11,000,000 Shares Progenics Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2012 • Progenics Pharmaceuticals Inc • Pharmaceutical preparations • New York
by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (b) bona fide gifts, or (c) any transfer of Shares by the undersigned to the Company (i) deemed to occur upon the cashless exercise by the undersigned of options to acquire Shares, which options are granted to the undersigned pursuant to the Company’s employee benefit plans existing as of the date of this letter agreement, or (ii) for the primary purpose of paying the exercise price of options to acquire Shares; provided, however, that in any such case, it shall be a condition to such transfer that:
