x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2009
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Or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
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Delaware
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13-3379479
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large Accelerated Filer ¨
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Accelerated Filer x
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Non-accelerated Filer ¨ (Do not check if a smaller reporting company)
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Smaller Reporting Company ¨
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(1)
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Calculated by excluding all shares that may be deemed to be beneficially owned by executive officers, directors and five percent stockholders of the Registrant, without conceding that any such person is an “affiliate” of the Registrant for purposes of the Federal securities laws.
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Explanatory Note
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1
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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2
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SIGNATURES
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S-1
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EXHIBIT INDEX
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E-1
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(a)
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Documents filed as part of this Report:
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PROGENICS PHARMACEUTICALS, INC.
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By:
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/s/ ROBERT A. MCKINNEY
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Robert A. McKinney, CPA
(Duly authorized officer of the
Registrant and Chief Financial Officer, Senior Vice President, Finance & Operations and Treasurer)
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Exhibit
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Number *
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Description
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3.1(14)
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Restated Certificate of Incorporation of the Registrant.
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3.2(14)
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Amended and Restated By-laws of the Registrant.
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4.1(1)
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Specimen Certificate for Common Stock, $0.0013 par value per share, of the Registrant.
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10.1(1)
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Form of Registration Rights Agreement.
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10.2(1)
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1989 Non-Qualified Stock Option Plan‡
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10.3(1)
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1993 Stock Option Plan, as amended‡
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10.4(1)
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1993 Executive Stock Option Plan‡
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10.5(3)
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Amended and Restated 1996 Stock Incentive Plan‡
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10.6(14)
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2005 Stock Incentive Plan‡
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10.6.1(10)
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Form of Non-Qualified Stock Option Award Agreement‡
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10.6.2(10)
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Form of Restricted Stock Award Agreement‡
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10.6.3(16)
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Amended 2005 Stock Incentive Plan ‡
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10.6.4(18)
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Form of Non-Qualified Stock Option Award Agreement ‡
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10.6.5(18)
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Form of Restricted Stock Award Agreement ‡
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10.7(15)
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Form of Indemnification Agreement‡
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10.8(19)
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Employment Agreement, dated December 31, 2007, between the Registrant and Dr. Paul J. Maddon‡
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10.9(1)
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Letter dated August 25, 1994 between the Registrant and Dr. Robert J. Israel‡
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10.10(8)
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Amended 1998 Employee Stock Purchase Plan‡
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10.11(8)
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Amended 1998 Non-qualified Employee Stock Purchase Plan‡
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10.15(5)
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Amended and Restated Sublease, dated June 6, 2000, between the Registrant and Crompton Corporation.
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10.16(2)†
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Development and License Agreements, dated April 30, 1999, between Protein Design Labs, Inc. and the Registrant.
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10.16.1(11)
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Letter Agreement, dated November 24, 2003, relating to the Development and License Agreement between Protein Design Labs, Inc. and the Registrant.
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10.18(4)
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Director Stock Option Plan‡
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10.19(6)†
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Exclusive Sublicense Agreement, dated September 21, 2001, between the Registrant and UR Labs, Inc.
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10.19.1(9)
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Amendment to Exclusive Sublicense Agreement, dated September 21, 2001, between the Registrant and UR Labs, Inc.
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10.20(7)
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Research and Development Contract, dated September 26, 2003, between the National Institutes of Health and the Registrant.
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10.21(7)
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Agreement of Lease, dated September 30, 2003, between Eastview Holdings LLC and the Registrant.
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10.22(7)
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Letter Agreement, dated October 23, 2003, amending Agreement of Lease between Eastview Holdings LLC and the Registrant.
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10.23(11)
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Summary of Non-Employee Director Compensation‡
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10.24(12) †
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License and Co-Development Agreement, dated December 23, 2005, by and among Wyeth, acting through Wyeth Pharmaceuticals Division, Wyeth-Whitehall Pharmaceuticals, Inc. and Wyeth-Ayerst Lederle, Inc. and the Registrant and Progenics Pharmaceuticals Nevada, Inc.
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10.25(12) †
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Option and License Agreement, dated May 8, 1985, by and between the University of Chicago and UR Labs, Inc., as amended by (i) Amendment to Option and License Agreement, dated September 17, 1987, by and between the University of Chicago and UR Labs, Inc., (ii) Second Amendment to Option and License Agreement, dated March 3, 1989, by and among the University of Chicago, ARCH Development Corporation and UR Labs, Inc., and (iii) Letter Agreement Related to Progenics’ RELISTOR In-License dated, December 22, 2005, by and among the University of Chicago, acting on behalf of itself and ARCH Development Corporation, the Registrant, Progenics Pharmaceuticals Nevada, Inc. and Wyeth, acting through its Wyeth Pharmaceuticals Division.
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10.26(13)
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Membership Interest Purchase Agreement, dated April 20, 2006, between the Registrant Inc. and Cytogen Corporation.
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10.27(13) †
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Amended and Restated PSMA/PSMP License Agreement, dated April 20, 2006, by and among the Registrant, Cytogen Corporation and PSMA Development Company LLC.
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10.28(17)
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Consulting Agreement, dated May 1, 1995, between Active Biotherapies, Inc. and Dr. David A. Scheinberg, M.D., Ph.D., as amended on June 13, 1995, as assigned to the Registrant, and as amended on January 1, 2001‡
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10.29(20) †
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License Agreement, dated as of October 16, 2008, by and among Ono Pharmaceutical Co., Ltd. and the Registrant.
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10.30(20) †
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Partial Termination and License Agreement, dated October 16, 2008, by and among Wyeth, acting through Wyeth Pharmaceuticals Division, Wyeth-Whitehall Pharmaceuticals, Inc. and Wyeth-Ayerst Lederle, Inc. and the Registrant and Progenics Pharmaceuticals Nevada, Inc.
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10.31(20) †
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Consent, Acknowledgment and Agreement, dated as of October 16, 2008, by and among Wyeth, acting through Wyeth Pharmaceuticals Division, Wyeth-Whitehall Pharmaceuticals, Inc. and Wyeth-Ayerst Lederle, Inc., the Registrant and Ono Pharmaceutical Co., Ltd.
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10.32(20) †
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2008 Agreement Related to Progenics’ MNTX In-License, dated October 16, 2008, by and among the University of Chicago, acting on behalf of itself and ARCH Development Corporation, the Registrant, Progenics Pharmaceuticals Nevada, Inc. and Ono Pharmaceutical Co., Ltd.
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10.33(21) †
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Termination and Transition Agreement, effective as of October 1, 2009, by and among Wyeth, acting through Wyeth Pharmaceuticals Division, Wyeth-Whitehall Pharmaceuticals, Inc., Wyeth-Ayerst Lederle, Inc., and AHP Manufacturing B.V., and the Registrant, Progenics Pharmaceuticals Nevada, Inc. and Excelsior Life Sciences Ireland Limited.
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10.34 ††
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Collaboration Agreement, effective June 14, 2005, by and between Seattle Genetics, Inc. and PSMA Development Company, LLC.
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10.35 ††
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Collaboration Agreement, effective February 21, 2001, by and between Abgenix, Inc. and PSMA Development Company, LLC.
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10.36 ††
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License Agreement, effective September 5, 2001, by and between AlphaVax Human Vaccines, Inc. and PSMA Development Company, LLC.
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21.1(19)
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Subsidiaries of the Registrant.
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23.1(21)
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Consent of PricewaterhouseCoopers LLP.
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31.1(21)
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Certification of Paul J. Maddon, M.D., Ph.D., Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
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31.2(21)
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Certification of Robert A. McKinney, Chief Financial Officer, Senior Vice President, Finance and Operations and Treasurer of the Registrant pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
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31.3(22)
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Certification of Paul J. Maddon, M.D., Ph.D., Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
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31.4(22)
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Certification of Robert A. McKinney, Chief Financial Officer, Senior Vice President, Finance and Operations and Treasurer of the Registrant pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
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31.5
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Certification of Paul J. Maddon, M.D., Ph.D., Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
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31.6
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Certification of Robert A. McKinney, Chief Financial Officer, Senior Vice President, Finance and Operations and Treasurer of the Registrant pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
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32.1(23)
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Certification of Paul J. Maddon, M.D., Ph.D., Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2(23)
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Certification of Robert A. McKinney, Chief Financial Officer, Senior Vice President, Finance and Operations and Treasurer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*
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Exhibits footnoted as previously filed have been filed as an exhibit to the document of the Registrant referenced in the footnote below, and are incorporated by reference herein.
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(1)
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Previously filed in Registration Statement on Form S-1, Commission File No. 333-13627.
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(2)
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Previously filed in Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999.
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(3)
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Previously filed in Registration Statement on Form S-8, Commission File No. 333-120508.
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(4)
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Previously filed in Annual Report on Form 10-K for the year ended December 31, 1999.
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(5)
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Previously filed in Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000.
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(6)
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Previously filed in Annual Report on Form 10-K for the year ended December 31, 2002.
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(7)
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Previously filed in Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2003.
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(8)
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Previously filed in Registration Statement on Form S-8, Commission File No. 333-143671.
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(9)
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Previously filed in Current Report on Form 8-K filed on September 20, 2004.
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(10)
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Previously filed in Current Report on Form 8-K filed on July 8, 2008.
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(11)
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Previously filed in Annual Report on Form 10-K for the year ended December 31, 2004.
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(12)
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Previously filed in Annual Report on Form 10-K for the year ended December 31, 2005.
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(13)
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Previously filed in Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2006.
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(14)
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Previously filed in Current Report on Form 8-K filed on May 13, 2005.
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(15)
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Previously filed in Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2007.
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(16)
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Previously filed in Registration Statement on Form S-8, Commission File No. 333-143670.
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(17)
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Previously filed in Annual Report on Form 10-K/A for the year ended December 31, 2006.
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(18)
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Previously filed in Current Report on Form 8-K filed on July 8, 2008.
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(19)
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Previously filed in Annual Report on Form 10-K for the year ended December 31, 2007.
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(20)
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Previously filed in Annual Report on Form 10-K for the year ended December 31, 2008.
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(21)
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Previously filed in Annual Report on Form 10-K for the year ended December 31, 2009.
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(22)
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Previously filed in Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2009.
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(23)
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Previously furnished in Annual Report on Form 10-K for the year ended December 31, 2009.
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†
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Confidential treatment granted as to certain portions omitted and filed separately with the Commission.
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††
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Confidential treatment requested as to certain portions omitted and filed separately with the Commission.
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‡
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Management contract or compensatory plan or arrangement.
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