Re: Amendment to the Consulting Agreement, dated as of May 1, 1995, as amended on June 13,1995 and as assigned and amended as of September 5, 1996, between Progenics Pharmaceuticals, Inc, and David A. Scheinberg, M.D. (the "Agreement") Dear David:

Exhibit 10.28

Progenics Pharmaceuticals. Inc.
Old Saw Mill River Road
Tarrytown, New York 10591
(914) 789-2800
Telefax: (914) 789-2817

As of January 1, 2001

David A. Scheinberg, M.D.
Memorial Sloan-Kettering Cancer Center
1275 York Avenue
New York, New York 10021

Re:		Amendment to the Consulting Agreement, dated as of May 1, 1995, as amended on June 13,1995 and as assigned and amended as of September 5, 1996, between Progenics Pharmaceuticals, Inc, and David A. Scheinberg, M.D. (the “Agreement”)

Dear David:

     As you are aware, the above captioned Agreement expires as of December 31, 2000. Therefore, the purpose of this letter is to evidence the below referenced amendments to the Agreement.

     First, the parties agree that the effective date of this Amendment is January 1, 2001.

     Second, Section 2, Compensation, of the Agreement, shall be amended and restated as follows:

     “Consultant’s full consideration for the consulting services provided by him shall be as set forth in this Section 2.

     (a) Cash Compensation . During the Term and any Renewal Term of this Agreement, Progenics shall pay to the Consultant cash compensation in the amount of $28,000 per annum, based on an average of 1.5 consulting days per month, payable quarterly in arrears, for as long as the Consultant remains Involved with Progenics. Consultant shall be solely and individually responsible for compliance with all laws and regulations pertaining to payments received, including, without limitation, filing of estimated income tax returns and payment of income and FICA taxes. In addition to the foregoing amount, Progenics shall promptly reimburse the Consultant for all reasonable expenses incurred by the Consultant in

David A. Scheinberg, M.D., Ph.D.
January 1, 2001
Page 2

providing consulting services under this Agreement to the extent such expenses do not exceed the reimbursement limits applicable to senior executives of Progenics. The Consultant shall present expense statements and supporting documentation for such expenses in accordance with Progenics internal policies and procedures for the reimbursement of business expenses.

     As used in this Agreement the term “Involved” shall mean that the Consultant is actively involved with Progenics in at least one of the following capacities: (i) as an employee, or (ii) as a consultant or advisor. The determination of whether the Consultant is Involved shall be made by the Board of Directors of Progenics in its sole and reasonable judgment.

     (b) Stock Options . During the Term and any Renewal Term of this Agreement, for as long as the Consultant remains Involved with Progenics, in each calendar quarter the Consultant will be granted stock options for the purchase of 1,250 shares of Progenics Common Stock (the “Stock Options”). The Stock Options shall (i) be granted and issued on the first day of each calendar quarter, (ii) be fully vested upon grant and issuance, (iii) expire ten (10) years from the date of their grant, and (iv) be exercisable at a price equal to fifty percent (50%) of the average closing bid price for the shares of Progenics’ Common Stock for the preceding thirty (30) trading days as quoted by the Nasdaq stock market. The remaining terms of the Stock Options shall be as set forth in the Progenics Stock Option Plan and in the stock option agreements representing the Stock Options.”

     Third, Section 7(a), Term and Termination, of the Agreement, shall be amended and restated as follows:

     “(a) Unless terminated earlier under paragraph 7(b), below, this Agreement shall be for an initial term of ten (10) years, commencing as of January 1,1994 (the “Term”), and shall continue thereafter on a year to year basis (each year being a “Renewal Term”), unless either party hereto provides written notice to the other party, no later than forty-five (45) days prior to the expiration of the Term or any Renewal Term, of its desire to terminate this Agreement for cause of convenience.”

David A. Scheinberg, M.D., Ph.D.
January 1, 2001
Page 3

     Fourth, all capitalized terms used herein that are not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

     Fifth, the parties hereto agree that all other terms of the Agreement shall remain the same and in full force and effect.

To signify the your agreement with the foregoing, please indicate so by executing a copy of this letter in the space provided below and returning a copy to the undersigned.

Addendum to Consulting Agreement
Between David A. Scheinherg, M.D., Ph.D.
and Active Biotherapies, Inc.

Active Biotherapies, Inc. (“ABI”) acknowledges that Dr. Scheinberg’s primary employment responsibility is to Memorial Sloan-Kettering Cancer Center and/or its affiliates, Sloan-Kettering Institute for Cancer Research and Memorial Hospital for Cancer and Allied Diseases (“MSKCC”), and that Dr. Scheinberg is bound by MSKCC employment and business conduct policies including those related to consulting and extramural activities. The parties agree that Dr. Scheinberg’s services to ABI shall not employ proprietary information of MSKCC or make substantial use of MSKCC’s time or resources without the written agreement of MSKCC. Progenics has retained a copy of pertinent MSKCC policies.

Additionally, the parties agree that Dr. Scheinberg’s services shall not restrict or hinder the ability to conduct current or foreseeable research assignments, nor limit Dr. Scheinberg’s ability to publish at MSKCC concerning research generated in the course of his employment with MSKCC, nor infringe on obligations to MSKCC with respect to publication and academic freedom at MSKCC.

ABI further acknowledges that Dr. Scheinberg will serve as a consultant in the capacity of an individual, and not as an agent, employee or representative of MSKCC. The name of MSKCC or its affiliates may not be used in connection with Dr. Scheinberg’s services as a consultant without written permission from MSKCC.

Active Biotherapies, Inc.

Consultant

By:

/s/ PAUL J. MADDON, M.D., PH.D.

By:

/s/ DAVID A. SCHEINBERG, M.D., PH.D.

Paul J. Maddon, M.D., Ph.D. President and CEO

David A. Scheinberg, M.D., Ph.D.

Date: June 13, 1995

Date: May 5, 1995

Progenics Pharmaceuticals, Inc.
Old Saw Mill River Road
Tarrytown, New York 10591
(914) 789-2800
Telefax: (914) 789-2817

May 4, 1995

David A. Scheinberg, M.D., Ph.D.
325 Central Park West, Apt. 3S
New York, NY 10025

Re:		Active Biotherapies, Inc.

Dear David:

     This letter is to confirm the understanding between Progenics Pharmaceuticals, Inc. (“Progenics”), its wholly-owned subsidiary Active Biotherapies, Inc. (“ABI”) and you regarding the relationship between us.

     We have negotiated the terms of a Consultant’s Agreement, the definitive form of which is attached to this letter as Exhibit A (the “Consultant’s Agreement”). We have also negotiated the terms of Progenics stock options to be granted to you, the definitive form of which is attached to this letter as Exhibit B (the “Stock Options”).

     Progenics has negotiated a license to certain patents and technology from Memorial Sloan-Kettering Institute. Progenics is in the process of negotiating a license and supply arrangement with Cambridge Biotech Corporation (“CBC”), which is currently in bankruptcy reorganization proceedings.

     By our mutual signatures below, Progenics, ABI and you agree that upon the full execution of a license and supply agreement with CBC we will finalize the execution and deliver your Consultant’s Agreement and the Stock Option Certificate in the forms attached. This terms of this letter shall expire on August 1, 1995.

     Any amounts paid to you as consulting fees for period from January 1, 1994 to the date that the Consultant’s Agreement and Stock Option Certificate are fully executed, shall be credited against the accrued fees due to you during such period under the terms of the Consulting Agreement. If the license and supply agreement with CBC is not executed and the terms of this letter expire, the amounts paid to you will not be reimbursable to the Company.

     This letter expresses the complete understanding and agreement of the parties and supersedes all prior agreements and understandings.

David A. Scheinberg, M.D., Ph.D.
Page 2

     To indicate your agreement to the foregoing, please sign two copies of this letter and return one copy with the exhibits to the undersigned at Progenics. Additionally, you should sign two copies of your respective Consultant’s Agreement and Stock Option Certificate and return them to the undersigned at Progenics. I will execute them at the appropriate time and return an original copy to you.

ACTIVE BIOTHERAPIES, INC.
CONSULTANT’S AGREEMENT

     This Agreement is made on the 1st day of May, 1995 between Active Biotherapies, Inc., a Delaware corporation (“ ABI ”) and David A. Scheinberg, M.D., Ph.D. (the “ Consultant ”).

     ABI was incorporated as a subsidiary of Progenics Pharmaceuticals, Inc. (“ Progenics ”) to engage in scientific research in the field of developing and commercializing products for the treatment and diagnosis of human cancers (the “ Field ”). The Consultant has extensive experience in the Field, and ABI seeks to benefit from the Consultant’s expertise by retaining the Consultant as a member of its Scientific Advisory Board (the “ SAB ”). The Consultant wishes to perform consulting services in the Field for ABI. Accordingly, ABI and the Consultant agree as follows:

1. Services .

     (a)  Duties . The Consultant shall provide consulting services to ABI with respect to matters related to the Field, initially with respect to GMK, a proprietary cancer vaccine which has undergone clinical trials. The Consultant’s services to ABI will include, but not be limited to: (i) serving on ABI’s SAB and attending SAB meetings; (ii) formulating the scientific and clinical strategies of ABI with respect to GMK and other products in the Field in conjunction with the SAB, (iii) presenting such strategies to the Board of Directors of ABI for review, (iv) providing scientific advice regarding GMK and ABI’s other current and future product lines, the general direction of its research program, recruitment of personnel, and techniques used in research in the Field; and (v) generally advising ABI in its efforts to produce, develop, and market products in the Field. Other responsibilities may include, but are not limited to, coordinating the manufacturing and clinical trials of ABI’s products under FDA regulatory guidelines, interacting with government regulatory agencies and the investment community on behalf of ABI, establishing strategic partnerships, and assisting ABI in obtaining licenses and other rights from institutions which may be useful in ABI’s business, all under the general guidance of the President of ABI and its Board of Directors.

     (b)  Time To Be Spent on Duties . The Consultant will devote to his activities hereunder seventy-five percent (75%) of all of the outside consulting time which is allowed to him from time to time by Memorial Sloan-Kettering Cancer Center, his primary employer (currently eighteen (18) of twenty-four (24) days per year).

     (c) MSKCC Policies . ABI acknowledges that the Consultant is subject to the policies of his primary employer, Memorial Sloan-Kettering Cancer Center and/or its affiliates, Sloan-Kettering Institute for Cancer Research and Memorial Hospital for Cancer and Allied Diseases (“MSKCC”), as more fully described in the Addendum to this Agreement, and that Consultant’s o