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Aggregate
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777
Old Saw Mill River Road
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Tarrytown,
New York 10591
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914-789-2800
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www.progenics.com
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777
Old Saw Mill River Road
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Tarrytown,
New York 10591
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914-789-2800
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www.progenics.com
|
P R O X Y S T A T E M E N T
|
Information
Concerning Director
Nominees
|
Name
|
Age
|
Year
First
Elected Director
|
Position
with Progenics
|
Kurt
W. Briner (1)(2)
|
61
|
1998
|
Co-Chairman,
Director
|
Paul
F. Jacobson (1)(2)(3)(4)
|
51
|
1990
|
Co-Chairman,
Director
|
Paul
J. Maddon, M.D., Ph.D. (4)
|
46
|
1986
|
Chief
Executive Officer, Chief Science Officer and Director
|
Charles
A. Baker (1)(2)(3)(4)
|
73
|
1994
|
Director
|
Mark
F. Dalton (2)(3)(4)
|
55
|
1990
|
Director
|
Stephen
P. Goff, Ph.D. (2)
|
54
|
1993
|
Director
|
David
A. Scheinberg, M.D., Ph.D.
|
50
|
1996
|
Director
|
(1) |
Member
of the Audit Committee
|
(2) |
Member
of the Nominating and Corporate Governance
Committee
|
(3) |
Member
of the Compensation Committee
|
(4) |
Member
of the Executive Committee
|
Board
and Committee Meetings
|
|
Audit
Committee
|
|
Compensation
Committee
|
|
Nominating
and Corporate Governance
Committee
|
|
Executive
Committee
|
Affirmative
Determinations Regarding Director Independence and Other
Matters
|
|
Mark
F. Dalton
Paul
F. Jacobson
Charles
A. Baker
Kurt
W. Briner
Stephen
P. Goff, Ph.D.
|
Stockholder
Communications with the Board; Board Attendance at the Annual Meeting
of
Stockholders
|
Code
of Business Ethics and
Conduct
|
|
Minimum
Criteria for Board Members
|
|
•
|
Each
candidate shall be prepared to represent the best interests of all
of our
stockholders and not just one particular constituency.
|
|
|
|
|
•
|
Each
candidate shall be an individual who has demonstrated integrity and
ethics
in his or her personal and professional life and has established
a record
of professional accomplishment in his or her chosen
field.
|
|
|
|
|
•
|
No
candidate, or family member (as defined in the Nasdaq Marketplace
rules)
or affiliate or associate (each as defined in Rule 405 under the
Securities Act of 1933, as amended) of a candidate, shall have any
material personal, financial or professional interest in any of our
present or potential competitors.
|
|
|
|
|
•
|
Each
candidate shall be prepared to participate fully in Board activities,
including, if eligible, active membership on at least one Board committee
and attendance at, and active participation in, meetings of the Board
and
any committee of which he or she is a member, and not have other
personal
or professional commitments that would, in the Nominating and Corporate
Governance Committee’s sole judgment, interfere with or limit his or her
ability to do so.
|
|
|
|
|
Desirable
Qualities and Skills
|
|
•
|
Each
candidate should contribute to the Board’s overall diversity — diversity
being broadly construed to mean a variety of opinions, perspectives,
personal and professional experiences and backgrounds, as well as
other
differentiating characteristics.
|
|
|
|
|
•
|
Each
candidate should contribute positively to the collaborative culture
among
Board members.
|
|
|
|
|
•
|
Each
candidate should possess professional and personal experiences and
expertise relevant to our goal of being a leading biopharmaceutical
company. At this stage of our development, relevant experiences might
include, among other things, large biotechnology or pharmaceutical
company
CEO or senior management experience, senior-level management experience
in
medical research or clinical development activities in the fields
of
oncology, virology, immunology or molecular biology within a public
company or large university setting, and relevant senior-level expertise
in one or more of the following areas: finance, accounting, sales
and
marketing, organizational development and public
relations.
|
|
|
|
|
Internal
Process for Identifying
Candidates
|
|
Nomination
of Directors by
Stockholders
|
|
Evaluation
of Candidates
|
|
Timing
of the Identification and Evaluation
Process
|
|
Future
Revisions to the Nominations
Policy
|
Summary
Compensation Table
|
Annual
Compensation(1)
|
Long
Term Compensation
|
||||||||||||||||||
Name
and Principal Position
|
Fiscal
Year
|
Salary
|
Bonus
|
Restricted
Stock
Awards(2)
|
Stock
Option
Grants
|
Other
Compensation(3)
|
|||||||||||||
Paul
J. Maddon, M.D., Ph.D.
|
2005
|
$
|
536,785
|
$
|
—
(7
|
)
|
$
|
934,250
|
75,000
shares
|
$
|
16,000
|
||||||||
Chief
Executive Officer and Chief
Science Officer
|
2004
|
515,000
|
150,000
|
—
|
75,000
shares
|
14,729
|
|||||||||||||
|
2003
|
499,859
|
175,000
|
—
|
225,000shares
|
13,729
|
|||||||||||||
Alton
B. Kremer, M.D., Ph.D. (6)
|
2005
|
$
|
320,000
|
$
|
153,000
|
$
|
74,865
|
10,000
shares
|
$
|
19,484
|
|||||||||
Vice
President, Clinical Research
|
2004
|
83,692
|
83,000
|
—
|
40,000
shares
|
—
|
|||||||||||||
Robert
J. Israel, M.D.
|
2005
|
$
|
312,000
|
$
|
125,000
|
$
|
74,865
|
10,000
shares
|
$
|
19,596
|
|||||||||
Senior
Vice President, Medical
|
2004
|
300,000
|
50,000
|
126,375
|
—
|
44,069
(4
|
)
|
||||||||||||
Affairs
|
2003
|
278,000
|
25,000
|
—
|
35,000
shares
|
45,694
(4
|
)
|
||||||||||||
Mark
R. Baker, J.D., Senior Vice
|
2005
|
$
|
149,692
|
$
|
249,000
|
$
|
—
|
50,000
shares
|
$
|
7,500
|
|||||||||
President
& General Counsel (5)
|
|||||||||||||||||||
Robert
A. McKinney, CPA
|
2005
|
$
|
230,000
|
$
|
150,000
|
$
|
96,255
|
37,500
shares
|
$
|
18,387
|
|||||||||
Chief
Financial Officer,
|
2004
|
200,000
|
60,000
|
126,375
|
—
|
19,861
|
|||||||||||||
Senior
Vice President, Finance &
|
2003
|
174,000
|
50,000
|
—
|
25,000
shares
|
19,194
|
|||||||||||||
Operations
and Treasurer
|
Stock
Option Grants in the Fiscal Year Ended December 31,
2005
|
Name
|
Number
of
Shares
Underlying
Options
Granted
|
Percent
of
Total
Option
Shares
Granted
to
Employees(1)
|
Exercise
Price
per
Share
|
Expiration
Date
|
Potential
Realizable Value
at
Assumed Annual Rates
of
Stock Price Appreciation
for
Option Term
|
|
5%
|
10%
|
|||||
Paul
J. Maddon, M.D., Ph.D.
|
75,000
|
10.7%
|
$21.39
|
7/1/2015
|
$1,008,904
|
$
2,556,761
|
Alton
B. Kremer, M.D., Ph.D.
|
10,000
|
1.4%
|
$21.39
|
7/1/2015
|
$ 134,521
|
$
340,902
|
Robert
J. Israel, M.D.
|
10,000
|
1.4%
|
$21.39
|
7/1/2015
|
$
134,521
|
$
340,902
|
Mark
R. Baker, J.D.
|
50,000
|
7.1%
|
$20.02
|
6/20/2015
|
$
629,524
|
$ 1,595,336
|
Robert
A. McKinney, CPA
|
25,000
|
3.6%
|
$22.68
|
3/1/2015
|
$
356,583
|
$
903,652
|
Robert
A. McKinney, CPA
|
12,500
|
1.8%
|
$21.39
|
7/1/2015
|
$
168,151
|
$
426,127
|
(1)
|
Our
employees were granted options during the 2005 fiscal year with respect
to
a total of 702,845 shares from our Amended 1996 Stock Incentive Plan
and
our 2005 Stock Incentive Plan..
|
Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
|
Exercises
During
the
Fiscal Year
|
Number
of
Shares
Underlying
Unexercised
Options
|
Value
of Unexercised
In-the-Money
Options (1)
|
|||||||||||||||||
Name
|
Acquired
|
Realized
(2)
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||||||
Paul
J. Maddon, M.D., Ph.D.
|
—
|
—
|
1,291,650
|
166,125
|
$
|
18,908,078
|
$
|
1,436,498
|
|||||||||||
Alton
B. Kremer, M.D., Ph.D.
|
—
|
—
|
8,000
|
42,000
|
$
|
91,520
|
$
|
402,280
|
|||||||||||
Robert
J. Israel, M.D.
|
8,750
|
$
|
160,846
|
193,750
|
36,250
|
$
|
2,845,400
|
$
|
321,625
|
||||||||||
Mark
R. Baker, J.D.
|
—
|
—
|
—
|
50,000
|
—
|
$
|
249,500
|
||||||||||||
Robert
A. McKinney, CPA
|
15,000
|
$
|
293,100
|
146,250
|
56,250
|
$
|
1,964,900
|
$
|
307,375
|
(1)
|
Based
on a closing price of $25.01 per share on December 30, 2005 on the
Nasdaq
National Market.
|
(2)
|
Based
on closing prices on the Nasdaq National Market on the respective
dates of
exercise for retained shares and on the resale prices for shares
immediately resold.
|
Employment
Agreements
|
|
Robert
J. Israel, M.D.
|
|
•
|
$2,000
for each meeting of the Board of Directors attended in person, $1,000
for
each in-person meeting attended by telephone and $500 for participation
in
each telephonic meeting;
|
|
|
|
|
|
|
|
•
|
for
committee meetings held other than in conjunction with a meeting
of the
entire Board, $1,000 for attendance in person and $500 for telephonic
participation;
|
|
|
|
|
|
|
•
|
for
committee meetings held on the day after a meeting of the entire
Board,
$500 for participation;
|
|
|
|
|
|
|
•
|
for
committee meetings held on the same day, no additional compensation
is
paid;
|
|
|
|
|
|
•
|
an
annual retainer fee of $15,000, except for Messrs. Briner and Jacobson
who
are entitled to an annual retainer fee of $40,000 as described above;
and
|
|
|
|
|
|
|
•
|
an
option to purchase 10,000 shares of our Common Stock granted annually
on
each July 1 with an exercise price equal to the fair market value
as of
the date of grant, provided that with regard to the option grant
on July
1, 2005, Messrs. Briner and Jacobson will not be entitled to the
annual
option grant.
|
By
the Compensation Committee of the Board of Directors
|
|
Mark
F. Dalton, Chairman
|
|
Charles
A. Baker
|
|
Paul
F. Jacobson
|
Type
of Fee
|
2005
|
2004
|
|||||
Audit
Fees (1)
|
$
|
753,350
|
$
|
899,395
|
|||
Audit
Related Fees (2)
|
64,000
|
49,000
|
|||||
Tax
Fees(3)
|
41,300
|
20,900
|
|||||
All
Other Fees(4)
|
1,611
|
1,613
|
Report
of the Audit Committee of the Board of
Directors
|
Beneficial
Ownership
|
Shares
Beneficially
Owned
(2)
|
||
Name
and Address of Beneficial Owner(1)
|
Number
|
Percent
|
Entities
affiliated with Tudor Investment Corporation (3)
|
2,342,388
|
9.2%
|
1275
King Street
|
||
Greenwich,
CT 06831
|
||
Paul
Tudor Jones, II (4)
|
2,888,513
|
11.4%
|
1275
King Street
|
||
Greenwich,
CT 06831
|
||
Delaware
Management Holdings (5)
|
1,565,995
|
6.2%
|
One
Commerce Square, 2005 Market Street
|
||
Philadelphia,
PA 19103
|
||
Entities
affiliated with Philip B. Korsant (6)
|
1,770,000
|
7.0%
|
Ziff
Asset Management, L.P.
|
||
c/o
Philip B. Korsant
|
||
283
Greenwich Avenue
|
||
Greenwich,
CT 06830
|
||
Federated
Investors, Inc. (7)
|
1,331,100
|
5.2%
|
Federated
Investors Tower
|
||
Pittsburgh,
PA 15222
|
||
Sectoral
Asset Management Inc. (8)
|
1,651,434
|
6.5%
|
1000
Sherbrooke Street
|
||
Montreal,
A1 00000
|
||
Paul
J. Maddon, M.D., Ph.D. (9)
|
1,848,265
|
6.9%
|
Charles
A. Baker (10)
|
86,481
|
*
|
Kurt
W. Briner (11)
|
143,000
|
*
|
Mark
F. Dalton (12)
|
2,494,888
|
9.8%
|
Stephen
P. Goff, Ph.D. (13)
|
131,000
|
*
|
Paul
F. Jacobson (14)
|
278,100
|
1.1%
|
David
A. Scheinberg, M.D., Ph.D. (15)
|
175,931
|
*
|
Robert
J. Israel, M.D. (16)
|
194,377
|
*
|
Robert
A. McKinney, CPA (17)
|
169,669
|
*
|
Alton
B. Kremer, M.D., Ph.D. (18)
|
6,967
|
*
|
Mark
R. Baker, J.D. (19)
|
2,316
|
*
|
All
directors and executive officers as a group (20)
|
6,007,570
|
21.4%
|
*
|
Less
than one percent.
|
(1)
|
Unless
otherwise specified, the address of each beneficial owner is c/o
Progenics
Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, New
York
10591.
|
(2)
|
Except
as indicated and pursuant to applicable community property laws,
each
stockholder possesses sole voting and investment power with respect
to the
shares of common stock listed. The number of shares of common stock
beneficially owned includes the shares issuable pursuant to stock
options
to the extent indicated in the footnotes in this table. Shares issuable
upon exercise of these options are deemed outstanding for computing
the
percentage of beneficial ownership of the person holding the options
but
are not deemed outstanding for computing the percentage of beneficial
ownership of any other person.
|
(3)
|
The
number of shares owned by entities affiliated with Tudor Investment
Corporation (TIC) consists of 1,820,068 shares held of record by
The Tudor
BVI Portfolio Ltd., a company organized under the law of the Cayman
Islands (Tudor BVI), 287,813 shares held of record by TIC, 193,126
shares
held of record by Tudor Arbitrage Partners L.P. (TAP), 25,981 shares
held
of record by Tudor Proprietary Trading, L.L.C. (TPT), and 15,400
shares
held of record by Tudor Global Trading LLC (TGT). In addition, because
TIC
provides investment advisory services to Tudor BVI, it may be deemed
to
beneficially own the shares held by such entity. TIC disclaims beneficial
ownership of such shares. TGT is the general partner of TAP. Tudor
Group
Holdings LLC (TGH) is the sole member of TGT and indirectly holds
all of
the membership interests of TPT. TGH is also the sole limited partner
of
TAP. TGH expressly disclaims beneficial ownership of the shares
beneficially owned by each of such entities. TGT disclaims beneficial
ownership of shares held by TAP. The number set forth does not include
shares owned of record by Mr. Jones and Mr. Dalton. See Notes (4) and
(12).
|
(4)
|
Includes
2,342,388 shares beneficially owned by entities affiliated with TIC.
Mr. Jones is the Chairman and indirect principal equity owner of TIC,
TPT and TGT, and the indirect principal equity owner of TAP. Mr.
Jones may
be deemed to be the beneficial owner of shares beneficially owned,
or
deemed beneficially owned, by entities affiliated with TIC. Mr. Jones
disclaims beneficial ownership of such shares. See
Note (3).
|
(5)
|
Based
on a Schedule 13G filed on February 9, 2006, the number of shares
owned by
Delaware Management Holdings and Delaware Management Business Trust
consists of 1,565,995 shares held by Delaware Management Holdings
and
Delaware Management Business Trust, which share voting and dispositive
powers.
|
(6)
|
Based
on a Schedule 13G, filed on February 13, 2006, the number of shares
owned
by entities affiliated with Philip B. Korsant consists of 1,770,000
shares
held by Ziff Asset Management, L.P., a Delaware limited partnership.
Mr. Korsant, ZBI Equities, L.L.C. and PBK Holdings, Inc., a Delaware
corporation, share voting and dispositive power over the shares held
by
Ziff Asset Management, L.P.
|
(7)
|
Based
on a Schedule 13G, filed February 14, 2006, Federated Investors,
Inc. (the
“Parent”) is the parent holding company of Federated Equity Management
Company of Pennsylvania and Federated Global Investment Management
Corp.
All of the Parent’s outstanding voting stock is held in the Voting Shares
Irrevocable Trust for which John F. Donahue, Rhodora J. Donahue and
J.
Christopher Donahue act as trustees and they have the collective
voting
control over the Parent.
|
(8)
|
Sectoral
Asset Management Inc. in its capacity as an investment adviser, has
the
sole right to vote or dispose of the 1,651,434 shares set forth in
Schedule 13G filed on February 14, 2006. Jerome G. Pfund and Michael
L.
Sjostrom are the sole shareholders of Sectoral Asset Management
Inc.
|
(9)
|
Includes
541,865 shares outstanding; 1,261,650 shares issuable upon exercise
of
options exercisable within 60 days of March 1, 2006 and 43,750 shares
of
restricted stock. Also includes 1,000 shares held by Dr. Maddon’s spouse,
the beneficial ownership of which Dr. Maddon disclaims. Excludes
88,229
shares held by a trust, of which his spouse is the beneficiary; neither
Dr. Maddon nor his spouse has investment control over such
trust.
|
(10)
|
Includes
21,481 shares owned by the Baker Family Limited Partnership and 65,000
shares issuable upon exercise of options held by Mr. Baker and exercisable
within 60 days of March 1, 2006.
|
(11)
|
Includes
3,000 shares outstanding and140,000 shares issuable upon exercise
of
options held by Mr. Briner exercisable within 60 days of March 1,
2006.
|
(12)
|
Includes
71,000 shares held of record directly by Mr. Dalton, 65,000 shares
issuable upon exercise of options held by Mr. Dalton exercisable
within 60 days of March 1, 2006 and 16,500 shares held of record
by DF
Partners, a family partnership of which Mr. Dalton is the sole
general partner. The number set forth also includes 2,342,388 shares
beneficially owned by entities affiliated with TIC. Mr. Dalton is
President and an equity owner of TIC and TGH. Mr. Dalton is also
the
President and an indirect equity owner of TGT and TPT. Mr. Dalton
disclaims beneficial ownership of shares beneficially owned, or deemed
beneficially owned, by entities affiliated with TIC and DF Partners,
except to the extent of his pecuniary interest therein. See Note
(3).
|
(13)
|
Includes
33,500 shares outstanding and 97,500 shares issuable upon exercise
of
options held by Dr. Goff exercisable within 60 days of March 1,
2006.
|
(14)
|
Includes
188,100 shares outstanding and 90,000 shares issuable upon exercise
of
options held by Mr. Jacobson exercisable within 60 days of March 1,
2006.
|
(15)
|
Includes
24,181 shares outstanding and 151,750 shares issuable upon exercise
of
options held by Dr. Scheinberg exercisable within 60 days of March
1,
2006.
|
(16)
|
Includes
11,502 shares outstanding and 173,750 shares issuable upon exercise
of
options held by Dr. Israel exercisable within 60 days of March 1,
2006. Also includes 9,125 shares of restricted
stock.
|
(17)
|
Includes
7,044 shares outstanding and 152,500 shares issuable upon exercise
of
options held by Mr. McKinney exercisable within 60 days of March
1, 2006.
Also includes 10,125 shares of restricted
stock.
|
(18)
|
Includes
3,467 shares outstanding and no shares issuable upon exercise of
options
held by Dr. Kremer exercisable within 60 days of March 1, 2006. Also
includes 3,500 shares of restricted
stock.
|
(19)
|
Includes
2,316 shares outstanding and no shares issuable upon exercise of
options
held by Mr. Baker exercisable within 60 days of March 1,
2006.
|
(20)
|
Includes
3,295,820 shares outstanding, 111,500 shares of restricted stock
and
2,600,250 shares issuable upon the exercise of stock options exercisable
within 60 days of March 1, 2006 held by affiliated entities, directors
and
named executive officers as set forth in the above table and by all
other
executive officers.
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Sales
of Stock by Insiders
|
|
777
OLD SAW MILL RIVER ROAD
TARRYTOWN,
NY 10591
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VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time on June
11, 2006.
Have your proxy card in hand when you access the web site and follow
the
instructions to obtain your records and to create an electronic voting
instruction form.
VOTE
BY PHONE-1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up
until
11:59 P. M. Eastern Time on June 11, 2006. Have your proxy card in
hand
when you call and then follow the instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we’ve provided or return to Progenics Pharmaceuticals, Inc., c/o ADP,
51
Mercedes Way, Edgewood, NY 11717.
VOTE
IN PERSON Attend the Annual Shareholders Meeting at 10:00 A.M.
Eastern Time on Monday, June 12, 2006.
Landmark
at Eastview
Rockland
Room 777 Old Saw Mill River Road
Tarrytown,
NY 10591
ELECTRONIC
DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If
you would like to reduce the costs incurred by Progenics Pharmaceuticals,
Inc. in mailing proxy materials, you can consent to receiving all
future
proxy statements, proxy cards and annual reports electronically via
e-mail
or the Internet. To sign up for electronic delivery, please follow
the
instructions above to vote using the Internet and, when prompted,
indicate
that you agree to receive or access shareholder communications
electronically in future years.
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TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
PROGN1
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KEEP
THIS PORTION FOR YOUR RECORDS
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DETACH
AND RETURN THIS PORTION ONLY
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THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
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PROGENICS
PHARMACEUTICALS, INC.
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Vote
On Directors
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1.
ELECTION OF DIRECTORS:
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NOMINEES:
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01)
Charles A. Baker
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For
All
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Withhold
All
|
For
All
Except
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To
withhold authority to vote for any individual
nominee(s),
mark “For All Except” and write the nominee’s number on the line
below.
|
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02)
Kurt W. Briner
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03)
Mark F. Dalton
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04)
Stephen P. Goff, Ph.D.
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05)
Paul F. Jacobson
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o
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o
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o
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06)
Paul J. Maddon, M.D., Ph.D.
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07)
David A. Scheinberg, M.D., Ph.D.
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Vote
On Proposals
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For
|
Against
|
Abstain
|
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2.
|
Ratification
of the selection of PricewaterhouseCoopers LLP to serve as the Company’s
independent registered public accounting firm for the fiscal year
ending
December 31, 2006.
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o
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o
|
o
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3.
|
Authority
to vote in their discretion on such other business as may properly
come
before the meeting.
|
o
|
o
|
o
|
|
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NOTE:
|
Please
sign exactly as your name or names appear on this Proxy. When shares
are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title
as
such. If the signer is a corporation, please sign full corporate
name by
duly authorized officer, giving full title as such. If signer is
a
partnership, please sign in partnership name by authorized person.
|
|
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||||
For
comments, please check this box and write them on the back where
indicated
|
o
|
|
|
|||
|
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|
||||
Please
indicate if you plan to attend this meeting
|
o
|
o
|
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||
Yes
|
No
|
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_________________________________
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_________
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_____________________________
|
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_________
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Signature
[PLEASE SIGN WITHIN BOX]
|
|
Date
|
Signature
(Joint Owners)
|
|
Date
|
PROGENICS
PHARMACEUTICALS, INC.
777
OLD SAW MILL RIVER ROAD
TARRYTOWN,
NEW YORK 10591
ANNUAL
MEETING OF STOCKHOLDERS JUNE 12, 2006
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
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The
undersigned hereby appoints Paul J. Maddon, M.D., Ph.D., and Robert
A.
McKinney, and each of them, as Proxies each with the power to appoint
his
substitute and hereby authorizes them to represent and to vote, as
designated on the reverse side, all of the shares of Common Stock
of
Progenics Pharmaceuticals, Inc. held of record by the undersigned
on April
13, 2006 at the Annual Meeting of Stockholders to be held on June
12, 2006
or any adjournments or postponements thereof.
This
proxy, when properly executed, will be voted in the manner directed
herein
by the undersigned stockholder. If no direction is made, this proxy
will
be voted for each of the proposals named on the reverse
side.
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Comments:
|
|||
|
|||
|
|||
|
|||
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|||
|
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(If
you noted any Comments above, please mark corresponding box on the
reverse
side.)
|
|||
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|||
(Continued
and to be signed on the reverse
side)
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