      to
      the attached copy of the resolutions of the Board of Directors of Parent
      authorizing and approving the execution, delivery and performance of, and the
      consummation of the transactions contemplated by, this Agreement and any other
      documents or instruments contemplated hereby, and stating that the action
      thereby certified has not been amended, modified, revoked or
      rescinded;

     

    (xi)  such
      other duly executed documents and certificates as may be required to be
      delivered by Parent or Purchaser pursuant to the terms of this Agreement or
      as
      may be reasonably requested by Seller prior to the Closing; and

     


    
      
         

        


        


        
        

      

      
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    (xii)  a
      certificate, dated the Closing Date, duly executed by Purchaser, certifying
      as
      to (a) the attached copy of the action by written consent of the Board of
      Directors of Purchaser authorizing and approving the execution, delivery and
      performance of, and the consummation of the transactions contemplated by, this
      Agreement and any other documents or instruments contemplated hereby, and
      stating that the action thereby certified has not been amended, modified,
      revoked or rescinded and (b) the attached copy of the action by written consent
      of the sole shareholder of Purchaser authorizing and approving the execution,
      delivery and performance of, and the consummation of the transactions
      contemplated by, this Agreement and any other documents or instruments
      contemplated hereby, and stating that the action thereby certified has not
      been
      amended, modified, revoked or rescinded.

     

    (d)  Parent
      shall deliver, or cause to be delivered to the Shareholders, the following
      such
      other duly executed documents and certificates as may be required to be
      delivered by Parent or Purchaser pursuant to the terms of this Agreement or
      as
      may be reasonably requested by the Shareholders prior to the
      Closing.

     

    (e)  Parent
      and Seller shall deliver, or cause to be delivered to the Escrow Agent, the
      following:

     

    (i)  The
      Escrow Agreement duly executed by Parent, Seller, the Shareholders and the
      Shareholder Representative; and

     

    (ii)  a
      facsimile copy of the stock certificate representing the Escrow Shares, in
      form
      and substance reasonably satisfactory to Purchaser, Seller and the Escrow
      Agent.

     

     

    ARTICLE
      VI  

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLER AND THE SHAREHOLDERS

     

    Except
      as
      otherwise disclosed to Parent in a schedule delivered to Parent by Seller and
      the Shareholders prior to the execution of this Agreement (with specific
      reference to the representations and warranties in this Article
      VI
      to which
      the information in such schedule relate) (the “Disclosure
      Schedule”),
      Seller and the Shareholders, jointly and severally, represent and warrant to
      Parent and Purchaser as follows:

     


    
      
         

        


        


        
        

      

      
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    Section
      6.1  Organization
      and Good Standing.
      Seller
      is a corporation duly incorporated, validly existing and in good standing under
      the Laws of the State Nevada and has all requisite corporate power and authority
      to own, lease, operate and otherwise hold its properties and assets and to
      carry
      on its business (including, without limitation, the Business) as presently
      conducted. Seller is duly qualified or licensed to do business as a foreign
      corporation and is in good standing in every jurisdiction in which the nature
      of
      the business conducted by it (including, without limitation, the Business)
      or
      the assets or properties owned or leased by it requires qualification, except
      where the failure to be so qualified, licensed or in good standing would not,
      individually or in the aggregate, be reasonably likely to have a Material
      Adverse Effect.

     

    Section
      6.2  Authorization
      and Effect of Agreement.
      Seller
      has all requisite corporate power and Seller and the Shareholders have all
      requisite legal authority to execute and deliver this Agreement and the
      Collateral Agreements to which they are or are proposed to be a party and to
      perform their respective obligations hereunder and under any such Collateral
      Agreements. The execution and delivery of this Agreement and the Collateral
      Agreements by Seller and the Shareholders and the performance by Seller and
      the
      Shareholders of their respective obligations hereunder and thereunder, as the
      case may be, and the consummation by Seller and the Shareholders of the
      transactions contemplated hereby and thereby, as the case may be, have been
      duly
      authorized by its Boards of Directors and all of the shareholders of the Seller,
      in the case of Seller, and no other corporate or other action on the part of
      any
      of Seller or the Shareholders is necessary to authorize the execution and
      delivery of this Agreement and the Collateral Agreements to which they are
      or
      are proposed to be a party or the consummation of the transactions to which
      they
      are or are proposed to be a party contemplated hereby or thereby. This Agreement
      has been duly and validly executed and delivered by Seller and the Shareholders
      and constitutes a legal, valid and binding obligation of Seller and the
      Shareholders, enforceable against Seller and the Shareholders in accordance
      with
      its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and similar laws affecting creditors’ rights and
      remedies generally.

     


    
      
         

        


        


        
        

      

      
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    Section
      6.3  Consents
      and Approvals; No Violations.
      No
      filing with, and no Permit or Consent of any Governmental Authority or any
      other
      Person is necessary for consummation of the transactions contemplated by this
      Agreement or any Collateral Agreements. Neither the execution and delivery
      of
      this Agreement or any Collateral Agreement by Seller or the Shareholders who
      are
      or are proposed to be a party nor the consummation by Seller or the Shareholders
      of the transactions contemplated by this Agreement or any Collateral Agreement
      to which they are or are proposed to be a party nor compliance by Seller or
      the
      Shareholders with any of the provisions hereto or thereto will (a) conflict
      with
      or result in any breach of any provision of the certificate of incorporation
      or
      by-laws of Seller, (b) result in a violation or breach of, or constitute (with
      or without due notice or lapse of time or both) a default (or give rise to
      any
      right of termination, modification, cancellation or acceleration or loss of
      material benefits) under, any of the terms, conditions or provisions of any
      Contract to which Seller or any Shareholder is a party or may be subject or
      which is included in the Transferred Assets or the Assumed Liabilities or (c)
      violate any Permit or Law applicable to Seller or any Shareholder, the
      Transferred Assets, the Assumed Liabilities or the Business, except in the
      case
      of clauses (b) or (c), for violations, breaches or defaults which would not,
      individually or in the aggregate, be reasonably likely to have a Material
      Adverse Effect.

     

    Section
      6.4  No
      Third Party Options.
      Except
      for this Agreement, there are no existing agreements, options, commitments
      or
      other rights granting any Person the right to acquire Seller’s or any
      Shareholder’s right, title or interest in or to any of the Transferred Assets or
      any interest therein.

     

    Section
      6.5  Permits;
      Compliance with Law.

     

    (a)  Seller
      holds all Permits necessary for the lawful conduct of the Business under and
      pursuant to all applicable Laws, except where the failure to hold any such
      Permits would not, individually or in the aggregate, be reasonably likely to
      have a Material Adverse Effect. 

     

    (b)  The
      Business is being and has been conducted in compliance, in all material
      respects, with all Permits and applicable Laws.

     

    Section
      6.6  Litigation.
      There is
      no action, proceeding, claim, suit, opposition, challenge, cancellation
      proceeding, reexamination, interference proceeding, charge or investigation
      (collectively, “Proceedings”)
      pending or, to Seller’s and each Shareholder’s knowledge, threatened, that
      questions the validity of this Agreement or any Collateral Agreement or any
      action taken or to be taken in connection with this Agreement or any Collateral
      Agreement. There are no Proceedings pending or, to Seller’s and each
      Shareholder’s knowledge, threatened that relate to the Transferred Assets, the
      Assumed Liabilities or the Business. There are no outstanding judgments, writs,
      injunctions, orders, decrees or settlements that apply, in whole or in part,
      to
      the Transferred Assets, the Assumed Liabilities or the Business or that restrict
      the ownership or use of the Transferred Assets, the Assumed Liabilities or
      the
      Business in any way.

     


    
      
         

        


        


        
        

      

      
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    Section
      6.7  Assets
      Necessary to Business; No Other Agreements.
      The
      Transferred Assets and the Excluded Assets constitute all of the rights,
      properties and assets used or held for use in or necessary for the conduct
      or
      operation of the Business as presently conducted. Other than the Excluded
      Assets, immediately following the Closing, none of Seller or the Shareholders
      (or any of their respective Affiliates) will own or lease any rights, properties
      or assets which are used or held for use in or necessary for the conduct of
      the
      Business as presently conducted. Other than the Chicago License Agreement,
      the
      URL-Goldberg Agreement and Exclusive Sub-License Agreement, neither Seller
      nor
      the Shareholders are party to any Contract relating to the Compound. Other
      than
      the Chicago License Agreement, neither Seller nor the Shareholders are party
      to
      any Contract with the University of Chicago. Neither Seller nor any Shareholder
      has entered into any agreement or arrangement which conflicts with Seller’s
      obligations under the Exclusive Sub-License Agreement, the URL-Goldberg
      Agreement or the Chicago License Agreement or that restricts, impairs or renders
      conditional the rights granted to Purchaser under the Exclusive Sub-License
      Agreement, the URL-Goldberg Agreement or the Chicago License
      Agreement.

     

    Section
      6.8  Financial
      Statements.

     

    (a)  Section 6.8(a)
      of the Disclosure Schedule sets forth the unaudited balance sheets, summary
      of
      operations and statements of unappropriated retained earnings for the Business
      as of and for the year ended April 30, 2004 and April 30, 2005 (collectively,
      the “Financial
      Statements”).

     

    (b)  The
      balance sheets included in the Financial Statements fairly present in all
      material respects the financial position of the Business as of the date thereof
      and the summary of operation statements included in the Financial Statements
      fairly present in all material respects the financial position and the results
      of operations of the Business as of and for the period then ended. The Financial
      Statements have been prepared in accordance with the books and records of the
      Business consistent with past practice.

     

    Section
      6.9  Absence
      of Certain Changes.
      Since
      December 31, 2004, (a) Seller has operated the Business in the ordinary course
      of business consistent with past practice and (b) there has not occurred any
      event or condition that, individually or in the aggregate, has had or is
      reasonably likely to have a Material Adverse Effect.

     

    Section
      6.10  No
      Default.
      None of
      Seller or the Shareholders have committed, or received notice of, any default
      or
      violation (and no event has occurred which with notice or lapse of time or
      both
      would constitute a default or violation or loss of any material benefit) of
      any
      term, condition or provision of (a) any Contract to which Seller or any
      Shareholder is a party or may be subject that is included in the Transferred
      Assets or the Assumed Liabilities or otherwise relates to or affects the
      Business or (b) any order, writ, injunction, decree, statute, treaty, rule
      or
      regulation applicable to the Business or any of the Transferred Assets or the
      Assumed Liabilities.

     


    
      
         

        


        


        
        

      

      
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    Section
      6.11  Contracts.

     

    (a)  Section 6.11(a)
      of the Disclosure Schedule sets forth a complete and accurate list of all
      material Contracts relating to the Business and any Contract relating to the
      Compound.

     

    (b)  Section
      6.11(b) of the Disclosure Schedule sets forth a complete and accurate list
      of
      all Contracts requiring consent to the assignment thereof to Purchaser
      (individually, a “Contract
      Requiring Consent”
and
      collectively, the “Contracts
      Requiring Consent”).

     

    (c)  (i)
      Each
      Contract included in the Transferred Assets or the Assumed Liabilities is legal,
      valid, binding and enforceable against Seller or any of the Shareholders party
      thereto, as the case may be, and to Seller’s and each Shareholder’s knowledge,
      against each other party thereto, is in full force and effect and will continue
      to be so legal, valid, binding and enforceable and in full force and effect
      following the assignment of such Contract at the Closing, and (ii) none of
      Seller or any of the Shareholders and, to Seller’s and each Shareholder’s
      knowledge, no other party, is in breach or default, and no event has occurred
      which would constitute (with or without notice or lapse of time or both) a
      breach or default (or give rise to any right of termination, modification,
      cancellation or acceleration) or loss of any benefits under any such Contract,
      except in each case as would not, individually or in the aggregate, be
      reasonably likely to have a Material Adverse Effect.

     

    (d)  Seller
      has delivered to Parent complete and accurate copies of each Contract, or where
      they are oral, complete and accurate written summaries thereof, listed in
      Section 6.11(a) of the Disclosure Schedule. Since December 31, 2004, there
      has been no material modification, waiver, breach or termination of any such
      Contract or any material provision thereto. To the knowledge of Seller and
      each
      Shareholder, no modification, waiver, breach or termination of any Contract
      listed in Section 6.11(a) of the Disclosure Schedule is contemplated and no
      Contract listed in Section 6.11(a) of the Disclosure Schedule (other than those
      so noted in the Disclosure Schedule) is terminable or cancelable as a result
      of
      the consummation of the transactions contemplated in this
      Agreement.

     

    (e)  There
      are
      no non-competition or non-solicitation agreements or any similar agreements
      or
      arrangements that would restrict or hinder the operation or conduct of the
      Business or use of any of the Transferred Assets or any “earn-out” agreements or
      arrangements to which Seller or any Shareholder is a party or to which Seller,
      any Shareholder, the Business or the Transferred Assets is or may be subject
      (other than this Agreement or pursuant to this Agreement).

     

    Section
      6.12  Employees.
      Seller
      does not have any employees.

     


    
      
         

        


        


        
        

      

      
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    Section
      6.13  Title
      to Assets.
      Seller
      is the sole owner or exclusive licensee of, or has the right to use, and has
      good, valid and marketable title to, the Transferred Assets free and clear
      of
      any Liens (other than Permitted Liens). 

     

    Section
      6.14  Assignment
      of Contracts.
      No
      provision of any Contract, arrangement, understanding or Law or other item
      which
      binds or may bind the Business or is included in the Transferred Assets or
      the
      Assumed Liabilities, prevents, materially hinders or would prevent or materially
      hinder the Business from assigning the Assumed Contracts or arrangements, other
      than any necessary consent listed on Schedule 6.11(b).

     

    Section
      6.15  Environmental.
      (i)
      Except as would not, individually or in the aggregate, be reasonably likely
      to
      have a Material Adverse Effect, there has been no Release or threatened Release
      of any Hazardous Substance from, onto or under any of the properties (including,
      without limitation, soils, groundwater, surface water, buildings or other
      structures) currently or formerly owned, leased or operated by Seller or the
      Business, and (ii) Seller has provided to Parent copies of all material reports
      in the possession of Seller, including, without limitation, “Phase I,” “Phase
      II,” “environmental assessment” and similar reports, relating to the
      environmental condition of the Business or the Transferred Assets or the
      compliance of Seller, the Business or the Transferred Assets with Environmental
      Laws.

     

    Section
      6.16  No
      Broker.
      No
      agent, broker, investment banker, financial advisor or other firm or Person
      is
      or will be entitled to any broker’s or finder’s fee or any other commission or
      similar fee payable by Seller or any Shareholder in connection with any of
      the
      transactions contemplated by this Agreement.

     

    Section
      6.17  No
      Misleading Statements.
      The
      representations and warranties made by Seller and the Shareholders in this
      Agreement, including, without limitation, the exhibits and schedules hereto,
      do
      not include any untrue statement of a material fact or omit to state any
      material fact.

     

    Section
      6.18  Employee
      Benefits.
      Since
      December 31, 2004, the Seller has not had any Benefit Plans or been party to
      or
      participated in any Benefit Plans. 

     


    
      
         

        


        


        
        

      

      
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    Section
      6.19  Taxes.

     

    (a)  All
      Tax
      Returns required to be filed and relating in any manner to any of the
      Transferred Assets or the Business have been timely filed. All such Tax Returns
      (i) were prepared in the manner required by applicable Law and (ii) are true,
      correct and complete in all material respects.

     

    (b)  Seller
      has paid, or caused to be paid, all Taxes due with respect to any of the
      Transferred Assets or the Business whether or not shown (or required to be
      shown) on a Tax Return.

     

    (c)  There
      has
      been no notice of a deficiency or assessment or other claim relating in any
      manner to any of the Transferred Assets or the Business from any Taxing
      Authority which has not been fully paid or finally settled. There are no current
      audits or examinations of, and no notice of audit or examination of, any Tax
      Return that relates to any of the Transferred Assets or the Business. Seller
      has
      not given nor has there been given on Seller’s behalf a waiver or extension of
      any statute of limitations relating to the payment of Taxes relating to any
      of
      the Transferred Assets or the Business. 

     

    (d)  Seller
      has complied with all applicable Laws, rules and regulations relating to the
      withholding of Taxes and the payment thereof to the appropriate Taxing
      Authority, including, without limitation, Taxes required to have been withheld
      and paid in connection with amounts paid or owing to any employee or independent
      contractor.

     

    (e)  No
      claim
      has ever been made by any Taxing Authority with respect to any of the
      Transferred Assets or the Business in a jurisdiction where Seller does not
      file
      Tax Returns that Seller may be subject to taxation in that
      jurisdiction.

     

    (f)  There
      are
      no encumbrances or security interests on any of the Transferred Assets that
      arose in connection with any failure (or alleged failure) to pay any Taxes
      and,
      except for Liens for real and personal property Taxes that are not yet due
      and
      payable, there are no Liens for any Tax upon any Transferred Asset. Neither
      Parent nor Purchaser will be liable for, and none of the Transferred Assets
      will
      be subject to a Lien with respect to, any Taxes arising out of, relating to
      or
      in respect of the Business or any of the Transferred Assets for any tax period
      or portion thereof ending on or after the Closing Date.

     

    (g)  None
      of
      the Transferred Assets is (i) “tax-exempt use property” within the meaning of
      Section 168(h) of the Code, or (ii) “tax-exempt bond financed property” within
      the meaning of Section 168(g)(5) of the Code.

     

    (h)  The
      Transferred Assets do not include any shares of capital stock of, or any other
      interest in, any Affiliate of Seller, or any other Person.

     


    
      
         

        


        


        
        

      

      
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    (i)  For
      purposes of this Agreement:

     

    (i)  “Tax”
and
      “Taxes”
mean
      any
      and
      all federal, state, local and foreign taxes, assessments and other governmental
      charges, duties, impositions, levies and liabilities, including, without
      limitation, taxes based upon, measured by, or with respect to income,
      net income, gross income, earnings, profits or gross receipts, or any sales,
      use, ad valorem, transfer, franchise, license, withholding, payroll, employment,
      excise, severance, stamp, occupation, premium, property, windfall profits,
      environmental, alternative, add-on minimum, custom duties, capital stock, social
      security (or similar), unemployment, disability, gains,
      recapture, estimated,
      or other taxes, fees, assessments or charges of any kind whatsoever, together
      with any interest, penalty, and addition thereto. “Taxes” also includes any
      liability as a transferee or successor, by contract or otherwise for any item
      listed in the previous sentence.

     

    (ii)  “Tax
      Return”
means
      any return, declaration, report, claim, election, notice or information return
      or statement or other document (including, without limitation, any related
      or
      supporting information, schedules, or exhibits) filed or required to be filed
      with any federal, state, local or foreign Governmental Authority or other
      authority in connection with any Tax or estimated Tax.

     

    Section
      6.20  Proprietary
      Rights.

     

    (a)  To
      the
      knowledge of the Seller and each Shareholder, the representations, warranties,
      agreements and other statements contained in Section 8.1 of the Exclusive
      Sublicense Agreement are true and correct as of the date hereof. Exhibit
      B
      identifies all U.S. and foreign Patent Rights in the possession of Seller or
      any
      of the Shareholders used in, held for use in, necessary for or otherwise
      relating to the Business (including, without limitation, all Patent Rights
      that
      cover the Compound or any formulation of, process for preparing, intermediates
      for preparing, uses of, packaging or means of delivery of the Compound,
      collectively, the “Business
      Patents”)
      by
      disclosing as applicable for each such Patent Right: (i) country, (ii) title,
      (iii) application number, (iv) application filing date, (v) patent number,
      (vi)
      patent issue date, (vii) all inventors, (viii) all owners, co-owners and/or
      assignees, and (viv) all Liens (other than Permitted Liens) including, without
      limitation, exclusive and nonexclusive licenses. 

     

    Section
      6.21  Ownership.
      The
      Shareholders directly own all of the issued and outstanding equity securities
      of
      Seller and all rights, to the extent such rights exist, to purchase or otherwise
      receive equity securities of Seller.

     

    Section
      6.22  Business.
      Since
      its inception, Seller has engaged in no activities or operations other than
      the
      Business. 

     


    
      
         

        


        


        
        

      

      
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    Section
      6.23  Entirely
      for Own Account.
      Seller
      and the Shareholders are acquiring the Shares for investment for their own
      account, not as nominees or agents, and not with a view to the resale or
      distribution of any part thereof, and have no present intention of selling,
      granting any participation, or otherwise distributing the Shares, except, with
      respect to Seller, as required to effectuate the reorganization contemplated
      by
      this Agreement. 

     

    Section
      6.24  Disclosure
      of Information.
      Seller
      has received all the information from Parent and its management that Seller
      considers necessary or appropriate for deciding whether to acquire the Shares
      hereunder. Seller further represents that it has had an opportunity to ask
      questions of Parent regarding Parent’s business, management and financial
      affairs and such questions were answered to its satisfaction. 

     

    Section
      6.25  Investment
      Experience and Accredited Investor Status. Each
      Shareholder is an accredited investor (as defined in Regulation D promulgated
      under the Securities Act) and acknowledges that it is able to fend for itself,
      and bear the economic risk of its investment in Parent and has such knowledge
      and experience in financial or business matters that it is capable of evaluating
      the merits and risks of the investment in the Shares hereunder.

     

    Section
      6.26  Restricted
      Securities.
      Seller
      understands that the Shares, when issued, will be restricted securities under
      the federal securities laws inasmuch as they are being acquired from Parent
      in a
      transaction not involving a public offering and that under such laws and
      applicable regulations such securities may be resold without registration under
      the Securities Act only in certain limited circumstances. In this connection,
      Seller represents that it is familiar with Rule 144, as presently in effect,
      and
      understands the resale limitations imposed thereby and by the Securities
      Act.

     

    Section
      6.27  Legends.
      The
      Shares shall not be sold or transferred unless either (i) they first shall
      have been registered under the Securities Act, (ii) they are sold pursuant
      to
      Rule 144 under the Securities Act and, if requested by Parent’s transfer agent,
      Parent is furnished with an opinion of legal counsel reasonably satisfactory
      to
      Parent, to the effect that such sale or transfer is exempt from the registration
      requirements of the Securities Act or (iii) Parent first shall have been
      furnished with an opinion of legal counsel reasonably satisfactory to Parent,
      to
      the effect that such sale or transfer is exempt from the registration
      requirements of the Securities Act. It is understood that the certificates
      evidencing the Shares will bear the following legend:

     


    
      
         

        


        


        
        

      

      
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    “These
      securities have not been registered under the Securities Act of 1933, as
      amended. They may not be sold, offered for sale, pledged, hypothecated or
      otherwise transferred in the absence of a registration statement in effect
      with
      respect to the securities under such Act or, if requested, an opinion of counsel
      satisfactory to Parent is obtained to the effect that such registration is
      not
      required.” 

     

    Section
      6.28  Univertical
      Transfer.

     

    (a)  The
      Assignment and Assumption Agreement (the “Univertical
      Assignment”)
      by and
      among the Seller, Univertical Ria Labs, Incorporated (“Univertical”)
      and
      the shareholders of Univertical was duly executed by the parties thereto and
      delivered to the Parent prior to the date hereof, has not been amended and
      is in
      full force and effect.

     

    (b)  The
      Univertical Assignment duly and validly conveyed all assets and liabilities
      of
      Univertical, including any assets and liabilities conveyed to the shareholders
      of Univertical upon the dissolution of Univertical, to the Seller.

     

    (c)  At
      the
      time of execution of the Univertical Assignment no Person other than the
      Shareholders owned or controlled directly or indirectly, and no Person other
      than the Shareholders, William Drell and Elizabeth Gayle Slatter has ever owned
      or controlled directly or indirectly, any capital stock or other securities
      of,
      or any ownership interests in, Univertical.

     

    (d)  All
      capital stock, securities and ownership interests in Univertical held by William
      Drell were conveyed to The Drell Trust prior to the effective date of the
      Univertical Assignment and remain the property of The Drell Trust other than
      any
      distribution thereof to any of the Shareholders. 

     

     

    ARTICLE
      VII  

     

    REPRESENTATIONS
      AND WARRANTIES OF PARENT AND PURCHASER

     

    Parent
      and Purchaser, jointly and severally, represent and warrant to Seller and the
      Shareholders as follows:

     

    Section
      7.1  Corporate
      Organization.
      Parent
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of the State of Delaware. Purchaser is a corporation duly incorporated,
      validly existing and in good standing under laws of the State of Nevada. Each
      of
      Parent and Purchaser has full power and authority to own, lease, operate and
      otherwise hold its properties and assets and to carry on its business as
      presently conducted. Each of Parent and Purchaser is duly qualified or licensed
      to do business as a foreign corporation and is in good standing in every
      jurisdiction in which the nature of the business conducted by it or the assets
      or properties owned or leased by it requires qualification, except where the
      failure to be so qualified, licensed or in good standing would not, individually
      or in the aggregate, be reasonably likely to have a Material Adverse
      Effect.

     


    
      
         

        


        


        
        

      

      
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    Section
      7.2  Authorization
      and Effect of Agreement.
      Each of
      Parent and Purchaser has the full power and authority to execute and deliver
      this Agreement and the Collateral Agreements to which it is a party and to
      perform its obligations hereunder and thereunder. The execution and delivery
      by
      each of Parent and Purchaser of this Agreement and the Collateral Agreements
      to
      which it is a party and the performance by it of the transactions contemplated
      hereby and thereby have been duly authorized by all necessary corporate action
      on the part of Parent and Purchaser. This Agreement has been duly executed
      and
      delivered by each of Parent and Purchaser constitutes a legal, valid and binding
      obligation of each of Parent and Purchaser, enforceable against them in
      accordance with its terms, subject to applicable bankruptcy, reorganization,
      moratorium and similar Laws affecting creditors’ rights and remedies
      generally.

     

    Section
      7.3  Consents
      and Approvals; No Violations.
      No
      filing with, and no Permit or Consent of any Governmental Authority is necessary
      for the consummation by Parent or Purchaser of the transactions contemplated
      by
      this Agreement and any Collateral Agreements. Neither the execution and delivery
      of this Agreement and any Collateral Agreement by each of Parent or Purchaser
      nor the consummation by each of Parent or Purchaser of the transactions
      contemplated by this Agreement and any Collateral Agreements to which it is
      a
      party, nor compliance by Parent or Purchaser with any of the provisions hereof
      or thereof will (a) conflict with or result in any breach of any provision
      of
      their respective certificates of incorporation or by-laws, (b) result in a
      violation or breach of, or constitute (with or without due notice or lapse
      of
      time or both) a default (or give rise to any right of termination, cancellation
      or acceleration or loss of material benefits) under, any of the terms,
      conditions or provisions of any Contract to which Parent or Purchaser is a
      party
      or by which either Parent or Purchaser or any of their properties or assets
      may
      be bound or (c) violate any order, writ, injunction, decree, statute, treaty,
      rule or regulation applicable to Parent or Purchaser, or any of their properties
      or assets, except in the case of clauses (b) or (c) for violations, breaches
      or
      defaults which would not, in the aggregate, prevent or materially delay the
      consummation of the transactions contemplated by this Agreement.

     

    Section
      7.4  No
      Broker.
      No
      agent, broker, investment banker, financial advisor or other firm or Person
      is
      or will be entitled to any broker’s or finder’s fee or any other commission or
      similar fee in connection with any of the transactions contemplated by this
      Agreement.

     


    
      
         

        


        


        
        

      

      
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    Section
      7.5  SEC
      Reports.
      Since
      January 1, 2003, Parent has filed all required reports, schedules, forms,
      statements and other documents with the SEC (the “Parent
      SEC Documents”),
      except where the failure to file such Parent SEC Documents would not,
      individually or in the aggregate, have a material adverse effect on the
      business, operations, assets, liabilities, condition (financial or otherwise),
      results of operations of Parent or the timely consummation of the transactions
      contemplated by this Agreement. As of their respective dates, the Parent SEC
      Documents complied as to form in all material respects with the requirements
      of
      the Securities Act or the Securities Exchange Act, as the case may be, and
      the
      rules and regulations of the SEC promulgated thereunder applicable to such
      Parent SEC Documents, and no Parent SEC Documents when filed contained any
      untrue statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary in order to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading.


     

    Section
      7.6  Financial
      Statements.
      Parent
      made available to Seller (i) Parent’s audited financial statements for the year
      ended December 31, 2004 contained in Parent’s annual report on Form 10-K (the
“Audited
      Financial Statements”);
      and
      (ii) Parent’s unaudited financial statements for the quarter ended March 31,
      2005, the quarter ended June 30, 2005 and the quarter ended September 30, 2005
      contained in Parent’s quarterly reports on Form 10-Q (collectively with the
      Audited Financial Statements, “Parent
      Financial Statements”).
      Parent Financial Statements have been prepared in accordance with generally
      accepted accounting principles (“GAAP”)
      applied on a consistent basis throughout the periods indicated (except as may
      be
      indicated in such Parent Financial Statements or the notes thereto or as
      permitted by Form 10-Q) and fairly present in all material respects the
      financial condition and operating results of Parent as of the dates, and for
      the
      periods, indicated therein (subject, in the case of unaudited statements, to
      normal year-end audit adjustments). 

     

    Section
      7.7  Parent
      Common Stock.
      When
      issued to Seller as the Purchase Price in accordance with the terms hereof,
      the
      Shares will be duly authorized, validly issued, fully paid and nonassessable.
      

     


    
      
         

        


        


        
        

      

      
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      ARTICLE VIII  

     

    COVENANTS

     

    Section
      8.1  Access.
      Seller
      shall, and the Shareholders shall cause Seller to, afford to officers,
      employees, accountants, counsel and other representatives of Parent reasonable
      access to all of the assets, properties, personnel, books and records of Seller
      relating to the Business, the Transferred Assets and the Assumed
      Liabilities.

     

    Section
      8.2  Notification.
      Seller
      and the Shareholder Designee shall promptly notify Parent, and Parent shall
      promptly notify Seller and the Shareholder Designee, of any litigation,
      arbitration or administrative proceeding (including, without limitation,
      interference proceedings and reexaminations) pending or, to their knowledge,
      threatened against Seller, any of the Shareholders, Purchaser or Parent, as
      the
      case may be, which challenges the transactions contemplated by this Agreement
      or
      any Collateral Agreement.

     

    Section
      8.3  No
      Inconsistent Action.
      None of
      Purchaser, Parent, Seller or any of the Shareholders will take any action which
      is inconsistent with its respective obligations under this
      Agreement.

     

    Section
      8.4  Further
      Assurances.
      From
      time to time after the Closing, without additional consideration, each party
      hereto will (or, if appropriate, cause its Affiliates to) execute and deliver
      such further instruments and take such other action as may be necessary or
      reasonably requested by the other party to make effective the transactions
      contemplated by this Agreement and the Collateral Agreements and to provide
      the
      other party with the intended benefits of this Agreement and the Collateral
      Agreements. Without limiting the foregoing, upon reasonable request of Parent
      or
      Purchaser, Seller shall, the Shareholders shall cause Seller to, and Seller
      and
      the Shareholders shall cause their respective Affiliates to, as applicable,
      execute, acknowledge and deliver all such further assurances, deeds,
      assignments, consequences, powers of attorney and other instruments and paper
      as
      may be required to sell, transfer, assign, convey and deliver to Purchaser
      all
      right, title and interest in, to and under the Transferred Assets. If any party
      to this Agreement shall, following the Closing, have in its possession any
      asset
      or right (including, without limitation, with respect to any Proprietary Rights)
      which under this Agreement should have been delivered to the others, such party
      shall promptly deliver such asset or right to the others.

     


    
      
         

        


        


        
        

      

      
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    Section
      8.5  Transfer
      Taxes.
      Notwithstanding any other provision of this Agreement, all transfer,
      registration, stamp, documentary, sales, use and similar taxes, and any
      penalties, interest and additions to tax, incurred in connection with this
      Agreement or the transfer of the Business and the Transferred Assets shall
      be
      the responsibility of and be timely paid by Seller. Seller, the Shareholders
      and
      Parent shall cooperate in the timely making of all filings, returns, reports
      and
      forms as may be required in connection therewith. 

     

    Section
      8.6  Bulk
      Sales Laws.
      The
      parties hereto hereby waive compliance with the provisions of any applicable
      bulk sales laws, including, without limitation, Article 6 of the Uniform
      Commercial Code as it may be in effect in any applicable jurisdiction
      (“Bulk
      Sales Laws”).
      This
      provision shall not be deemed to in any way limit the indemnity provided for
      in
Article
      IX
      hereto.

     

    Section
      8.7  Confidentiality.
      The
      parties hereto agree that all information shall be kept confidential in
      accordance with the terms of the Confidentiality Agreement, dated as of October
      17, 2005, between Parent and Seller. 

     

    Section
      8.8  Non-Competition.
      From the
      Closing and for a period of three (3) years thereafter, the Seller and the
      Shareholders shall not, and shall cause their Affiliates not to, directly or
      indirectly, lend funds to, or provide any management, consulting, financial,
      administrative or other services to, or own any interest or invest in, any
      business engaged in developing, licensing, commercializing or manufacturing
      any
      pharmaceutical product that competes with pharmaceutical products or product
      candidates containing the Compound as an active ingredient developed or
      commercialized by Parent, Purchaser or any other Affiliate of Parent.


     

    


    Section
      8.9  Market
      Listing.
      Parent
      shall use commercially reasonable efforts to effect the listing of the Shares
      on
      the NASDAQ National Market. 

     

    Section
      8.10  Certain
      Agreements.  Seller
      and the Shareholders acknowledge that, as of the date hereof, Parent is current
      in all payment obligations required by the Exclusive Sub-License Agreement,
      and
      each of Seller and the Shareholders irrevocably waive any claims to the
      contrary. Seller and each of the Shareholders irrevocably waive any claims
      that,
      prior to the date hereof, Parent failed to satisfy any of the diligence
      requirements set forth in Article 4 of the Exclusive Sub-License Agreement.
      Seller and each of the Shareholders irrevocably waive any claims that, prior
      to
      the date hereof, Parent failed to fulfill any of its obligations under the
      Exclusive Sub-License Agreement, or otherwise failed to comply with the terms
      and conditions of the Exclusive Sub-License Agreement.

     


    
      
         

        


        


        
        

      

      
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    Section
      8.11  Covenant
      to Provide Legal Opinions.
      With
      respect to the Shares, Parent covenants and agrees that at such time(s) that
      such shares (or any portion thereof) are sold pursuant to Rule 144 under the
      Securities Act, if requested by Parent’s transfer agent, Parent shall furnish
      (or cause to be furnished) to its transfer agent an opinion of legal counsel,
      to
      the effect that such sale or transfer is exempt from the registration
      requirements of the Securities Act; provided that Parent shall have received
      from the Seller or the Shareholders, as applicable, customary documentation
      relating to such sale or transfer, including a seller’s representation letter, a
      broker’s representation letter and completed Form 144.

     

    Section
      8.12  Certain
      Tax Matters.
      Neither
      Parent nor Purchaser will knowingly take any position on any Tax Return that
      is
      inconsistent with the transaction described in this Agreement qualifying as
      a
“reorganization” within the meaning of Section 368(a)(1)(C) of the
      Code.

     

     

    ARTICLE
      IX  

     

    SURVIVAL;
      INDEMNIFICATION

     

    Section
      9.1  Survival
      of Indemnification Rights.
      Subject
      to the limitations and other provisions of this Agreement, the representations
      and warranties of Seller and the Shareholders contained in Article
      VI
      hereto
      shall survive the Closing and remain in full force and effect for a period
      of
      sixteen (16) months following the Closing Date and, if a claims notice has
      been
      provided by such date, shall remain in full force and effect until final
      resolution thereof; provided
      that (i)
      the representations and warranties contained in Section 6.19
      (Taxes)
      shall survive and remain in full force and effect until sixty (60) calendar
      days
      after the expiration of the applicable statute of limitations (including any
      extension thereof) and (ii) any representation or warranty that is fraudulently
      given shall remain in full force and effect indefinitely. The covenants and
      agreements of Seller and the Shareholders contained in this Agreement shall
      survive and remain in full force and effect for the applicable period specified
      therein, or if no such period is specified, indefinitely. None of the Closing,
      Parent’s waiver of any condition to the Closing or Parent’s knowledge of any
      breach prior to the Closing, shall constitute a waiver of any of the rights
      Parent may have hereunder.

     


    
      
         

        


        


        
        

      

      
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    Section
      9.2  Indemnification
      Obligations.
      Provided
      that a notice of claim is delivered in accordance with Section
      9.3(a),
      Seller
      and the Shareholders shall jointly and severally indemnify, defend and hold
      harmless Parent, Purchaser and any subsidiary, associate, Affiliate, director,
      officer, stockholder or agent of Purchaser or Parent, and their respective
      representatives, successors and permitted assigns (all of the foregoing are
      collectively referred to as the “Purchaser
      Indemnified Parties”)
      from
      and against and pay on behalf of or reimburse such party in respect of, as
      and
      when incurred, all out-of-pocket losses, liabilities, demands, claims, actions
      or causes of action, costs, damages, judgments, debts, settlements, assessments,
      deficiencies, Taxes, penalties, fines or expenses, whether or not arising out
      of
      any claims by or on behalf of a third party, including, without limitation,
      interest, penalties, reasonable attorneys’ fees and expenses and all reasonable
      amounts paid in investigation, defense or settlement of any of the foregoing
      (collectively, “Losses”)
      which
      any such party may suffer, sustain or become subject to, as a result of, in
      connection with, or relating to or by virtue of:

     

    (a)  any
      inaccuracy in, or breach of, any representation or warranty made by Seller
      or
      any of the Shareholders under this Agreement or any Collateral Agreement;


     

    (b)  any
      material breach or non-fulfillment of any covenant or agreement on the part
      of
      Seller or any of the Shareholders under this Agreement or any other Collateral
      Agreement; 

     

    (c)  the
      ownership or operation of the Transferred Assets or the conduct or operation
      of
      the Business or the activities of Seller or any of the Shareholders in
      connection with the Transferred Assets or the Business on or prior to the
      Closing Date; 

     

    (d)  any
      applicable Bulk Sales Laws as a result of the actions contemplated by
Section
      8.6
      hereto;


     

    (e)  any
      fees,
      expenses or other payments incurred or owed by Seller or any of the Shareholders
      to any agent, broker, investment banker or other firm or Person retained or
      employed in connection with the transactions contemplated by this Agreement;
      

     

    (f)  the
      Retained Liabilities; 

     

    (g)  any
      disputes among the shareholders and former shareholders of the Seller or
      Univertical and their estates, heirs, beneficiaries or others relating to the
      allocation or distribution of the Purchase Price; or

     


    
      
         

        


        


        
        

      

      
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    Section
      9.3  Indemnification
      Procedure.

     

    (a)  If
      any
      Purchaser Indemnified Party intends to seek indemnification pursuant to this
      Article
      IX,
      such
      Purchaser Indemnified Party shall promptly notify Seller and the Shareholders
      (the “Indemnifying
      Parties”),
      in
      the case of the Shareholders by delivering notice to the Shareholder Designee,
      in writing of such claim. The Purchaser Indemnified Party will provide the
      Indemnifying Parties, in the case of the Shareholders by delivering notice
      to
      the Shareholder Designee, with prompt notice of any third party claim in respect
      of which indemnification is sought. The failure to provide either such notice
      will not affect any rights hereunder except to the extent the Indemnifying
      Parties are materially prejudiced thereby.

     

    (b)  If
      such
      claim involves a claim by a third party against the Purchaser Indemnified
      Parties, the Indemnifying Parties may, within thirty (30) calendar days after
      receipt of such notice and upon notice to the Purchaser Indemnified Parties,
      assume, through counsel of their own choosing and at their own expense, the
      settlement or defense thereof, and the Purchaser Indemnified Parties shall
      reasonably cooperate with them in connection therewith; provided
      that the
      Purchaser Indemnified Parties may participate in such settlement or defense
      through counsel chosen by it; provided further
      that if
      the Purchaser Indemnified Parties reasonably determine that representation
      by
      the Indemnifying Parties’ counsel of the Indemnifying Parties and the Purchaser
      Indemnified Parties may present such counsel with a conflict of interests,
      then
      the Indemnifying Parties shall pay the reasonable fees and expenses of the
      Purchaser Indemnified Parties’ counsel. Notwithstanding anything in this
Section 9.3
      to the
      contrary, no Indemnifying Parties may, without the prior written consent of
      the
      Purchaser Indemnified Parties, settle or compromise any action or consent to
      the
      entry of any judgment, such consent not to be unreasonably withheld. So long
      as
      the Indemnifying Parties are contesting any such claim in good faith, the
      Purchaser Indemnified Parties shall not pay or settle any such claim without
      the
      Indemnifying Parties’ consent, such consent not to be unreasonably withheld. If
      the Indemnifying Parties are not contesting such claim in good faith, then
      the
      Purchaser Indemnified Parties may conduct and control, through counsel of their
      own choosing and at the expense of the Indemnifying Parties, the settlement
      or
      defense thereof, and the Indemnifying Parties shall cooperate with it in
      connection therewith. The failure of the Purchaser Indemnified Parties to
      participate in, conduct or control such defense shall not relieve the
      Indemnifying Parties of any obligation it may have hereunder.

     

    Section
      9.4  Tax
      Treatment of Indemnification.
      For all
      Tax purposes, the parties hereto agree to treat (and shall cause each of their
      respective Affiliates to treat) any indemnity payment under this Agreement
      as an
      adjustment to the Purchase Price.

     


    
      
         

        


        


        
        

      

      
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    Section
      9.5  Relation
      of Indemnity to Escrow Shares.
      The
      Escrow Agent shall release to the Purchaser Indemnified Parties an amount of
      Escrow Shares such that the value of the released Escrow shares is equal to
      any
      amount that is owed hereunder by the Indemnifying Parties to any Purchaser
      Indemnified Party at such time in accordance with the terms of the Escrow
      Agreement. Such Escrow Shares shall be valued at the last reported sales price
      of the Common Stock as of the end of regular trading hours as reported on the
      NASDAQ National Market, NASDAQ Capital Market or any other national securities
      exchange or nationally recognized trading system on which the Common Stock
      is
      then listed or approved for quotation on the day immediately preceding the
      day
      such Escrow Shares are delivered to the Purchaser Indemnified Party by the
      Escrow Agent or if not so listed or approved for quotation, at the fair market
      value as determined by an independent valuation firm appointed by Parent. The
      rights of any Purchaser Indemnified Party under the preceding sentence are
      in
      addition to any other rights and remedies that such Purchaser Indemnified Party
      may have under this Agreement.

     

    Section
      9.6  Aggregate
      Indemnification Liability.
      Notwithstanding any provision of this Agreement to the contrary, the aggregate
      indemnification liability of Seller and/or the Shareholders under this Agreement
      for a claim made pursuant to Section
      9.2(a)
      properly
      and timely brought by Parent and/or Purchaser (including, without limitation,
      the provision of notice in accordance with the provisions of Section
      10.1(b)
      below)
      shall not exceed the value of the Escrow Shares as of the Closing Date. The
      foregoing limitation on indemnification liability shall not be applicable for
      claims brought by Parent and/or Purchaser for a breach of Sections
      6.11 (Contracts), 6.13 (Title), 6.15 (Environmental), 6.19 (Taxes), 6.20
      (Proprietary Rights), 6.21 (Owership) or 6.28 (Univertical Transfer) of this
      Agreement.

     

     

    ARTICLE
      X  

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      10.1  Notices.
      All
      notices and other communications required or permitted hereunder will be in
      writing and, unless otherwise provided in this Agreement, will be deemed to
      have
      been duly given when delivered in person or when dispatched by electronic
      facsimile transfer (confirmed in writing by mail simultaneously dispatched)
      or
      one (1) Business Day after having been dispatched by a nationally recognized
      overnight courier service to the appropriate party at the address specified
      below:

     


    
      
         

        


        


        
        

      

      
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    (a)  If
      to
      Parent or Purchaser, to:

     

    Progenics
      Pharmaceuticals, Inc.

    777
      Old
      Saw Mill River Road

    Tarrytown,
      New York 10591

    Telecopy:
      914-789-2856

    Attention:
      Mark R. Baker, Senior Vice President and General Counsel

     

    with
      a
      copy (which shall not constitute notice) to:

     

    Dewey
      Ballantine LLP

    1301
      Avenue of the Americas

    New
      York,
      New York 10019

    Telecopy:
      212-259-6333

    Attention:
      Donald Murray

    


    (b)  If
      to
      Seller and, following dissolution of the Seller, to the Shareholder Designee,
      or
      the Shareholders, to:

     

    UR
      Labs,
      Inc.

    2015
      Emily Court

    Carson
      City, Nevada 89703

    Attention:
      Eric L. Drell

     

    with
      a
      copy (which shall not constitute notice) to:

     

    Hale
      Lane
      Peek Dennison and Howard

    5441
      Kietzke Lane, Second Floor

    Reno,
      Nevada 89511

    Telecopy:
      775/786-6179

    Attention:
      James Newman

     

    or
      to
      such other address or addresses as any such party may from time to time
      designate as to itself by like notice.

     

    Section
      10.2  Expenses.
      Except
      as otherwise expressly provided herein, each party hereto will pay any expenses
      incurred by it incident to this Agreement and in preparing to consummate and
      consummating the transactions provided for herein.

     


    
      
         

        


        


        
        

      

      
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    Section
      10.3  Successors
      and Assigns.
      No party
      to this Agreement may assign any of its rights under this Agreement without
      the
      prior written consent of the other parties hereto. Subject to the preceding
      sentence, this Agreement will apply to, be binding in all respects upon, and
      inure to the benefit of the successors and permitted assigns of the parties
      hereto. Nothing expressed or referred to in this Agreement will be construed
      to
      give any Person other than the parties to this Agreement any legal or equitable
      right, remedy or claim under or with respect to this Agreement or any provision
      of this Agreement. This Agreement and all of its provisions and conditions
      are
      for the sole and exclusive benefit of the parties to this Agreement and their
      successors and assigns.

     

     

    Section
      10.4  Extension;
      Waiver.
      Any
      party hereto may, by written notice to the other parties hereto (in the case
      of
      the Shareholders, by delivery of written notice to or by the Shareholder
      Designee) (a) extend the time for performance of any of the obligations of
      the
      other party under this Agreement, (b) waive any inaccuracies in the
      representations or warranties of the other party contained in this Agreement,
      (c) waive compliance with any of the conditions or covenants of the other party
      contained in this Agreement or (d) waive or modify performance of any of the
      obligations of the other party under this Agreement; provided
      that no
      such party hereto may, without the prior written consent of the other parties
      hereto, make or grant such extension of time, waiver of inaccuracies or
      compliance or waiver or modification of performance with respect to its
      representations, warranties, conditions or covenants hereunder. Except as
      provided in the immediately preceding sentence, no action taken pursuant to
      this
      Agreement will be deemed to constitute a waiver of compliance with any
      representations, warranties, conditions or covenants contained in this Agreement
      and will not operate or be construed as a waiver of any subsequent breach,
      whether of a similar or dissimilar nature.

     

    Section
      10.5  Entire
      Agreement.
      This
      Agreement, which includes the schedules and exhibits hereto, supersedes any
      other agreement, whether written or oral, that may have been made or entered
      into by any party relating to the matters contemplated by this Agreement and
      constitutes the entire agreement by and among the parties hereto.

     

    Section
      10.6  Amendments,
      Supplements, Etc.
      This
      Agreement may be amended or supplemented at any time by additional written
      agreements as may mutually be determined by Parent, Seller and the Shareholders
      to be necessary, desirable or expedient to further the purposes of this
      Agreement or to clarify the intention of the parties hereto.

     


    
      
         

        


        


        
        

      

      
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    Section
      10.7  Applicable
      Law; Waiver of Jury Trial.
      This
      Agreement shall be governed by and construed under the laws of the State of
      Nevada (without regard to the conflict of law principles thereof). Each of
      the
      parties hereto irrevocably agrees that any legal action or proceeding with
      respect to this Agreement or for recognition and enforcement of any judgment
      in
      respect hereof shall be brought and determined in any federal or state court
      located within Washoe County, Nevada. Each of the parties hereto hereby (a)
      irrevocably submits with regard to any such action or proceeding to the
      exclusive personal jurisdiction of the aforesaid courts in the event any dispute
      arises out of this Agreement or any transaction contemplated hereby and waives
      the defense of sovereign immunity, (b) agrees that it shall not attempt to
      deny
      or defeat such personal jurisdiction by motion or other request for leave from
      any such court or that such action is brought in an inconvenient forum and
      (c)
      agrees that it shall not bring any action relating to this Agreement or any
      transaction contemplated hereby in any court other than any Nevada state or
      federal court sitting in Washoe County, Nevada. Each of the parties hereby
      irrevocably waives trial by jury in any action to which they are parties
      involving, directly or indirectly, any matter in any way arising out of, related
      to or connected with this Agreement and the transactions contemplated hereby
      and
      thereby.

     

    Section
      10.8  Actions
      by Seller or the Shareholders.
      Where
      any provision of this Agreement indicates that Seller or the Shareholders will
      take any specified action (or refrain from taking any specified action) or
      requires Seller or the Shareholders to take any specified action (or to refrain
      from taking any specified action), then, regardless of whether this Agreement
      specifically provides that the Shareholders will do so, the Shareholders shall
      cause Seller to take such action (or to refrain from taking such action, as
      applicable). The Shareholders will be responsible for the failure of Seller
      to
      take any such action (or to refrain from taking any such action, as
      applicable).

     

    Section
      10.9  Execution
      in Counterparts.
      This
      Agreement may be executed in two (2) or more counterparts, each of which will
      be
      deemed an original, but all of which together will constitute one (1) and the
      same agreement. Facsimile and/or electronically delivered signatures to this
      Agreement and all Collateral Agreements executed in connection herewith shall
      be
      binding on the parties to this Agreement.

     

    Section
      10.10  Titles
      and Headings.
      Titles
      and headings to sections herein are inserted for convenience of reference only,
      and are not intended to be a part of or to affect the meaning or interpretation
      of this Agreement.

     


    
      
         

        


        


        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    


     

    Section
      10.11  Invalid
      Provisions.
      If any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under any present or future Law, and if the rights or obligations under this
      Agreement of Seller on the one hand and Parent on the other hand will not be
      materially and adversely affected thereby, (a) such provision will be fully
      severable, (b) this Agreement will be construed and enforced as if such illegal,
      invalid, or unenforceable provision had never comprised a part hereof, (c)
      the
      remaining provisions of this Agreement will remain in full force and effect
      and
      will not be affected by the illegal, invalid, or unenforceable provision or
      by
      its severance from this Agreement and (d) in lieu of such illegal, invalid
      or
      unenforceable provision, there will be added automatically as a part of this
      Agreement a legal, valid and enforceable provision as similar in terms to such
      illegal, invalid or unenforceable provision as may be possible.

     

    Section
      10.12  Publicity.
      Except
      as otherwise required by applicable Law or the rules and regulations of any
      national securities exchange, no party hereto shall issue any press release
      or
      otherwise make any public statement with respect to the transactions
      contemplated by this Agreement or the Collateral Agreements without prior
      consultation with and consent of the other parties hereto, which consent shall
      not be unreasonably withheld, conditioned or delayed.

     

    Section
      10.13  Specific
      Performance.
      The
      parties hereto agree that if any of the provisions of this Agreement were not
      performed in accordance with their specific terms or were otherwise breached,
      irreparable damage would occur, no adequate remedy at law would exist and
      damages would be difficult to determine, and that the parties hereto shall
      be
      entitled to specific performance of the terms hereof, in addition to any other
      remedy at law or equity.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     


    
      
        
          


          


        

        
        

      

      
        29

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    


     

    PROGENICS
      PHARMACEUTICALS, INC.

     

    


     

    By:

    Name: Mark
      R.
      Baker

    Title: Senior
      Vice President and 

    General
      Counsel

    


    


    PROGENICS
      PHARMACEUTICALS NEVADA, INC.

     

    


     

    By:

    Name:
       Mark
      R.
      Baker

    Title: Secretary

    


    


    UR
      LABS,
      INC.

     

    


     

    By:

    Name:

    Title:

     

    SHAREHOLDERS:

     

    Drell
      Family Trust U/A dated 4/28/88

     

    Ethel
      Drell, Trustee

     

    


     

    Eric
      L.
      Drell

     

    


     

    Eliot
      R.
      Drell

     

    


     


    
      
        
          [Agreement
            and Plan of Reorganization Signature Page]

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

     

    DEFINITIONS
      AND DEFINED TERMS

     

    (a) As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Affiliate”
shall
      mean with respect to any Person, any other Person who, directly or indirectly,
      controls, is controlled by or is under common control with that Person. For
      purposes of this definition, a Person has control of another Person if it has
      the direct or indirect ability or power to direct or cause the direction of
      management policies of such other Person or otherwise direct the affairs of
      such
      other Person, whether through ownership of at least fifty percent (50%) of
      the
      voting securities of such other Person, by Contract or otherwise.

     

    “Benefit
      Plans”
shall
      mean “employee pension benefit plans” (as defined in Section 3(2) of the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”)),
      “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), any
      bonus, deferred compensation, stock bonus, stock purchase, restricted stock,
      stock option, employment, termination, change in control, retention, consulting,
      severance or other employee or fringe benefit plans, programs, policies,
      arrangements and contracts.

     

    “Business
      Day”
shall
      mean a day other than a Saturday, Sunday or other day on which commercial banks
      in Nevada are authorized or required by law to close.

     

    “Chicago
      License Agreement”
shall
      mean the Option and License Agreement, dated May 8, 1985, by and between The
      University of Chicago and Seller, as amended by the Amendment to Option and
      License Agreement, dated September 17, 1987, by and between The University
      of
      Chicago and Seller and the Second Amendment to Option and License Agreement,
      dated March 3, 1989, by and between The University of Chicago, Arch Development
      Corporation and Seller, as thereafter may be amended.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended.

     

    “Collateral
      Agreements”
shall
      mean the Escrow Agreement, Bill of Sale, the Assignment and Assumption
      Agreement, Chicago License Assignment Agreement, URL-Goldberg Consent and
      Assignment Agreement, PGNX-URL Consent and Assignment Agreement and the other
      assignment or transfer documents delivered at the Closing.

     

    “Compound”
means
      any and all quarternary derivatives of noroxymorphone including in particular
      N-methylnaltrexone having the chemical structure C21H26BrNO4.

     

    “Consent”
shall
      mean any consent, approval or authorization of, notice to, or designation,
      registration, declaration or filing with, any Person.

     


    
      
        


        A1

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    “Contract”
shall
      mean any note, bond, mortgage, indenture, contract, agreement, permit, license,
      lease, purchase order, sales order, arrangement or other commitment, obligation
      or understanding, written or oral, to which a Person is a party or by which
      a
      Person or its assets or properties are bound.

     

    “Environmental
      Law”
shall
      mean any Law relating to the protection, investigation or restoration of the
      environment (including, without limitation, natural resources) or the health
      or
      safety of human or other living organisms, including, without limitation, the
      manufacture, introduction into commerce, export, import, handling, use,
      presence, disposal, Release or threatened Release of any Hazardous Substance.
      

     

    “Exclusive
      Sub-License Agreement”
shall
      mean the Exclusive Sublicense Agreement by and between Seller and Parent, dated
      September 21, 2001.

     

    “Goldberg
      Distributees”
shall
      mean Suzanne Glink, Dr. Mark Goldberg and The Claudia Otee Trust.

     

    “Governmental
      Authority”
shall
      mean any federal, state, local or foreign government or any subdivision, agency,
      instrumentality, authority, department, commission, board or bureau thereof
      or
      any federal, state, local or foreign court, tribunal or arbitrator.

     

    “Hazardous
      Substance”
shall
      mean any element, compound, substance or other material (including, without
      limitation, any pollutant, contaminant, hazardous waste, hazardous substance,
      chemical substance, or product) that is listed, classified or regulated pursuant
      to any Environmental Law, including, without limitation, any petroleum product,
      by-product or additive, asbestos, presumed asbestos-containing material,
      asbestos-containing material, medical waste, lead-containing paint or plumbing,
      polychlorinated biphenyls, radioactive material or radon.

     

    “Know
      How”
means
      all technology and information, including, without limitation, methods,
      processes, techniques, compounds, drawings, indications, data, results of tests
      or studies (including clinical studies performed with respect to the Compound,
      whether performed by or under the auspices of Seller, the Shareholders or the
      University), expertise and trade secrets, whether or not patentable, relating
      to
      the Compound or necessary or useful for the research, development, manufacture
      or commercialization of the products containing or consisting of the Compound
      which is owned or controlled by Seller and/or the Shareholders or in which
      Seller and/or one or more of the Shareholders has a license right.

     

    “knowledge”
shall
      mean the knowledge any Person would have after due inquiry.

     

    “Laws”
shall
      mean all federal, state, local or foreign laws, orders, writs, injunctions,
      decrees, ordinances, awards, stipulations, statutes, judicial or administrative
      doctrines, rules or regulations enacted, promulgated, issued or entered by
      a
      Governmental Authority.

     


    
      
        


        A2

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    “Liens”
shall
      mean all title defects or objections, mortgages, liens, claims, charges, pledges
      or other encumbrances of any nature whatsoever, including, without limitation,
      licenses, leases, chattel or other mortgages, collateral security arrangements,
      pledges, title imperfections, defect or objection liens, security interests,
      conditional and installment sales agreements, easements, encroachments or
      restrictions, of any kind and other title or interest retention arrangements,
      reservations or limitations of any nature.

     

    “Material
      Adverse Effect”
shall
      mean a material adverse effect on (i) the Transferred Assets or the Assumed
      Liabilities or the business, operations, assets, liabilities, condition
      (financial or otherwise), results of operations or prospects of the Business
      or
      (ii) the timely consummation of the transactions contemplated by this
      Agreement.

     

    “Patent
      Rights”
means
      any and all (a) U.S. or foreign patents, (b) U.S. or foreign patent
      applications, including, without limitation, all provisional applications,
      substitutions, continuations, continuations-in-part, divisions, renewals, and
      all patents granted thereon, (c) all U.S. or foreign patents-of-addition,
      reissues, reexaminations and extensions or restorations by existing or future
      extension or restoration mechanisms, including, without limitation,
      supplementary protection certificates or the equivalent thereof, and (d) any
      other form of government-issued right substantially similar to any of the
      foregoing.

     

    “Permits”
shall
      mean all permits, licenses, approvals, franchises, notices and authorizations
      issued by any Governmental Authority that are used or held for use in, necessary
      or otherwise relate to the ownership, operation or other use of any of the
      Business or the Transferred Assets.

     

    “Permitted
      Liens”
shall
      mean (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens
      arising or incurred in the ordinary course of business for amounts which are
      not
      material and not yet due and payable and which secure an obligation that is
      an
      Assumed Liability, (ii) Liens arising under sales Contracts and equipment leases
      with third parties entered into in the ordinary course of business which
      constitute Assumed Liabilities in respect of amounts still owing, which Liens
      are reflected in the Interim Financial Statements, and (iii) Liens for Taxes
      and
      other governmental charges that are not due and payable or
      delinquent.

     

    “Person”
shall
      mean any individual, partnership, joint venture, corporation, trust,
      unincorporated organization, Governmental Authority or other
      entity.

     

    “Proprietary
      Rights”
means,
      collectively, any and all rights of the Seller in or to the Compound, including
      the Business Patents and the Know How, whether owned, controlled or held as
      an
      licensee.

     

    “Release”
shall
      mean any release, pumping, pouring, emptying, injecting, escaping, leaching,
      migrating, dumping, seepage, spill, leak, flow, discharge, disposal or
      emission.

     


    
      
        


        A3

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    “Shareholder
      Designee”
shall
      mean Eric L. Drell.

     

    “Taxing
      Authority”
shall
      mean any national, provincial, state or local government, or any subdivision,
      agency, commission or authority thereof exercising tax regulatory, enforcement,
      collection or other authority.

     

    “University”
means
      the University of Chicago and its affiliates including, without limitation,
      ARCH
      Development Corp.

     

    “URL-Goldberg
      Agreement”
shall
      mean Amended and Restated Agreement dated as of June 11, 2001 by and between
      the
      Seller and the Goldberg Distributees.

     


    
      
        


        A4

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Each
      of
      the following terms is defined in the Section set forth opposite such
      term:

     

    
      	
              Term

            	
              Section

            
	 	 
	 	 
	
              Agreement

            	
              Preamble

            
	
              Assumed
                Contracts

            	
              2.1

            
	
              Assumed
                Liabilities

            	
              3.1

            
	
              Assignment
                and Assumption Agreement

            	
              5.2(a)(iii)

            
	
              Audited
                Financial Statements

            	
              7.6

            
	
              Azaribine

            	
              2.2

            
	
              Balance
                Sheet

            	
              2.1(a)

            
	
              Bill
                of Sale

            	
              5.2(a)(ii)

            
	
              Bulk
                Sales Laws

            	
              8.9

            
	
              Business

            	
              Recitals

            
	
              Business
                Patents

            	
              6.20(a)

            
	
              Chicago
                License Assignment Agreement

            	
              5.2(a)(iv)

            
	
              Closing

            	
              5.1

            
	
              Closing
                Date

            	
              5.1

            
	
              Closing
                Date Shares

            	
              4.1(b)(i)

            
	
              Common
                Stock

            	
              4.1(b)

            
	
              Contract(s)
                Requiring Consent

            	
              6.11(b)

            
	
              Disclosure
                Schedule

            	
              Preamble
                Article VI

            
	
              Escrow
                Agreement

            	
              4.2

            
	
              Escrow
                Agent

            	
              4.1(b)(ii)

            
	
              Escrow
                Shares

            	
              4.1(b)(ii)

            
	
              Excluded
                Assets

            	
              2.2

            
	
              Financial
                Statements

            	
              6.8(a)

            
	
              GAAP

            	
              7.6

            
	
              Goldberg
                Consent and Assignment Agreement

            	
              5.2(a)(v)

            
	
              Income
                Statement

            	
              2.1(a)

            
	
              Indemnifying
                Parties

            	
              9.3(a)

            
	
              Interim
                Financial Statements

            	
              6.8(a)

            
	
              Losses

            	
              9.2

            
	
              Parent

            	
              Preamble

            
	
              Parent
                Financial Statements

            	
              7.6

            
	
              Parent
                SEC Documents

            	
              7.5

            
	
              Proceedings

            	
              6.6

            
	
              Purchase
                Price

            	
              4.1(b)

            
	
              Purchaser

            	
              Preamble

            
	
              Purchaser
                Indemnified Parties

            	
              9.2

            
	
              Retained
                Liabilities

            	
              3.2

            
	
              Seller

            	
              Preamble

            
	
              Shareholder(s)

            	
              Preamble

            
	
              Shares

            	
              4.1(b)(ii)

            
	
              URL
                Consent and Assignment Agreement

            	
              5.2(a)(v)

            
	
              Tax(es)

            	
              6.19(i)(i)

            
	
              Tax
                Return

            	
              6.19(i)(ii)

            
	
              Transferred
                Assets

            	
              2.1

            
	
              Univertical
                Assignment

            	
              6.28(a)

            
	
              Univertical

            	
              6.28(a)

            


    

    


     

    


     


    
      
        
          


          A5

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      B

     

    PATENTS
      AND PATENT APPLICATIONS 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      C

     

    ESCROW
      AGREEMENT 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      D

     

    FORM
      OF
      BILL OF SALE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      E

     

    FORM
      OF
      ASSIGNMENT AND ASSUMPTION AGREEMENT

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      F

     

    CHICAGO
      LICENSE ASSIGNMENT AGREEMENT

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      G

     

    URL-GOLDBERG
      CONSENT AND ASSIGNMENT AGREEMENT 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      H

     

    PGNX-URL
      CONSENT AND ASSIGNMENT AGREEMENT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     EXHIBIT
      I

     

    PATENT
      ASSIGNMENT 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      J

     

    REGISTRATION
      RIGHTS AGREEMENT

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

    


    CROSS
      RELEASE

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    


    ANNEX
      2.1

     

    BALANCE
      SHEETS, STATEMENTS OF UNAPPROPRIATED RETAINED EARNINGS AND SUMMARY OF OPERATIONS
      

    FOR
      YEARS
      ENDED APRIL 30, 2004 AND APRIL 30, 2005