Item 1.01 Entry into a Material Definitive Agreement; Item 2.01 Completion of Acquisition or Disposition of Assets; Item 3.02 Unregistered Sales of Equity Securities.

On January 16, 2013, Progenics, Molecular Insight Pharmaceuticals, Inc., a clinical-stage private biotechnology company headquartered in Cambridge, Massachusetts, Molecular Insight's stockholders (Stockholders), and Highland Capital Management, L.P. as Representative of the Stockholders, entered into a Stock Purchase and Sale Agreement providing for the acquisition by Progenics of all of the outstanding capital stock of Molecular Insight, a Delaware corporation, in consideration of the issuance by Progenics to the Stockholders of 4,566,210 shares of Progenics common stock in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to Regulation D promulgated thereunder (the Acquisition). Under the Agreement, Progenics also agreed to pay to the Stockholders potential milestones, in cash or Progenics stock at Progenics' option, of up to $23 million contingent upon achieving specified commercialization events and up to $70 million contingent upon achieving specified sales targets relating to all Molecular Insight products.
Consummation of the Acquisition, which occurred on January 18, 2013, was subject to customary closing conditions, including, among others, the continuing accuracy of representations and warranties and compliance with covenants made by the parties in the Agreement, conclusion of satisfactory arrangements with Molecular Insight employees, and delivery of customary closing certificates, consents, approvals, opinions and other instruments and documents. The Agreement contains customary representations and warranties regarding Molecular Insight, the Stockholders, their Representative, and Progenics, covenants regarding the conduct of Molecular Insight's business prior to consummation of the Acquisition, indemnification provisions, termination rights prior to closing, and other provisions. Of the shares issued upon consummation of the Acquisition, 500,000 were deposited in an escrow account for 15 months as partial security for Molecular Insight's and the Stockholders' indemnification obligations to Progenics under the Agreement, and available to compensate Progenics for shortfall in targeted cash held by Molecular Insight at closing. The above description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement, a redacted copy of which will be filed as an Exhibit to Progenics' Quarterly Report on Form 10-Q for the quarter ending March 31, 2013. The information in this Current Report on Form 8-K is also subject to a number of risks and uncertainties, including those set forth or referred to in Progenics' press release relating to the Acquisition, a copy of which is filed as an Exhibit to this Report.

Item 8.01 Other Events.

On January 22, 2013, Progenics announced its Acquisition of Molecular Insight.
A copy of Progenics' press release is included in this Report as Exhibit 99.1, and the information contained therein is incorporated into this Item 8.01 by this reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired;
(b) Pro forma financial information.

The financial statements and information required by this Item are not included in this Report. Progenics will file such statements and information by amendment to this Report not later than April 4, 2013.
(d) Exhibits.

99.1 Press release, dated January 22, 2013.

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