The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to assist the reader in understanding the business of Progenics Pharmaceuticals, Inc. and its subsidiaries (the "Company", "Progenics", "we", or "us"). MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, 2019. Our results of operations discussed in MD&A are presented in conformity with accounting principles generally accepted in the U.S. ("GAAP"). We operate under a single research and development business segment. Therefore, our results of operations are discussed on a consolidated basis.

Note Regarding Forward-Looking Statements

This document and other public statements we make may contain statements that do not relate strictly to historical fact, any of which may be forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this communication that refer to our estimated or anticipated future results or other non-historical facts are forward-looking statements that reflect our current perception of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as "anticipate", "believe", "plan", "could", "should", "estimate", "expect", "forecast", "outlook", "guidance", "intend", "may", "might", "will", "possible", "potential", "predict", "project", or other similar words, phrases or expressions. In evaluating such statements, we urge you to specifically consider the various risk factors identified under Part I, Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2019, as updated by our subsequent Quarterly Reports on Form 10-Q, which could cause actual events or results to differ materially from those indicated by forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such statements. While it is impossible to identify or predict all such matters, these differences between forward-looking statements and our actual results, performance or achievement may result from, among other things; risks associated with the coronavirus (COVID-19) pandemic and the measures taken to prevent its spread and the related impact on our business; the proposed merger with Lantheus Holdings; the unpredictability of the duration and results of regulatory review of New Drug Applications ("NDA") and Investigational NDA; the inherent uncertainty of the timing and success of, and expense associated with, research, development, regulatory approval and commercialization of our products and product candidates, including the risks that clinical trials will not commence or proceed as planned; products which appear to be promising in early trials will not demonstrate efficacy or safety in larger-scale trials; clinical trial data on our products and product candidates will be unfavorable; our products will not receive marketing approval from regulators or, if approved, do not gain sufficient market acceptance to justify development and commercialization costs; the sales of RELISTOR® and other products by our partners and the revenue and income generated for us thereby may not meet expectations; our commercial launch of AZEDRA® may not meet revenue and income expectations; competing products currently on the market or in development might reduce the commercial potential of our products; we, our collaborators or others might identify side effects after the product is on the market; efficacy or safety concerns regarding marketed products, whether or not originating from subsequent testing or other activities by us, governmental regulators, other entities or organizations or otherwise, and whether or not scientifically justified, may lead to product recalls, withdrawals of marketing approval, reformulation of the product, additional pre-clinical testing or clinical trials, changes in labeling of the product, the need for additional marketing applications, declining sales, or other adverse events; and the inherent uncertainty of outcomes in intellectual property disputes such as the dispute with University of Heidelberg regarding PSMA-617.

We are also subject to risks and uncertainties associated with the actions of our corporate, academic and other collaborators and government regulatory agencies, including risks from market forces and trends; potential product liability; intellectual property, litigation and other dispute resolution, environmental and other risks; a potential inability to obtain sufficient capital, recruit and retain employees, enter into favorable collaborations, transactions, or other relationships, or the risk that existing or future relationships or transactions may not proceed as planned; the potential for cybersecurity breaches of our systems and information technology; the risk that current and pending patent protection for our products may be invalid, unenforceable or challenged, or fail to provide adequate market exclusivity, or that our rights to in-licensed intellectual property may be terminated for our failure to satisfy performance milestones; the risk of difficulties in, and regulatory compliance relating to, manufacturing products; and the uncertainty of our future profitability.

Risks and uncertainties to which we are subject also include general economic conditions, including interest and currency exchange-rate fluctuations and the availability of capital; changes in generally accepted accounting principles; the impact of legislation and regulatory compliance; the highly regulated nature of our business, including government cost-containment initiatives and restrictions on third-party payments for our products; trade buying patterns; the competitive climate of our industry; and other factors set forth in this document and other reports filed with the U.S. Securities and Exchange Commission ("SEC"). In particular, we cannot assure you that AZEDRA or RELISTOR will be commercially successful or be approved in the future in other indications or jurisdictions, or that any of our other programs will result in commercial products.

We do not have a policy of updating or revising forward-looking statements and, except as expressly required by law, we disclaim any intent or obligation to update or revise any statements as a result of new information or future events or developments. It should not be assumed that our silence over time means that actual events are bearing out as expressed or implied in forward-looking statements.





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Overview



Business


We are an oncology company focused on the development and commercialization of innovative targeted medicines and artificial intelligence to find, fight and follow cancer. Our pipeline includes therapeutic agents designed to precisely target cancer (AZEDRA, 1095 and PSMA TTC), as well as a prostate-specific membrane antigen ("PSMA") targeted imaging agents for prostate cancer (PyL and 1404).

Our business strategy requires us to manage our business to provide for the continued development, manufacturing and potential commercialization of our proprietary and partnered product candidates. This includes advancing our pipeline by identifying product candidates, technologies and businesses for acquisition and in-licensing that we believe are a strategic fit with our existing business. Our strategy also calls for us to undertake increased research and development activities and to manage an increasing number of relationships with partners and other third parties, while simultaneously managing the capital necessary to support this strategy.

COVID-19 Trends and Uncertainties

We have taken steps in response to the impact of the COVID-19 pandemic on our business and to protect the health and safety of our employees.

With respect to AZEDRA, our first quarter sales totaled approximately $1.4 million for the quarter ended March 31, 2020. Sales of therapeutic doses of AZEDRA doubled over the preceding quarter. Progenics is continuing to receive and process requests for both dosimetry and therapeutic doses. However, in alignment with government, regulatory and public health recommendations in relation to the COVID-19 pandemic, many of the multidisciplinary treatment centers that serve pheochromocytoma or paraganglioma patients have banned, or have limited access to external visitors, including the field-based sales team for AZEDRA, to ensure the safety of patients and healthcare providers. Consequently, the Company expects corresponding product revenue to reflect the challenging environment associated with the COVID-19 pandemic until restrictions are lifted.

Additionally, as the clinical community is facing challenges in trial conduct due to the COVID-19 pandemic, we are committed to ensuring adequate safety monitoring of the ARROW Phase 2 study in mCRPC subjects and maintaining the integrity of the trial in alignment with government, regulatory and public health recommendations. As such, Progenics has paused new enrollment for several months in the Phase 2 trial of I-131-1095 ("1095") in combination with enzalutamide in chemotherapy-naïve patients with metastatic castration-resistant prostate cancer (mCRPC) to minimize the risk to patients and healthcare providers during the pandemic. For patients who are active and have been randomized for the study, they will continue to receive treatment doses and will be monitored for safety and efficacy in a manner that is permissible by each clinical site.

As a result, the Company has decided to curtail promotional spending and furlough a portion of the clinical, commercial and medical employees to support cost-saving measures as the Company continues to navigate through the changing COVID-19 environment. Progenics continues to assess this emerging situation and will make any relevant adjustments in alignment with government mandates when necessary.

We have not experienced any disruptions in our preparations to file a New Drug Application ("NDA") for PyL with the U.S. Food and Drug Administration ("FDA"). We are currently targeting completion of the submission early in the third quarter of 2020.





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We are closely monitoring the impact of COVID-19 on all aspects of our business. The extent to which the COVID-19 pandemic impacts our business, our business partners, results of operations, and financial condition will depend on future developments, which are highly uncertain and difficult to predict; these developments include, but are not limited to, the duration and spread of the outbreak, the severity of its effects, the actions to contain the virus or address its impact, U.S. and foreign government actions to respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts on our financial condition and results of operations. For more information on the risks associated with COVID-19, see Part II, Item 1A, "Risk Factors" herein.

Pending Merger with Lantheus Holdings

On February 20, 2020, we announced the signing of the Merger Agreement with Lantheus Holdings. The Merger Agreement reflects the renegotiation of certain of the terms of our original agreement for the proposed merger entered into on October 1, 2019. The combined company would be led by Lantheus Holdings' Chief Executive Officer, Mary Anne Heino. Ms. Heino will be supported by Chief Financial Officer, Robert J. Marshall Jr., and Chief Operations Officer, John Bolla. The Merger Agreement provides that, following the closing, Dr. Gérard Ber and Mr. Heinz Mäusli, currently members of our Board, will be added as members of the Board of Directors of Lantheus Holdings. At the effective time of the proposed merger, each share of Progenics common stock issued and outstanding immediately prior to such time (other than excluded shares and dissenting shares) will be converted into the right to receive (i) 0.31 of a share of Lantheus Holdings common stock (an increase from 0.2502 under the original agreement) and (ii) one non-transferrable CVR per share of Progenics common stock, which will represent the right to receive up to two contingent payments upon the achievement of certain milestones subject to the terms of the Contingent Value Rights Agreement to be entered into between Lantheus Holdings and a rights agent reasonable acceptable to Progenics at or immediately prior to the effective time of the proposed merger. In no event will Lantheus Holdings' aggregate payments in respect of the CVRs, together with any other non-stock consideration treated as paid in connection with the proposed merger, exceed 19.9% of the total consideration Lantheus Holdings pays in the proposed merger. As a result of the increase in the exchange ratio, following the completion of the proposed merger, former Progenics stockholders' aggregate ownership stake will increase to approximately 40% of the combined company from approximately 35% under the terms set forth in the original agreement.

On April 2, 2020, Progenics and Lantheus Holdings announced their decision to reschedule their respective special meetings of stockholders to vote on the matters related to the proposed merger of Progenics and Lantheus Holdings from April 28, 2020 to June 16, 2020. The rescheduling of the special meetings is intended to allow both companies the time necessary to respond to the COVID-19 pandemic and its effect on each company's business and on the combined entity. The transaction is expected to close in the second quarter of 2020, subject to approval by Lantheus Holdings and Progenics stockholders and certain other customary closing conditions.

On April 14, 2020, Progenics entered into an agreement with the Velan Stockholders, pursuant to which Progenics agreed to pay the Velan Stockholders $1.3 million as partial reimbursement for their expenses incurred in connection with the Velan Stockholders' involvement with Progenics, including the successful consent solicitation commenced on September 18, 2019 to reconstitute the board of directors of Progenics. The reimbursement will be in full satisfaction of the Velan Stockholders' claims with respect to such expenses and will be paid promptly following the adoption of the Merger Agreement by the stockholders of Progenics and the approval of the stock issuance pursuant to the Merger Agreement by the stockholders of Lantheus Holdings.

In addition, on April 14, 2020, Progenics and Lantheus Holdings announced the entry by Lantheus Holdings into the Support Agreement with Velan in connection with the proposed merger of Progenics and Lantheus Holdings, providing that Velan will vote all of its Progenics common stock and Lantheus Holdings common stock in favor of the proposed merger of Lantheus Holdings and Progenics on the terms set forth in the Merger Agreement, and that Velan will abide by certain customary standstill provisions, in each case, subject to the terms and conditions set forth in the Support Agreement.





Corporate Updates


On February 28, 2020, Patrick Fabbio provided notice to the Board of his intention to resign as Progenics' Chief Financial Officer, effective March 27, 2020. Mr. Fabbio agreed to continue providing services to Progenics as a consultant following the effective date of his resignation until the earlier of the anticipated closing of Progenics' proposed merger with Lantheus Holdings or May 15, 2020. We entered into a consulting services agreement with Patrick Fabbio on March 4, 2020, with a term commencing on March 27, 2020 and continuing until the earlier of the effective date of the proposed merger with Lantheus Holdings or May 15, 2020 unless terminated by either party as set forth therein (the "Consulting Agreement"). Under the Consulting Agreement, Mr. Fabbio will provide consulting services as requested by us. In consideration for Mr. Fabbio's services, the Consulting Agreement provides that, if the proposed merger is consummated on or before July 1, 2020, Mr. Fabbio will be paid $180,000 upon consummation of the proposed merger. This payment was originally provided for in his retention agreement with Progenics, except that such payment will now be made in a single lump sum upon the closing of the proposed merger with Lantheus Holdings and will not be contingent on Mr. Fabbio's continued service with Progenics after the closing of the proposed merger.





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On March 27, 2020, the Board appointed David W. Mims as Interim Chief Financial Officer of Progenics. Mr. Mims will continue to serve as Interim Chief Executive Officer of Progenics, which position he has held since November 2019.





Bridge Loan Agreement


On March 15, 2020, Progenics, as borrower, and Lantheus Medical Imaging, as lender, entered into the Bridge Loan Agreement, pursuant to which Lantheus Medical Imaging agreed to provide for a secured short-term loan to the Company on or after May 1, 2020 in an aggregate principal amount of up to $10 million. The bridge loan matures on the earlier to occur of (a) September 30, 2020 and (b) the date on which the Company enters into a debt financing or similar arrangements or any amendment to, or replacement of, its existing debt, provided by one or more third parties following the termination date of the Merger Agreement, in either case, having aggregate net cash proceeds that exceed the amount then required to repay all obligations under the Bridge Loan Agreement in full in cash. The bridge loan bears interest at a rate per annum of 9.5% and is secured through the pledge to Lantheus Medical Imaging of all of the issued and outstanding shares of capital stock of MIP, and any debt of MIP owed to Progenics. Progenics will use the proceeds of the bridge loan for working capital and other general corporate purposes.





Product Pipeline



Product / Candidate Description                     Status        Market     Rights

Ultra-Orphan

Theranostic

AZEDRA (iobenguane Unresectable, locally Approved U.S Progenics I 131)

              advanced or metastatic
555 MBq/mL          pheochromocytoma or
injection           paraganglioma
Prostate Cancer
Theranostics
PyL (18F-DCFPyL)    PSMA-targeted PET/CT        Positive Phase   Worldwide  Progenics
                    imaging agent for prostate     3 topline     (ex. EU,
                    cancer                          results      AU, & NZ)

PyL (18F-DCFPyL) PSMA-targeted PET/CT Discussions Europe Curium


                    imaging agent for prostate     with EMA
                    cancer
1095 (I 131 1095)   PSMA-targeted small             Phase 2      Worldwide  Progenics
                    molecule therapeutic for
                    treatment of metastatic
                    prostate cancer
PSMA TTC (BAY       PSMA-targeted antibody          Phase 1      Worldwide    Bayer
2315497)            conjugate therapeutic for
                    treatment of metastatic
                    prostate cancer
1404                Technetium-99m                Discussions     Europe      ROTOP
                    PSMA-targeted SPECT/CT         with EMA
                    imaging agent for prostate
                    cancer
Digital Technology
PSMA AI             Imaging analysis technology Investigational  Worldwide  Progenics
                    that uses artificial           Use Only
                    intelligence and machine
                    learning to quantify and
                    automate the reading of
                    PSMA targeted imaging
Automated Bone Scan Automated reading and       Approved in the  Worldwide  Progenics
Index (aBSI)        quantification of bone      U.S. and E.U.   (ex. Japan)
                    scans of prostate cancer    510(k) cleared
                    patients using artificial   in the U.S. CE
                    intelligence and deep        marked (E.U.
                    learning                      countries)
Automated Bone Scan Automated reading and          Approved        Japan    FUJIFILM
Index (BONENAVI)    quantification of bone
                    scans of prostate cancer
                    patients using artificial
                    intelligence and deep
                    learning
Other Programs
RELISTOR            OIC in adults with chronic     Approved      Worldwide   Bausch
Subcutaneous        non-cancer pain or
Injection           advanced-illness adult
(methylnaltrexone   patients
bromide)
RELISTOR Tablets    OIC in adults with chronic     Approved        U.S.      Bausch
(methylnaltrexone   non-cancer pain
bromide)
Leronlimab (PRO     HIV Infection                BLA Submitted     U.S.      CytoDyn
140)                                                to FDA




Ultra-Orphan Theranostic:



AZEDRA


AZEDRA® (iobenguane I 131) is a radiotherapeutic, approved for the treatment of adult and pediatric patients 12 years and older with iobenguane scan positive, unresectable, locally advanced or metastatic pheochromocytoma or paraganglioma who require systemic anticancer therapy. AZEDRA is the first and only FDA-approved therapy for this indication.





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Updated long-term follow up efficacy and safety data from the pivotal Phase 2 study of AZEDRA in patients with pheochromocytoma or paraganglioma were published as an abstract in the Journal of Urology in April 2020. Results as of October 10, 2019, demonstrated a median overall survival (OS) time of 43.2 months (95% CI 31.4, >60), as well as a median survival time of 19.3 months (95% CI 4.5, 32.4) and 49.1 months (95% CI 36.9, >60) in patients receiving one and two doses, respectively.

Prostate Cancer Theranostics:





PyL


PyL (also known as 18F-DCFPyL) is a fluorinated PSMA-targeted PET imaging agent that enables visualization of both bone and soft tissue metastases, with potential high clinical utility in the detection of recurrent and/or metastatic prostate cancer, as well as staging of high risk disease. We announced positive topline data in the pivotal Phase 3 trial evaluating the diagnostic performance and clinical impact of PyL in men with biochemical recurrence of prostate cancer.

We completed two successful pre-NDA meetings with the FDA in February 2020 and remain on track to complete a submission early in the third quarter of 2020. Based on prior discussions with the FDA, we believe that the data from the CONDOR study and the OSPREY study can serve as a basis for an NDA for PyL.

Several abstracts pertaining to PyL were published in the Journal of Urology in April 2020, including the results of the Phase 3 CONDOR study in patients with biochemical recurrent prostate cancer. The CONDOR trial achieved its primary endpoint, with a correct localization rate (CLR) of 84.8% to 87.0% among the three blinded independent readers (the lower bound of the 95% confidence intervals ranging from 77.8% to 80.4%). The results of additional investigator-sponsored studies of PyL conducted in post-prostatectomy patients and metastatic clear cell renal cell carcinoma were also published in the journal.

Curium has licensed exclusive rights to develop and commercialize PyL in Europe. Under the terms of the collaboration, Curium is responsible for the development, regulatory approvals and commercialization of PyL in Europe, and Progenics is entitled to royalties on net sales of PyL. Curium is in discussions with European Medicines Agency ("EMA") regarding the development path in Europe.





1095


1095 (also known as I-131-1095) is a PSMA-targeted iodine-131 labeled small molecule that is designed to deliver a dose of beta radiation directly to prostate cancer cells with minimal impact on the surrounding healthy tissues. Following the removal of the import alert on Centre for Probe Development & Commercialization (CPDC), we have initiated eleven clinical sites in the U.S along with the six active sites in Canada to support enrollment in the Company's multicenter, randomized, controlled, ARROW Phase 2 study in mCRPC.





PSMA TTC


PSMA TTC is a thorium-227 labeled PSMA-targeted antibody therapeutic. PSMA TTC is designed to deliver a dose of alpha radiation directly to prostate cancer cells with minimal impact on the surrounding healthy tissues. Bayer AG ("Bayer") has exclusive worldwide rights to develop and commercialize products using our PSMA antibody technology in combination with Bayer's alpha-emitting radionuclides. Bayer is conducting a Phase 1 trial of PSMA TTC in patients with metastatic castration-resistant prostate cancer.





1404


1404 is a technetium-99m labeled small molecule which binds to PSMA and is used as a SPECT/CT imaging agent to diagnose and detect localized prostate cancer as well as soft tissue and bone metastases. ROTOP has exclusive rights to develop, manufacture and commercialize 1404 in Europe.





Digital Technology:



PSMA AI


PSMA AI is an imaging analysis technology that uses artificial intelligence and machine learning to quantify and automate the reading of PSMA-targeted imaging. We recently completed a performance study of our automated segmentation algorithms with PyL/CT images from our PyL research access initiative. The study demonstrated the efficiency and effectiveness of our fully automated segmentation algorithm of the 49 bones and 12 soft tissue regions of the whole body from PyL-PSMA PET/CT images. The deep learning algorithms demonstrated a Sørensen-Dice score of 0.90 or higher in segmenting anatomical structures in the low dose CT portion of a PyL PET/CT. This work provides automated generation of lesion quantification, localization and staging, therefore leading to highly contextualized assessments of disease burden.





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Automated Bone Scan Index


Automated Bone Scan Index ("aBSI") calculates the disease burden of prostate cancer by quantifying the hotspots on bone scans and automatically calculating the bone scan index value, representing the disease burden of prostate cancer shown on the bone scan. This quantifiable and reproducible calculation of the bone scan index value is intended to aid in the diagnosis and treatment of men with prostate cancer and may have utility in monitoring the course of the disease. The Japanese rights to the stand-alone aBSI have been transferred and sold to FUJIFILM Toyama Chemical Co. Ltd. ("FUJIFILM") under the name BONENAVI®. The cloud based aBSI was cleared by the FDA for clinical use in the U.S. on August 5, 2019. In February 2020, the Company received CE marking for the standalone workstation model of aBSI, meeting the quality standards set by the European Economic Area.





Other Programs:



RELISTOR


RELISTOR® (methylnaltrexone bromide) is a treatment for opioid-induced constipation ("OIC") that addresses its underlying mechanism of OIC and decreases the constipating side effects induced by opioid pain medications such as morphine and codeine without diminishing their ability to relieve pain. RELISTOR is approved in two forms: a subcutaneous injection (12 mg and 8 mg) and an oral tablet (450 mg once daily). Any references herein to RELISTOR do not imply that any other form or possible use of the drug has received approval. RELISTOR subcutaneous injection is being sold in the U.S., E.U., and Canada, and RELISTOR tablets are being sold in the U.S. RELISTOR's approved U.S. label and full U.S. prescribing information is available at www.RELISTOR.com. Other approved labels for RELISTOR apply in markets outside of the United States.





Leronlimab (PRO 140)


Leronlimab (PRO 140) is an investigational humanized IgG4 mAb that blocks CCR5, a cellular receptor that is important in HIV infection, tumor metastases, and other diseases including NASH. It is owned by CytoDyn Inc. ("CytoDyn") pursuant to our agreement with CytoDyn, as described below. In April 2020, CytoDyn announced it submitted a Biologics License Application to the FDA for approval of Leronlimab in combination therapy for HIV infection.





Strategic partnerships:



Bausch Agreement


Under our agreement with Salix Pharmaceuticals, Inc., a wholly-owned subsidiary of Bausch Health Companies Inc. ("Bausch", which is the predecessor of Valeant Pharmaceuticals International, Inc.), we recognized a development milestone payment of $40.0 million upon U.S. marketing approval for subcutaneous RELISTOR in non-cancer pain patients in 2014, a development milestone payment of $50.0 million for the U.S. marketing approval of an oral formulation of RELISTOR in July 2016 and a $10.0 million sales milestone for achieving RELISTOR U.S. net sales in excess of $100.0 million in 2019. We are also eligible to receive up to $190.0 million of one-time sales milestone payments upon achievement of specified U.S. net sales targets, including:

U.S. Net Sales Levels in any Single Calendar Year Payment


                                                     (In thousands)
In excess of $150 million                                     15,000
In excess of $200 million                                     20,000
In excess of $300 million                                     30,000
In excess of $750 million                                     50,000
In excess of $1 billion                                       75,000
                                                    $        190,000




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Each commercialization milestone payment is payable one time only, regardless of the number of times the condition is satisfied, and all six payments could be made within the same calendar year. We are also eligible to receive royalties from Bausch and its affiliates based on the following royalty scale: 15% on worldwide net sales up to $100 million, 17% on the next $400 million in worldwide net sales, and 19% on worldwide net sales over $500 million each calendar year, and 60% of any upfront, milestone, reimbursement or other revenue (net of costs of goods sold, as defined, and territory-specific research and development expense reimbursement) Bausch receives from sublicensees outside the U.S.





Bayer Agreement



Under our April 2016 agreement with a subsidiary of Bayer granting Bayer exclusive worldwide rights to develop and commercialize products using our PSMA antibody technology, in combination with Bayer's alpha-emitting radionuclides, we received an upfront payment of $4.0 million and milestone payments totaling $5.0 million and could receive up to an additional $44.0 million in potential clinical and development milestones. We are also entitled to single-digit royalties on net sales, and potential net sales milestone payments up to an aggregate of $130.0 million.





CytoDyn Agreement


Leronlimab (PRO 140) is an investigational humanized IgG4 mAb that blocks CCR5, a cellular receptor that is important in HIV infection, tumor metastases, and other diseases including NASH.

We sold Leronlimab to CytoDyn in 2012, which sale included milestone and royalty payment obligations to us. Under our 2012 agreement with CytoDyn, CytoDyn is responsible for all development, manufacturing and commercialization efforts. Pursuant to such agreement, we have received $5.0 million in upfront and milestone payments, together with rights to receive an additional $5.0 million upon the first U.S. or E.U. approval for the sale of the drug, and a 5% royalty on the net sales of approved product(s).





ROTOP Agreement


In May 2019, we entered into an exclusive license agreement with ROTOP, a Germany-based developer of radiopharmaceuticals for nuclear medicine diagnostics, to develop, manufacture and commercialize 1404 in Europe.

Under the terms of the collaboration, ROTOP is responsible for the development, regulatory approvals and commercialization of 1404 in Europe while Progenics is entitled to double-digit, tiered royalties on net sales of 1404 in Europe. ROTOP is in discussions with EMA regarding the development path in Europe.





FUJIFILM Agreement


In June 2019, we entered into a transfer agreement with FUJIFILM for the rights to the Company's aBSI product in Japan for use under the name BONENAVI.

Under the terms of the transfer agreement, FUJIFILM acquired, by a combination of purchase and license, the Japanese software, source code, supporting data and all Japanese patents associated with the aBSI product from Progenics for use in Japan. In exchange, Progenics received $4.0 million in an upfront payment and FUJIFILM agreed to pay Progenics support and service fees for aBSI and other AI products over the next three years in Japan. BONENAVI has been licensed to FUJIFILM for use in Japan since 2011.





Results of Operations


The following table is an overview of our results of operations (in thousands, except percentages):





                       Three Months Ended
                            March 31,
                       2020          2019
Total revenue        $   6,248     $   4,281
Operating expenses   $  22,134     $  22,516
Operating loss       $ (15,886 )   $ (18,235 )
Net loss             $ (16,801 )   $ (18,735 )






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Revenue


Our sources of revenue include AZEDRA product sales, royalties and license fees from Bausch and other collaborators. The following table is a summary of our worldwide revenue (in thousands, except percentages):





                              Three Months Ended
                                   March 31,
Source                         2020          2019        Change
AZEDRA product sales        $    1,359      $     -          N/A
Royalty income                   4,789        4,161           15 %
License and other revenue          100          120          (17 %)
Total revenue               $    6,248      $ 4,281           46 %



AZEDRA product sales. We began commercial product sales of AZEDRA in the U.S. in June 2019 (no sales-related deductions or discounts were applicable to date). AZEDRA sales totaled approximately $1.4 million for the quarter ended March 31, 2020. Due to the impact of COVID-19, we expect corresponding product revenue to reflect the challenging environment until restrictions are lifted and regular AZEDRA dosing recommences.





Royalty income. We recognized royalty income primarily based on the below net
sales of RELISTOR, as reported to us by Bausch (in thousands, except
percentages).



                                    Three Months Ended
                                         March 31,
                                     2020          2019        Change
U.S.                              $   31,100     $ 26,400           18 %
Outside U.S.                             800        1,300          (38 %)
Worldwide net sales of RELISTOR   $   31,900     $ 27,700           15 %




Royalty income increased by $0.6 million, or 15%, during the three months ended March 31, 2020, compared to the same period in 2019, due primarily to higher net sales of RELISTOR.

License and other revenue. The license and other revenue decreased by $20 thousand, or 17% for the three months ended March 31, 2020, compared to the same period in 2019.





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Operating Expenses



The following table is a summary of our operating expenses (in thousands, except
percentages):



                                                 Three Months Ended
                                                      March 31,
Operating Expenses                                2020          2019        Change
Cost of goods sold                             $    1,558     $      -          N/A
Research and development                           10,367       12,392           16 %
Selling, general and administrative                10,509        9,224          (14 %)
Change in contingent consideration liability         (300 )        900          133 %
Total operating expenses                       $   22,134     $ 22,516            2 %




Cost of Goods Sold


Cost of goods sold includes cost of direct materials and labor and indirect expenses used in the manufacturing of AZEDRA beginning with the first commercial sale in June 2019.

Research and Development ("R&D")

We do not track fully burdened R&D costs separately for each of our product candidates. We review our R&D expenses by focusing on external and internal development costs. External development costs consist of costs associated with our clinical trials, including pharmaceutical development and investments in manufacturing. Included in other costs are external corporate overhead costs that are not specific or allocated to any one program. Internal costs consist of salaries and wages, share-based compensation and benefits, which are not tracked by program as several of our departments support multiple development programs. The following table summarizes the external costs attributable to each program and internal costs (in thousands):





                            Three Months Ended March 31,
                              2020                 2019
External Costs
PyL                      $        2,361       $        3,152
AZEDRA                              334                3,711
1404                                 20                  127
1095                              3,154                  878
PSMA AI                             305                  307
Other                               786                  645
Total External Costs     $        6,960       $        8,820

Internal Costs                    3,407                3,572
Total R&D Costs          $       10,367       $       12,392

R&D expenses decreased by $2.0 million, or 16%, during the three months ended March 31, 2020, compared to the same period in 2019, resulting primarily from lower clinical trial costs and costs to transition the AZEDRA manufacturing site in the 2019 period.

Selling, General and Administrative

Selling, general and administrative expenses increased by $1.3 million, or 14% during the three months ended March 31, 2020, compared to the same period in 2019, primarily attributable to legal and advisory fees associated with the execution of the Merger Agreement with Lantheus.

Change in Contingent Consideration Liability

The decrease in the contingent consideration liability of $0.3 million during the three months ended March 31, 2020 was primarily attributable to a decrease in the AZEDRA sales forecasts, partially offset by an increase due shorter discount period and higher volatility, which is used to calculate the potential milestone payments to former MIP stockholders, compared to an increase of $0.9 million in the same period in 2019, resulting primarily from an increase in the probability of success for the AZEDRA commercialization milestone and a decrease in the discount period.





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Other (Expense) Income



The following table is a summary of our other (expense) income (in thousands,
except percentages):



                                   Three Months Ended
                                        March 31,
                                   2020           2019        Change
Interest (expense) income, net   $    (854 )     $  (429 )        (99 %)
Other (expense) income, net            (61 )         (71 )         14 %
Other (expense) income           $    (915 )     $  (500 )        (83 %)



Total other (expense) income, net increased by $0.4 million, or 83%, during the three months ended March 31, 2020, respectively, compared to the same periods in 2019, primarily attributable to lower interest income due to lower average cash balances during 2020, partially offset by lower interest expense resulting from lower debt balance in 2020.

Liquidity and Capital Resources

The following table is a summary of selected financial data (in thousands):





                             March 31,       December 31,
                               2020              2019
Cash and cash equivalents   $    29,531     $       42,049
Accounts receivable, net    $     6,190     $       15,976
Total assets                $    98,344     $      119,470
Working capital             $    21,447     $       41,664

Our current principal sources of revenue are AZEDRA sales, royalties, and development and commercial milestones from strategic partnerships. Our principal sources of liquidity are our existing cash and cash equivalents. As of March 31, 2020, we had cash and cash equivalents of approximately $29.5 million, a decrease of $12.5 million from $42.0 million at December 31, 2019, reflecting primarily cash used for operating expenses and capital expenditures, partially offset by the receipt of the $10.0 million RELISTOR sales milestone.

On February 20, 2020, we announced the signing of the Merger Agreement for the proposed merger of Progenics with Lantheus Holdings. The Merger Agreement reflects the renegotiation of certain of the terms of our original agreement for the proposed merger entered into on October 1, 2019. On April 2, 2020, Progenics and Lantheus Holdings announced their decision to reschedule their respective special meetings of stockholders to vote on the matters related to the proposed merger of Progenics and Lantheus Holdings from April 28, 2020 to June 16, 2020. The rescheduling of the special meetings is intended to allow both companies the time necessary to respond to the COVID-19 pandemic and its effect on each company's business and on the combined entity.

While we strongly believe that the proposed merger with Lantheus Holdings represents the best path forward for the Company, if the proposed merger is not ultimately consummated, we will operate on a stand-alone basis and will continue to have significant cash requirements to support product development activities, commercialization of AZEDRA and pre-launch activities for PyL. The amount and timing of our cash requirements will depend on the progress and success of our clinical development programs, regulatory and market acceptance, and the resources we devote to research and commercialization activities. Additionally, under specified circumstances, we may be required to pay Lantheus Holdings a termination fee of $18.34 million or reimburse Lantheus Holdings up to $5.2 million of its reasonable and out-of-pocket costs and expenses incurred in connection with the Merger Agreement.

On March 15, 2020, Progenics, as borrower, and Lantheus Medical Imaging, as lender, entered into the Bridge Loan Agreement, pursuant to which Lantheus Medical Imaging agreed to provide for a secured short-term loan to the Company on or after May 1, 2020 in an aggregate principal amount of up to $10 million. The bridge loan matures on the earlier to occur of (a) September 30, 2020 and (b) the date on which the Company enters into a debt financing or similar arrangements or any amendment to, or replacement of, its existing debt, provided by one or more third parties following the termination date of the Merger Agreement, in either case, having aggregate net cash proceeds that exceed the amount then required to repay all obligations under the Bridge Loan Agreement in full in cash. The bridge loan bears interest at a rate per annum of 9.5% and is secured through the pledge to Lantheus Medical Imaging of all of the issued and outstanding shares of capital stock of MIP, and any debt of MIP owed to Progenics. Progenics will use the proceeds of the bridge loan for working capital and other general corporate purposes.

Consistent with regular practice for a growth-stage pharmaceutical or biotechnology company, and as we have done in the past, we anticipate the need, and are exploring options for, additional financing in order to meet our cash requirements if the proposed merger with Lantheus Holdings is not consummated and we believe we have a viable strategy to do so. However, there can be no assurances that we will be able to obtain additional capital on acceptable terms and in the amounts necessary to fully fund our current operating expenses or reduced operating expenses reflecting delays or reductions in the scope of our product development programs beyond one year from the date this annual report is issued. As such, we believe there is substantial doubt regarding our ability to continue as a going concern within one year after the date this Quarterly Report on Form 10-Q is filed with the SEC. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should we be unable to continue as a going concern.





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Cash Flows


The following table is a summary of our cash flow activities (in thousands):





                                          Three Months Ended
                                               March 31,
                                          2020          2019

Net cash used in operating activities $ (7,607 ) $ (18,519 ) Net cash used in investing activities $ (3,553 ) $ (8,491 ) Net cash used in financing activities $ (1,520 ) $ (1,037 )






Operating Activities


Net cash used in operating activities during the three months ended March 31, 2020 was primarily attributable to funding operating expenses, net of non-cash items including the change in fair value of contingent consideration liability.





Investing Activities


Net cash used in investing activities during the three months ended March 31, 2020 was primarily related to capital expenditures to increase production capacity to satisfy increasing expected demand and provide redundancy for iodine-based products.





Financing Activities


Net cash used in financing activities during the three months ended March 31, 2020 was primarily attributable to repayment of debt under the Royalty-Backed Loan with HealthCare Royalty Partners III, L.P, partially offset by proceeds received from exercise of stock options.

Off-Balance Sheet Arrangements and Guarantees

We have no obligations under off-balance sheet arrangements and do not guarantee the obligations of any other unconsolidated entity.





Critical Accounting Policies


We prepare our financial statements in conformity with accounting principles generally accepted in the U.S. Our significant accounting policies are disclosed in Note 2. Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. The selection and application of these accounting principles and methods requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. We evaluate these estimates on an ongoing basis. We base these estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances. The results of these evaluations form the basis for making judgments about the carrying values of assets and liabilities that are not otherwise readily apparent. While we believe that the estimates and assumptions, we use in preparing the financial statements are appropriate, they are subject to a number of factors and uncertainties regarding their ultimate outcome and, therefore, actual results could differ from these estimates.

There have been no changes to our critical accounting policies and estimates as of and for the three months ended March 31, 2020 as noted in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2019.





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Recent Accounting Developments

Refer to our discussion of recently adopted accounting pronouncements and other recent accounting pronouncements in Note 2. New Accounting Pronouncements to the accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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