Exhibit 10.1 Amended and Restated PSMA/PSMP License Agreement


                                                                                            EXHIBIT
      10.1

       

      AMENDED
        AND RESTATED PSMA/PSMP LICENSE AGREEMENT

      


      


      by
        and among

      


      


      PROGENICS
        PHARMACEUTICALS, INC.,

      


      CYTOGEN
        CORPORATION

      


      


      and

      


      


      PSMA
        DEVELOPMENT COMPANY
        LLC

      


      


      


      Dated
        April 20, 2006

      


      


      


       

      


       

      


       


      
        
          
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      TABLE
        OF CONTENTS

       

      Page

       

      


       

      
        	
                1.

                 

              	
                DEFINITIONS

                 

              	
                2

                 

              
	
                2.

                 

              	
                REPRESENTATIONS
                  AND WARRANTIES

                 

              	
                8

                 

              
	 	
                2.1

                 

              	
                By
                  the LLC

                 

              	
                8

                 

              
	 	
                2.2

                 

              	
                By
                  CYTOGEN

                 

              	
                9

                 

              
	 	
                2.3

                 

              	
                By
                  Progenics

                 

              	
                12

                 

              
	 	
                2.4

                 

              	
                By
                  All Parties

                 

              	
                13

                 

              
	
                3.

                 

              	
                LICENSES

                 

              	
                13

                 

              
	 	
                3.1

                 

              	
                Grant
                  by CYTOGEN

                 

              	
                13

                 

              
	 	
                3.2

                 

              	
                Sublicenses

                 

              	
                13

                 

              
	 	
                3.3

                 

              	
                Guarantee
                  of Performance of Sublicensee

                 

              	
                13

                 

              
	 	
                3.4

                 

              	
                Cure
                  of Breach by Sublicensee

                 

              	
                14

                 

              
	 	
                3.5

                 

              	
                [*]

                 

              	
                14

                 

              
	 	
                3.6

                 

              	
                Reservation
                  of Rights

                 

              	
                14

                 

              
	 	
                3.7

                 

              	
                No
                  Other Rights

                 

              	
                15

                 

              
	 	
                3.8

                 

              	
                Competition
                  Not Prohibited

                 

              	
                15

                 

              
	
                4.

                 

              	
                CERTAIN
                  COVENANTS

                 

              	
                15

                 

              
	 	
                4.1

                 

              	
                No
                  Waivers or Grant of Further Rights

                 

              	
                15

                 

              
	 	
                4.2

                 

              	
                Summary
                  Reports

                 

              	
                15

                 

              
	 	
                4.3

                 

              	
                Breach
                  of SKICR Agreement

                 

              	
                15

                 

              
	 	
                4.4

                 

              	
                Notices
                  under the SKICR Agreement

                 

              	
                15

                 

              
	 	
                4.5

                 

              	
                Compliance
                  with Terms of the SKICR Agreement; Assignment

                 

              	
                16

                 

              
	 	
                4.6

                 

              	
                Termination
                  of Services Agreement

                 

              	
                16

                 

              
	
                5.

                 

              	
                ROYALTIES
                  AND OTHER PAYMENTS

                 

              	
                16

                 

              
	 	
                5.1

                 

              	
                Milestone
                  Payments

                 

              	
                16

                 

              
	 	
                5.2

                 

              	
                Royalties

                 

              	
                17

                 

              
	 	
                5.3

                 

              	
                Royalty
                  Buydown

                 

              	
                17

                 

              
	 	
                5.4

                 

              	
                Reduction
                  of Royalties if Third Party License Required 

                 

              	
                18

                 

              
	 	
                5.5

                 

              	
                Payments
                  Associated with Existing Third Party Agreements

                 

              	
                19

                 

              
	 	
                5.6

                 

              	
                Other
                  Products

                 

              	
                19

                 

              


      

       

      
        
          

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                6.

                 

              	
                PATENT
                  PROSECUTION AND MAINTENANCE, ETC.

                 

              	
                19

                 

              
	 	
                6.1

                 

              	
                Prosecution
                  and Maintenance

                 

              	
                19

                 

              
	 	
                6.2

                 

              	
                Disclosure
                  Regarding Patent Activities

                 

              	
                20

                 

              
	
                7.

                 

              	
                REPORTS
                  AND ROYALTY PAYMENTS; BOOKS AND RECORDS

                 

              	
                20

                 

              
	 	
                7.1

                 

              	
                Reports

                 

              	
                20

                 

              
	 	
                7.2

                 

              	
                Royalty
                  Payments

                 

              	
                20

                 

              
	 	
                7.3

                 

              	
                Calculation
                  of Royalties and Other Payments

                 

              	
                20

                 

              
	 	
                7.4

                 

              	
                Currency
                  Control Restrictions

                 

              	
                21

                 

              
	 	
                7.5

                 

              	
                Books
                  and Records

                 

              	
                21

                 

              
	
                8.

                 

              	
                TAXATION
                  OF PAYMENTS

                 

              	
                21

                 

              
	
                9.

                 

              	
                PRODUCT
                  LIABILITY DISCLAIMERS

                 

              	
                22

                 

              
	 	
                9.1

                 

              	
                Product
                  Liability Disclaimer by Progenics

                 

              	
                22

                 

              
	 	
                9.2

                 

              	
                Product
                  Liability Disclaimer by CYTOGEN

                 

              	
                22

                 

              
	 	
                9.3

                 

              	
                Producty
                  Liability Disclaimer by the LLC

                 

              	
                22

                 

              
	
                10.

                 

              	
                INDEMNIFICATION
                  AND INFRINGEMENT

                 

              	
                22

                 

              
	 	
                10.1

                 

              	
                Indemnification

                 

              	
                22

                 

              
	 	
                10.2

                 

              	
                Infringement
                  of Licensed CYTOGEN Patents

                 

              	
                23

                 

              
	 	
                10.3

                 

              	
                Procedure

                 

              	
                23

                 

              
	
                11.

                 

              	
                TERM
                  AND TERMINATION

                 

              	
                24

                 

              
	 	
                11.1

                 

              	
                Term

                 

              	
                24

                 

              
	 	
                11.2

                 

              	
                Termination

                 

              	
                24

                 

              
	 	
                11.3

                 

              	
                Accrued
                  Rights and Obligations

                 

              	
                25

                 

              
	
                12.

                 

              	
                EFFECT
                  OF TERMINATION ON SUBLICENSEE

                 

              	
                25

                 

              
	
                13.

                 

              	
                EXPORT
                  LICENSES

                 

              	
                25

                 

              
	
                14.

                 

              	
                MISCELLANEOUS
                  PROVISIONS

                 

              	
                26

                 

              
	 	
                14.1

                 

              	
                Assignability,
                  Etc.

                 

              	
                26

                 

              
	 	
                14.2

                 

              	
                Notices

                 

              	
                26

                 

              
	 	
                14.3

                 

              	
                Independent
                  Contractors

                 

              	
                27

                 

              
	 	
                14.4

                 

              	
                Counterparts

                 

              	
                27

                 

              
	 	
                14.5

                 

              	
                Entire
                  Understanding

                 

              	
                27

                 

              
	 	
                14.6

                 

              	
                Headings

                 

              	
                27

                 

              
	 	
                14.7

                 

              	
                No
                  Implied Rights

                 

              	
                27

                 

              
	 	
                14.8

                 

              	
                No
                  Waiver

                 

              	
                27

                 

              


      

       

      
        
          

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                14.9

                 

              	
                Publicity

                 

              	
                28

                 

              
	 	
                14.10

                 

              	
                Promotion
                  and Advertising

                 

              	
                28

                 

              
	 	
                14.11

                 

              	
                Arbitration

                 

              	
                28

                 

              
	 	
                14.12

                 

              	
                Confidentiality

                 

              	
                29

                 

              
	 	
                14.13

                 

              	
                No
                  Third Party Beneficiaries

                 

              	
                30

                 

              
	 	
                14.14

                 

              	
                Governing
                  Law

                 

              	
                30

                 

              
	 	
                14.15

                 

              	
                SKICR
                  Agreement

                 

              	
                30

                 

              


      

      


       

       

       

      


      



      
        
          
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      AMENDED
        AND RESTATED PSMA/PSMP LICENSE AGREEMENT

       

      THIS
        AMENDED AND RESTATED PSMA/PSMP LICENSE AGREEMENT (this
        “Agreement”),
        dated
        April 20, 2006, is made by and among Progenics Pharmaceuticals, Inc., a Delaware
        corporation having its place of business at 777 Old Saw Mill River Road,
        Tarrytown, NY 10591 (“Progenics”),
        CYTOGEN Corporation, a Delaware corporation having its place of business
        at 650
        College Road East, CN 5308, Princeton, NJ 08540 (“CYTOGEN”),
        and
        PSMA Development Company LLC, a Delaware limited liability company having
        its
        principal place of business at 777 Old Saw Mill River Road, Tarrytown, NY
        10591
        (the “LLC”).
        Progenics, CYTOGEN and the LLC may each be referred to herein individually
        as a
“Party” and collectively as the “Parties”.

       

      WHEREAS,
        Progenics and CYTOGEN established a collaboration to pursue the development
        and
        commercialization of immunotherapeutic products and services based on PSMA
        and/or PSMP and, in order to implement such collaboration, Progenics and
        CYTOGEN
        caused the LLC to be organized and each became the owner of 50% of the
        outstanding ownership interests thereof;

       

      WHEREAS,
        in
        furtherance of the collaboration, each of Progenics and CYTOGEN granted rights
        to the LLC, pursuant to the PSMA/PSMP License Agreement, entered into by
        and
        among the LLC, Progenics and CYTOGEN (the “Original
        Agreement”),
        dated
        as of June 15, 1999, with respect to intellectual property rights owned or
        thereafter acquired by Progenics or CYTOGEN in the Field (as hereinafter
        defined); 

       

      WHEREAS,
        CYTOGEN
        had previously granted to Prostagen Corporation, a Delaware corporation
        (“Prostagen”),
        an
        exclusive license to certain rights related to PSMA pursuant to a PSMA
        Therapeutics Sublicense Agreement, dated December 9, 1996, by and between
        CYTOGEN and Prostagen (the “Prostagen
        Agreement”);

       

      WHEREAS,
        Prostagen had previously granted to Northwest Clinicals LLC, a Washington
        limited liability company (“NWC”),
        an
        exclusive sublicense to produce, process or otherwise manufacture and sell
        PSMA
        and PSMP pursuant to a PSMA Production Sublicense Agreement, dated as of
        July
        16, 1997 (the “NWC
        Agreement”),
        which
        has been terminated;

       

      WHEREAS,
        prior
        to the formation of the LLC, CYTOGEN acquired 100% of the outstanding equity
        interests in Prostagen, and CYTOGEN and Prostagen terminated the Prostagen
        Agreement to the extent of the Field;

       

      WHEREAS,
        in
        order to pursue the research and development programs contemplated by the
        above-referenced collaboration between Progenics and CYTOGEN, Progenics,
        CYTOGEN
        and the LLC entered into a Services Agreement dated June 15, 1999, pursuant
        to
        which Progenics agreed to perform certain research and development services
        (the
“Services
        Agreement”);

       

      WHEREAS,
        simultaneously with the execution and delivery of this Agreement, Progenics
        has
        purchased all of CYTOGEN’s interest in the LLC by way of that certain Membership
        Interest Purchase Agreement, dated the date hereof, by and between Progenics
        and

       


      
        
          

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      CYTOGEN
        (the “Purchase
        Agreement”),
        and
        the Parties have agreed to amend and restate the Original Agreement as set
        forth
        herein (as so amended and restated, this “Agreement”).

       

      NOW,
        THEREFORE,
        in
        consideration of the foregoing premises and the mutual covenants contained
        herein, the Parties agree as follows:

       

      1.  DEFINITIONS.
        For
        the
        purposes of this Agreement, the following terms, whether used in the singular
        or
        plural, shall have the following meanings:

       

      Affiliate.
        The
        term “Affiliate”
shall
        mean any Person, corporation, company, partnership, joint venture and/or
        firm
        which controls, is controlled by or is under common control with, a Party.
        For
        purposes of this definition, “control” shall mean (a) in the case of corporate
        entities, direct or indirect ownership of at least 50% of the stock or
        participating shares entitled to vote for the election of directors, and
        (b) in
        the case of non-corporate entities, direct or indirect ownership of at least
        50%
        of the equity interest with the power to direct the management and policies
        of
        such non-corporate entity. 

       

      Agreement.
        The
        term “Agreement”
shall
        have the meaning set forth in the recitals.

       

      Amendment
        Effective Date.
        The
        term “Amendment
        Effective Date”
shall
        mean the date of this Agreement, as set forth in the introductory paragraph
        hereof.

       

      Annual
        Net Sales.
        The
        term “Annual
        Net Sales”
shall
        mean, with respect to a Licensed Product, the Net Sales of such Licensed
        Product
        during a Contract Year.

       

      Antibody
        Product.
        The
        term “Antibody
        Product”
shall
        mean any Licensed Product for use in the Field which includes a Field
        Antibody.

       

      Combination
        Product.
        The
        term “Combination
        Product”
means
        a
        Licensed Product that contains more than one active ingredient and where
        at
        least one active ingredient that would, in the absence of a license, infringe
        one or more claims of a Licensed CYTOGEN Patent (such active ingredient(s),
        the
“Licensed
        Ingredient(s)”),
        and
        where the other active ingredient(s) would not, in and of itself (or
        themselves), in the absence of a license, infringe one or more claims of
        a
        Licensed CYTOGEN Patent.

       

      Commercial
        Sale.
        The
        term “Commercial
        Sale”
shall
        mean the commercial sale, by the LLC or its Sublicensees, of a Licensed Product
        to a Third Party. The sale of a Licensed Product distributed or used for
        clinical trials or experimental purposes only shall not be considered a
        Commercial Sale.

       

      Contract
        Period.
        The
        term “Contract
        Period”
shall
        mean the period beginning on the Effective Date and ending on the date on
        which
        this Agreement shall expire or terminate in accordance with the provisions
        of
        Section 11 hereof. 

       

      Contract
        Quarter.
        The
        term “Contract
        Quarter”
shall
        mean each calendar quarter ending on March 31st, June 30th, September 30th
        and
        December 31st.

       


      
        
          

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      Contract
        Year.
        The
        term “Contract
        Year”
shall
        mean each calendar year ending on December 31, or applicable subpart thereof
        in
        the first or last Contract Year.

       

      CYTOGEN.
        The
        term “CYTOGEN”
shall
        have the meaning set forth in the recitals of this Agreement.

       

      CYTOGEN
        Technical Information.
        The
        term “CYTOGEN
        Technical Information”
shall
        mean Technical Information to the extent, but only to the extent, used or
        useful
        in the Field in which CYTOGEN had, as of the Effective Date, a licensable
        right
        under the SKICR Agreement, and for the period from the Effective Date until
        the
        Amendment Effective Date, only to the extent previously conveyed under Section
        3.3 of the Original Agreement.

       

      Effective
        Date.
        The
        term “Effective
        Date”
shall
        mean June 15, 1999, the date of the Original Agreement, as set forth on the
        first page thereof.

       

      FDA.
        The
        term “FDA”
shall
        mean the U.S. Food and Drug Administration.

       

      Field.
        The
        term “Field”
shall
        mean: (a) any and all means of developing, making, having made, distributing,
        using, offering for sale, selling, having sold, importing or exporting any
        Field
        Immunogen and/or any vaccine incorporating any Field Immunogen as a therapeutic,
        but excluding vaccines for prostate cancer that are antigen presenting cells
        isolated from a patient’s blood, bone marrow or spleen and pulsed ex
        vivo
        with a
        Field Immunogen for return to the patient; and (b) any and all means of
        developing, making, having made, distributing, using, offering for sale,
        selling, having sold, importing or exporting any Field Antibody as a
        therapeutic.

       

      Field
        Antibody.
        The
        term “Field
        Antibody”
shall
        mean any peptide that includes a complementarity determining region of an
        antibody recognizing one or more Field Immunogens, including, without
        limitation, antibodies, antibody fragments, antibody derivatives such as
        humanized antibodies and single chain antibodies, and conjugates of any of
        the
        foregoing, but excluding MoAb 7E11.

       

      Field
        Immunogen.
        The
        term “Field
        Immunogen”
shall
        mean any immunogen that derives its immunogenicity wholly or in significant
        part
        from PSMA or PSMP or mimetopes thereof, or any combination of such
        immunogens.

       

      First
        Commercial Sale.
        The
        term “First
        Commercial Sale”
shall
        mean with respect to any Licensed Product and with respect to any country
        in the
        Territory, the first Commercial Sale of such Product to a Third Party in
        such
        country after such Licensed Product has been granted Regulatory Approval
        by a
        Regulatory Authority having jurisdiction for such country.

       

      Licensed
        CYTOGEN Patents.
        The
        term “Licensed
        CYTOGEN Patents”
shall
        mean the Patent rights listed on Annex A attached hereto, together with any
        other Patent within the Field in which CYTOGEN had, as of the Amendment
        Effective Date, a licensable right under the SKICR Agreement. 

       

      Licensed
        Ingredient(s). The
        term
“Licensed
        Ingredient”
shall
        have the meaning set forth in the definition of “Combination
        Product”.

       

      
        
          

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      Licensed
        Product.
        The
        term “Licensed
        Product”
shall
        mean any product, apparatus, method or service, the manufacture, use, sale,
        provision or practice of which would, in the absence of a license, infringe
        one
        or more claims of a Licensed CYTOGEN Patent.

       

      LLC.
        The
        term “LLC”
shall
        have the meaning set forth in the recitals of this Agreement.

       

      LLC
        Agreement.
        The
        term “LLC
        Agreement”
shall
        mean the Limited Liability Company Agreement, dated as of June 15, 1999,
        by and
        among Progenics, CYTOGEN and the LLC, and any amendments thereto.

       

      Manufacturing
        Rights.
        The
        term “Manufacturing
        Rights”
shall
        have the meaning set forth in Section 2.2(n) hereof.

       

      MoAb
        7E11.
        The
        term “MoAb
        7E11”
shall
        mean that certain antibody to PSMA known as MoAb 7E11-C5, which such antibody
        is
        claimed in United States Patent No. 5,162,504, granted November 10, 1992,
        and
        entitled “Monoclonal Antibodies to a New Antigenic Marker in Epithelial
        Prostatic Cells and Serum of Prostate Cancer Patients.” The term
“MoAb 7E11” includes all subclones claimed in such Patent.

       

      NDA.
        The
        term “NDA”
shall
        mean an application submitted to a Regulatory Authority for marketing approval
        of a product, including (a) a New Drug Application, Product License Application
        or Biologics License Application filed with FDA or any successor applications
        or
        procedures, (b) any foreign equivalent thereof, and (c) all supplements and
        amendments that may be filed with respect to the foregoing.

       

      Net
        Sales.
        The
        term “Net
        Sales”
shall
        mean, with respect to a Licensed Product, the gross amount invoiced by or
        on
        behalf of the LLC or of its Sublicensees, for Licensed Products sold to Third
        Parties in bona
        fide,
        arm’s-length transactions, less the following (collectively, the “Permitted
        Deductions”):
        (i)
        trade, cash, promotional and quantity discounts, and wholesaler
        fees;
        (ii)
        taxes on sales (such as excise, sales or use taxes or value added taxes)
        to the
        extent imposed upon and paid directly with respect to the sales price (and
        excluding national, sales or local taxes based on income); (iii)
        freight, insurance, packing costs and other transportation charges to the
        extent
        included in the invoice price to the buyer; (iv)
        amounts repaid or credits taken by reason of damaged goods, rejections, defects,
        expired dating, recalls, returns or because of retroactive price changes;
        (v)
        charge back payments and rebates granted to (a) managed healthcare
        organizations, (b) federal, state and/or provincial and/or local governments
        or
        other agencies, (c) purchasers and reimbursers, or (d) trade customers,
        including without limitation, wholesalers and chain and pharmacy buying groups,
        all only to the extent permitted by applicable law and regulations;
        (vi)
        documented customs duties actually paid by the Selling Person; and
        (vii)
        any other reduction or specifically identifiable amounts included in the
        Licensed Product’s gross invoice that are creditable for reasons substantially
        equivalent to those listed above. Sales between or among the LLC or its
        Sublicensees shall be disregarded for purposes of calculating Net
        Sales.

       

      The
        following provisions apply to sales of Combination Products. If a Licensed
        Product is sold as a Combination Product (a “Combination
        Sale”),
        the
        Net Sales for such Licensed Product shall be the

       


      
        
          

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      portion
        of the Net Sales amount attributable to the Combination Sale allocable to
        the
        Licensed Ingredient determined as follows:

       

      (1) Except
        as
        provided below, the Net Sales amount for a Combination Sale shall equal the
        gross amount invoiced for the Combination Sale, reduced by the Permitted
        Deductions (the “Net
        Combination Sale Amount”),
        multiplied by the fraction A/(A+B),
        where:

       

      A
        is
        the
        invoice price, in the country where such Combination Sale occurs, of the
        Licensed Ingredient(s), if sold as a separate Licensed Product consisting
        solely
        of the Licensed Ingredient(s) in such country by the Selling Person; and
        B
        is the
        aggregate of the invoice price or prices, in such country, of such one or
        more
        other active ingredients included in the Combination Product if sold separately
        in such country by the Selling Person.

       

      (2) Where
        the
        calculation of Net Sales resulting from a Combination Sale in a country cannot
        be determined by the foregoing method, the calculation of Net Sales for such
        Combination Sale shall be that portion of the Net Combination Sale Amount
        reasonably determined in good faith by the Parties as properly reflecting
        the
        value of the Licensed Ingredient(s) included in the Combination Product.
        

       

      Non-Licensed
        Products.
        The
        term “Non-Licensed
        Products”
shall
        have the meaning set forth in Section 5.4.

       

      NWC.
        The
        term “NWC”
shall
        have the meaning set forth in the recitals of this Agreement.

       

      NWC
        Agreement.
        The
        term “NWC
        Agreement”
shall
        have the meaning set forth in the recitals of this Agreement.

       

      Option
        Stage.
        The
        term “Option
        Stage”
shall
        have the meaning set forth in Section 5.3.

       

      Original
        Agreement.
        The
        term “Original
        Agreement”
shall
        have the meaning set forth in the recitals of this Agreement.

       

      Other
        Product.
        The
        term “Other
        Product”
shall
        mean any Licensed Product for use in the Field which is not an Antibody Product
        or a Vaccine Product.

       

      Patent.
        The
        term “Patent”
shall
        mean (i) unexpired letters patent (including inventor’s certificates) which have
        not lapsed or been held invalid or unenforceable by a court or administrative
        body of competent jurisdiction from which no appeal can be taken or has been
        taken within the required time period, including, without limitation, any
        substitution, extension, registration, confirmation, reissue, reexamination,
        renewal or any like filing thereof and (ii) pending applications for letters
        patent that have not been the subject of a rejection notice from which an
        appeal
        cannot be taken or in respect of which the applicable period of appeal has
        expired,

       


      
        
          

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      including,
        without limitation, any continuation, division or continuation-in-part thereof
        and any provisional applications.

       

      Permitted
        Deductions.
        The
        term “Permitted
        Deductions”
shall
        have the meaning set forth in the definition of Net Sales.

       

      Person.
        The
        term “Person”
shall
        mean any corporation, limited or general partnership, limited liability company,
        joint venture, trust, unincorporated association, governmental body, authority,
        bureau or agency, any other entity or body, or an individual.

       

      Phase
        I Study.
        The
        term “Phase
        I Study”
shall
        mean a study of a Licensed Product in human volunteers or patients the purpose
        of which is preliminary determination of the safety and tolerability of a
        dosing
        regime and for which there are no primary endpoints (as recognized by FDA)
        in
        the protocol relating to efficacy.

       

      Phase
        II Study.
        The
        term “Phase
        II Study”
shall
        mean (a) a dose exploration, dose response, duration of effect, kinetics,
        dynamic relationship or preliminary efficacy and safety study of a Licensed
        Product in the target patient population, or (b) a controlled dose ranging
        clinical trial to evaluate further the efficacy and safety of a Licensed
        Product
        in the target patient population and to define the optimal dosing
        regimen.

       

      Phase
        III Study.
        The
        term “Phase
        III Study”
shall
        mean a controlled pivotal clinical study of a Licensed Product that is
        prospectively designed to demonstrate statistically whether such Licensed
        Product is effective and safe for use in a particular indication in a manner
        sufficient to obtain Regulatory Approval to market such product.

       

      Progenics.
        The
        term “Progenics”
shall
        have the meaning set forth in the recitals of this Agreement.

       

      Prostagen.
        The
        term “Prostagen”
shall
        have the meaning set forth in the recitals of this Agreement.

       

      Prostagen
        Agreement.
        The
        term “Prostagen
        Agreement”
shall
        have the meaning set forth in the recitals of this Agreement.

       

      PSMA.
        The
        term “PSMA”
shall
        mean prostate specific membrane antigen as described in Cancer
        Research,
        53:227-230 (1993) and as described in the U.S. Patent Application Serial
        Nos.
        08/973,337 and 08/394,152, including continuations and continuations-in-part,
        splice variations thereof, species variations thereof, allelic variations
        thereof, and nucleic acids encoding the same.

       

      PSMP.
        The
        term “PSMP”
shall
        mean prostate specific membrane peptides, which include any peptide sequence
        appearing in a PSMA protein and unique to PSMA proteins, and nucleic acids
        encoding the same.

       

      Regulatory
        Approval.
        The
        term “Regulatory
        Approval”
shall
        mean, with respect to a Licensed Product in a country, the approval of the
        applicable Regulatory Authority necessary for the marketing and sale of such
        Licensed Product in such country.

       


      
        
          

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      Regulatory
        Authority.
        The
        term “Regulatory
        Authority”
shall
        mean the applicable governmental authority (which, in the United States,
        is the
        FDA) that is responsible for approval for manufacturing, marketing or importing
        a therapeutic agent in a particular country for human use.

       

      [*]

       

      Royalty
        Buydown.
        The
        term “Royalty
        Buydown”
shall
        have the meaning set forth in Section 5.3.

       

      Royalty
        Buydown Option.
        The
        term “Royalty
        Buydown Option”
shall
        have the meaning set forth in Section 5.3.

       

      Royalty
        Term.
        The
        term “Royalty
        Term”
shall
        mean with respect to any particular Licensed Product in any particular country,
        the period of time commencing on the First Commercial Sale of such Licensed
        Product in such country and extending until the later of: (a) the expiration
        of
        the last to expire of any Valid Claim included in any Licensed CYTOGEN Patent
        in
        such country which would be infringed by an unlicensed Third Party’s
        manufacture, use, sale, importation, development or commercialization of
        the
        Licensed Product or (b) the tenth (10th)
        anniversary of the First Commercial Sale of the Licensed Product in such
        country.

       

      Selling
        Person.
        The
        term “Selling
        Person”
shall
        mean any or all of the LLC or its Sublicensees, as appropriate, selling a
        Licensed Product (including a Licensed Product which is part of a Combination
        Product) or the active ingredients and/or components thereof.

       

      Services
        Agreement.
        The
        term “Services
        Agreement”
shall
        have the meaning set forth in the recitals of this Agreement.

       

      SKICR.
        The
        term “SKICR”
shall
        mean the Sloan-Kettering Institute for Cancer Research, a New York membership
        corporation having its principal place of business at 1275 York Avenue, New
        York, New York 10021. 

       

      SKICR
        Agreement.
        The
        term “SKICR
        Agreement”
shall
        mean the Option and License Agreement, effective July 1, 1993, by and between
        SKICR and CYTOGEN,
        as
        amended by amendment no. 1 thereto effective as of November 22, 1993.


       

      SKICR
        License.
        The
        term “SKICR
        License”
shall
        mean the license granted to CYTOGEN
        pursuant
        to the SKICR Agreement.

       

      Sublicensee.
        The
        term “Sublicensee”
shall
        mean a Person to which the LLC grants a sublicense under Section
        3.2.

       

      Technical
        Information.
        The
        term “Technical
        Information”
shall
        mean unpublished research and development information, unpatented inventions,
        formulae, processes, know-how, trade secrets and technical data.

       

      Territory.
        The
        term “Territory”
shall
        mean the entire world.

       


      
        
          

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      Third
        Party.
        The
        term “Third
        Party”
shall
        mean any Person other than Progenics, CYTOGEN, the LLC and their respective
        Affiliates and, except for CYTOGEN, their respective Sublicensees.

       

      Third
        Party License.
        The
        term “Third
        Party License”
shall
        mean an agreement between (i) the LLC or one of its Affiliates or Sublicensees
        and (ii) a Third Party that grants intellectual property rights that are
        necessary or advisable and that would, in the commercially reasonable judgment
        of the LLC, but for such license, be infringed by the manufacture, use, sale,
        importation, development or commercialization of Licensed Product by the
        LLC or
        one of its Sublicensees.

       

      Vaccine
        Product.
        The
        term “Vaccine
        Product”
shall
        mean any Licensed Product for use in the Field which includes a Field Immunogen
        and is not an Antibody Product.

       

      Valid
        Claim.
        The
        term “Valid
        Claim”
shall
        mean a claim (a) of any issued, unexpired Patent that has not been revoked
        or
        held unenforceable or invalid by a decision of a court or governmental agency
        of
        competent jurisdiction from which no appeal can be taken, or with respect
        to
        which an appeal is not taken within the time allowed for appeal, and that
        has
        not been disclaimed or admitted to be invalid or unenforceable through reissue,
        disclaimer or otherwise, or (b) of any Patent Application that has not been
        cancelled, withdrawn or abandoned, or has not been pending for more than
        seven
        (7) years.

       

      2.  REPRESENTATIONS
        AND WARRANTIES.

       

      2.1  By
        the LLC. 

       

      The
        LLC
        represents and warrants to CYTOGEN, as of the date hereof, as
        follows:

       

      (a)  Due
        Organization.
        The LLC
        is a limited liability company organized and validly existing under the laws
        of
        the State of Delaware.

       

      (b)  Power
        to Act. 
        The LLC
        has all necessary corporate power under the laws of the State of Delaware
        to
        enter into and perform its obligations under this Agreement and has taken
        all
        necessary corporate action under the laws of the State of Delaware and its
        certificate of formation and operating agreement to authorize the execution
        of,
        and performance of its obligations under, this Agreement. 

       

      (c)  No
        Default.
        The
        LLC
        is not in default under, or in conflict with respect to, its certificate
        of
        formation or operating agreement or any term or provision of any agreement,
        mortgage or indenture to which it is a party or by which any of its properties
        are bound or any statute, rule, order, writ, injunction, decree or regulation
        applicable to it or any of its properties that will preclude the performance
        of
        its obligations under this Agreement in any material respect.

       

      (d)  No
        Material Contracts.
        The LLC
        is not subject to any contract or agreement that will preclude or otherwise
        conflict with the performance of its obligations under this Agreement in
        any
        material respect.

       


      
        
          

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      (e)  No
        Conflicts.
        Neither
        the execution nor delivery of this Agreement, the consummation of the
        transactions herein contemplated nor the fulfillment of or compliance with
        the
        terms and provisions hereof will (i) require the consent, approval or
        authorization of, or notice, declaration, filing or registration with, any
        governmental or regulatory authority, or violate any provisions of law,
        administrative regulation or court decree applicable to the LLC or (ii) conflict
        with, result in a breach of any of the terms, conditions or provisions of
        or
        constitute a default under the certificate of formation or operating agreement
        of the LLC or of any agreement or instrument to which it is a party or by
        which
        any of its property is bound.

       

      (f)  Execution
        and Delivery; Enforceability.
        This
        Agreement has been duly executed and delivered and constitutes the legal,
        valid
        and binding obligation of the LLC, enforceable against it in accordance with
        the
        terms hereof, subject, as to enforcement, to bankruptcy, fraudulent conveyance,
        insolvency, reorganization, moratorium and other laws relating to or affecting
        creditors’ rights generally and by general equitable principles.

       

      2.2  By
        CYTOGEN.

       

      CYTOGEN
        represents and warrants to the LLC, as of the date hereof, as
        follows:

       

      (a)  Due
        Organization.
        CYTOGEN
        is a corporation duly organized and validly existing under the laws of the
        State
        of Delaware. 

       

      (b)  Power
        To Act.
        CYTOGEN
        has all necessary corporate power under the laws of the State of Delaware
        to
        enter into and perform its obligations under this Agreement and has taken
        all
        necessary corporate action under the laws of the State of Delaware and its
        certificate of incorporation and by-laws to authorize the execution of, and
        performance of its obligations under, this Agreement. CYTOGEN has the full
        right, power and authority to grant all of the right, title and interest
        in the
        licenses granted, or contingent licenses that may be granted, by CYTOGEN
        under
        Section 3 hereof.

       

      (c)  No
        Default.
        CYTOGEN
        is not in default under, or in conflict with respect to, its certificate
        of
        incorporation or by-laws or any term or provision of any agreement, mortgage
        or
        indenture to which it is a party or by which any of its properties are bound
        or
        any statute, rule, order, writ, injunction, decree or regulation applicable
        to
        it or any of its properties that will preclude the performance of its
        obligations under this Agreement in any material respect.

       

      (d)  No
        Material Contracts. CYTOGEN
        is not subject to any contract or agreement that will preclude or otherwise
        conflict with the performance of its obligations under this Agreement in
        any
        material respect.

       

      (e)  No
        Conflicts.
        Neither
        the execution nor delivery of this Agreement, the consummation of the
        transactions herein contemplated nor the fulfillment of or compliance with
        the
        terms and provisions hereof will (i) require the consent, approval or
        authorization of, or notice, declaration, filing or registration with, any
        governmental or regulatory authority, or violate any provisions of law,
        administrative regulation or court decree applicable to CYTOGEN or (ii) conflict
        with, result in a breach of any of the terms, conditions or provisions of
        or
        constitute a 

       


      
        
          

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      default
        under the certificate of incorporation or by-laws of CYTOGEN or of any agreement
        or instrument to which it is a party or by which any of its property is
        bound.

       

      (f)  Execution
        and Delivery; Enforceability.
        This
        Agreement has been duly executed and delivered and constitutes the legal,
        valid
        and binding obligation of CYTOGEN, enforceable against it in accordance with
        the
        terms hereof, subject, as to enforcement, to bankruptcy, fraudulent conveyance,
        insolvency, reorganization, moratorium and other laws relating to or affecting
        creditors’ rights generally and by general equitable principles.

       

      (g)  SKICR
        Agreement.
        (i)
        Attached as Exhibit 1 is a true and complete copy of the SKICR Agreement
        including all amendments thereto. Copies of all material correspondence between
        CYTOGEN and SKICR through the Amendment Effective Date have been delivered
        by
        CYTOGEN to the LLC and Progenics. No provision of the SKICR Agreement has
        been
        amended, modified or waived, except as set forth in Exhibit 1. All of the
        rights
        granted under the SKICR Agreement to CYTOGEN are valid and enforceable, and
        neither this Agreement nor the Purchase Agreement contravene any provision
        of
        the SKICR Agreement or give rise to a termination right thereunder. (ii)
        Except
        as set forth in Exhibit 1, to CYTOGEN’s knowledge,  the representations and
        warranties made by SKICR in the SKICR Agreement were true in all material
        respects when made;  there has occurred no act or failure to act that would
        render such representations untrue in any material respect if made on and
        as of
        the date hereof; and there exists no breach or anticipatory breach by SKICR
        of
        any of its material obligations under the SKICR Agreement. (iii) The SKICR
        Agreement is in full force and effect, and CYTOGEN has complied in all material
        respects with its obligations thereunder. There does not exist any default
        by
        CYTOGEN under such agreement that, after notice or the lapse of time or both,
        would constitute a material event of default or give rise to a right of
        termination thereunder. (iv) CYTOGEN has neither given nor received any notice
        of termination or breach under such agreements. (v) In the event of any
        misrepresentation or breach of warranty by SKICR under the SKICR Agreement,
        CYTOGEN will cooperate with all reasonable requests of the LLC or its Affiliates
        regarding the assertion of any claim or cause of action against SKICR for
        such
        misrepresentation or breach of warranty; provided,
        that
        the LLC shall bear any and all costs, expenses, liabilities or obligations
        of
        CYTOGEN in connection therewith or arising therefrom.

       

      (h)  No
        Litigation, Claims or Conflicts.
        (i)
        There is no action, suit, claim or proceeding pending or threatened against
        CYTOGEN or, to CYTOGEN’s knowledge, SKICR with respect to any of the Licensed
        CYTOGEN Patents or CYTOGEN Technical Information, either at law or in equity,
        before any court or administrative agency or before any governmental department,
        commission, board, bureau, agency or instrumentality, whether United States
        or
        foreign, relating to validity, infringement, ownership or otherwise, and
        neither
        CYTOGEN nor, to CYTOGEN’s knowledge, SKICR has received any notice that any
        person may bring such a claim, and CYTOGEN has no belief that any basis or
        grounds exists for any such actions, suits or claims. (ii) Except as disclosed
        to the LLC by counsel for the LLC, to CYTOGEN’s knowledge there are no conflicts
        with or violations or infringements of any rights or asserted rights of any
        other person with respect to the Licensed CYTOGEN Patents or the CYTOGEN
        Technical Information. (iii) There are no proceedings or claims pending in
        which
        CYTOGEN or, to CYTOGEN’s knowledge, SKICR alleges that any person is infringing
        upon, or otherwise violating, any of the Licensed CYTOGEN Patents or CYTOGEN
        Technical Information, nor are any proceedings threatened by CYTOGEN or,
        to
        CYTOGEN’s knowledge, SKICR alleging any such violation or infringement.


       


      
        
          

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      (i)  Subsisting
        Rights.
        The
        Licensed CYTOGEN Patents in existence on the date hereof are in full force
        and
        effect, have been maintained to date and are not invalid or unenforceable,
        in
        whole or in part. No act has been done or omitted to be done which had or
        could
        have the effect of impairing or dedicating to the public, or entitling any
        U.S.
        or foreign government authority or any other person to cancel, forfeit, modify
        or consider abandoned any of the Licensed CYTOGEN Patents, or give any person
        any rights with respect thereto. All of CYTOGEN’s rights under the SKICR
        Agreement, and CYTOGEN’s ownership rights in the Patents listed in paragraph 2
        of Annex A hereof, are valid, enforceable and free of defects.

       

      (j)  Confidentiality;
        Effective Waivers.
        (i)
        Neither CYTOGEN nor, to CYTOGEN’s knowledge, SKICR has divulged, furnished to or
        made accessible to any person any trade secrets included in the Licensed
        CYTOGEN
        Patents or CYTOGEN Technical Information without prior thereto having obtained
        an agreement of confidentiality from such person. CYTOGEN and, to CYTOGEN’s
        knowledge, SKICR have obtained from all individuals who participated in any
        respect in the invention or authorship of any Licensed CYTOGEN Patents or
        CYTOGEN Technical Information (as employees, consultants or otherwise) effective
        waivers of any and all ownership rights of such individuals in such rights
        and
        assignments to CYTOGEN or SKICR, as applicable, all rights with respect
        thereto.

       

      (k)  Patent
        Prosecution Disclosure.
        CYTOGEN
        has disclosed to the LLC all of the prosecution files of all of the patents
        and
        patent applications licensed to the LLC by CYTOGEN hereunder.

       

      (l)  Patents
        in the Field.
        To
        CYTOGEN’s knowledge, on the date hereof, CYTOGEN does not have a licensable
        right to any Patent used or useful in the Field except as disclosed on Annex
        A
        hereto.

       

      (m)  No
        Prior Transfer.
        CYTOGEN
        has not sublicensed, assigned, transferred, conveyed or otherwise encumbered
        its
        right, title and interest in any of the Licensed CYTOGEN Patents or CYTOGEN
        Technical Information other than pursuant to the Original Agreement.


       

      (n)  NWC.
        The NWC
        Agreement has been terminated and no rights in the Field remain outstanding
        under the NWC Agreement. All rights in the Field to Patents and Technical
        Information granted thereunder (the “Manufacturing
        Rights”)
        have
        been reacquired by CYTOGEN. There are no subsisting liabilities to NWC stemming
        from or relating to termination of the NWC Agreement.

       

      (o)  Manufacturing
        Rights. Without
        limiting the generality of the license granted to the LLC under Section 3.1,
        the
        Licensed CYTOGEN Patents and CYTOGEN Technical Information include Manufacturing
        Rights to the extent of the Field. CYTOGEN hereby retains all Manufacturing
        Rights outside of the Field.

       

      (p)  Exclusive
        Owner, etc.
        CYTOGEN
        is the sole and exclusive licensee of the rights licensed to CYTOGEN under
        the
        SKICR Agreement of the rights to the Patents listed in Annex A hereof, which
        sets forth a complete and accurate list of Licensed CYTOGEN Patents as of
        date
        hereof, all of which Patents listed 

       


      
        
          

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      in
        Annex
        A are, to CYTOGEN’s knowledge, owned free and clear of any liens, charges and
        encumbrances, and no other person, corporation or other private or governmental
        entity or subdivision thereof has or shall have any claims of ownership
        whatsoever with respect to such rights. There are no judgments or settlements
        against or owed by CYTOGEN relating to such rights.

       

      (q)  Original
        Agreement. CYTOGEN
        has complied in all material respects with Section 4.6 of the Original
        Agreement.

       

      2.3  By
        Progenics.
        Progenics represents and warrants to CYTOGEN, as of the date hereof, as
        follows:

       

      (a)  Due
        Organization.
        Progenics is a corporation duly organized and validly existing under the
        laws of
        the State of Delaware. 

       

      (b)  Power
        To Act.
        Progenics has all necessary corporate power under the laws of the State of
        Delaware to enter into and perform its obligations under this Agreement and
        has
        taken all necessary corporate action under the laws of the State of Delaware
        and
        its certificate of incorporation and by-laws to authorize the execution of,
        and
        performance of its obligations under, this Agreement. Progenics has the full
        right, power and authority to grant all of the right, title and interest
        in the
        licenses granted, or contingent licenses that may be granted, by Progenics
        under
        this Agreement.

       

      (c)  No
        Default.
        Progenics is not in default under, or in conflict with respect to, its
        certificate of incorporation or by-laws or any term or provision of any
        agreement, mortgage or indenture to which it is a party or by which any of
        its
        properties are bound or any statute, rule, order, writ, injunction, decree
        or
        regulation applicable to it or any of its properties that will preclude the
        performance of its obligations under this Agreement in any material
        respect.

       

      (d)  No
        Material Contracts. Progenics
        is not subject to any contract or agreement that will preclude or otherwise
        conflict with the performance of its obligations under this Agreement in
        any
        material respect.

       

      (e)  No
        Conflicts.
        Neither
        the execution nor delivery of this Agreement, the consummation of the
        transactions herein contemplated nor the fulfillment of or compliance with
        the
        terms and provisions hereof will (i) require the consent, approval or
        authorization of, or notice, declaration, filing or registration with, any
        governmental or regulatory authority, or violate any provisions of law,
        administrative regulation or court decree applicable to Progenics or (ii)
        conflict with, result in a breach of any of the terms, conditions or provisions
        of or constitute a default under the certificate of incorporation or by-laws
        of
        Progenics or of any agreement or instrument to which it is a party or by
        which
        any of its property is bound.

       

      (f)  Execution
        and Delivery; Enforceability.
        This
        Agreement has been duly executed and delivered and constitutes the legal,
        valid
        and binding obligation of Progenics, enforceable against it in accordance
        with
        the terms hereof, subject, as to enforcement, to bankruptcy, fraudulent
        conveyance, insolvency, reorganization, moratorium and other laws relating
        to or
        affecting creditors’ rights generally and by general equitable
        principles.

       


      
        
          

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      2.4  By
        All Parties.
        Each
        Party represents and warrants to each of the others, as of the date hereof,
        that
        it has not breached or violated, and is not in breach or violation of, the
        Original Agreement. 

       

      3.  LICENSES.

       

      3.1  Grant
        by CYTOGEN.
        Subject
        to the terms and conditions herein contained, CYTOGEN hereby grants to the
        LLC,
        to the extent (but only to the extent) of the Field, the exclusive (even
        as to
        CYTOGEN) right and license throughout the Territory under the Licensed CYTOGEN
        Patents and the CYTOGEN Technical Information to develop, make, have made,
        distribute, use, offer for sale, sell, have sold, import or export Licensed
        Products. The Parties acknowledge and agree that the LLC shall not be restricted
        in its use for any purpose of Technical Information developed or otherwise
        acquired by it, except to the extent such Technical Information is CYTOGEN
        Technical Information, in which case it will be treated in accordance with
        the
        immediately preceding sentence.

       

      3.2  Sublicenses. 

       

      The
        LLC
        shall have the right to grant sublicenses of the rights granted hereunder,
        provided
        that:
        (i) each Sublicensee shall have agreed in writing to keep books and records
        and
        permit CYTOGEN to review such books and records pursuant to the relevant
        provisions, and to comply with all terms of this Agreement expressly applicable
        to a Sublicensee of the LLC; and (ii) within 15 days of granting any such
        sublicense the LLC shall give written notice of such grant to CYTOGEN and
        provide CYTOGEN with a copy of such sublicense. No consent or approval of
        CYTOGEN shall be required in connection with the granting of such sublicenses.
        Upon reasonable request of any Sublicensee of the LLC, CYTOGEN shall cooperate
        with such Sublicensee to execute, acknowledge, and deliver all documentation,
        further assurances and other instruments solely with respect to the existence
        and good standing of this Agreement, including without limitation copies
        of the
        SKICR Agreement, as amended through the relevant date, and correspondence
        relating thereto; provided,
        that,
        subject to Section 3.4, CYTOGEN will not (i) be or become obligated to pay
        any
        fees or unreimbursed expenses; (ii) incur any additional obligations; or
        (iii)
        be required to amend or deemed to have amended this Agreement or the SKICR
        Agreement, solely by reason thereof. Without limiting the generality of the
        foregoing, it is understood and agreed that the LLC may grant sublicenses
        to its
        Affiliates (“Affiliate
        Sublicensees”)
        of all
        or any part(s) of its rights hereunder, in accordance with this Section 3.2;
        provided,
        that it
        shall be a condition to any such sublicense to such an Affiliate Sublicensee
        that such Affiliate Sublicensee agrees to make available directly to CYTOGEN,
        upon the prior written request of CYTOGEN, such portion of sums owing by
        such
        Affiliate Sublicensee to the LLC under the relevant sublicense agreement
        to
        which CYTOGEN is entitled under Article 5 hereof.

       

      3.3  Guarantee
        of Performance of Sublicensee.

       

      The
        LLC
        hereby unconditionally guarantees to CYTOGEN the performance of any of its
        Sublicensees’ financial obligations hereunder, including making all payments
        due, and making all reports required, under this Agreement to be made by
        reason
        of sales of Licensed Products by its Sublicensees and their compliance with
        all
        applicable terms of this Agreement. In any such sublicense, the Sublicensee
        shall agree that in the event of a breach by the Sublicensee in 

       


      
        
          

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      the
        observance of any applicable terms of this Agreement, CYTOGEN shall be entitled
        to proceed against such Sublicensee or directly against the LLC, as CYTOGEN
        may
        determine, in its sole discretion, to enforce this Agreement.

       

      3.4  Cure
        of Breach by Sublicensee.
        Upon
        notification to CYTOGEN by the LLC of the grant by the LLC of any sublicense
        under this Agreement, CYTOGEN shall become obligated to notify in writing
        any
        such Sublicensee of any breach by the LLC hereunder, or of any purported
        termination by CYTOGEN, with such notice to be sent to such Sublicensee (at
        the
        address specified by the LLC) at the same time as notice is sent to the LLC.
        In
        the event that the LLC breaches this Agreement, which breach remains uncured
        through the expiration of any applicable cure period, any Sublicensee of
        the LLC
        hereunder shall have the right, but not the obligation, during a period of
        45
        days after the expiration of the aforesaid cure period, to cure such breach
        in
        its own name, and, upon curing such breach, such Sublicensee shall have the
        right to be substituted for the LLC as a direct sublicensee under the Licenses
        to the exclusion of, and on the same terms as, the LLC to the extent of the
        sublicense. A provision to the effect of the foregoing shall be included
        in any
        sublicense granted hereunder.

       

      3.5  [*]

       

      (a)  Notice
        of Proposed Transfer.
        The LLC
        shall (x) deliver to CYTOGEN a written notice (the “Notice”)
        stating: (i) the LLC’s intention to sublicense the Potential IP; (ii) the
        Proposed IP to be sublicensed; and (iii) the price and/or consideration (the
        “Offer
        Price”)
        and
        the material terms and condition of the proposed sublicense (the “Offer
        Terms”)
        contained in the bona
        fide
        Offeror
        offer; and (y) offer the Proposed IP at the Offer Price and on the Offer
        Terms
        to CYTOGEN; provided,
        however,
        if the
        Offer Price is for consideration other than cash, then CYTOGEN shall have
        the
        right to offer substantially similar consideration as the Offer Price or
        with a
        consideration at least as favorable to the LLC, in the reasonable judgment
        of
        the LLC, as the Offer Price consideration from such Offeror.

       

      (b)  Exercise
        of Right of First Refusal.
        At any
        time within 30 calendar days after receipt by CYTOGEN of the Notice (the
        “Response
        Period”),
        CYTOGEN may, by giving written notice to the LLC, elect to sublicense the
        Proposed IP. The consideration payable by CYTOGEN in respect of the Proposed
        IP
        sublicense shall be the Offer Price and the terms and conditions of the
        sublicense shall be in all material respects, at least as favorable to the
        LLC
        as the Offer Terms taken as a whole. If (i) CYTOGEN indicates during the
        Response Period that it has no interest in exercising its Right of First
        Refusal
        or (ii) CYTOGEN fails to provide the LLC with notice of exercise prior to
        the
        expiration of the Response Period, the LLC shall thereafter be free, without
        any
        further obligation to CYTOGEN, to sublicense the Proposed IP to an Offeror
        on
        terms no more favorable to the Offeror than the Offer Price and Offer Terms;
        provided,
        however,
        the LLC
        must execute a definitive agreement with the Offeror with such Offer Price
        and
        on such Offer Terms within 180 calendar days after the expiration of the
        Response Period (the “Termination
        Period”).
        If
        such agreement is not executed prior to the expiration of the Termination
        Period, then CYTOGEN shall have the right to receive again the Notice set
        forth
        in Section 3.5(a) above, and CYTOGEN shall have the right to the Response
        Period
        set forth in this Section 3.5(b).

       

      3.6  Reservation
        of Rights.
        CYTOGEN
        reserves the right to practice and use the CYTOGEN Technical Information
        and to
        develop, make, have made, and use Licensed Products, in each case, without
        cost
        and subject to the confidentiality provisions of this Agreement, for
        non-commercial internal research and development purposes.

       


      
        
          

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      3.7  No
        Other Rights.
        Except
        as expressly provided herein, no right, title or interest is granted by CYTOGEN
        under the Licensed CYTOGEN Patents or CYTOGEN Technical Information or
        otherwise. CYTOGEN expressly does not grant, and nothing contained herein
        is
        intended to grant, or shall be construed as granting, any right, title or
        interest outside of the Field.

       

      3.8  Competition
        Not Prohibited.
        No
        license granted under this Agreement, and no other provision contained herein,
        shall be deemed to prohibit the LLC or CYTOGEN or any of their respective
        Affiliates from engaging in any activity outside of the Field.

       

      4.  CERTAIN
        COVENANTS.

       

      4.1  No
        Waivers or Grant of Further Rights.
        CYTOGEN
        will not, without the prior written consent of the LLC, terminate, amend,
        modify
        or grant any waivers or consents under any the SKICR Agreement with respect
        to
        the Field, or grant any further rights to the Licensed CYTOGEN Patents or
        CYTOGEN Technical Information in the Field except to the LLC, or take any
        other
        action with respect to the Licensed CYTOGEN Patents or the CYTOGEN Technical
        Information that could adversely affect the rights granted to the LLC
        hereunder.

       

      4.2  Summary
        Reports.
        For so
        long as the LLC is developing Licensed Products, the LLC shall keep CYTOGEN
        informed through written summary reports about the status of the development
        of
        Licensed Products. Such reports shall be provided to CYTOGEN on a quarterly
        basis, with the first report due on June 30, 2006. The sole remedy for breach
        of
        this Section 4.2, is compliance by the LLC with this Section 4.2 upon notice
        by
        CYTOGEN.

       

      4.3  Breach
        of SKICR Agreement.
        In the
        event that CYTOGEN shall be in breach of or default under any of the material
        terms, conditions or agreements contained in the SKICR Agreement to be kept,
        observed or performed by it, or receives notice of breach or termination
        of or
        default under such agreements, it shall immediately notify the LLC thereof.
        If
        CYTOGEN has not cured such breach or default within 30 days after the effective
        date of any notice of termination issued with respect to such breach or default,
        the LLC shall have the right, but not the obligation, to cure any such breach
        or
        default in its own name, and the LLC shall have the right to be substituted
        for
        CYTOGEN as direct licensee in the Field under either such agreement to the
        exclusion of, and on the same terms as, CYTOGEN. If the LLC elects not to
        cure
        such breach or default or fails to cure such breach or default within 40
        days of
        the notice, then Progenics shall have the right, but not the obligation,
        to cure
        any such breach or default in its own name, and Progenics shall have the
        right
        to be substituted for CYTOGEN as direct licensee in the Field under either
        such
        agreement to the exclusion of, and on the same terms as, CYTOGEN. The 30-day
        and
        40-day periods described above shall be extended on a one-for-one basis as
        a
        result of any extension to the cure period set forth in Section IV.D.1 of
        the
        SKICR Agreement agreed to in writing by SKICR.

       

      4.4  Notices
        under the SKICR Agreement.
        CYTOGEN
        shall require SKICR to furnish copies of all notices and other communications
        required or permitted under such the SKICR Agreement (including without
        limitation notices of breach or termination) to the LLC and, upon the request
        of
        the LLC, to such Sublicensee(s) of the LLC or as the LLC shall specify. In
        addition, CYTOGEN will furnish copies of all notices and communications to
        the
        LLC and, upon the request of the LLC, to such Sublicensee(s) of the LLC as
        the
        LLC shall specify.

       


      
        
          

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      4.5  Compliance
        with Terms of the SKICR Agreement; Assignment.
        CYTOGEN
        shall fulfill each of its obligations under the SKICR Agreement. The LLC
        shall
        undertake the efforts required of CYTOGEN under Section VIII.A.1 of the SKICR
        Agreement within the Field. Without limiting the generality of the foregoing,
        within 30 days of the execution of this Agreement, CYTOGEN shall notify SKICR
        of
        the execution of this Agreement and provide SKICR with the LLC’s name and
        address as required by Section III.D.3 of the SKICR Agreement. CYTOGEN will
        not
        assign any interests under the SKICR Agreement unless the assignee expressly
        agrees to take such interest subject to the interest of the LLC
        hereunder.

       

      4.6  Termination
        of Services Agreement.
        The
        Parties hereby terminate, in its entirety, the Services Agreement and each
        Party
        releases each other Party from any obligations thereunder and from any
        liabilities relating thereto.

       

      5.  ROYALTIES
        AND OTHER PAYMENTS. In
        further consideration for the exclusive licenses granted by CYTOGEN to the
        LLC
        pursuant to the provisions of Section 3.1 hereof, the LLC agrees to make
        the
        following payments to CYTOGEN as follows:

       

      5.1  Milestone
        Payments.
        The
        LLC
        shall make the following one-time payments to CYTOGEN upon achievement of
        the
        milestone events set forth below:

       

      (a)  Antibody
        Product Milestones:

       

      [*]:

       

      
        	
                Milestone
                  Event For Antibody Products:

                 

              	
                Payment
                  Amount

                 

              
	
                Upon
                  [*] of [*] in the [*]:

                 

              	
                $[*]

                 

              


      

      


      [*]:

       

      
        	
                Milestone
                  Events For Antibody Products:

                 

              	
                Payment
                  Amount

                 

              
	
                Upon
                  [*] for the [*] of at least $[*]:

                 

              	
                $[*]

                 

              
	
                Upon
                  [*] for [*] of at least $[*]:

                 

              	
                $[*]

                 

              


      

      


      (b)  Vaccine
        Product Milestones:

       

      [*]:

       

      
        	
                Milestone
                  Events For Vaccine Products:

                 

              	
                Payment
                  Amount

                 

              
	
                Upon
                  [*] of any [*] in the [*]:

                 

              	
                $[*]

                 

              


      

      


       


      
        
          

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      [*]:

       

      
        	
                Milestone
                  Events For Vaccine Products:

                 

              	
                Payment
                  Amount

                 

              
	
                Upon
                  [*] for the [*] of at least $[*]:

                 

              	
                $[*]

                 

              
	
                Upon
                  [*] for the [*] of at least $[*]:

                 

              	
                $[*]

                 

              


      

      


       

      Each
        of
        the Regulatory Approval milestone payments payable under this Section 5.1
        shall
        be payable only [*] in relation to Antibody Products and only [*] in relation
        to
        Vaccine Products, regardless of [*]. [*] milestones payable under this Section
        5.1 shall be payable only [*] in respect of [*] and only [*] in respect of
        [*].

       

      5.2  Royalties.

       

      (a)  Subject
        to Section 5.3, commencing with the First Commercial Sale of an Antibody
        Product, and thereafter during the relevant Royalty Term, the LLC shall pay
        to
        CYTOGEN, on an Antibody Product-by-Antibody Product basis in the Territory,
        royalties in the amount of [*]% of Annual Net Sales of such Antibody
        Product.

       

      (b)  Subject
        to Section 5.3, commencing with the First Commercial Sale of a Vaccine Product,
        and thereafter during the relevant Royalty Term, the LLC shall pay to CYTOGEN
        the following royalties on a Vaccine Product-by-Vaccine Product basis in
        the
        Territory for Annual Net Sales of such Vaccine Product: 

       

      
        	
                Incremental
                  Annual Net Sales of a Vaccine Product (on a Vaccine-Product-by-Vaccine
                  Product basis) in the Territory during the applicable Calendar
                  Year:

                 

              	
                Royalty
                  Rate

                 

              
	
                For
                  the portion of Annual Net Sales less than $[*]:

                 

              	
                [*]%

                 

              
	
                For
                  the portion of Annual Nets Sale equal to or greater than $[*],
                  but less
                  than $[*]:

                 

              	
                [*]%

                 

              
	
                For
                  the portion of Annual Net Sales equal to or greater than
                  $[*]:

                 

              	
                [*]%

                 

              


      

      


       

      5.3  Royalty
        Buydown.

       

      (a)  The
        LLC
        shall have the option (the “Royalty
        Buydown Option”)
        as set
        forth below, based on the stage of development (the “Option
        Stage”)
        of the
        first Antibody Product and first Vaccine Product, respectively, to reach
        such
        Option Stage, to pay to CYTOGEN the amount indicated below, to prospectively
        relieve the LLC of the financial obligation to pay any royalties on Annual
        Net
        Sales of all Antibody Products and Annual Net Sales of all Vaccine Products,
        respectively (the “Royalty
        Buydown”):

       


      
        
          

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                Option
                  Stage

                 

              	
                Antibody
                  Product

                 

              	
                Vaccine
                  Product

                 

              
	
                Prior
                  to [*].

                 

              	
                $[*]

                 

              	
                $[*]

                 

              
	
                Upon
                  and following [*]

                 

              	
                $[*]

                 

              	
                $[*]

                 

              
	
                Upon
                  and following [*]

                 

              	
                $[*]

                 

              	
                $[_]

                 

              
	
                Upon
                  and following [*]

                 

              	
                $[*]

                 

              	
                $[*]

                 

              


      

      


       

      (b)  The
        LLC
        shall give written notice of its intent to exercise a Royalty Buydown Option
        for
        an Antibody Product or Vaccine Product to CYTOGEN during an Option Stage.
        Payment to CYTOGEN from the LLC shall be made within 30 days of delivery
        of such
        written notice and such payment shall constitute full and final satisfaction
        of
        the LLC’s royalty payment obligations under Section 5.2 in respect of all
        Antibody Products in the case of an Option Stage payment for an Antibody
        Product, or all Vaccine Products in the case of an Option Stage payment for
        a
        Vaccine Product. The Royalty Buydown shall become effective immediately upon
        receipt of notice of the Royalty Buydown Option by CYTOGEN. Notwithstanding
        the
        foregoing, the LLC shall pay to CYTOGEN: (i) all milestone payments, payable
        under Section 5.1, but only upon achievement of the events as set forth in,
        and
        in accordance with, Section 5.1; and (ii) royalty payments which accrued
        before
        the effective date of the Royalty Buydown, in accordance with Section
        5.2.

       

      5.4  Reduction
        of Royalties if Third Party License Required.
        If the
        LLC determines that it cannot reasonably develop or commercialize a Licensed
        Product in a particular country in the Territory without obtaining a Third
        Party
        License and the LLC thereafter obtains and pays for the Third Party License,
        the
        LLC shall be entitled to reduce, on a [*], the applicable royalty payable
        under
        Section 5.2; provided,
        however,
        that in
        no event shall this deduction cause the amounts payable to CYTOGEN, in respect
        of such Licensed Product in such country, to be less than [*]% of the amount
        otherwise payable to CYTOGEN for such Contract Quarter in respect of such
        Licensed Product in such country. Any amount which would have reduced a royalty
        payment pursuant to the immediately preceding sentence, but was not applied
        due
        to the [*]% limit therein, shall be credited against royalties payable in
        subsequent Contract Quarters, subject to the foregoing percentage restriction,
        until all such amounts have been credited. The Third Party License costs
        provided above shall be discounted for purposes of this Section 5.4 if such
        Third Party License is applicable to products of the LLC or any Sublicensee
        other than the Licensed Products (“Non-Licensed
        Products”)
        as
        follows: such discount shall be determined at the time payments are made
        under
        the Third Party License and shall be based on the relation of (i) the economic
        value of the rights applicable to the Non-Licensed Products to (ii) the economic
        value of the rights applicable to the Licensed Products.

       


      
        
          

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      5.5  Payments
        Associated with Existing Third Party Agreements. The
        LLC
        shall pay earned royalties to CYTOGEN, under the SKICR Agreement, at the
        minimum
        royalty rate(s) required to be paid and at the times any such payments are
        due.
        In addition, the LLC will pay to CYTOGEN fees equal in amount to the minimum
        amount of any minimum royalty (to the extent such royalty exceeds earned
        royalties) or other fees required to be paid by CYTOGEN under the SKICR
        Agreement at the times any such payments are due. Any fees (but excluding
        earned
        royalties) payable by the LLC to CYTOGEN pursuant to this Section 5.5 shall
        be
        discounted by [*]% to reflect the value of rights sublicensed by SKICR to
        CYTOGEN but not sublicensed by CYTOGEN to the LLC.

       

      5.6  Other
        Products.
        Other
        Products shall be deemed to be Antibody Products (i) for purposes of determining
        royalties payable under Section 5.2 with respect to Commercial Sales of Other
        Products, and (ii) for purposes of the Royalty Buydown under Section 5.3.
        For
        the avoidance of doubt, in the event that the LLC exercises the Royalty Buydown
        Option in respect of an Antibody Product, such Royalty Buydown shall also
        relieve the LLC of financial obligations to pay any royalties on Annual Net
        Sales of all Other Products.

       

      6.  PATENT
        PROSECUTION AND MAINTENANCE, ETC.

       

      6.1  Prosecution
        and Maintenance.
        To the
        fullest extent legally and contractually entitled, CYTOGEN hereby grants
        to the
        LLC the exclusive right to prepare new applications based on CYTOGEN Technical
        Information licensed hereunder, prepare continuing patent applications which
        contain claims directed to subject matter in the Field and claim priority
        to the
        Licensed CYTOGEN Patents, file, and prosecute patent applications that are
        Licensed CYTOGEN Patents, maintain or extend the term of any issued patent
        that
        is a Licensed CYTOGEN Patent, and defend against any conflicts, oppositions
        or
        interferences involving Third Party challenges to the Licensed CYTOGEN Patents.
        The cost of such activities shall be borne by the LLC; provided,
        however,
        that if
        less than all of the rights to any such Patent has been licensed to the LLC
        pursuant hereto, the LLC shall bear only that portion of the cost of such
        activities as reflects the proportionate economic value, as agreed upon in
        good
        faith by the Parties, of the rights licensed to the LLC. CYTOGEN shall
        cooperate, at the LLC’s expense, with all reasonable requests of the LLC in all
        such activities. If at any time the LLC determines not to prepare, file or
        prosecute a Patent licensed to the LLC hereunder, maintain or extend the
        term of
        any Patent licensed to the LLC hereunder or defend against any conflicts,
        oppositions or interferences involving Third Party challenges to any Patent
        licensed to the LLC hereunder, the LLC shall notify CYTOGEN of any such
        determination and grant back to CYTOGEN the right to conduct any such activity.
        If the right to prepare, file or prosecute any Patent licensed by CYTOGEN
        to the
        LLC hereunder, or to maintain or extend or to defend against any Third Party
        conflicts, oppositions or interferences involving any Patent licensed to
        the LLC
        hereunder cannot be granted to the LLC, CYTOGEN shall use commercially
        reasonable efforts diligently to perform, or cause to be performed, in
        consultation with the LLC, such activities. In
        addition, to the fullest extent legally and contractually entitled, CYTOGEN
        grants to the LLC the right to review and comment on the
        prosecution and maintenance of patents and patent applications which claim
        priority to or are otherwise related to the Patents licensed to the LLC
        hereunder. The cost of such activities shall be borne by the LLC; provided,
        however,
        that if
        less than all of the rights to any such Patent has been licensed to the LLC
        pursuant hereto, the LLC shall bear only that portion of the cost of such
        activities as reflects the proportionate economic value, as agreed upon in
        good
        faith by the Parties,

       


      
        
          

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      of
        the
        rights licensed to the LLC. The
        LLC
        also grants to CYTOGEN the right to review and comment on the
        prosecution and maintenance of patents and patent applications which claim
        priority to or are otherwise related to the Patents licensed to the LLC
        hereunder. The cost of such activities shall be borne by CYTOGEN. Upon issuance
        of a patent based upon any pending patent application listed in Annex A,
        or any
        continuation in whole or in part derived therefrom, Annex A shall be revised
        to
        reflect the issuance of such patent. In the event such an issued patent contains
        claims directed only to subject matter which falls entirely outside of the
        Field, the patent shall be removed from Annex A. For purposes of clarity,
        upon
        removal of a patent from Annex A, the patent shall be considered to fall
        outside
        the definition of Licensed CYTOGEN Patents.

       

      6.2  Disclosure
        Regarding Patent Activities.
        Each
        Party which engages in patent activities of the nature described in section
        6.1
        hereof shall promptly provide the other Parties with all correspondence
        (including any filings sent or received) and all other information concerning
        such activities which comes into such Party’s possession, and shall periodically
        update the other Parties on all relevant information concerning the actions
        described in Section 6.1 hereof. In addition to the foregoing, each Party
        required to disclose information pursuant to this Section 6.2 shall provide
        to
        the other Parties a reasonable opportunity to review any materials to be
        submitted or filed with any patent or governmental authority or in connection
        with any such proceeding and to comment on such materials and will discuss
        and
        consider such comments in good faith. The Parties consent to the disclosure
        of
        such correspondence by the LLC, at its discretion, to any and all of its
        Affiliates and any Sublicensee, provided
        that
        such Affiliates and Sublicensees shall receive such correspondence under
        a
        confidential disclosure agreement reasonably satisfactory in form and substance
        to Progenics or CYTOGEN, as the case may be.

       

      7.  REPORTS
        AND ROYALTY PAYMENTS; BOOKS AND RECORDS

       

      7.1  Reports.
        On or
        before the last day of each February, May, August, and November commencing
        with
        the first such date following the First Commercial Sale, and thereafter
        throughout the Contract Period, the LLC shall furnish CYTOGEN with a written
        report, signed by an authorized officer or agent of the LLC, showing all
        Commercial Sales with respect to which earned royalties are due to CYTOGEN
        hereunder with respect in each case to the immediately preceding Contract
        Quarter.

       

      7.2  Royalty
        Payments.
        With
        each such quarterly report, the LLC shall remit to CYTOGEN the total amount
        of
        earned royalties shown thereby to be due. All payments (and all payments
        under
        Section 5) shall be made in lawful funds of the United States of
        America.

       

      7.3  Calculation
        of Royalties and Other Payments.
        In
        order to permit the LLC to calculate the amount of royalties and other payments
        payable pursuant to Section 5 hereof, CYTOGEN shall provide to the LLC true
        and
        complete copies of the SKICR Agreement. CYTOGEN will also furnish the LLC
        with a
        written report, signed by an authorized officer, stating product sales by
        each
        of the other licensees or Sublicensees (if any) covered by the SKICR Agreement
        (to the extent available to, and not subject to legal or contractual
        restrictions on disclosure by, CYTOGEN), and will make its respective personnel
        available to answer questions and otherwise provide information with respect
        to
        any matters reasonably necessary for the LLC to calculate amounts due by
        the LLC
        to CYTOGEN under Section 5 hereof.

       


      
        
          

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      7.4  Currency
        Control Restrictions.
        In the
        event that the LLC is precluded from transferring royalties due CYTOGEN
        hereunder at any time during the Contract Period because the LLC has failed
        after commercially reasonable due diligence to obtain the approval of such
        transfer from the appropriate governmental agency responsible for control
        of
        currency exchanges of a particular country in which the LLC has sold Licensed
        Products, then the LLC agrees (a) to deposit or to cause the deposit of such
        royalties to the account of CYTOGEN in a bank in such country designated
        by the
        beneficiary of such deposit; (b) to provide or to cause to be provided to
        such
        beneficiary documentary evidence of such deposits; and (c) to remit or to
        cause
        remittance of such deposits to such beneficiary immediately upon the subsequent
        approval of such transfers by such governmental agency. The LLC further agrees
        that the form of such depository account shall permit such beneficiary to
        withdraw the deposited amounts at will, but shall permit the LLC to withdraw
        the
        deposited amounts solely for the purpose of remitting such amounts to such
        beneficiary pursuant to the provisions of this Section 7.4.

       

      7.5  Books
        and Records.
        The LLC
        agrees to keep adequate and complete records showing all Commercial Sales
        and/or
        other revenues with respect to which earned royalties and/or other payments
        are
        due CYTOGEN hereunder. Such records shall include all information necessary
        to
        verify the total amount and computation of earned royalties and/or other
        payments hereunder, and shall be open to inspection by CYTOGEN during reasonable
        business hours upon reasonable notice to the extent necessary to verify the
        amount thereof. Such inspection by CYTOGEN shall be made not more often than
        once each Contract Year at the request of CYTOGEN (unless good cause is shown
        by
        CYTOGEN of the need for more frequent inspection) by an auditor appointed
        by
        CYTOGEN and to whom the LLC has no reasonable objection, provided
        that
        such auditor shall be under a confidentiality obligation to the LLC to reveal
        only that information, and only to CYTOGEN, necessary to verify the royalties
        due hereunder. In addition, such inspection shall be limited to a period
        not to
        extend beyond three years after the date of receipt by the requesting Party
        of a
        report from the LLC relating to such records pursuant to Section 7.1 hereof.
        After such three-year period, any such report and the records upon which
        such
        report was based shall be deemed presumptively correct. The expenses of any
        such
        audit shall be borne by the party requesting the audit unless the audit
        determines a discrepancy in favor of CYTOGEN of at least 10%, in which event
        the
        audit expenses shall be borne by the LLC. Notwithstanding the foregoing,
        CYTOGEN
        shall, at reasonable times and upon reasonable notice, be granted access
        after
        such three-year period to such records (to the extent retained by the LLC)
        for
        purposes of preparing tax returns and related materials.

       

      8.  TAXATION
        OF PAYMENTS.
        Insofar
        as any earned royalties which are due CYTOGEN hereunder are subject to taxation
        by any country under the provisions of the tax laws of that country, then
        CYTOGEN hereby authorizes the LLC to withhold such taxes from the payments
        which
        are payable to CYTOGEN in accordance with this Agreement if the LLC is either
        required to do so under such country’s tax laws or directed to do so by an
        agency of such country’s government. Whenever the LLC deducts such tax from any
        payments due CYTOGEN, the LLC shall furnish CYTOGEN with a tax certificate
        showing the payment of such tax to the government of such country. In the
        event
        such taxes are assessed against the LLC by reason of its failure to withhold
        such taxes from any payments which have been paid to CYTOGEN in accordance
        with
        this Agreement, then CYTOGEN agrees to reimburse the LLC for such tax assessment
        but not for any fine, penalty, fee or interest related to the LLC’s failure to
        withhold, pay or make timely payment of such taxes.

       


      
        
          

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      9.  PRODUCT
        LIABILITY DISCLAIMERS. 

       

      9.1  Product
        Liability Disclaimer by Progenics.
        Progenics assumes no responsibility for the manufacture, product specifications,
        end use or provision of any Licensed Products that are manufactured or provided
        by or for, or sold by, the LLC or any Sublicensee. All warranties in connection
        with such Licensed Products made or provided by the LLC or any Sublicensee
        shall
        not directly or impliedly obligate Progenics in any manner whatsoever under
        such
        warranties or otherwise.

       

      9.2  Product
        Liability Disclaimer by CYTOGEN.
        CYTOGEN
        assumes no responsibility for the manufacture, product specifications, end
        use
        or provision of any Licensed Products that are manufactured or provided by
        or
        for, or sold by, the LLC or any Sublicensee. All warranties in connection
        with
        such Licensed Products made or provided by the LLC or any Sublicensee shall
        not
        directly or impliedly obligate CYTOGEN in any manner whatsoever under such
        warranties or otherwise.

       

      9.3  Product
        Liability Disclaimer by the LLC.
        The LLC
        assumes no responsibility for the manufacture or product specifications of
        any
        products which are manufactured by or for Progenics or CYTOGEN except for
        the
        manufacture or product specifications of materials made by or for the LLC.
        Any
        warranties in connection with such products made by Progenics or CYTOGEN
        as user
        of such products shall not directly or impliedly obligate the LLC. 

       

      10.  INDEMNIFICATION
        AND INFRINGEMENT.

       

      10.1  Indemnification.

       

      10.1.1
          By
        Progenics.
        Progenics shall indemnify, defend and hold CYTOGEN and its Affiliates harmless
        from and against any and all claims, suits or demands for liability, damages,
        losses, costs and expenses, including the reasonable costs and expenses of
        counsel (collectively, “Losses”),
        arising out of any breach of the representations and warranties, or the failure
        to perform when and as required any of the covenants or agreements, made
        by
        Progenics in this Agreement.

       

      10.1.2
          By
        CYTOGEN.
        CYTOGEN
        shall indemnify, defend and hold the LLC, its Affiliates and any Sublicensee
        of
        the LLC hereunder harmless from and against any and all Losses arising out
        of
        (i) any breach of the representations and warranties, or the failure to perform
        when and as required any of the covenants or agreements, made by CYTOGEN
        in this
        Agreement or (ii) any infringement or purported infringement of Third Party
        intellectual property rights by practicing the Licensed CYTOGEN Patents or
        the
        CYTOGEN Technical Information. 

       

      10.1.3
          By
        the LLC.
        The LLC
        shall indemnify, defend and hold CYTOGEN and its Affiliates harmless from
        and
        against any and all Losses arising out of (i) any breach of the representations
        and warranties, or the failure to perform when and as required any of the
        covenants or agreements, made by the LLC in this Agreement or (ii) any claim
        by
        a Third Party that any Licensed Product made, used or sold by or on behalf
        of
        the LLC or any sublicense thereof infringes patent rights of such Third Party
        (except insofar as any such claim gives rise to an indemnification obligation
        of
        Progenics under Section 10.1.1 hereof or of CYTOGEN under Section 10.1.2
        hereof).

       


      
        
          

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      10.2  Infringement
        of Licensed CYTOGEN Patents.
        In the
        event that any Party becomes aware that any Third Party is infringing any
        claim
        or claims of any issued patent included within the Licensed CYTOGEN Patent
        or
        CYTOGEN Technical Information, then such Party shall immediately advise the
        other Parties, and the Parties shall consult with each other as to the most
        effective way of proceeding. Under such circumstances:

       

      (a)  
        the LLC,
        as the exclusive licensee of the Licensed CYTOGEN Patents, shall have the
        right,
        but not the obligation, and subject to any applicable Third Party rights,
        to
        commence and prosecute an action under the Licensed CYTOGEN Patents against
        any
        such Third Party infringer, in which event the LLC shall bear the costs of
        such
        action and shall be entitled to retain any recovery resulting
        therefrom;

       

      (b)  
        if the
        LLC declines or fails to commence and/or prosecute such action, then CYTOGEN
        shall be entitled to commence and prosecute an action under the appropriate
        Licensed CYTOGEN Patents against such Third Party infringer, in which event
        CYTOGEN shall bear the costs of such action and shall be entitled to retain
        any
        recovery resulting therefrom.

       

      The
        Parties shall cooperate fully with each other in any such proceedings,
        consulting as to litigation strategies and other matters related to any such
        proceedings, and shall, among other things, furnish information and evidence
        when so requested by the other, including testimony by the requested Party,
        its
        agents and employees, as may be required by the Party commencing and prosecuting
        such action.

       

      10.3  Procedure.
        Each
        Party shall promptly notify the other Party in writing in the event it becomes
        aware of a claim for which indemnification may be sought hereunder. In case
        any
        proceeding (including any governmental investigation) shall be instituted
        involving any Party in respect of which indemnity may be sought pursuant
        to this
        Section 10, such Party (the “Indemnified
        Party”)
        shall
        promptly notify the other Party (the “Indemnifying
        Party”)
        in
        writing and the Indemnifying Party and Indemnified Party shall meet to discuss
        how to respond to any claims that are the subject matter of such proceeding.
        The
        Indemnified Party shall cooperate fully with the Indemnifying Party in defense
        of such matter. The Indemnifying Party, upon request of the Indemnified Party,
        shall retain counsel reasonably satisfactory to the Indemnified Party to
        represent the Indemnified Party and shall pay the fees and expenses of such
        counsel related to such proceeding. In any such claim, the Indemnified Party
        shall have the right to retain its own counsel, but the fees and expenses
        of
        such counsel shall be at the expense of the Indemnified Party unless (i)
        the
        Indemnifying Party and the Indemnified Party shall have mutually agreed to
        the
        retention of such counsel or (ii) the named parties to any such claim (including
        any impleaded parties) include both the Indemnifying Party and the Indemnified
        Party and representation of both Parties by the same counsel would be
        inappropriate due to actual or potential differing interests between them.
        All
        such fees and expenses shall be reimbursed as they are incurred. The
        Indemnifying Party shall not be liable for any settlement of any claim effected
        without its written consent, but, if settled with such consent or if there
        be a
        final judgment for the plaintiff, the Indemnifying Party agrees to indemnify
        the
        Indemnified Party from and against any loss or liability by reason of such
        settlement or judgment. The Indemnifying Party shall not, without the written
        consent of the Indemnified Party, effect any settlement of any pending or
        threatened claim in respect of which the Indemnified Party is, or arising
        out of
        the same set of facts could have been, a party and indemnity could have


       


      
        
          

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      been
        sought hereunder by the Indemnified Party, unless such settlement includes
        an
        unconditional release of the Indemnified Party from all liability on claims
        that
        are the subject matter of such proceeding.

       

      11.  TERM
        AND
        TERMINATION. 

       

      11.1  Term.
        Unless
        sooner terminated in accordance with Section 11.2, the Original Agreement
        shall
        continue as amended and restated hereby, and shall cease upon the last to
        subsist of any Valid Claim of any Licensed CYTOGEN Patents; provided,
        however,
        that
        this Agreement shall not terminate until the end of the last Royalty Term
        unless
        sooner terminated in accordance with Section 11.2; provided,
        further,
        that
        the provisions of Sections 7.1, 7.5, 9, 10, 11.1, 12 and 14 hereof shall
        survive
        any such termination or expiration.

       

      11.2  Termination.
        This
        Agreement may be terminated at any time prior to the end of the term set
        forth
        in Section 11.1 hereof, as follows:

       

      11.2.1
          For
        Breach.
        In the
        event either the LLC or Progenics on the one hand, or CYTOGEN on the other
        hand,
        shall breach any of the material representations or warranties or any material
        term, condition or agreement contained herein made or to be kept, observed
        or
        performed by it, then the other such Party may terminate this Agreement,
        at its
        option and without prejudice to any of its other legal or equitable rights
        and
        remedies, by giving the other such Party 60 days’ notice in writing, identifying
        with reasonable specificity the breach, unless (in the case of a breach of
        any
        term, condition or agreement) the notified Party within such 60-day period
        shall
        have cured the breach.

       

      11.2.2
          For
        Bankruptcy. (a)
        In the
        event (i) Progenics or the LLC on the one hand, or CYTOGEN on the other hand,
        shall suspend business, or shall file a voluntary petition or any answer
        admitting the jurisdiction of the court and the material allegations of,
        or
        shall consent to an involuntary petition pursuant to or purporting to be
        pursuant to any reorganization or insolvency law of any jurisdiction, or
        shall
        make an assignment for the benefit of creditors, or shall apply for or consent
        to the appointment of a receiver or trustee of a substantial part of its
        property, and (ii) no Affiliate of such Party shall undertake to assume its
        obligations under the provisions of this Agreement within 90 days from the
        date
        on which such Party becomes so disabled, then to the extent permitted by
        law the
        other such Party may thereafter immediately terminate this Agreement by giving
        written notice of termination to the other Parties.

       

      (b)  In
        the
        event this Agreement is terminated under Section 11.2.2(a) as a result of
        an
        event covered thereby with respect to CYTOGEN, and the LLC terminates this
        Agreement under Section 11.2.2(a) or CYTOGEN rejects this Agreement pursuant
        to
        Section 365 of the U.S. Bankruptcy Code, all rights and licenses granted
        under
        or pursuant to this Agreement by CYTOGEN, to the LLC are, and shall otherwise
        be
        deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code,
        licenses of rights to “intellectual property” as defined under Section 101(35A)
        of the U.S. Bankruptcy Code. CYTOGEN agrees that the LLC, as licensee of
        such
        rights under this Agreement, shall retain and may fully exercise all of its
        rights and elections under the U.S. Bankruptcy Code. The Parties further
        agree
        that, in the event of the commencement of a bankruptcy proceeding by or against
        CYTOGEN under the U.S. Bankruptcy Code, the LLC shall be entitled to a complete
        duplicate of (or complete access to, as appropriate) any such 

       


      
        
          

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      intellectual
        property and all embodiments of such intellectual property upon written request
        therefor by the LLC. Such intellectual property and all embodiments thereof
        shall be promptly delivered to the LLC (i) upon any such commencement of
        a
        bankruptcy proceeding upon written request therefor by the LLC, unless CYTOGEN
        elects to continue to perform all of its obligations under this Agreement
        or
        (ii) if not delivered under (i) above, upon the rejection of this Agreement
        by
        or on behalf of CYTOGEN upon written request therefor by the LLC. CYTOGEN
        shall
        not interfere with the rights of the LLC as provided in this Agreement, or
        any
        agreement supplementary hereto, to such intellectual property (including
        all
        such embodiments thereof), including any right of the LLC to obtain such
        intellectual property (or such embodiment) from any other entity.

       

      11.2.3
          The
        LLC Upon Termination of the SKICR License.
        The LLC
        may terminate this Agreement by giving CYTOGEN 30 days written notice upon
        the
        termination of the SKICR License; provided
        that,
        without limiting the other rights and remedies of the Parties, each of Progenics
        and CYTOGEN may seek an appropriate remedy against the other if the other
        is
        responsible for the termination of the SKICR License.

       

      11.2.4
          Effect
        of Termination or Expiration.
        Upon
        the expiration of the Royalty Term applicable to any Licensed Product in
        a
        country, the Licensed CYTOGEN Patent and CYTOGEN Technical Information with
        respect to such Licensed Product in such country shall convert to a perpetual,
        irrevocable, non-exclusive, transferable, paid-up, royalty-free license with
        the
        right to sublicense in such country to develop and commercialize such Licensed
        Product in such country. 

       

      11.3  Accrued
        Rights and Obligations.
        Termination of this Agreement shall not relieve any Party of any rights or
        obligations then accrued hereunder or which by the terms hereof extend beyond
        the date of such termination.

       

      12.  EFFECT
        OF TERMINATION ON SUBLICENSEE.
        Upon
        termination of this Agreement by the LLC or CYTOGEN pursuant to Section 11.2.1
        or Section 11.2.2 hereof, any Third Party licensee of the LLC which has not
        breached in any material respect its sublicense related to the Licensed CYTOGEN
        Patents or the CYTOGEN Technical Information shall be entitled to receive
        a
        license to the Licensed CYTOGEN Patents and the CYTOGEN Technical Information
        directly from CYTOGEN granting rights substantially the same as those granted
        in
        such sublicense and containing obligations as a licensee similar to those
        set
        forth in this Agreement.

       

      13.  EXPORT
        LICENSES.
        This
        Agreement is subject to any restrictions concerning the export of products
        or
        technical information from the United States which may be imposed by the
        United
        States. Accordingly, each Party agrees that it will not export, directly
        or
        indirectly, any technical information acquired under this Agreement or any
        products utilizing any such technical information to any country for which
        the
        United States Government or any agency thereof at the time of export requires
        an
        export license or other governmental approval, without first obtaining the
        written consent to do so from the Department of Commerce or other agency
        of the
        United States Government when required by an applicable statute or
        regulation.

       


      
        
          

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      14.  MISCELLANEOUS
        PROVISIONS. 

       

      14.1  Assignability,
        Etc..
        Except
        as expressly provided herein, neither this Agreement nor any interest hereunder
        shall be assignable by any Party without the written consent of the others,
        and
        any attempted assignment without such consents shall be null and void. Without
        the consent of any other Party, this Agreement may be assigned by any Party
        to
        any wholly owned subsidiary of such Party that agrees in writing with each
        other
        Party to be jointly and severally liable with the assigning Party for the
        timely
        satisfaction of all obligations of the assigning Party hereunder; provided,
        however,
        that no
        such assignment shall relieve the assigning Party of its obligations hereunder,
        including in connection with an assignment by the LLC to Progenics or any
        of
        Progenics’ Affiliates. Notwithstanding the foregoing, without the consent of any
        other Party, this Agreement may be assigned by the LLC to Progenics or any
        of
        Progenics’ Affiliates. This Agreement shall be binding upon the successors and
        permitted assignees of the Parties. Any such successor or permitted assignee
        shall be subject to the same rights and obligations as the original Party
        hereunder. Notwithstanding the foregoing, a sale of assets by the LLC related
        to
        the Licensed Products shall be deemed to be an assignment under this Section
        14.1.

       

      14.2  Notices.
        All
        notices and other communications provided for hereunder shall be in writing
        and
        shall be mailed or delivered to the business address of the respective Parties
        aforementioned, or to such other address or addresses as either Party shall
        designate in writing to the others. All such notices and communications shall
        be
        considered given and/or delivered: (i) when given if delivered in person
        or sent
        by facsimile and acknowledged by a responsible person at the office of the
        recipient; (ii) one day after being sent by a major overnight courier; or
        (iii)
        four days after being mailed by registered mail, return receipt requested,
        at
        the business address of the respective Parties as specified above. All notices
        or communications required or permitted to be given or sent to the LLC shall
        also be given or sent to Progenics (if such notice or communication is given
        or
        sent by CYTOGEN) or to CYTOGEN (if such notice or communication is given
        or sent
        by Progenics).

       

      If
        to
        Progenics or the LLC, 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 & 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

       

      Stanton
        J. Lovenworth

       

      If
        to
        CYTOGEN, to:

       


      
        
          

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      Cytogen
        Corporation

      650
        College Road East

      Princeton,
        New Jersey 08540|

      Telecopy:
        609-452-2317

      Attention:
         William
        J. Thomas, Senior Vice President

      and
        General Counsel

      


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

      


      Morgan,
        Lewis & Bockius LLP

       

      502
        Carnegie Center

       

      Princeton,
        New Jersey 08540

       

      Telecopy:
        609-919-6701

       

      Attention:
        Randall B. Sunberg

       

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

       

      14.3  Independent
        Contractors.
        No
        agency, partnership or joint venture is hereby established. None of Progenics,
        CYTOGEN or the LLC shall enter into, or incur, or hold itself out to Third
        Parties as having authority to enter into or incur on behalf of the other
        Parties any contractual obligations, expenses or liabilities whatsoever,
        except
        as expressly provided herein. 

       

      14.4  Counterparts.
        This
        Agreement may be executed simultaneously in multiple counterparts, each of
        which
        shall be deemed to be an original but all of which together shall constitute
        one
        and the same agreement.

       

      14.5  Entire
        Understanding.
        This
        Agreement constitutes the entire understanding between the Parties with respect
        to the subject matter hereof. No modifications, extensions, or waiver of
        any
        provisions hereof or any release of any right hereunder shall be valid, unless
        the same is in writing, contains reference to this Agreement and sets forth
        the
        plan or intention to modify same, and is consented to by all
        Parties.

       

      14.6  Headings.
        The
        headings in this Agreement are intended solely for convenience of reference
        and
        shall be given no effect in the construction or interpretation of this
        Agreement.

       

      14.7  No
        Implied Rights.
        Except
        as expressly provided for in this Agreement, nothing contained herein shall
        be
        construed as conferring any license or other rights, by implication or estoppel,
        under any patent (including design patent and utility model patent) or patent
        application, or any copyrights, trademarks, trade names or trade
        dress.

       

      14.8  No
        Waiver.
        The
        failure of any Party at any time or times to require performance of any
        provision hereof shall in no manner affect the right of such Party at a later
        time to enforce the same. No waiver by any Party of any condition, or of
        the
        breach of any provision, term, covenant, representation or warranty contained
        in
        this Agreement, whether by conduct or otherwise, in any one or more instances,
        shall be deemed to be or construed as a further or 

       


      
        
          

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      continuing
        waiver of any such condition or of the breach of any other provision, term,
        covenant, representation or warranty of this Agreement.

       

      14.9  Publicity. 

       

      (a) In
        the
        absence of prior written approval of the other Parties, no Party shall originate
        any publicity, news release, or other public announcement, written or oral,
        whether to the public press, to stockholders or otherwise, relating to this
        Agreement, to any amendment or activities hereunder, unless such announcement
        is
        required by law to be made, in which case the provisions of Section 14.9(b)
        shall apply. The Party making any such announcement shall give the other
        Parties
        an opportunity to review the announcement before it is made. 

       

      (b) A
        Party
        may only disclose the terms of this Agreement or any further amendments to
        the
        Agreement if such Party reasonably determines, based on advice from its counsel,
        that it is required to make such disclosure by applicable law, regulation
        or
        legal process, including without limitation by the rules or regulations of
        the
        U.S. Securities and Exchange Commission (“SEC”) or similar regulatory agency in
        a country other than the U.S. or of any stock exchange or NASDAQ, in which
        event
        such Party shall provide prior notice of such intended disclosure to the
        other
        Parties sufficiently in advance to enable the other Parties to seek confidential
        treatment or other protection for such information unless the disclosing
        Party
        is prevented by law or regulation from providing such advance notice and
        shall
        disclose only such terms of this Agreement or such further amendment(s) as
        such
        disclosing Party reasonably determines, based on advice from its counsel,
        are
        required by applicable law, regulation or legal process to be disclosed.
        In the
        event that either Party determines that it must publicly file this Agreement
        or
        such further amendment(s) with the SEC, such Party shall (i) initially file
        a
        redacted copy of this Agreement or such further amendment(s) in a form mutually
        agreeable to the Parties, (ii) request, and use commercially reasonable efforts
        to obtain, confidential treatment of all terms redacted from such Agreement
        or
        such further amendment(s), (iii) permit the other Party to review and approve
        such initial request for confidential treatment and any subsequent
        correspondence with respect thereto at least two (2) business days prior
        to its
        submission to the SEC, and (iv) promptly deliver to the other Party any written
        correspondence received by it or its representatives from the SEC with respect
        to such confidential treatment request and promptly advise the other Party
        of
        any other material communications between it or its representatives with
        the SEC
        with respect to such confidential treatment request.

       

      14.10  Promotion
        and Advertising.
        Nothing
        contained in this Agreement shall be construed as conferring on any Party
        any
        right to use in advertising, publicity or other promotional activities any
        name,
        tradename, trademark, service mark or other designation (including any
        contraction, abbreviation or simulation of any of the foregoing of any other
        Party); and, each Party agrees not to use any designation of any other Party
        in
        any promotional activity associated with this Agreement, or with a Licensed
        Product, without the express written approval of such other Party.

       

      14.11  Arbitration.
        Any
        dispute arising out of or relating to any provisions of this Agreement shall
        be
        finally settled by arbitration to be held in New York, New York, under the
        auspices and the current commercial arbitration rules of the American
        Arbitration Association. Arbitration shall be initiated by delivery of a
        notice
        (an “Arbitration
        Notice”)
        by any
        Party to the other Parties. Such arbitration shall be conducted by one
        arbitrator mutually selected and approved 

       


      
        
          

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      by
        the
        Parties to the dispute. If within 20 calendar days after receipt of the
        Arbitration Notice the Parties to the dispute have not agreed on a mutually
        acceptable arbitrator, the American Arbitration Association in New York,
        New York shall be retained to appoint an arbitrator within 30 calendar days
        after the receipt of the Arbitration Notice. The arbitrator’s authority shall be
        limited to determining the issue or question presented in each instance and
        shall not extend to any other aspect of this Agreement or the Parties’
relationship generally. Judgment upon any award rendered may be entered in
        any
        court having jurisdiction, or application may be made to such court for a
        judicial acceptance of the award and an order of enforcement, as the case
        may
        be.

       

      14.12  Confidentiality. 

       

      14.12.1
          As
        used
        in this Section 14.12, “Confidential Information” means confidential and
        proprietary business, technical or financial information relating to the
        collaboration contemplated hereby, including the CYTOGEN Technical Information,
        of any other Party (the “Confidential
        Information”).

       

      14.12.2
          In
        order
        to protect the Confidential Information of any Party (in such capacity, the
        “Disclosing
        Party”)
        that
        has become available to any other Party (in such capacity, the “Receiving
        Party”),
        each
        Party agrees as follows:

       

      (a)  Each
        Party agrees that it will make no use of any Confidential Information except
        in
        furtherance of the purposes contemplated by this Agreement.

       

      (b)  Each
        Party agrees that it will not, without the prior written consent of the other
        Parties, disclose to any Third Party Confidential Information (which for
        purposes of this Section 14.12.2(b) shall include the terms or existence
        of this
        Agreement or of the LLC Agreement or the Services Agreement or other matters
        relating to the collaboration contemplated hereby and thereby) received in
        its
        capacity as a Receiving Party during the Contract Period and for a period
        of
        five years thereafter.

       

      (c)  Notwithstanding
        the foregoing:

       

        (i)
        Each
        Party may disclose Confidential Information to those of its representatives,
        employees and agents (“Representatives”)
        who
        have a need to know such Confidential Information in relation to the matters
        discussed herein and who are under obligations of confidentiality and non-use
        consistent with those set forth herein. Any unauthorized disclosure of
        Confidential Information by a Party’s Representatives shall be a breach by such
        Party of this Section 14.12.

       

        (ii)
        Disclosure of Confidential Information is permitted to the extent that such
        disclosure is required pursuant to applicable laws, rules or regulations
        or
        government requirement or court order, provided however, that the Receiving
        Party shall promptly notify the Disclosing Party in writing of the existence
        or
        imposition of any such requirement or order and cooperate with the Disclosing
        Party in seeking an appropriate protective order or other reliable assurance
        that confidential treatment will be accorded the Confidential
        Information.

       


      
        
          

            [*]
              CONFIDENTIAL TREATMENT REQUESTED

            CONFIDENTIAL
              PORTION OMITTED AND FILED SEPARATELY WITH THE
              COMMISSION

          

        

        
          29

          
            

          

        

        
           

        

      


      


       

      14.12.3
          The
        provisions governing confidentiality and non-use contained in this Section
        14.12
        shall not apply to any Confidential Information which:

       

      (a)  the
        Receiving Party can establish was known to the Receiving Party prior to
        disclosure under or in connection with this Agreement by the Disclosing
        Party;

       

      (b)  was
        in
        the public domain or the subject of public knowledge at the time of disclosure
        under or in connection with this Agreement;

       

      (c)  becomes
        part of the public domain or the subject of public knowledge through no breach
        by or act of default of the Receiving Party;

       

      (d)  is
        obtained by the Receiving Party from a Third Party other than in breach of
        a
        legal or contractual obligation of confidentiality owed by such Third Party
        to
        the Disclosing Party in respect thereof, the existence of which such obligation
        was known or should have been known by the Receiving Party; or

       

      (e)  the
        Receiving Party can establish was independently developed by it without
        reference to Confidential Information received.

       

      14.12.4
          Termination
        of this Agreement shall not affect the obligations concerning confidentiality
        and non-use of the Confidential Information as set forth in this Section
        14.12.

       

      14.13  No
        Third Party Beneficiaries.
        This
        Agreement is solely for the benefit of the Parties and should not be construed
        to confer upon any other Person any remedy, claim, liability, right of
        reimbursement, claim of action or other right.

       

      14.14  Governing
        Law.
        This
        Agreement shall be interpreted, construed, and governed in accordance with
        the
        laws in effect in the State of New York, without reference to conflict of
        laws
        principles.

       

      14.15  SKICR
        Agreement.
        Pursuant to Section III.D.4 of the SKICR Agreement, the Parties hereby reference
        the SKICR Agreement and all rights which revert to SKICR upon termination
        of the
        SKICR Agreement. In accordance with Section III.D.8 of the SKICR Agreement,
        this
        Agreement shall automatically be modified or terminated, in whole or in part,
        upon any relevant modification, in whole or in part, of the SKICR Agreement.
        Such modification or termination of this Agreement shall be consistent with
        and
        reflect the relevant modifications or terminations of the SKICR
        Agreement.

       

      


       


      
        
          
            [*]
              CONFIDENTIAL TREATMENT REQUESTED

            CONFIDENTIAL
              PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

            


             

          

           

        

        
          30

          
            

          

        

        
           

          
          

        

      



      IN
        WITNESS WHEREOF, the Parties have each caused these presents to be signed
        by
        their respective officers thereunto duly authorized.

       

      PROGENICS
        PHARMACEUTICALS, INC.

      


      


      


      By:
        /s/
Mark
        R. Baker

      Name: Mark
        R.
        Baker

      
        	 	
                Title:

              	
                Senior
                  Vice President, General Counsel

              


      

      &
        Secretary

      


      


      CYTOGEN
        CORPORATION

      


      


      


      By:
        /s/
        Michael D. Becker

      Name:
        Michael D. Becker 

      Title:
        President and Chief Executive Officer

      


      


      PSMA
        DEVELOPMENT COMPANY LLC

      


      


      


      By:
        /s/
Mark
        R. Baker

      Name:
        Mark R. Baker

      Title:
        Assistant Secretary


      
        
          
            [*]
              CONFIDENTIAL TREATMENT REQUESTED

            CONFIDENTIAL
              PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

            


          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      [*]

       

      


      
        
          

            [*]
              CONFIDENTIAL TREATMENT REQUESTED

            CONFIDENTIAL
              PORTION OMITTED AND FILED SEPARATELY WITH THE
              COMMISSION

          

        

        
          1