EXHIBIT 10.6


                              ASSIGNMENT AGREEMENT

                  This  ASSIGNMENT  AGREEMENT  (this  "Agreement"),  dated as of
August 1, 2003 (the "Effective  Date"),  is by and between Berlex  Laboratories,
Inc., a Delaware  corporation,  with offices at 340 Changebridge  Road, P.O. Box
1000, Montville,  New Jersey 07045-1000 ("Berlex"),  and Cytogen Corporation,  a
Delaware  corporation,  with  offices  at 650  College  Road East,  Suite  3100,
Princeton,  New Jersey 08540  ("Cytogen").  For the purposes of this  Agreement,
Berlex and Cytogen are sometimes  referred to  collectively as the "Parties" and
individually, each as a "Party."

                                    RECITALS

                  WHEREAS,   Cytogen  and  Berlex   entered  into  that  certain
Termination  Agreement,  dated  June 16,  2003  (the  "Termination  Agreement"),
pursuant  to  which,  each  Party  agreed  to  terminate  that  certain  License
Agreement, dated as of October 28, 1998 (the  "License  A greement"),  as of the
Effective Date; and

                  WHEREAS,  pursuant to Section 6 of the Termination  Agreement,
at the Closing (as defined in the Termination Agreement),  Berlex is required to
assign  to  Cytogen  all  of its  rights  and  obligations  under  that  certain
Manufacturing  and Supply  Agreement,  dated as of January 1, 1999 (the  "Supply
Agreement"),  between  Bristol-Myers  Squibb  ("BMS"),  formerly known as Dupont
Pharmaceuticals  Company, Berlex and Cytogen, as permitted by Section 9.7 of the
Supply Agreement; and

                  WHEREAS,  the Parties wish to conduct the Closing  pursuant to
the Termination Agreement.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the foregoing,  the mutual
covenants  and  agreements   herein   contained  and  other  good  and  valuable
consideration,  the receipt and  adequacy of which is hereby  acknowledged,  the
Parties hereby agree as follows:

          1.   Berlex  hereby  assigns and  transfers  to  Cytogen,  and Cytogen
               hereby accepts and takes  assignment  of, all of Berlex's  right,
               title and interest in, and all of Berlex's duties and obligations
               under  the   Supply   Agreement   as  of  the   Effective   Date.
               Notwithstanding  the foregoing,  Cytogen shall not be responsible
               for, or obligated to pay,  for any: (i) services  provided,  (ii)
               Product (as defined in the Supply Agreement) manufactured;  (iii)
               Product  sold;  (iv) Product  delivered;  or (v) any  liabilities
               incurred  by  Berlex  under  the  Supply  Agreement  prior to the
               Effective Date, unless such services,  Product or liabilities are
               set forth on SCHEDULE A, attached hereto.

          2.   Berlex  represents and warrants that: (i) it is not in default of
               any of its obligations,  payments or liabilities under the Supply
               Agreement;  (ii) it has paid all  amounts  due and payable to BMS
               and Cytogen as of the Effective Date; (iii) it has not previously
               assigned  any of its  rights or  delegated  any of its  duties or

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               obligations  under the Supply  Agreement to any third party;  and
               (iv) it will pay any  amounts to BMS that  become due and payable
               for services performed, Product manufactured,  Product delivered,
               Product sold or Product used prior to the  Effective  Date (other
               than any  payment  that is set  forth  on  SCHEDULE  A,  attached
               hereto).

          3.   Berlex represents and warrants that, to its knowledge,  as of the
               Effective  Date, BMS is not in default,  nor does Berlex have any
               reason to believe that BMS will, in the future,  be in default of
               any of  any of its  obligations  or  responsibilities  under  the
               Supply  Agreement.  Furthermore,  Berlex  represents and warrants
               that, as of the Effective  Date, it has no reason to believe that
               BMS will not be able  supply and  distribute  the  quantities  of
               Product ordered under the Supply Agreement.

          4.   Berlex acknowledges that it will remain responsible for invoicing
               all  customers  that receive  Product sold prior to the Effective
               Date.  As used  herein,  a Product  will be "sold"  and a Product
               "sells"  upon the date which the  customer  receives the Product.
               The Parties  acknowledge that Berlex shall be entitled to receive
               and retain any payments  made by customers for Product sold prior
               to the  Effective  Date,  subject to  Cytogen's  right to receive
               royalty payments thereon from Berlex.

          5.   Subject to the surviving  obligations of the parties  pursuant to
               the  License  Agreement  and the  Termination  Agreement,  Berlex
               acknowledges  that it  will  remain  responsible  for any and all
               liabilities, demands, judgments, suits, causes of action, claims,
               damages,  penalties,  sanctions,  costs and expenses  (including,
               without limitation,  reasonable  attorneys' fees and expenses) of
               any  kind or  character  that  arise  out of  services  provided,
               Product manufactured,  Product delivered, Product used or Product
               sold  under the Supply  Agreement  prior to the  Effective  Date,
               unless such  services,  Product or  liabilities  are set forth on
               SCHEDULE A, attached hereto ("Claims").

          6.   Berlex  shall  indemnify  and  hold  harmless   Cytogen  and  its
               affiliates and its  respective  officers,  directors,  employees,
               partners and agents from any and all Claims.

          7.   For a period of 90 days after the  Effective  Date,  the  Parties
               shall use commercially  reasonable efforts to cooperate with each
               other  for an  orderly  transition  of the  Supply  Agreement  to
               Cytogen.

          8.   For a period of 90 days after the Effective Date, in the event of
               a substantial  disruption in the  manufacturing  or supply of the
               Product,  Berlex shall, at Cytogen's  request,  use  commercially
               reasonable  efforts to assist Cytogen in procuring an alternative
               source of supply of Product.
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          9.   Except as expressly  described  above,  this Agreement  shall not
               constitute a  modification  or an  alteration of any of the terms
               and  conditions  of the Supply  Agreement,  which shall remain in
               full force and effect.

          10.  Cytogen shall use commercially  reasonable efforts in conjunction
               with  Bristol  Myers  Squibb   Medical   Imaging  to  effect  the
               transition of labeling and  packaging  from Berlex to Cytogen for
               Product,  per regulatory  requirements within ninety (90) days of
               the  Effective  Date.  The parties  agree that until such time as
               Cytogen has completed  such  transitional  labeling and packaging
               for the  Product,  Cytogen  shall  be  entitled  to use the  name
               "Berlex" or any trade  names,  trademarks,  identifying  logos or
               service marks  related  thereto or employing the word "Berlex" or
               any part or  variation  of any of the  foregoing  on any  Product
               (including  its labeling and  packaging)  (collectively,  "Berlex
               Marks")  without  any  obligation  on the part of  Cytogen to pay
               royalties  or similar  fees  related  thereto to Berlex.  Cytogen
               agrees that upon the completion of such transitional labeling and
               packaging  for Product,  Cytogen  shall cease and desist from all
               further use of the Berlex Marks. Cytogen shall not use the Berlex
               Marks in any manner  that might  dilute,  tarnish,  disparage  or
               reflect  adversely on Berlex or the Berlex  Marks.  The foregoing
               provisions  of  this  Section  10  shall  not be  interpreted  as
               convening  any interest in the Berlex  Marks to Cytogen.  Cytogen
               shall  indemnify and hold harmless  Berlex and its affiliates and
               its  respective  officers,  directors,  employees,  partners  and
               agents  from  any  and all  any  and  all  liabilities,  demands,
               judgments,  suits, causes of action, claims, damages,  penalties,
               sanctions,  costs and expenses  (including,  without  limitation,
               reasonable attorneys' fees and expenses) of any kind or character
               that arise out of  Cytogen's  use of the  Berlex  Marks in manner
               inconsistent  with the rights  granted by Berlex to Cytogen under
               this Section 10.

          11.  All questions concerning the construction,  validity, enforcement
               and  interpretation  of this  Agreement  shall be governed by and
               construed  and enforced in  accordance  with the internal laws of
               the State of Delaware,  without reference to its conflicts of law
               provisions,  and the  United  States  of  America.  The  State of
               Delaware and federal courts within the State of Delaware shall be
               the only courts of competent jurisdiction.

          12.  This Agreement may be executed in any number of counterparts, and
               any  such   counterpart   shall  be  deemed  to  be  an  original
               instrument,  but all such counterparts  together shall constitute
               one and the same Agreement.

                                      * * * * * * * * * *

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         IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the
date first written above.

BERLEX LABORATORIES, INC.



By:    /s/ Lutz Lingnau
       -----------------------------------
Name:  Lutz Lingnau
Title: Chairman


CYTOGEN CORPORATION


By:    /s/ Michael D. Becker
       -----------------------------------
Name:  Michael D. Becker
Title: President and Chief Executive Officer



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                                   SCHEDULE A



-    Cost of goods for sales of  Products  that  Cytogen  sells on and after the
     Effective Date.

-    Any sample requests in process as of the Effective Date.

-    Any open vial shield and  calibration  sample requests in process as of the
     Effective Date.