DELAWARE
|
13-3379479
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
|
Page
No.
|
Part
I
|
|
|
Item
1.
|
3
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
Item
2.
|
13
|
|
Item
3.
|
29
|
|
Item
4.
|
29
|
|
|
|
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1A.
|
29
|
|
Item
4.
|
32
|
|
Item
6.
|
32
|
|
|
33
|
|
|
Certifications
|
|
|
June
30,
2007
|
December
31,
2006
|
||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ |
35,061
|
$ |
11,947
|
||||
Marketable
securities
|
75,954
|
113,841
|
||||||
Accounts
receivable
|
2,022
|
1,699
|
||||||
Other
current assets
|
2,605
|
3,181
|
||||||
Total
current assets
|
115,642
|
130,668
|
||||||
Marketable
securities
|
28,103
|
23,312
|
||||||
Fixed
assets, at cost, net of accumulated depreciation and
amortization
|
12,230
|
11,387
|
||||||
Restricted
cash
|
548
|
544
|
||||||
Total
assets
|
$ |
156,523
|
$ |
165,911
|
||||
Liabilities
and Stockholders’ Equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ |
14,313
|
$ |
11,852
|
||||
Deferred
revenue ¾
current
|
27,248
|
26,989
|
||||||
Total
current liabilities
|
41,561
|
38,841
|
||||||
Deferred
revenue — long term
|
6,801
|
16,101
|
||||||
Deferred
lease liability
|
124
|
123
|
||||||
Total
liabilities
|
48,486
|
55,065
|
||||||
Commitments
and contingencies (Note 9)
|
||||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, $.001 par value; 20,000,000 shares authorized; issued and
outstanding — none
|
||||||||
Common
stock, $.0013 par value; 40,000,000 shares authorized; issued and
outstanding — 26,624,113 in 2007 and 26,199,016 in 2006
|
35
|
34
|
||||||
Additional
paid-in capital
|
331,391
|
321,315
|
||||||
Accumulated
deficit
|
(223,174 | ) | (210,358 | ) | ||||
Accumulated
other comprehensive (loss)
|
(215 | ) | (145 | ) | ||||
Total
stockholders’ equity
|
108,037
|
110,846
|
||||||
Total
liabilities and stockholders’ equity
|
$ |
156,523
|
$ |
165,911
|
|
For
the Three Months Ended
|
For
the Six Months Ended
|
||||||||||||||
|
June
30,
|
June
30,
|
||||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Revenues:
|
|
|
||||||||||||||
Contract
research and development from
collaborator
|
$ |
22,948
|
$ |
17,044
|
$ |
38,447
|
$ |
25,533
|
||||||||
Research
grants and contract
|
2,486
|
2,064
|
4,606
|
4,526
|
||||||||||||
Product
sales
|
23
|
14
|
41
|
65
|
||||||||||||
Total
revenues
|
25,457
|
19,122
|
43,094
|
30,124
|
||||||||||||
|
||||||||||||||||
Expenses:
|
||||||||||||||||
Research
and development
|
22,581
|
29,978
|
45,752
|
40,537
|
||||||||||||
General
and administrative
|
6,196
|
5,016
|
12,471
|
9,528
|
||||||||||||
Loss
in joint venture
|
121
|
|||||||||||||||
Depreciation
and amortization
|
807
|
362
|
1,299
|
725
|
||||||||||||
Total
expenses
|
29,584
|
35,356
|
59,522
|
50,911
|
||||||||||||
|
||||||||||||||||
Operating
loss
|
(4,127 | ) | (16,234 | ) | (16,428 | ) | (20,787 | ) | ||||||||
Other
income:
|
||||||||||||||||
Interest
income
|
1,744
|
1,906
|
3,612
|
3,816
|
||||||||||||
|
||||||||||||||||
Net
loss
|
$ | (2,383 | ) | $ | (14,328 | ) | $ | (12,816 | ) | $ | (16,971 | ) | ||||
|
||||||||||||||||
Net
loss per share - basic and diluted
|
$ | (0.09 | ) | $ | (0.56 | ) | $ | (0.48 | ) | $ | (0.67 | ) | ||||
Weighted-average shares - basic and diluted
|
26,569
|
25,569
|
26,468
|
25,462
|
Common
Stock
|
Additional
|
Accumulated
Other
|
Total
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Paid-In
Capital
|
Accumulated
Deficit
|
Comprehensive
(Loss)
|
Stockholders’
Equity
|
Comprehensive
(Loss)
|
||||||||||||||||||||||
Balance
at December 31, 2006
|
26,199
|
$ |
34
|
$ |
321,315
|
$ | (210,358 | ) | $ | (145 | ) | $ |
110,846
|
|||||||||||||||
Compensation
expense for vesting of share based payment arrangements
|
5,674
|
5,674
|
||||||||||||||||||||||||||
Issuance
of restricted stock, net of forfeitures
|
1
|
|||||||||||||||||||||||||||
Sale
of Common Stock under employee stock purchase plans and exercise
of stock
options
|
424
|
1
|
4,421
|
4,422
|
||||||||||||||||||||||||
Repurchase
of restricted stock
|
(19 | ) | (19 | ) | ||||||||||||||||||||||||
Net
(loss)
|
(12,816 | ) | (12,816 | ) | $ | (12,816 | ) | |||||||||||||||||||||
Change
in unrealized loss on marketable securities
|
(70 | ) | (70 | ) | (70 | ) | ||||||||||||||||||||||
Balance
at June 30, 2007
|
26,624
|
$ |
35
|
$ |
331,391
|
$ | (223,174 | ) | $ | (215 | ) | $ |
108,037
|
$ | (12,886 | ) |
|
For
the Six Months Ended
June
30,
|
|||||||
|
2007
|
2006
|
||||||
Cash
flows from operating activities:
|
|
|||||||
Net
loss
|
$ | (12,816 | ) | $ | (16,971 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
1,299
|
725
|
||||||
Amortization
of discounts, net of premiums, on marketable securities
|
(223 | ) |
55
|
|||||
Noncash
expenses incurred in connection with vesting of share-based compensation
awards
|
5,674
|
4,747
|
||||||
Expense
of purchased technology related to PSMA LLC
|
13,209
|
|||||||
Loss
in joint venture
|
121
|
|||||||
Write-off
of fixed assets
|
2
|
|||||||
Changes
in assets and liabilities, net of effects of purchase of PSMA
LLC:
|
||||||||
(Increase)
decrease in accounts receivable
|
(323 | ) |
1,669
|
|||||
Decrease
(increase) in other current assets
|
576
|
(224 | ) | |||||
Increase
in accounts payable and accrued expenses
|
2,461
|
1,255
|
||||||
(Decrease)
in amount due to joint venture
|
(194 | ) | ||||||
Decrease
in investment in joint venture
|
250
|
|||||||
(Decrease)
in deferred revenue
|
(9,041 | ) | (9,363 | ) | ||||
(Decrease)
in other current liabilities
|
(577 | ) | ||||||
Increase
in deferred lease liability
|
1
|
28
|
||||||
Net
cash used in operating activities
|
(12,392 | ) | (5,268 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Capital
expenditures
|
(2,142 | ) | (3,005 | ) | ||||
Sales
of marketable securities
|
142,624
|
171,570
|
||||||
Purchase
of marketable securities
|
(109,375 | ) | (202,810 | ) | ||||
Acquisition
of PSMA LLC, net of cash acquired
|
(13,128 | ) | ||||||
Increase
in restricted cash
|
(4 | ) | (3 | ) | ||||
Net
cash provided by (used in) investing activities
|
31,103
|
(47,376 | ) | |||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from the exercise of stock options and sale of common stock under
the
Employee Stock Purchase Plan
|
4,422
|
3,859
|
||||||
Repurchase
of restricted stock
|
(19 | ) | ||||||
Net
cash provided by financing activities
|
4,403
|
3,859
|
||||||
Net
increase (decrease) in cash and cash equivalents
|
23,114
|
(48,785 | ) | |||||
Cash
and cash equivalents at beginning of period
|
11,947
|
67,072
|
||||||
Cash
and cash equivalents at end of period
|
$ |
35,061
|
$ |
18,287
|
||||
Supplemental
disclosure of noncash investing activity:
|
||||||||
Fair
value of assets, including purchased technology, acquired from PSMA
LLC
|
$ |
13,674
|
||||||
Cash
paid for acquisition of PSMA LLC
|
(13,459 | ) | ||||||
Liabilities
assumed from PSMA LLC
|
$ |
215
|
|
For
the Six Months Ended
June
30,
|
|||
2007
|
2006
|
|||
Expected
volatility
|
55%
- 87%
|
92%
|
||
Expected
dividends
|
zero
|
zero
|
||
Expected
term (in years)
|
5.25
- 10
|
6.5
|
||
Weighted
average expected term (years)
|
6.91
|
6.5
|
||
Risk-free
rate
|
4.48%
- 4.64%
|
5.06%
|
For
the Six Months Ended
June
30,
|
||||
2007
|
2006
|
|||
Expected
volatility
|
42%
|
38%
|
||
Expected
dividends
|
zero
|
zero
|
||
Expected
term
|
6
months
|
6
months
|
||
Risk-free
rate
|
5.09%
|
4.05%
|
June
30,
2007
|
December
31,
2006
|
|||||||
National
Institutes of Health
|
$ |
2,018
|
$ |
1,697
|
||||
Other
|
4
|
2
|
||||||
Total
|
$ |
2,022
|
$ |
1,699
|
June
30,
2007
|
December
31,
2006
|
|||||
Accounts
payable
|
|
$
|
1,699
|
|
$
|
1,559
|
Accrued
consulting and clinical trial costs
|
|
|
9,530
|
|
|
7,404
|
Accrued
payroll and related costs
|
1,632
|
990
|
||||
Legal
and professional fees
|
|
|
1,082
|
|
|
1,301
|
Other
|
|
|
370
|
|
|
598
|
Total
|
|
$
|
14,313
|
|
$
|
11,852
|
|
Net
Loss (Numerator)
|
Shares
(Denominator)
|
Per
Share Amount
|
|||||||||
Three
months ended June 30, 2007
|
|
|
|
|||||||||
Basic
and Diluted
|
$ | (2,383 | ) |
26,569
|
$ | (0.09 | ) | |||||
Six
months ended June 30, 2007
|
||||||||||||
Basic
and Diluted
|
$ | (12,816 | ) |
26,468
|
$ | (0.48 | ) | |||||
Three
months ended June 30, 2006
|
||||||||||||
Basic
and Diluted
|
$ | (14,328 | ) |
25,569
|
$ | (0.56 | ) | |||||
Six
months ended June 30, 2006
|
||||||||||||
Basic
and Diluted
|
$ | (16,971 | ) |
25,462
|
$ | (0.67 | ) |
|
For
the Three Months Ended June 30,
|
|||||||||||||||
|
2007
|
2006
|
||||||||||||||
|
Wtd.
Avg. Number
|
Wtd.
Avg. Exercise Price
|
Wtd.
Avg. Number
|
Wtd.
Avg. Exercise Price
|
||||||||||||
Stock
options
|
4,541
|
$ |
17.38
|
4,487
|
$ |
14.62
|
||||||||||
Nonvested
shares
|
375
|
253
|
||||||||||||||
Total
|
4,916
|
4,740
|
|
For
the Six Months Ended June 30,
|
|||||||||||||||
|
2007
|
2006
|
||||||||||||||
|
Wtd.
Avg. Number
|
Wtd.
Avg. Exercise Price
|
Wtd.
Avg. Number
|
Wtd.
Avg. Exercise Price
|
||||||||||||
Stock
options
|
4,615
|
$ |
17.08
|
4,507
|
$ |
14.27
|
||||||||||
Nonvested
shares
|
385
|
248
|
||||||||||||||
Total
|
5,000
|
4,755
|
|
For
the Three Months Ended June 30,
|
For
the Six Months Ended
June
30,
|
||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
loss
|
$ | (2,383 | ) | $ | (14,328 | ) | $ | (12,816 | ) | $ | (16,971 | ) | ||||
Change
in net unrealized loss on marketable securities
|
(149 | ) | (55 | ) | (70 | ) | (196 | ) | ||||||||
Comprehensive loss
|
$ | (2,532 | ) | $ | (14,383 | ) | $ | (12,886 | ) | $ | (17,167 | ) |
For
the Three Months Ended June
30,
|
For the Six Months Ended June
30,
|
|||||||||||
2007
|
2006
|
Percent
Change
|
2007
|
2006
|
Percent
Change
|
|||||||
Sources
of Revenue
|
||||||||||||
Contract
research from collaborator
|
$ 22,948
|
$ 17,044
|
35%
|
$ 38,447
|
$ 25,533
|
51%
|
||||||
Research
grants and contract
|
2,486
|
2,064
|
20%
|
4,606
|
4,526
|
2%
|
||||||
Product
sales
|
23
|
14
|
64%
|
41
|
65
|
(37%)
|
||||||
Total
|
$ 25,457
|
$ 19,122
|
33%
|
$ 43,094
|
$ 30,124
|
43%
|
Three Months Ended June
30,
|
Percentage
Change
|
Six Months Ended June 30, |
Percentage
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
|
||||||||||||
Salaries
and benefits (cash)
|
$6,412
|
$3,973
|
61%
|
$11,937
|
$7,805
|
53%
|
Three Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Share-based
compensation (non-cash)
|
$1,561
|
$1,288
|
21%
|
$3,175
|
$2,481
|
28%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Clinical trial costs
|
$3,747
|
$2,292
|
63%
|
$8,396
|
3,899
|
115%
|
Three Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Laboratory supplies
|
$2,194
|
$1,143
|
92%
|
$3,851
|
$2,070
|
86%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Contract
manufacturing and subcontractors
|
$5,693
|
$4,911
|
16%
|
$11,787
|
$6,046
|
95%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Consultants
|
$1,131
|
$1,522
|
(26%)
|
$2,702
|
$2,094
|
29%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
License
fees
|
$210
|
$152
|
38%
|
$960
|
$428
|
124%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months EndedJune
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Other operating expenses
|
$1,633
|
$14,697
|
(89%)
|
$2,944
|
$15,714
|
(81%)
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
|
||||||||||||
Salaries
and benefits (cash)
|
$1,820
|
$1,493
|
22%
|
$3,777
|
$2,958
|
28%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Share-based
compensation (non-cash)
|
$1,165
|
$1,240
|
(6%)
|
$2,499
|
$2,270
|
10%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Consulting
and professional fees
|
$1,906
|
$1,124
|
70%
|
$3,746
|
$2,232
|
68%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Other operating expenses
|
$1,305
|
$1,159
|
13%
|
$2,449
|
$2,068
|
18%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Loss in Joint Venture
|
$0
|
$0
|
0%
|
$0
|
$121
|
(100%)
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Depreciation and amortization
|
$807
|
$362
|
123%
|
$1,299
|
$725
|
79%
|
Three
Months Ended June 30,
|
Percent
Change
|
Six
Months Ended June
30,
|
Percent
Change
|
|||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Other income
|
$1,744
|
$1,906
|
(8%)
|
$3,612
|
$3,816
|
(5%)
|
Six
Months Ended June
30,
|
||||||||
2007
|
2006
|
|||||||
(in
thousands)
|
||||||||
Net
cash (used in) provided by:
|
||||||||
Operating
activities
|
$ | (12,392 | ) | $ | (5,268 | ) | ||
Investing
activities
|
$ |
31,103
|
$ | (47,376 | ) | |||
Financing
activities
|
$ |
4,403
|
$ |
3,859
|
·
|
Cash
used in operating activities for the six months ended June 30, 2007
resulted primarily from a net loss of $12.8 million, which was offset
by
$5.7 million of non-cash compensation expense from the issuance of
restricted stock and stock options to employees and non-employees
and $1.3
million of depreciation expense on our fixed assets. Significant
changes
in operating assets and liabilities between June 30, 2007 and December
31,
2006 were: a decrease of $9.0 million in deferred revenue resulting
from the amortization of the $60 million upfront payment received
from
Wyeth in 2005, and an increase of $2.5 million in accounts payable
and
accrued expenses, due to timing of
payments.
|
·
|
Net
cash used in investing activities for the six months ended June 30,
2007
resulted primarily from the sale of $142.6 million of marketable
securities offset by the purchase of $109.4 million of marketable
securities. We purchase and sell marketable securities in order to
provide
funding for our operations and to achieve appreciation of our unused
cash
in a low risk environment. We also purchased $2.1 million and $3.0
million
of fixed assets, during the six months ended June 30, 2007 and 2006,
respectively, including capital equipment and leasehold improvements
as we
acquired and built out additional manufacturing space and purchased
more
laboratory equipment for our expanding research and development
projects.
|
·
|
The
net cash provided by financing activities for the six months ended
June
30, 2007 and 2006 includes the exercise of stock options under our
Stock
Incentive Plans and the sale of common stock under our Employee Stock
Purchase Plans. Cash received from exercises under such plans during
the
six months ended June 30, 2007 was more than that during the six
months
ended June 30, 2006 due to an increase in
headcount.
|
Six
Months Ended June 30,
|
||||||||
2007
|
2006
|
|||||||
(in
millions)
|
||||||||
Methylnaltrexone
|
$ |
19.6
|
$ |
14.7
|
||||
HIV
|
12.5
|
7.6
|
||||||
Cancer
|
9.7
|
16.9
|
||||||
Other
programs
|
4.0
|
1.3
|
||||||
Total
|
$ |
45.8
|
$ |
40.5
|
Payments
due by June 30,
|
||||||||||
Total
|
2008
|
2009-2010
|
2011-2012
|
Thereafter
|
||||||
(in
millions)
|
||||||||||
Operating
leases
|
$ 7.7
|
$ 2.7
|
$ 4.1
|
$ 0.4
|
$ 0.5
|
|||||
License
and collaboration agreements (1)
|
98.7
|
1.8
|
7.2
|
3.9
|
85.8
|
|||||
Total
|
$106.4
|
$ 4.5
|
$ 11.3
|
$ 4.3
|
$ 86.3
|
(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.
|
·
|
We
use the closing price of our common stock on the date of grant, as
quoted
on The NASDAQ Stock Market LLC, as the exercise
price.
|
·
|
Historical
volatilities are based upon daily quoted market prices of our common
stock
on The NASDAQ Stock Market LLC 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 six months ended June 30, 2007 and 2006, the
volatility of our common stock for periods equal to the expected
term of
options granted during those periods has been high, 55%-87% and 92%,
respectively, 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. For the six months
ended
June 30, 2007, our expected term has been calculated based upon historical
data related to exercise and post-termination cancellation activity
for
each of two groups of recipients of stock options: employees and
officers
and directors. Accordingly, for grants made to each of the groups
mentioned above, we are using expected terms of 5.25 and 7.5 years,
respectively. For the six months ended June 30,
2006, our expected term was calculated based upon
the simplified method as detailed in Staff Accounting
Bulletin No. 107 (“SAB 107”). We used an expected term of 6.5 years for
options granted in 2006, based upon the vesting period of the outstanding
options of four or five years and a contractual term of ten years.
Expected term for options granted to non-employee consultants was
ten
years, which is the contractual term of those options. 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
methylnaltrexone;
|
·
|
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.
|
|
|
|
|
|
|
|
|
|
(i)Election
of Directors
|
|
|
|
|
|
|
|
|
Nominee
|
|
Votes
For
|
|
Votes
Against
|
|
Withheld
|
|
Abstentions/
Broker
Non-Votes
|
Paul
J. Maddon, M.D., Ph.D.
|
|
22,287,708
|
|
0
|
|
731,845
|
|
0
|
Charles
A. Baker
|
|
21,319,530
|
|
0
|
|
1,700,023
|
|
0
|
Kurt
W. Briner
|
|
22,411,409
|
|
0
|
|
608,144
|
|
0
|
Mark
F. Dalton
|
|
20,738,888
|
|
0
|
|
2,280,665
|
|
0
|
Stephen
P. Goff, Ph.D.
|
|
17,610,620
|
|
0
|
|
5,408,933
|
|
0
|
Paul
F. Jacobson
|
|
21,321,855
|
|
0
|
|
1,697,698
|
|
0
|
David
A. Scheinberg, M.D., Ph.D.
|
|
22,283,378
|
|
0
|
|
736,175
|
|
0
|
Nicole
S. Williams
|
22,411,609
|
0
|
607,944
|
0
|
||||
(ii)
Approve Amendments to the 1998 Employee Stock Purchase
Plans
|
14,352,646
|
2,228,439
|
16,335
|
6,422,133
|
||||
(iii)
Approve Amendment to the 2005 Stock Incentive
Plan
|
12,382,219
|
4,193,273
|
21,928
|
6,422,133
|
||||
(iv)
Ratification of PricewaterhouseCoopers LLP
|
22,841,423
|
168,950
|
9,180
|
(a)
|
Exhibits
|
31.1
|
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
|
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:
August 8, 2007
|
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)
|