DELAWARE
|
13-3379479
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
|
Page
No.
|
Part
I
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
3
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
Item
2.
|
17
|
|
Item
3.
|
30
|
|
Item
4.
|
31
|
|
|
|
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1A.
|
31
|
|
Item
6.
|
33
|
|
|
34
|
|
|
Certifications
|
|
|
March
31, 2006
|
December
31, 2005
|
|||||
ASSETS:
|
|
|
|||||
Current
assets:
|
|
|
|||||
Cash
and cash equivalents
|
$
|
28,351
|
$
|
67,072
|
|||
Marketable
securities
|
132,005
|
98,983
|
|||||
Accounts
receivable
|
1,170
|
3,287
|
|||||
Other
current assets
|
3,259
|
2,561
|
|||||
Total
current assets
|
164,785
|
171,903
|
|||||
Marketable
securities
|
9,010
|
7,035
|
|||||
Fixed
assets, at cost, net of accumulated depreciation and
amortization
|
4,615
|
4,156
|
|||||
Investment
in joint venture
|
250
|
371
|
|||||
Restricted
cash
|
539
|
538
|
|||||
Total
assets
|
$
|
179,199
|
$
|
184,003
|
|||
|
|||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY:
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
6,548
|
$
|
10,238
|
|||
Deferred
revenue - current
|
26,018
|
23,580
|
|||||
Due
to joint venture
|
268
|
194
|
|||||
Income
taxes payable
|
201
|
||||||
Other
current liabilities
|
563
|
589
|
|||||
Total
current liabilities
|
33,397
|
34,802
|
|||||
Deferred
revenue - long term
|
31,130
|
36,420
|
|||||
Deferred
lease liability
|
54
|
49
|
|||||
Total
liabilities
|
64,581
|
71,271
|
|||||
Commitments
and contingencies
|
|||||||
Stockholders’
equity:
|
|||||||
Preferred
stock, $.001 par value, 20,000,000 shares authorized; none issued
and
outstanding
|
|||||||
Common
stock, $.0013 par value, 40,000,000 shares authorized; issued and
outstanding - 25,468,842 in 2006 and 25,229,240 in 2005
|
33
|
33
|
|||||
Additional
paid-in capital
|
306,257
|
306,085
|
|||||
Unearned
compensation
|
(4,498
|
)
|
|||||
Accumulated
deficit
|
(191,383
|
)
|
(188,740
|
)
|
|||
Accumulated
other comprehensive (loss)
|
(289
|
)
|
(148
|
)
|
|||
Total
stockholders’ equity
|
114,618
|
112,732
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
179,199
|
$
|
184,003
|
|
For
the three months ended
|
||||||
|
March
31,
|
||||||
|
2006
|
2005
|
|||||
Revenues:
|
|
|
|||||
Contract
research and development from collaborator
|
$
|
8,488
|
|||||
Contract
research and development from joint venture
|
$
|
440
|
|||||
Research
grants and contracts
|
2,462
|
2,145
|
|||||
Product
sales
|
51
|
4
|
|||||
Total
revenues
|
11,001
|
2,589
|
|||||
|
|||||||
Expenses:
|
|||||||
Research
and development
|
10,
558
|
12,099
|
|||||
General
and administrative
|
4,512
|
3,143
|
|||||
Loss
in joint venture
|
121
|
205
|
|||||
Depreciation
and amortization
|
363
|
482
|
|||||
Total
expenses
|
15,554
|
15,929
|
|||||
|
|||||||
Operating
loss
|
(4,553
|
)
|
(13,340
|
)
|
|||
Other
income:
|
|||||||
Interest
income
|
1,910
|
146
|
|||||
Total
other income
|
1,910
|
146
|
|||||
|
|||||||
Net
loss
|
$
|
(2,643
|
)
|
$
|
(13,194
|
)
|
|
|
|||||||
Net
loss per share - basic and diluted
|
$
|
(0.10
|
)
|
$
|
(0.76
|
)
|
|
Weighted-average
shares - basic and diluted
|
25,354
|
17,420
|
Common
Stock
|
Additional
|
Accumulated
Other
|
Total
|
||||||||||||||||||||||
Shares
|
Amount
|
Paid-In
Capital
|
Unearned
Compensation
|
Accumulated
Deficit
|
Comprehensive
Loss
|
Stockholders’
Equity
|
Comprehensive
Loss
|
||||||||||||||||||
Balance
at December 31, 2005
|
25,229
|
$
|
33
|
$
|
306,085
|
$
|
(4,498
|
)
|
$
|
(188,740
|
)
|
$
|
(148
|
)
|
$
|
112,732
|
|||||||||
Compensation
expense for vesting of share based payment arrangements
|
2,019
|
$
|
2,019
|
||||||||||||||||||||||
Issuance
of restricted stock, net of forfeitures
|
13
|
||||||||||||||||||||||||
Sale
of Common Stock under employee stock purchase plans and exercise
of stock
options
|
227
|
2,446
|
2,446
|
||||||||||||||||||||||
Issuance
of compensatory stock options to non-employees
|
205
|
205
|
|||||||||||||||||||||||
Elimination
of unearned compensation upon adoption of SFAS No. 123(R)
|
(4,498
|
)
|
4,498
|
||||||||||||||||||||||
Net
(loss)
|
(2,643
|
)
|
(2,643
|
)
|
(2,643
|
)
|
|||||||||||||||||||
Change
in unrealized loss on marketable securities
|
(141
|
)
|
(141
|
)
|
(141
|
)
|
|||||||||||||||||||
Balance
at March 31, 2006
|
25,469
|
$
|
33
|
$
|
306,257
|
$ |
$
|
(191,383
|
)
|
$
|
(289
|
)
|
$
|
114,618
|
$
|
(2,748
|
)
|
|
Three
months ended
March
31,
|
||||||
|
2006
|
2005
|
|||||
Cash
flows from operating activities:
|
|
|
|||||
Net
loss
|
$
|
(2,643
|
)
|
$
|
(13,194
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Depreciation
and amortization
|
363
|
482
|
|||||
Amortization
of discounts, net of premiums, on marketable securities
|
22
|
77
|
|||||
Amortization
of unearned compensation
|
193
|
||||||
Noncash
expenses incurred in connection with vesting of share-based compensation
awards
|
2,019
|
12
|
|||||
Noncash
expenses incurred in connection with issuance of compensatory stock
options to non-employees
|
205
|
128
|
|||||
Loss
in joint venture
|
121
|
205
|
|||||
Adjustment
to loss in joint venture
|
293
|
||||||
Changes
in assets and liabilities:
|
|||||||
Decrease
in accounts receivable
|
2,117
|
384
|
|||||
Increase
in amount due from joint venture
|
(555
|
)
|
|||||
(Increase)
decrease in other current assets and other assets
|
(698
|
)
|
640
|
||||
(Decrease)
increase in accounts payable and accrued expenses
|
(3,954
|
)
|
1,795
|
||||
Increase
in amount due to joint venture
|
74
|
||||||
Decrease
in taxes payable
|
(201
|
)
|
|||||
Increase
in investment in joint venture
|
(500
|
)
|
|||||
Decrease
in other current liabilities
|
(26
|
)
|
|||||
Decrease
in deferred revenue
|
(2,852
|
)
|
|||||
Increase
(decrease) in deferred lease liability
|
5
|
(2
|
)
|
||||
Net
cash used in operating activities
|
(5,448
|
)
|
(10,042
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Capital
expenditures
|
(558
|
)
|
(264
|
)
|
|||
Sales
of marketable securities
|
78,600
|
13,541
|
|||||
Purchase
of marketable securities
|
(113,760
|
)
|
(5,450
|
)
|
|||
(Increase)
decrease in restricted cash
|
(1
|
)
|
1
|
||||
Net
cash (used in) provided by investing activities
|
(35,719
|
)
|
7,828
|
||||
Cash
flows from financing activities:
|
|||||||
Proceeds
from the exercise of stock options and sale of Common Stock under
the
Employee Stock Purchase Plan
|
2,446
|
2,807
|
|||||
Net
cash provided by financing activities
|
2,446
|
2,807
|
|||||
Net
(decrease) increase in cash and cash equivalents
|
(38,721
|
)
|
593
|
||||
Cash
and cash equivalents at beginning of period
|
67,072
|
5,227
|
|||||
Cash
and cash equivalents at end of period
|
$
|
28,351
|
$
|
5,820
|
Three
Months Ended
March
31,
|
||||
2005
|
||||
Net
loss, as reported
|
$
|
(13,194
|
)
|
|
Add:
Stock-based employee compensation expense included in reported net
loss
|
205
|
|||
Deduct:
Total stock-based employee compensation expense determined under
fair
value based method for all awards
|
(1,813
|
)
|
||
Pro
forma net loss
|
$
|
(14,802
|
)
|
|
Net
loss per share amounts, basic and diluted:
|
||||
As
reported
|
$
|
(0.76
|
)
|
|
Pro
forma
|
$
|
(0.85
|
)
|
For
the Three Months Ended
March
31,
|
|||||||
2005
|
2006
|
||||||
Expected
volatility
|
92
|
%
|
94
|
%
|
|||
Expected
dividends
|
zero
|
zero
|
|||||
Expected
term (in years)
|
6.5
|
6.5
|
|||||
Risk-free
rate
|
3.29
|
%
|
4.61
|
%
|
Options
|
Shares
(000)
|
Weighted-Average
Exercise Price
|
Weighted-Average
Remaining Contractual Term (Yr.)
|
Aggregate
Intrinsic Value
($000)
|
|||||||||
Outstanding
at January 1, 2006
|
4,099
|
$
|
14.60
|
||||||||||
Granted
|
167
|
27.03
|
|||||||||||
Exercised
|
(152
|
)
|
9.61
|
||||||||||
Forfeited
or expired
|
(34
|
)
|
13.54
|
||||||||||
Outstanding
at March 31, 2006
|
4,080
|
$
|
15.31
|
5.87
|
$
|
47,206
|
|||||||
Exercisable
at March 31, 2006
|
2,800
|
$
|
13.65
|
4.83
|
$
|
37,329
|
Nonvested
Shares
|
Shares
(000)
|
Weighted-Average
Grant-Date
Fair
Value
|
|||||
Nonvested
at January 1, 2006
|
242
|
$
|
19.47
|
||||
Granted
|
18
|
29.03
|
|||||
Vested
|
(4
|
)
|
29.03
|
||||
Forfeited
|
(5
|
)
|
20.23
|
||||
Nonvested
at March 31, 2006
|
251
|
$
|
19.97
|
For
the Three Months Ended
March
31,
|
|||||||
2005
|
2006
|
||||||
Expected
volatility
|
47
|
%
|
38
|
%
|
|||
Expected
dividends
|
zero
|
zero
|
|||||
Expected
term (in years)
|
6
months
|
6
months
|
|||||
Risk-free
rate
|
3.29
|
%
|
3.25
|
%
|
Qualified
Plan
|
Non-Qualified
Plan
|
|||||||||||||||
Shares
Purchased
|
Price
Range
|
Weighted-Average
Grant-Date Fair Value
|
Shares
Purchased
|
Price
Range
|
Weighted-Average
Grant-Date Fair Value
|
|||||||||||
26
|
|
$
|
20.86
- 25.84
|
|
$
|
5.79
|
|
|
8
|
|
$
|
20.86
- 25.84
|
|
$
|
5.84
|
|
|
March
31,
2006
|
December
31,
2005
|
|||||
National
Institutes of Health
|
$
|
1,132
|
$
|
3,265
|
|||
Other
|
38
|
22
|
|||||
Total
|
$
|
1,170
|
$
|
3,287
|
|
March
31,
2006
|
December
31,
2005
|
|||||
Accounts
payable
|
$
|
709
|
$
|
880
|
|||
Accrued
consulting and clinical trial costs
|
3,844
|
6,721
|
|||||
Accrued
payroll and related costs
|
757
|
1,144
|
|||||
Legal
and professional fees
|
794
|
1,255
|
|||||
Other
|
444
|
238
|
|||||
Total
|
$
|
6,548
|
$
|
10,238
|
5. |
Revenue
Recognition
|
6. |
Net
Loss Per Share
|
|
|
Net
Loss (Numerator)
|
|
Shares
(Denominator)
|
|
Per
Share Amount
|
|
|||
Three
months ended March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted
|
|
$
|
(2,643
|
)
|
|
25,354
|
|
$
|
(0.10
|
)
|
Three
months ended March 31, 2005
|
|
|
|
|
|
|
|
|||
Basic
and Diluted
|
|
$
|
(13,194
|
)
|
|
17,420
|
|
$
|
(0.76
|
)
|
|
Three
Months Ended March 31,
|
||||||||||||
|
2006
|
2005
|
|||||||||||
|
Wtd.
Avg. Number
|
Wtd.
Avg. Exercise Price
|
Wtd.
Avg. Number
|
Wtd.
Avg. Exercise Price
|
|||||||||
Stock
options
|
4,546
|
$
|
14.00
|
4,806
|
$
|
10.08
|
|||||||
Nonvested
shares
|
243
|
176
|
|||||||||||
Total
|
4,789
|
4,982
|
Balance
Sheet Data
|
March
31,
2006
|
December
31,
2005
|
|||||
Cash
|
$
|
661
|
$
|
873
|
|||
Due
from Progenics
|
268
|
194
|
|||||
Prepaid
expenses
|
9
|
||||||
Total
assets
|
$
|
929
|
$
|
1,076
|
|||
Accounts
payable to Cytogen
|
$
|
3
|
|||||
Accounts
payable and accrued expenses
|
$
|
429
|
332
|
||||
Total
liabilities
|
429
|
335
|
|||||
Stockholders’
equity
|
500
|
741
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
929
|
$
|
1,076
|
Statement
of Operations Data:
|
Three
Months Ended
March
31,
|
For
the Period from June 15, 1999 (inception) to March 31,
2006
|
||||||||
|
2006
|
2005
|
||||||||
Interest
income
|
$
|
6
|
$
|
1
|
$
|
256
|
||||
Total
expenses (1)
|
246
|
997
|
30,954
|
|||||||
Net loss
|
$
|
(240
|
)
|
$
|
(996
|
)
|
$
|
(30,698
|
)
|
(1) |
Includes
research and development services performed by the Company during
the
three months ended March 31, 2005. During the three months ended
March 31,
2006, because the Members had not reached agreement on a work plan
and
budget for 2006, PSMA LLC did not recognize any expenses related
to work
performed by the Company on its behalf.
|
|
Three
Months Ended
March
31,
|
||||||
|
2006
|
2005
|
|||||
Net
loss
|
$
|
(2,643
|
)
|
$
|
(13,194
|
)
|
|
Change
in net unrealized (loss) on marketable securities
|
(141
|
)
|
|||||
Comprehensive
loss
|
$
|
(2,784
|
)
|
$
|
(13,194
|
)
|
Three
Months Ended
March
31,
|
|
|
|
||
Category
|
2005
|
2006
|
Dollar
Variance
|
Percentage
Variance
|
Explanation
|
Salaries
and benefits (cash)
|
$
3,379
|
$3,832
|
$ 453
|
13%
|
Company-wide
compensation increases and an increase in average headcount from
109 to
122 for the three month periods ended March 31, 2005 and 2006,
respectively, in the research and development, manufacturing and
medical
departments, including the hiring of our Vice President, Quality
in July
2005.
|
Share-based
compensation (non-cash)
|
128
|
1,193
|
1,065
|
832
|
Increase
due to the adoption of SFAS No. 123(R) on January 1, 2006, which
requires
the recognition of non-cash compensation expense related to share-based
payments from stock options, restricted stock and Employee Stock
Purchase
Plans (see “Critical Accounting Policies − Share-Based Payment
Arrangements” below).
|
Clinical
trial costs
|
3,501
|
1,607
|
(1,894)
|
(54)
|
Decrease
primarily related to MNTX ($2,117) due to completion of the MNTX
phase 3
trials (301 and 302 and their extension studies) in the second half
of
2005 and in the first quarter of 2006. That decrease was partially
offset
by increases in GMK ($118), due to increased enrollment in the 2006
period, and HIV ($105), resulting from an increase in the PRO 140
trial
activity and a decline in PRO 542 activity in the 2006
period.
|
Laboratory
supplies
|
2,625
|
927
|
(1,698)
|
(65)
|
Decrease
in MNTX ($1,872) due to completion of the phase 3 trials (301 and
302 and
their extension studies) during the second half of 2005 and the first
quarter of 2006, partially offset by increases in HIV ($81), due
to
preparation of materials for the phase 1b PRO 140 clinical trial
and an
increase in basic research in 2006 for GMK ($7) and other projects
($86).
|
Contract
manufacturing and subcontractors
|
904
|
1,135
|
231
|
26
|
Increase
in HIV ($356) and GMK ($31), partially offset by decreases in MNTX
($128)
and other projects ($28). These expenses are related to the conduct
of
clinical trials, including testing, analysis, formulation and toxicology
services and vary as the timing and level of such services are
required.
|
Consultants
|
442
|
572
|
130
|
29
|
Increases
in MNTX ($86), GMK ($46) and HIV ($4), partially offset by a decrease
in
other projects ($6). These expenses are related to monitoring and
conduct
of clinical trials, including analysis of data from completed clinical
trials and vary as the timing and level of such services are
required.
|
License
fees
|
109
|
275
|
166
|
152
|
Increase
primarily related to contractual payments to licensors related to
our
programs in MNTX ($260), partially offset by decreases in such payments
related to HIV ($87) and GMK ($7).
|
Operating
expenses and travel
|
1,011
|
1,017
|
6
|
1
|
Increase
primarily due to an increase in rent ($27), travel ($38) and other
operating expenses ($36) in the 2006 period, partially offset by
decreased
insurance ($95) in the 2006 period over those in the 2005 period.
|
Total
|
$
12,099
|
$10,558
|
$
(1,541)
|
(13%)
|
|
|
Three
Months Ended
March
31,
|
|
|
|
|
Category
|
2005
|
2006
|
Dollar
Variance
|
Percentage
Variance
|
Explanation
|
Salaries
and benefits (cash)
|
$
1,313
|
$1,465
|
$
152
|
12%
|
Increase
due to compensation increases and an increase in average headcount
from 22
to 26 for the three month periods ended March 31, 2005 and 2006,
respectively, including the hiring of our General Counsel in June
2005 and
the departure of one senior executive in April 2005, partially offset
by a
bonus to one executive officer paid in cash in 2005 and restricted
stock
in 2006.
|
Share-based
compensation (non-cash)
|
12
|
1,030
|
1,018
|
8,483
|
Increase
due to the adoption of SFAS No. 123(R) on January 1, 2006, which
requires
the recognition of non-cash compensation expense related to share-
based
payments from stock options, restricted stock and Employee Stock
Purchase
Plans (see “Critical Accounting Policies − Share-Based Payment
Arrangements” below).
|
Consulting
and professional fees
|
1,102
|
1,108
|
6
|
1
|
Increase
due primarily to increases in audit fees, including audit fees for
internal controls over financial reporting ($120), recruiting ($61),
consulting costs ($17) and other ($4), partially offset by a decrease
in
legal and patent fees ($196).
|
Operating
expenses
|
634
|
769
|
135
|
21
|
Increase
due primarily to an increase in insurance costs ($137), rent ($16)
and
computer supplies ($16), partially offset by a decrease in travel
costs
($14) and other fees and expenses ($20).
|
Other
|
82
|
140
|
58
|
71
|
Increase
due primarily to an increase in corporate taxes ($59) and other ($6),
partially offset by decreased investor relations costs ($7).
|
Total
|
$
3,143
|
$
4,512
|
$
1,369
|
44
%
|
|
· |
$2.2
million of non-cash expenses related to the vesting of our share-based
payment awards, including stock options, restricted stock and Employee
Stock Purchase Plan, as we adopted SFAS No. 123(R) on January 1,
2006, and
the issuance of stock options to non-employee consultants.
|
· |
a
decrease of $2.9 million in deferred revenue due to our recognition
of
$4.4 million of revenue in the 2006 period from the $60 million upfront
payment we received from Wyeth in December 2005, which was partially
offset by an increase in deferred revenue from a portion of the cash
advance we received at the beginning of the first quarter of 2006
for our
first quarter 2006 development
expenses.
|
· |
a
decrease of $377,000 in loss in joint venture, including the adjustment
to
loss in joint venture in the 2005 period. As described above, through
December 31, 2005, we reduced our revenue from the joint venture
and our
loss in the joint venture by the amount we received from PSMA-related
grant funding up to a cap of $3.0 million. The decrease in loss in
joint
venture resulted from decreased research and development costs for
the
joint venture in 2006 since at March 31, 2006 the Members had not
approved
a work plan and budget for PSMA LLC for 2006. We accounted for PSMA
LLC by
using the equity method and record 50% of PSMA LLC’s net loss as our loss
in joint venture;
|
· |
a
decrease of $0.5 million in investment in joint venture since no
capital
contributions were made to PSMA LLC in the 2006 period due to the
lack of
an approved work plan and budget for
2006;
|
· |
a
decrease of $1.7 million in trade accounts receivable, mostly for
reimbursement of our first quarter 2006 expenses under our grants
and
contract with the NIH;
|
· |
a
decrease of $5.8 million in accounts payable and accrued expenses;
and
|
· |
an
increase in other current assets of $1.3 million, mostly due to an
increase in interest receivable on our larger marketable securities
portfolio in the 2006 period.
|
Three
Months Ended March 31,
|
|||||||
2005
|
2006
|
||||||
(in
millions)
|
|||||||
MNTX
|
$
|
8.4
|
$
|
5.3
|
|||
HIV
|
1.6
|
3.2
|
|||||
Cancer
|
1.6
|
1.6
|
|||||
Other
programs
|
0.5
|
0.5
|
|||||
Total
|
$
|
12.1
|
$
|
10.6
|
Payments
due by March 31,
|
||||||||||||||||
Total
|
2007
|
2008-2009
|
2010-2011
|
Thereafter
|
||||||||||||
(in
millions)
|
||||||||||||||||
Operating
leases
|
$
|
5.3
|
$
|
1.7
|
$
|
2.3
|
$
|
1.0
|
$
|
0.3
|
||||||
License
and collaboration agreements (1)
|
41.8
|
2.4
|
2.9
|
5.6
|
30.9
|
|||||||||||
Purchase
commitments (2)
|
3.3
|
3.3
|
||||||||||||||
Total
|
$
|
50.4
|
$
|
7.4
|
$
|
5.2
|
$
|
6.6
|
$
|
31.2
|
(1) |
Assumes
attainment of milestones covered under each agreement, including
those by
PSMA LLC. The timing of the achievement of the related milestones
is
highly uncertain, and accordingly the actual timing of payments,
if any,
is likely to vary, perhaps significantly, relative to the timing
contemplated by this table.
|
(2) |
Wyeth
will reimburse us for this amount or will purchase MNTX directly
from the
manufacturer if our purchase commitment is transferred to Wyeth during
this period.
|
· |
We
use the closing price of our Common Stock on the date of grant, as
quoted
on the NASDAQ exchange, as the exercise price.
|
· |
Historical
volatilities are based upon daily quoted market prices of our Common
Stock
on the NASDAQ exchange over a period equal to the expected term of
the
related equity instruments. We rely only on historical volatility
since
future volatility is expected to be consistent with historical; historical
volatility is calculated using a simple average calculation; historical
data is available for the length of the option’s expected term and a
sufficient number of price observations are used consistently. Since
our
stock options are not traded on a public market, we do not use implied
volatility. For the three months ended March 31, 2005 and 2006, the
volatility of our Common Stock has been high, in excess of 90%, which
is
common for entities in the biotechnology industry that do not have
commercial products. A higher volatility input to the Black-Scholes
model
increases the resulting compensation expense.
|
· |
The
expected term of options granted represents the period of time that
options granted are expected to be outstanding. Our expected term
has been
calculated based upon the simplified method as detailed in Staff
Accounting Bulletin No. 107 (“SAB 107”). Accordingly, we are using an
expected term of 6.5 years based upon the vesting period of the
outstanding options of four or five years and a contractual term
of ten
years. We plan to refine our estimate of expected term in the future
as we
obtain more historical data. A shorter expected term would result
in a
lower compensation expense.
|
· |
We
have never paid dividends and do not expect to pay dividends in the
future. Therefore, our dividend rate is
zero.
|
· |
The
risk-free rate for periods within the expected term of the options
is
based on the U.S. Treasury yield curve in effect at the time of
grant.
|
·
|
the
results of clinical trials and preclinical studies involving our
products
or those of our competitors;
|
·
|
changes
in the status of any of our drug development programs, including
delays in
clinical trials or program
terminations;
|
·
|
developments
regarding our efforts to achieve marketing approval for our
products;
|
·
|
developments
in our relationship with Wyeth regarding the development and
commercialization of MNTX;
|
·
|
announcements
of technological innovations or new commercial products by us, our
collaborators or our competitors;
|
·
|
developments
in our relationships with other collaborative
partners;
|
·
|
developments
in patent or other proprietary
rights;
|
·
|
governmental
regulation;
|
·
|
changes
in reimbursement policies or health care
legislation;
|
·
|
public
concern as to the safety and efficacy of products developed by us,
our
collaborators or our competitors;
|
·
|
our
ability to fund on-going
operations;
|
·
|
fluctuations
in our operating results; and
|
·
|
general
market conditions.
|
(a)
|
Exhibits
|
31.1
|
Certification
of Paul J. Maddon, M.D., Ph.D., Chairman and 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
|
31.2
|
Certification
of Robert A. McKinney, Chief Financial Officer and Senior Vice President,
Finance and Operations (Principal Financial and Accounting Officer)
of the
Registrant, pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the
Securities Exchange Act of 1934, as amended
|
32
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
|
PROGENICS
PHARMACEUTICALS, INC.
|
|
Date:
May 9, 2006
|
By:
|
/s/
Robert A. McKinney
|
|
|
Robert
A. McKinney
Chief
Financial Officer
Senior
Vice President, Finance & Operations and Treasurer
(Duly
authorized officer of the Registrant and Principal Financial and
Accounting Officer)
|