ex10_3210162008.htm


    

      Execution
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      Exhibit 10.32

      
 

      2008 AGREEMENT RELATED TO
PROGENICS’ MNTX IN-LICENSE

       

      THIS AGREEMENT (the “Agreement”) is
entered into as of this 16th day of October, 2008 and is effective as of the
Effective Date (as hereinafter defined), by and among the University of Chicago,
acting on behalf of itself and its affiliate ARCH Development Corporation (the
“University”),
Progenics Pharmaceuticals, Inc. (“Progenics”),
Progenics Pharmaceuticals Nevada, Inc. (“ProNev”), and Ono
Pharmaceutical Co., Ltd. (“Ono”).

       

      BACKGROUND

       

      A. The
University and UR Labs, Inc. (“UR Labs”) entered
into an Option and License Agreement dated as of May 8, 1985, as amended (the
“University
Agreement”), under which the University granted UR Labs a license, with
the right to sublicense, under certain patent rights and know-how of the
University;

       

      B. UR Labs
and Progenics entered into a Sublicense Agreement dated as of September 21, 2001
(the “UR
Labs-Progenics Agreement”), under which UR Labs granted Progenics a
license, with the right to further sublicense, under certain patent rights and
know-how, including the patent rights and know-how licensed by the University to
UR Labs under the University Agreement;

       

      C. On
December 22, 2005, UR Labs assigned the UR Labs-Progenics Agreement together
with all patent rights and know-how licensed thereunder to ProNev, a
wholly-owned subsidiary of Progenics, in connection with the acquisition of
substantially all of the assets of
UR Labs by ProNev;

       

      D. University,
Progenics, ProNev and Wyeth, acting through its Wyeth Pharmaceuticals Division
(“Wyeth”),
entered into an Agreement Related to Progenics’ MNTX In-License dated as of
December 22, 2005 (the “2005 MNTX Agreement”)
regarding the University Agreement.

       

      E. Progenics,
ProNev, Wyeth and certain affiliates of Wyeth entered into a License and
Co-Development Agreement dated as of December 23, 2005 (the “Progenics-Wyeth
Agreement”) granting Wyeth a worldwide license, with the right to
sublicense, under certain patent rights and know-how, including the patent
rights and know-how licensed by the University to UR Labs under the University
Agreement and the patent rights and know-how licensed to Progenics under the UR
Labs-Progenics Agreement;

       

      F. On even
date herewith, the parties to the Progenics-Wyeth Agreement are entering into a
Partial Termination and License Agreement (the “Partial Termination”)
confirming the termination of the rights granted to Wyeth with respect to Japan
under the Progenics-Wyeth Agreement and under the 2005 MNTX
Agreement.

       

      G. On even
date herewith, Ono and Progenics are entering into a License Agreement (the
“Progenics-Ono
Agreement”) granting Ono a license in Japan, with the right to sublicense
in certain circumstances, under certain patent rights and know-how, including
certain patent rights and know-how licensed by the University to UR Labs under
the University Agreement and certain patent rights and know-how licensed to
Progenics under the UR Labs-Progenics Agreement.

       

      
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      H. Ono has
requested that the University make certain acknowledgments, consents, waivers,
representations and agreements as a prerequisite to entering into the
Progenics-Ono Agreement;

       

      I. The
University has requested that Progenics and ProNev make certain
acknowledgements, consents, waivers, representations and agreements as set forth
in this Agreement; and

       

      J. The
University, Progenics, and ProNev will benefit financially and otherwise from
the Progenics-Ono Agreement and therefore desire to make the requested
acknowledgments, consents, waivers, representations and agreements subject to
the terms and conditions set forth below.

       

      AGREEMENT

       

      In
consideration of the foregoing, and for other good and valuable consideration,
the sufficiency and receipt of which are acknowledged by the parties, the
parties agree as follows:

       

      
        	
                1.  

              	
                Definitions

              


      

       

      Unless
specifically defined in the text of this Agreement, all capitalized terms used
in this Agreement shall have the meanings ascribed to them below:

       

      Compound.  “Compound”
means [*] which is chemically defined as [*], and its pharmacologically
acceptable salts, together with their solvates, hydrates, hemihydrates,
metabolites, pro-drugs, esters, and if applicable, any isomers or racemates
thereof, [*].  The “Compound” does not include the Excluded
Molecules.

       

      Control or
Controlled.  “Control” or “Controlled” means with respect to
any material, item of information, or intellectual property right, the
possession, whether by ownership or license, of the right to grant a license or
other equivalent right with respect thereto.

       

      Effective
Date.  “Effective Date” means the date on which all of the
following shall have occurred:  (1) this Agreement shall have been
duly executed and delivered by all of the Parties hereto; and (2) the
Progenics-Ono Agreement shall have been duly executed and delivered by Progenics
and Ono and shall be in full force and effect.

       

      Excluded
Molecules.  “Excluded Molecules” means [*], chemically defined
as [*], and its pharmacologically acceptable salts, together with their
solvates, hydrates, hemihydrates, metabolites, pro-drugs, esters, and if
applicable, any isomers or racemates thereof, [*].

       

      
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      Patent
Rights.  “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.

       

      Product.  “Product”
means any product containing the Compound as an active ingredient.

       

      University
Compound.  “University Compound” means [*], which, for clarity,
includes the Compound.

       

      University Patents in
Japan.  “University Patents in Japan” means those patents and
patent applications listed on Schedule 2.9 to this
Agreement; and any other Japanese patents and patent applications owned by the
University (whether solely or jointly with others) which claim one or more [*],
or formulations of one or more [*], or processes for preparing one or more [*],
or intermediates for preparing one or more [*], or uses of one or more [*], or
dosage, packaging or means of delivery for one or more [*]; as well as all
continuations, continuations-in-part, divisions, patents of addition, reissues,
renewals or extensions of any of the foregoing, in each case to the extent that
they claim the University Compound or [*].

       

      University
Know-How.  “University 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 previously performed with respect to the University Compound,
expertise and trade secrets, whether patentable or not, relating to the
University Compound or necessary or useful for the commercialization of
Products, existing on the date hereof or at any time during the term of this
Agreement, which is owned or controlled by University.

       

      
        	
                2.  

              	
                University
      Acknowledgments, Consents, Waivers, Representations, Warranties, and
      Agreements

              


      

       

      2.1. Reservation of University
Rights.  In making this Agreement, the University reaffirms,
and where appropriate each provision shall be read to be subject to, the
University’s reservation to itself, subject to the rights granted pursuant to
the University Agreement, of the worldwide right to (i) practice the inventions
claimed in the University Patents in Japan, and (ii) make, have made, use,
import, offer to sell and sell, transfer and disclose the University Compound,
the University Patents in Japan and the University Know-How in each case solely
for educational and non-commercial research purposes, which it may choose in its
own discretion and without payment to any party therefor.

       

      
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      2.2. Consent to Progenics-Ono
Agreement.  The University acknowledges that it has reviewed
the Progenics-Ono Agreement and hereby consents to Progenics’ grant of the
sublicense to Ono pursuant to the Progenics-Ono Agreement.

       

      2.3. Scope of License Under University
Agreement.  The University acknowledges and agrees that subject
to the reservation in Section 2.1 hereof (Reservation of University Rights),
pursuant to the University Agreement, the University granted to UR Labs an
exclusive license under all rights in and to the University Compound, the
University Patents in Japan and the University Know-How.  The
University further acknowledges that, to the knowledge of the senior management
of its technology transfer office (UChicago Tech), as of this date, it does not
own any patent, patent application, or other intellectual property rights not
included in the rights granted to UR Labs under the University Agreement that
would be infringed (or if issued or granted would be infringed) by the
commercialization of the Compound as contemplated by the Progenics-Ono
Agreement.

       

      2.4. University Agreement in Effect; No
Breach. The University Agreement is in full force and
effect.  The University will notify Progenics and Ono of any breach of
the University Agreement by ProNev or other termination event or termination of
which the University has knowledge.  The University acknowledges that,
as of the Effective Date of this Agreement, to its knowledge UR Labs and ProNev
are current in all payment obligations required by the University Agreement, and
the University irrevocably waives any claims to the contrary.

       

      2.5. Waiver of Claims. The
University irrevocably waives any claims that, prior to the Effective Date, UR
Labs or ProNev failed to satisfy any of the diligence requirements set forth in
Section 3 of the University Agreement. The University irrevocably waives any
claims that, prior to the Effective Date of this Agreement, UR Labs or ProNev
failed to fulfill any of its obligations under the University Agreement or
otherwise failed to comply with the terms and conditions of the University
Agreement.

       

      2.6. Enforcement Procedure. During
the term of the Progenics-Ono Agreement, the University irrevocably waives
compliance with the first paragraph of Section 5 of the University Agreement
that requires an Independent Patent Attorney (as such term is defined in the
University Agreement) to make a prima facie determination in
the event of alleged third party infringement in Japan. Rather, the University
hereby agrees that during the term of the Progenics-Ono Agreement, as between
the University and Progenics, Progenics shall have the right to enforce the
University Patents in Japan to the same extent, and following the same
procedure, as set forth in the Progenics-Ono Agreement.

       

      2.7. Access to University
Information. The University hereby consents to Progenics sharing with Ono
and any of its Affiliates (as such term is defined in the Progenics-Ono
Agreement) or its approved sublicencees all information provided by the
University to Progenics under Section 7(a) of the letter agreement dated as of
September 20, 2001 (the “2001 Letter
Agreement”) between the University and Progenics.

       

      
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      2.8. Third Party
Agreements.  University hereby represents, warrants and
covenants that it has not entered into, and prior to the expiration or
termination of the Progenics-Ono Agreement will not enter into, any agreement or
arrangement which conflicts with its obligations under the University Agreement
or that restricts, impairs or renders conditional the rights granted to UR
Labs under the University Agreement (except as permitted pursuant to Section 5.1
hereof (Termination Not Caused by Progenics Default)).  University
hereby agrees that it will not, without Ono’s written permission, consent to any
assignment of the University Agreement from ProNev to a third party if such
assignment would modify or alter any of the rights in Japan obtained by
Progenics under the UR Labs-Progenics Agreement or by Ono under the
Progenics-Ono Agreement.

       

      2.9. University Patents in
Japan.  The University represents and warrants that, to its
knowledge, Schedule
2.9-A identifies all University Patents in Japan owned solely by the
University (the “Solely Owned University
Patents in Japan”), and Schedule 2.9-B
identifies all University Patents in Japan owned jointly with UR Labs or ProNev
(the “Jointly
Owned University Patents in
Japan”), in each case along with the following information with respect
to each identified Patent Right, as applicable:  (i) country, (ii)
title, (iii) application number, (iv) application filing date, (v) patent
number, (vi) patent issue date, (vii) listed inventor(s), and (viii) current
owner.  The Solely Owned University Patents in Japan and the Jointly
Owned University Patents in Japan identified on Schedule 2.9 (meaning
both 2.9-A and
2.9-B)
constitute all of the University Patents in Japan as of the Effective
Date.  For the avoidance of doubt, only the Japanese counterparts of
the following patent applications shall be considered University Patents in
Japan: [*].

       

      2.10. University Employees.  To
University’s knowledge, all
University employees who contributed to the development of the University
Know-How and University Patents in Japan were obligated under University
policies to assign all of their rights in such know-how and Patent Rights to the
University.

       

      
        	
                3.  

              	
                Progenics and ProNev
      Acknowledgments and
Agreements

              


      

       

      3.1. University
Payments.  As a result of the UR Labs acquisition and in
accordance with Section 6.2.4 of the Progenics-Wyeth Agreement and Section 6.4.3
of the Progenics-Ono Agreement, Progenics and ProNev (collectively, the “Progenics Parties”)
hereby acknowledge and agree that they are responsible for the ongoing payment
to University of all University Payments related to the Progenix-Ono
Agreement.  The provisions of Section 3.2 hereof (University Payments
and the Ono Agreement) define the University Payments related to the
Progenics-Ono Agreement.

       

      3.2. University Payments and the Ono
Agreement.  Without limiting the generality of the definition
of University Payments in Section 3 of the 2005 MNTX Agreement, the Progenics
Parties and University hereby acknowledge and agree that the University Payments
due to the University related to the Progenics-Ono Agreement consist of the
following:

       

      
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      3.2.1. [*].  University
and Progenics Parties agree that [*] shall be due to University as University
Payments.

       

      3.2.2. [*].  University
and Progenics Parties agree that [*] shall be due to University as University
Payments.

       

      3.2.3. Royalties.  University
acknowledges that [*].  Progenics Parties acknowledge that
[*].

       

      3.3. Guarantee by
Progenics.  Progenics shall guarantee the full payment by
ProNev of all University Payments pursuant to the guaranty attached hereto as
Exhibit A.

       

      
        	
                4.  

              	
                Ono Indemnity of
      University

              


      

       

      4.1. Ono will
indemnify, defend and hold harmless the University and each of its employees,
officers, trustees, agents, and each person identified as a student of the
University or as an inventor of a patent or patent application which is part of
the rights being granted to Ono pursuant to the Progenics-Ono Agreement (each, a
“University
Indemnified Party”) from and against any and all liability, loss, damage,
expense (including attorneys’ fees and expenses) and cost (collectively, a
“Liability”)
that the University Indemnified Party may be required to pay to one or more
third parties resulting from or arising out of:  (a) any [*] on the
part of Ono or its Affiliates (as defined in the Progenics-Ono Agreement) in
performing any activity contemplated by this Agreement; (b) [*]; or (c) the
material breach by Ono of any of its representations, warranties or covenants
set forth in the Progenics-Ono Agreement; except, in each case, to the extent
caused by [*].  University hereby releases Wyeth from its obligation
to indemnify University under Section 4 of the 2005 MNTX Agreement (Wyeth
Indemnity of University) with respect to any Liability for which Ono is
obligated to indemnify University under this Section 4 (Ono Indemnity of
University).

       

      
        	
                5.  

              	
                Termination of
      the
      University Agreement

              


      

       

      5.1. Termination
Not Caused by Progenics Default

       

      
        	
                5.1.1.  

              	
                Direct License to
      Progenics.  University, Progenics and ProNev acknowledge
      that, pursuant to the 2005 MNTX Agreement, during the term of the
      Progenics-Wyeth Agreement and solely for the purpose of maintaining the
      continuity of the license granted to Progenics under the UR Labs-Progenics
      Agreement, in the event that the University Agreement is terminated for
      any reason other than as a result of Progenics’ uncured material breach of
      the UR Labs-Progenics Agreement (a “Progenics
      Non-Defaulting
      Termination”), subject to the occurrence of a Progenics
      Non-Defaulting Termination, the University has granted and has agreed to
      grant to Progenics a direct license in Japan under the University Patents
      in Japan and University Know-How, which license shall be on the terms and
      conditions of the University Agreement (as amended) and this
      Agreement.  Furthermore, in such event, the license granted by
      the University to Progenics under this Section 5.1.1 (Direct License to
      Progenics) shall remain in effect for the duration of the license granted
      by Progenics to Wyeth under the Progenics-Wyeth
      Agreement.  University, Progenics and ProNev hereby agree that
      if the Progenics-Wyeth Agreement expires or is terminated prior to the
      expiration of the Progenics-Ono Agreement the license granted by the
      University to Progenics under this Section 5.1.1 shall remain in effect
      for the duration of the license granted by Progenics to Ono under the
      Progenics-Ono Agreement.  ProNev and Progenics hereby
      acknowledge the University’s grant of such a license to Progenics pursuant
      to the 2005 MNTX Agreement and this
Agreement.

              


      

       

      
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                5.1.2.  

              	
                Termination of Direct License
      to Progenics.  ProNev and Progenics hereby acknowledge
      that in the event that the sublicense granted to Progenics under the UR
      Labs-Progenics Agreement is terminated, in whole or in part, for an
      uncured material breach thereof caused by Progenics, the license granted
      by the University to Progenics pursuant to the 2005 MNTX Agreement shall
      likewise be automatically terminated to the same
  extent.

              


      

       

      
        	
                5.1.3.  

              	
                Payments in the Event of
      Progenics Non-Defaulting Termination.  In consideration
      of the direct license granted by the University to Progenics under Section
      5.1.1 (Direct License to Progenics), in the event of a Progenics
      Non-Defaulting Termination of the University Agreement, Progenics shall
      pay to the University any payments which ProNev would have been required
      to pay to the University under the University Agreement (had the
      University Agreement remained in effect) in connection with the sublicense
      of the University Patents in Japan and University Know-How under the
      Progenics-Ono Agreement at such times such payments would have otherwise
      become due under the University Agreement.  Progenics shall be
      entitled to deduct any amount paid to the University under this Section
      5.1.3 (Payments in the Event of Progenics Non-Defaulting Termination) from
      any amounts that Progenics owes to ProNev under the UR Labs-Progenics
      Agreement.

              


      

       

      
        	
                5.1.4.  

              	
                Restatement of License
      Agreement.  ProNev and Progenics hereby acknowledge that
      in the event of a Progenics Non-Defaulting Termination of the University
      Agreement, at Progenics’ or the University’s request, Progenics and the
      University shall enter into an agreement memorializing and restating the
      direct license granted by the University to Progenics pursuant to the 2005
      MNTX Agreement.

              


      

       

      5.2. Termination
Caused by Progenics.

       

      
        	
                5.2.1.  

              	
                Direct License To
      Ono.  Solely for the purpose of maintaining the
      continuity of the license granted by Progenics to Ono pursuant to the
      Progenics-Ono Agreement, in the event that (a) the University Agreement is
      terminated as a result of Progenics’ uncured material breach of the UR
      Labs-Progenics Agreement that was not, in turn, caused by Ono’s uncured
      material breach of the Progenics-Ono Agreement or (b) there has been a
      Progenics Non-Defaulting Termination of the University Agreement but the
      license granted in Section 5.1.1 hereof (Direct License to Progenics) is
      subsequently terminated for any reason other than as a result of Ono’s
      uncured breach of the Progenics-Ono Agreement (each of (a) and (b), an
      “Ono
      Non-Defaulting Termination”), subject to the occurrence of an Ono
      Non-Defaulting Termination, the University hereby grants and agrees to
      grant to Ono a direct license solely for Japan under the University
      Patents in Japan and University Know-How on the terms and conditions of
      the University Agreement (as amended) and this
      Agreement.  Furthermore, in such event, the licenses granted by
      the University to Ono under this Section 5.2.1 (Direct License to Ono)
      shall remain in effect for the duration of the license granted by
      Progenics to Ono under the Progenics-Ono Agreement.  UR Labs and
      Progenics hereby consent to the University’s grant of such a license to
      Ono.

              


      

       

      
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                5.2.2.  

              	
                Termination of Direct License
      to Ono.  In the event that the sublicense granted by
      Progenics to Ono under the Progenics-Ono Agreement is terminated in whole
      or in part, for an uncured material breach thereof caused by Ono, the
      license granted by the University to Ono under Section 5.2.1 (Direct
      License to Ono) shall likewise be automatically terminated to the same
      extent.

              


      

       

      
        	
                5.2.3.  

              	
                Payments in the Event of Ono
      Non-Defaulting Termination.  In consideration of the
      direct license granted by University to Ono under Section 5.2.1 (Direct
      License to Ono), in the event of an Ono Non-Defaulting Termination of the
      University Agreement or the license granted under Section 5.1.1 (Direct
      License to Progenics), Ono shall pay to the University any and all
      payments which ProNev would have been required to pay to the University
      under the University Agreement (had the University Agreement remained in
      effect) in connection with the sublicense of the University Patents in
      Japan and University Know-How under the Progenics-Ono Agreement at such
      times as such payments would have otherwise become due under the
      University Agreement.  Ono shall be entitled to deduct any
      amount paid to the University under this Section 5.2.3 (Payments in the
      Event of Ono Non-Defaulting Termination) from any amounts that Ono owes to
      Progenics under the Progenics-Ono
Agreement.

              


      

       

      
        	
                5.2.4.  

              	
                Restatement of License
      Agreement.  In the event of an Ono Non-Defaulting
      Termination of the University Agreement or the license granted under
      Section 5.1.1 (Direct License to Progenics), at Ono’s or the University’s
      request, Ono and the University shall enter into an agreement
      memorializing and restating the direct license granted by the University
      to Ono in Japan under Section 5.2.1 (Direct License to Ono) on the terms
      and conditions provided for in this
Agreement.

              


      

       

      
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                6.  

              	
                Miscellaneous
      Provisions

              


      

       

      6.1. Prior
Agreements.  In the event of a conflict between this Agreement
and any provision of the 2005 MNTX Agreement, the University Agreement, the UR
Labs-Progenics Agreement, or the 2001 Letter Agreement (collectively, the “Prior Agreements”),
then the 2005 MNTX Agreement will control.  To the extent the
provisions in this Agreement conflict with a provision of any Prior Agreement
other than the 2005 MNTX Agreement, then, as between the parties to this
Agreement, such Prior Agreement shall be and hereby
is amended to render it consistent with this Agreement.  Except as set
forth in this Agreement, the Prior Agreements remain in full force and
effect.

       

      6.2. Further Assurances. At the
request and expense of any other party hereto, each party hereto will cooperate
in any reasonable effort to carry out the intentions of this Agreement,
including, without limitation, providing such further assurances, and executing
such further consents, agreements, and releases, as are reasonably required by
the requesting party to allow it to fully enjoy the benefits of this
Agreement.

       

      6.3. Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their successors and permitted assigns.

       

      6.4. Amendments. This Agreement may
be amended or modified at any time or from time to time only by an express
written agreement, signed by all parties to this Agreement, and which expressly
refers to this Agreement.

       

      6.5. Waivers. The failure of any
party to require performance by another party of any provision hereof, or to
enforce any remedies it may have against such other party, shall in no way
affect the right thereafter to enforce this Agreement and require full
performance by any other party. The waiver by a party of any breach of any
provision of this Agreement shall not constitute a waiver of any succeeding
breach of that provision or of any other provision.

       

      6.6. Severability. If any provision
of this Agreement shall be adjudicated to be invalid or unenforceable in any
action or proceeding for any reason, whether in its entirety or in any portion,
then such part shall be deemed amended, if possible, or deleted, as the case may
be, from this Agreement in order to render the remainder of this Agreement and
any provision hereof both valid and enforceable.

       

      6.7. Entire Agreement. This
Agreement, together with the University Agreement, the UR Labs-Progenics
Agreement and the Progenics-Ono Agreement, constitutes the entire agreement
between the parties with respect to the subject matter hereof.

       

      
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      6.8. Counterparts. This Agreement
may be executed in any number of counterparts which taken together shall
constitute one and the same instrument.

       

      6.9. Governing Law. All matters
affecting the interpretation, validity and performance of this Agreement shall
be governed by the laws the State of New York.

       

      6.10. Independent Contractors. In
the performance of this Agreement no party is authorized or empowered to act as
agent for any other party for any purpose and shall not on behalf of any other
party enter into any contract, warranty, or other representation as to any
matter. No party shall be bound by the acts, conduct, obligations,
representations or warranties of any other party.

       

      [Signature
page follows.]

      


       

       

       

      
 

      
        
          
             

            


            


            [*]
CONFIDENTIAL TREATMENT REQUESTED

            CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

            


          

           


        

        
          10

          
            

          

        

        
           


          
            Execution
Version

            


          

        

      


      IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their duly
authorized officers.

       

      


      
        	
                The
      University of Chicago

                On
      Behalf of itself and its Affiliate,

                ARCH
      Development Corporation

              	 
      	
                Progenics
      Pharmaceuticals, Inc.

              
	
                By:  ______________________________                                                            

              	 
      	
                By:  _________________________                                                         

              
	
                Name: ____________________________                                                             

              	 
      	
                Name:  _______________________                                                            

              
	
                Title:   ____________________________                                                            

              	 
      	
                Title:  ________________________                                                            

              
	 
      	 
      	 
      
	
                Progenics
      Pharmaceuticals Nevada, Inc.

              	 
      	 
      
	
                By:  ______________________________                                                            

              	 
      	 
      
	
                Name:  ____________________________                                                            

              	 
      	 
      
	
                Title:  _____________________________                                                            

              	 
      	 
      


      

      


       

      
        	 
      
	
                Ono
      Pharmaceuticals Co., Ltd.

              
	
                By:  ______________________________

              
	
                Name:  ____________________________

              
	
                Title:  _____________________________

              


      

      



      
        
          
             

            


            


            [*]
CONFIDENTIAL TREATMENT REQUESTED

            CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

            


          

           


        

        
          11

          
            

          

        

        
           


          
            Execution
Version

            


          

        

      


      EXHIBIT
A

       

      GUARANTY

       

      [*]

      


      Schedule
2.9-A

      Solely Owned University
Patents in Japan

      [*]

       

       

       

       

      Schedule 2.9-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Execution
Version

       

      Schedule
2.9-B

      Jointly Owned University Patents in
Japan

      


      [*]


Schedule
2.9-2