CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.


                              DATED: APRIL 21, 2006

                         SAVIENT PHARMACEUTICALS, INC.,
                        ROSEMONT PHARMACEUTICALS LIMITED

                                       AND

                               CYTOGEN CORPORATION


--------------------------------------------------------------------------------

                         MANUFACTURE & SUPPLY AGREEMENT

--------------------------------------------------------------------------------


                                      INDEX


DEFINITIONS                                                                 1
           ----------------------------------------------------------------
GRANT OF RIGHTS                                                             2
               ------------------------------------------------------------
TERM OF THE AGREEMENT                                                       3
                     ------------------------------------------------------
FINISHED PRODUCT PRICE                                                      4
                      -----------------------------------------------------
SUPPLY                                                                      5
      ---------------------------------------------------------------------
ACCEPTANCE OF THE PRODUCT                                                   6
                         --------------------------------------------------
MANUFACTURE, TRANSPORT, STORAGE AND DISTRIBUTION OF THE
PRODUCTS                                                                    7
        -------------------------------------------------------------------
ADVERSE DRUG EVENTS                                                         8
                   --------------------------------------------------------
RECALLS                                                                     9
       --------------------------------------------------------------------
INSPECTION OF THE PLANT AND OF THE WAREHOUSE                                10
                                            -------------------------------
INTELLECTUAL PROPERTY                                                       11
                     ------------------------------------------------------
CONFIDENTIALITY                                                             12
               ------------------------------------------------------------
TERMINATION                                                                 13
           ----------------------------------------------------------------
ARBITRATION                                                                 14
           ----------------------------------------------------------------
FORCE MAJEURE                                                               15
             --------------------------------------------------------------
NOTICES                                                                     16
       --------------------------------------------------------------------
PROPER LAW AND COURT OF JURISDICTION                                        17
                                    ---------------------------------------
ASSIGNMENT                                                                  18
          -----------------------------------------------------------------
SUCCESSION                                                                  19
          -----------------------------------------------------------------
RELATIONSHIP OF THE PARTIES                                                 20
                           ------------------------------------------------
ENTIRE AGREEMENT                                                            21
                -----------------------------------------------------------
VARIATION OF AGREEMENT                                                      22
                      -----------------------------------------------------
WAIVER                                                                      23
      ---------------------------------------------------------------------
SEVERANCE                                                                   24
         ------------------------------------------------------------------
RIGHTS OF THIRD PARTIES                                                     25
                       ----------------------------------------------------


<PAGE>


THIS MANUFACTURE & SUPPLY AGREEMENT (this  "AGREEMENT") is made this 21st day of
April, 2006 (the "EFFECTIVE DATE").

BETWEEN:

1.        SAVIENT Pharmaceuticals,  Inc., a company incorporated pursuant to the
          laws of the  State of  Delaware  in the  United  States  and  having a
          principal place of business at One Tower Center,  East Brunswick,  New
          Jersey 08816, United States ("SAVIENT"),

2.        ROSEMONT Pharmaceuticals Limited, a wholly owned subsidiary of SAVIENT
          and a company  incorporated in the United Kingdom whose company number
          is  009242648  and  whose  registered  office  is at  ROSEMONT  House,
          Yorkdale Industrial Park,  Braithwaite Street,  Leeds LS11 9XE, United
          Kingdom ("ROSEMONT")

                                       and

3.        CYTOGEN Corporation,  a company  incorporated  pursuant to the laws of
          the State of  Delaware  in the United  States  and having a  principal
          place of business at 650 College Road East, Suite 3100, Princeton, New
          Jersey 08540, United States ("CYTOGEN").

WHEREAS:

A.        SAVIENT owns certain intellectual property relating to its proprietary
          tamoxifen  oral  liquid   formulation,   a  treatment  for  hormonally
          sensitive breast cancer,  and has registered its oral liquid tamoxifen
          product in the United States;

B.        Concurrently  with  this  Agreement,   SAVIENT  has  entered  into  an
          Exclusive   Distribution  Agreement  with  CYTOGEN  dated  as  of  the
          Effective  Date  (the  "EXCLUSIVE   DISTRIBUTION   AGREEMENT")   which
          contemplates  providing  to CYTOGEN the  exclusive  license to import,
          market,  promote,  detail,  distribute,  sell  and  offer  to sell the
          Licensed  Product  (as  defined  below) in the  Territory  (as defined
          below);

C.        ROSEMONT is engaged in the development,  manufacture, distribution and
          marketing of the Licensed Product;

D.        CYTOGEN is engaged in the business of, among other things,  marketing,
          selling and distributing finished medicinal products; and

E.        CYTOGEN  wishes to purchase the Licensed  Product from  ROSEMONT on an
          exclusive basis and ROSEMONT is willing to supply the Licensed Product
          to CYTOGEN on an exclusive  basis,  so as to allow  CYTOGEN to import,
          receive, store, sell, deliver,  transfer,  promote, market, detail and
          otherwise  distribute the Licensed Product solely within the Territory
          on the terms and conditions of this  Agreement and in accordance  with
          the terms of the Exclusive Distribution Agreement.

Now therefore in  consideration  of the premises and mutual  covenants set forth
herein, the parties, intending to be legally bound, agree as follows:


                                      -1-
<PAGE>


1.        DEFINITIONS

1.1       In this  Agreement the following  terms will have the meanings set out
          below:

          "ACT"  shall mean the U.S.  Federal  Food,  Drug and  Cosmetic  Act as
          amended from time to time;

          "AE" shall mean with  respect to the  Licensed  Product,  any  adverse
          event  associated with the use of the Licensed Product in a patient or
          clinical  investigation,  whether  or  not  considered  drug  related,
          including the following:  an adverse event  occurring in the course of
          the use of the Licensed Product in professional  practice;  an adverse
          event occurring from drug overdose whether  accidental or intentional;
          an adverse event occurring from drug abuse; an adverse event occurring
          from drug  withdrawal;  and any significant and consistent  failure of
          expected pharmacological action. AE shall include, without limitation,
          any unfavorable and unintended sign, an exacerbation of a pre-existing
          condition,   intercurrent  illness,   drug  interaction,   significant
          worsening of a disease under  investigation or treatment,  significant
          failure of expected  pharmacological or biological action,  symptom or
          disease  temporally  associated with the use of the Licensed  Product,
          whether  or  not   considered   related  to  the   Licensed   Product.
          Notwithstanding  anything  foregoing to the contrary,  with respect to
          the  Territory  in which the Licensed  Product is marketed,  AEs shall
          include any experience required to be reported to a relevant authority
          in any such country;

          "AFFILIATE"  shall  mean  any  corporation  or other  business  entity
          controlled  by,  controlling,  or under  common  control  with another
          entity, with "control" meaning direct or indirect beneficial ownership
          of more than fifty  percent (50%) of the voting stock of, or more than
          a fifty percent (50%)  interest in the income of, such  corporation or
          other business entity;

          "CERTIFICATE OF ANALYSIS"  shall mean a document,  which is signed and
          dated by a duly authorized  representative of ROSEMONT certifying that
          the Licensed Product conforms to the Product Specifications;

          "COMMERCIAL LAUNCH" shall mean the first commercial sale of a Licensed
          Product by CYTOGEN to a Third Party in the Territory after  Regulatory
          Approval in the Territory.  For avoidance of doubt,  sales of Licensed
          Product  for  use  in  clinical  trials  shall  not be  considered  in
          determining the date of Commercial Launch;

          "CONFIDENTIAL  INFORMATION"  shall mean and  include  all  information
          (including but not limited to trade secrets) and materials  (including
          but  not  limited  to  data,  results,  technical,  financial/business
          information  or  marketing  strategies)  which may be disclosed by one
          party to the other  party but does not include  information  which the
          other party can show through contemporaneous written documentation:

          (a)  either is or  becomes  available  to the  public  other than as a
               result of  disclosure  by the other  party,  or a Third Party not
               under an obligation of confidentiality; or

          (b)  at the time of receipt is already in the  possession of the other
               party or  becomes  lawfully  available  to the  other  party on a
               non-confidential  basis from a Third Party  entitled to make that
               disclosure;

          (c)  is independently developed by the receiving party without the use
               of the other party's Confidential Information;


                                        2
<PAGE>


          (d)  is   subsequently   disclosed  to  the  receiving  party  or  its
               Affiliate, without obligation to keep it confidential, by a Third
               Party  lawfully in possession  thereof and having the right to so
               disclose; or

          (e)  is  disclosed  pursuant to a court  order,  law,  or  regulation,
               provided that the receiving  party provides the other party prior
               written notice of the required  disclosure  and takes  reasonable
               steps to limit such  disclosure  to the minimum  required by such
               court order,  law, or regulation and to obtain, or cooperate with
               the other party in obtaining, a protective order or other similar
               order requiring that such  Confidential  Information be used only
               for  the  purposes   required  by  such  court  order,   law,  or
               regulation;

          "COST  OF  GOODS"  shall  mean  [**]  of  ROSEMONT's  direct  cost  of
          manufacturing  (including  material,   labor,  personnel,   equipment,
          depreciation, workshop, quality control, waste disposal and production
          management)   directly  related  to  the  Licensed  Product  for  both
          commercial sale and for samples, as well as a reasonable allocation of
          indirect  costs  allocable  to the  manufacturing  process  (including
          indirect labor and materials,  facilities expense (including occupancy
          costs,  utilities  expense and  depreciation  of  property,  plant and
          equipment),  manufacturing  management and  administration  costs,  in
          accordance with ROSEMONT's accounting methods consistently applied for
          its  pharmaceutical  products,  which shall comprise the cost of goods
          produced as determined by ROSEMONT for each stage of the manufacturing
          process  conducted by ROSEMONT in accordance  with GAAP. Cost of Goods
          shall not  include  any cost  attributable  to  general  corporate  or
          operational  activities  (including  but  not  limited  to,  executive
          management,  investor relations,  business development,  legal affairs
          and finance). Cost of Goods for any stage of the manufacturing process
          conducted by a Third Party shall be equal to ROSEMONT's  out-of-pocket
          cost therefor;

          "DOSSIER" shall mean any and all technical  information  pertaining to
          the  Licensed  Products  and  includes,  without  limitation,  data in
          support   of   registered   indications,   bio-equivalency   data  and
          information,  clinical data,  pharmaco-toxicological  data, analytical
          methods,  stability and  pharmaceutical  data  concerning the Licensed
          Product in the  possession  of ROSEMONT from time to time and includes
          the open part of the drug master file  ("DMF") and the DMF  supporting
          information  contained therein,  and the chemical,  pharmaceutical and
          biological   documentation  (including  any  expert  report)  and  any
          certificate of free sale and certificate of pharmaceutical products;

          "EQUIVALENT  PRODUCT"  shall mean any liquid  dosage form of tamoxifen
          other than the Licensed Product;

          "FDA" shall mean the United  States Food and Drug  Administration  and
          any  successor   agency   thereto,   and/or  any  equivalent   foreign
          governmental agency, depending on the context;

          "FIELD" shall mean all human oncology uses;

          "FINANCIAL  YEAR"  shall  mean  the  year  from  1st  January  to 31st
          December, inclusive;

          "FINISHED  PRODUCT PRICE" shall mean the Cost of Goods of the Licensed
          Product  plus  [**] as such  amounts  are set  forth  on the  Attached
          Schedule 2, such Finished Product Price [**];
          ----------


                                        3
<PAGE>


          "FORMULATION" shall mean the chemical and pharmacological  formulation
          of the Licensed Product;

          "GAAP" shall mean  generally  accepted  accounting  principles  in the
          United States;

          "GMP" shall mean the good manufacturing practice in the Territory, any
          requirements of the relevant regulatory authority in the Territory for
          the new drug  application,  and the  requirements  of any GMP  license
          granted to  ROSEMONT  in the country of  manufacture  of the  Licensed
          Product provided however,  where no GMP codes prevail in the Territory
          or the GMP code  prevailing in the Territory is less onerous than that
          specified for good  manufacturing  practice in the European Union, GMP
          will include the good manufacturing practice in the European Union. In
          the  event of a  conflict,  the GMP code of the  United  States  shall
          prevail;

          "INDEPENDENT  ANALYST"  shall mean an independent  testing  laboratory
          approved in the NDA to test the Licensed Product, which is selected on
          a timely basis by the mutual good faith agreement of the parties;

          "INTELLECTUAL  PROPERTY  RIGHTS" shall mean all rights and  interests,
          vested or subsequently arising out of any patent,  copyright,  design,
          trade mark,  trade secrets,  database right,  goodwill or Confidential
          Information rights whether arising by common law or by statute and any
          right to apply for registration under a statute in respect of those or
          like  rights as such  rights  are owned  and held by  SAVIENT  as they
          relate to the Licensed Product;

          "LICENSED   PRODUCT"   shall  mean  oral  liquid   tamoxifen   in  all
          indications,  dosage  forms  and  formulations  for  use in the  Field
          meeting the Product Specifications;

          "NDA" shall mean new drug application  granted / approved from the FDA
          for the importation,  storage,  marketing,  promotion, sale, delivery,
          transfer  or  other  distribution  of  the  Licensed  Product  in  the
          Territory,  including  all  additions,  supplements,   extensions  and
          modifications thereto;

          "NET SALES"  means the total  gross  sales of Licensed  Product in the
          Territory invoiced by Cytogen,  its Affiliates or sublicensees  (other
          than Savient and its Affiliates  hereunder) to Third Parties,  net of,
          where applicable,  any deductions  specifically  related to a Licensed
          Product and actually allowed, incurred, paid or taken for (1) quantity
          or trade discounts actually granted, but specifically excluding prompt
          payment and/or cash discounts;  (2) amounts repaid or credited,  cash,
          credit or free goods allowances given by reason of chargebacks, vendor
          chargebacks, patient vouchers or coupons, retroactive price reductions
          including,  without limitation, any price reductions imposed by courts
          or governmental authorities, correction of billing errors, and rebates
          or payments;  (3) amounts  refunded or credited  for Licensed  Product
          that was rejected, spoiled, damaged, outdated,  recalled, or returned,
          or any  reasonable  returned  goods  allowance  offered in lieu of the
          right  of  a  customer  to  return  outdated  Licensed  Product;   (4)
          wholesaler fees under vendor managed inventory agreements and pharmacy
          benefit management fees for services; (5) actual shipping costs to the
          extent  billed  directly by Cytogen to its  customers and supported by
          shipper's  invoice;  and (6) actual sales tax billed by Cytogen to its
          customers  as a separate  line item on an invoice,  as  documented  by
          actual invoices.  If Cytogen,  its Affiliates or sublicensees  receive
          non-cash   consideration   for  Licensed  Product  sold  or  otherwise
          transferred (in any event excluding any samples or


                                        4
<PAGE>


  Promotional
          Materials) to an  independent  Third Party that is not an Affiliate of
          Cytogen,  the fair market value of such non-cash  consideration on the
          date of the transfer as known to Cytogen,  or as reasonably  estimated
          by  Cytogen  if  unknown,  shall be  included  the Net  Sales for such
          Licensed Product sold or otherwise transferred.

          If a Licensed  Product is sold or offered for sale in combination with
          other  products  of Cytogen  at a price that is reduced or  discounted
          from the normal selling price of Cytogen for such Licensed  Product by
          a percentage that is greater than that offered on such other products,
          and if that discount is only available with or is conditioned upon the
          purchase of such other products,  the Net Sales determined as provided
          for in this Section  shall be adjusted as if the discount or reduction
          had been  applied to all  products of such  combination  equally.  For
          greater  certainty,  the  amount  of (i)  any  cash or  early  payment
          discounts, or (ii) quantity discounts, rebates or allowances,  granted
          or taken with  respect to the total sales to a customer  for  multiple
          products  that  include  Licensed  Product  shall not be  deducted  in
          calculating Net Sales.


          "NSP"  shall mean the net sales  price for the  Licensed  Product in a
          specified  calendar  quarter,  and shall be calculated by dividing the
          Net Sales of the  Licensed  Product  during such  quarter by the total
          number of units of Licensed Product sold during such quarter.

          "PRODUCT SPECIFICATIONS" shall mean the latest approved specifications
          of the Licensed  Product by the FDA in the  Territory,  which may also
          include,    where   relevant,    specifications   for   manufacturing,
          performance, quality control release, packaging material, labeling and
          Licensed Product information all as set forth in the attached Schedule
                                                                        --------
          1;
          -

          "REGISTRATION  FILE"  shall  mean the file  derived  from the  Dossier
          together  with  the  results  of  any  bioequivalence  study  and  the
          stability study and any supplementary  data required by the FDA in the
          Territory;

          "REGULATORY   APPROVAL"   means  the  granting  of  all   governmental
          regulatory  approvals  required,  if any,  for the sale of a  Licensed
          Product in a given country or jurisdiction within the Territory.

          "TECHNICAL  AGREEMENT" shall mean the separate  agreement  between the
          parties to this Agreement  signed within ten business (10) days of the
          Effective  Date of this  Agreementand  being an agreement (a) required
          under  European Good  Manufacturing  Practice  Legislation  91/356/EEC
          Article 12 to cover  manufacture by ROSEMONT and supply to CYTOGEN for
          distribution  in the Territory and (b) suitable for  submission to the
          regulatory authority in the Territory; the Technical Agreement is also
          known as a Quality Agreement in the United States;

          "TERM"  shall mean the Initial  Term and any Renewal Term during which
          this Agreement is in force and effect;

          "TERRITORY"  shall mean the  United  States  and its  territories  and
          possessions; and

          "THIRD  PARTY"  shall  mean any person or entity  other than  SAVIENT,
          CYTOGEN, and their respective Affiliates.

1.2       In this Agreement, unless the context otherwise requires:


                                       5
<PAGE>


          (a)  headings  and  underlinings  are for convenience  only and do not
               effect the interpretation of this Agreement;

          (b)  words imparting the singular include the plural and vice versa;

          (c)  words imparting a gender include any gender;

          (d)  a  reference  to  a  part, clause,  party, annexure,  exhibit  or
               schedule  is a  reference  to a part,  clause,  party,  annexure,
               exhibit or schedule to, this Agreement; and

          (e)  a reference to a person includes  any individual  or individuals,
               corporation,  partnership  or other  body,  entity or other legal
               person.

2.        GRANT OF RIGHTS

2.1       CYTOGEN and SAVIENT have  contemporaneously  herewith entered into the
          Exclusive  Distribution  Agreement  in which  SAVIENT  has  granted to
          CYTOGEN all the  Intellectual  Property  Rights  necessary in order to
          allow  CYTOGEN to import,  sell,  offer to sell,  market,  distribute,
          promote and detail the Licensed Product. The parties hereto agree that
          to the extent any terms or provisions of this Agreement  conflict with
          the terms and provisions or the Exclusive Distribution Agreement,  the
          terms and  provisions of the Exclusive  Distribution  Agreement  shall
          control,  except to the  extent  that  this  Agreement  expressly  and
          specifically  states an intent to supersede a certain provision of the
          Exclusive Distribution Agreement on a specific matter.

2.2       ROSEMONT hereby agrees to sell to CYTOGEN on an exclusive basis within
          the Territory the Licensed  Product in finished,  packaged form solely
          for the  purposes of importing  into,  storing,  selling,  offering to
          sell,  marketing,  distributing and detailing such Licensed Product in
          the Territory. For purposes of clarity, the exclusivity referred to in
          the  section  pertains  to sales of the  Licensed  Product  within the
          Territory  only and  nothing  herein  shall be  construed  to  prevent
          ROSEMONT,  subject to Clause 5.2, from selling the Licensed Product in
          any country outside the Territory.

2.3       CYTOGEN shall purchase the Licensed Product on an exclusive basis from
          ROSEMONT and ROSEMONT shall supply to CYTOGEN all its requirements for
          Licensed  Product in the Territory and,  except as otherwise  provided
          for herein,  CYTOGEN  shall not purchase  the  Licensed  Product or an
          Equivalent  Product  for use in the  Field in the  Territory  from any
          other source except as otherwise set forth herein.

3.        TERM OF THE AGREEMENT

3.1       This  Agreement  will come into force and  effect as of the  Effective
          Date and will  continue  in force  until the later to occur of (i) the
          expiry of the  last-to-expire  patent covering the Licensed Product in
          the  Territory;  or (ii) ten (10)  years  from the date of  Commercial
          Launch of the Licensed  Product in the Territory (the "INITIAL  TERM")
          unless  previously   terminated  in  accordance  with  the  provisions
          contained  herein;  or (iii)  the  termination  or  expiration  of the
          Exclusive Distribution Agreement.  Thereafter,  this Agreement will be
          automatically  renewed  for one  further  period  of one (1) year (the
          "RENEWAL  TERM") unless either party confirms in writing its intention
          not to renew this  Agreement and such notice of this  intention not to
          renew this  Agreement is given to the other party at least twelve (12)
          months prior to the expiry of the then-current Term.


                                       6
<PAGE>


4.        FINISHED PRODUCT PRICE

4.1       The Finished  Product Price of the Licensed  Product  (including trade
          packages  and  samples)  charged by ROSEMONT  to CYTOGEN  will be that
          specified in Schedule 2. Such Finished Product Price will remain fixed
                       ----------
          for [**] from the Effective Date of the Agreement;  provided, however,
          that in the  event  that  during  any  [**]  period  the Cost of Goods
          fluctuates  by an amount  equal to or greater than [**] of the Cost of
          Goods component of the previously  agreed upon Finished Product Price,
          then notwithstanding the prior temporal restriction, the Parties shall
          promptly  review and agree upon a new  Finished  Product  Price  which
          reflects  the actual  increase or decrease in the Cost of Goods of the
          Licensed  Product;  provided,  that ROSEMONT shall [**].  ROSEMONT and
          CYTOGEN  agree to review and  mutually  approve the  Finished  Product
          Price  specified  in  Schedule  2 not less than [**] days prior to the
                                -----------
          next [**]  anniversary of the Effective Date of this  Agreement.  Such
          Finished  Product  Prices  will be  negotiated  on the basis of actual
          decreases or increases in the Cost of Goods of the Licensed Product.

4.2       CYTOGEN  will pay  ROSEMONT for  the Licensed  Product within  [**] of
          acceptance  of the Licensed  Products as such  acceptance  is governed
          pursuant to Clause 6.2.

4.3       ROSEMONT will have the right  to charge  interest at [**] per month on
          any  payments  still  outstanding  after  [**] days up to the  maximum
          amount permitted by law.

4.4       During the Term,  CYTOGEN  shall pay to  ROSEMONT  royalties  based on
          CYTOGEN's  Net Sales of the  Licensed  Product.  All royalty  payments
          shall be due  within  [**]  days  after  the  close  of each  calendar
          quarter.  CYTOGEN agrees to provide written reports to ROSEMONT within
          [**] days after the end of each calendar  month  covering all sales of
          Licensed  Product in the Territory by CYTOGEN for which  invoices were
          sent  during such  calendar  month.  Each  report  shall state for the
          period in question:  (a) for Licensed Product disposed of by sale, the
          gross sales of Licensed Product,  and the detailed  calculation of Net
          Sales;  (b) for Licensed  Product  disposed of other than by sale, the
          quantity,  description,  and  nature of the  disposition;  and (c) the
          calculation  of the amount due to ROSEMONT for such month  pursuant to
          this Clause.  Each  quarterly  royalty  payment  shall be equal to the
          applicable  royalty rate (as set forth in the table below)  multiplied
          by the Net Sales of Licensed Product for that quarter.


          Annual Net Sales                                Royalty Rate
          ----------------                                ------------
                                                          to ROSEMONT
                                                          -----------

          Less than or equal to [**]                          [**]%

          Over [**]                                           [**]%


4.5       Minimum  Royalties.  Beginning  in 2007,  CYTOGEN  shall pay  ROSEMONT
          ------------------
          quarterly  minimum royalties equal to [**] multiplied by the Projected
          Penetration  Percentage  multiplied  by the total  number of tamoxifen
          prescriptions  written during such calendar quarter  ("QUARTERLY TRX")
          multiplied  by the NSP of the Licensed  Product  during such  calendar
          quarter  ("MINIMUM  ROYALTY   PAYMENT").   The  applicable   Projected
          Penetration  Rate shall be  determined  by reference to the  following
          table:


                                       7
<PAGE>


          Projected Penetration Percentage                     Year
          --------------------------------                     ----

          [**]                                                 [**]

          [**]                                                 [**]

          [**]                                            [**] and later


           (a)  During any quarter  in which  the royalty  payment due  ROSEMONT
pursuant  to  Clause  4.4  herein  is less  than  the  Minimum  Royalty  Payment
calculated  pursuant to this Clause 4.5,  then CYTOGEN shall pay to ROSEMONT the
Minimum  Royalty  Payment rather than the royalty  payments due under Clause 4.4
herein.

           (b)  For example,  if the Quarterly TRx for the first quarter of [**]
scripts,  and the NSP  for that  quarter  is [**]  per  unit,  then the  Minimum
Royalty Payment for that quarter would be [**].

4.6       Sales Milestone Payments.  CYTOGEN shall pay to ROSEMONT the following
          ------------------------
          non-refundable,  non-creditable sales milestone payments upon reaching
          the cumulative  sales  milestones in the amounts set forth below based
          on the corresponding  cumulative Net Sales of Licensed Products.  Each
          milestone payment is due and payable no later than [**] days after the
          end of the calendar quarter in which each milestone was achieved.


          Cumulative Net Sales                                 Payment
          --------------------                                 -------

          [**]                                                  $[**]

          [**]                                                  $[**]

          [**]                                                  $[**]


4.7       These  quarterly  payments  and,  where  applicable,  sales  milestone
          payments,  shall be paid by CYTOGEN to ROSEMONT even if some or all of
          the Licensed Product is supplied by a Third Party manufacturer  during
          such quarter and even if ROSEMONT  performs no manufacturing  services
          for CYTOGEN during such quarter. Furthermore, these quarterly payments
          and, where applicable,  sales milestone payments, shall continue to be
          paid by CYTOGEN  to  ROSEMONT  even if this  Agreement  is  terminated
          including by reason of ROSEMONT's breach.  Subject to other provisions
          of this  Agreement,  such quarterly  payments and,  where  applicable,
          sales milestone payments, shall continue until such time as CYTOGEN is
          no longer marketing or selling the Licensed Product.

4.8       The provisions of this Clause 4 shall survive the  termination of this
          Agreement.

5.        SUPPLY


                                       8
<PAGE>


5.1       ROSEMONT will use commercially reasonable efforts to maintain adequate
          stocks of the Licensed  Product to fulfill its obligations  under this
          Agreement,  and will supply to CYTOGEN or its nominated  Affiliates or
          delegates all of CYTOGEN'S  requirements for the Licensed Product,  in
          finished, packaged form, for the Territory.

5.2       ROSEMONT will not supply the Licensed Product to any other party which
          it knows, or has reasonable  grounds for  suspecting,  will supply the
          Licensed  Product  within  the  Territory  and shall use  commercially
          reasonable efforts to ensure that none of its Affiliates or commercial
          partners will supply such competing entities with the Licensed Product
          for marketing or distribution within the Territory.  CYTOGEN shall not
          supply,  and  shall  ensure  that no  sublicensee  shall  supply,  the
          Licensed  Product to any Third Party which it knows, or has reasonable
          grounds for suspecting,  will supply the Licensed  Product outside the
          Territory and shall use commercially reasonable efforts to ensure that
          none of its  Affiliates or  commercial  partners will supply any third
          parties  with the  Licensed  Product  for  marketing  or  distribution
          outside of the Territory.  Additionally,  CYTOGEN agrees that it shall
          not  purchase any  Equivalent  Product from any Third Party during the
          Term of this Agreement except as otherwise provided herein.

5.3       CYTOGEN shall provide to ROSEMONT within [**] after the Effective Date
          a Firm Order (as such term is defined below) for launch  quantities of
          the Licensed  Product for commercial  distribution and sale within the
          Territory. CYTOGEN shall submit a Firm Order for samples separately.

5.4       Commencing  at least [**] prior to the delivery date of the first Firm
          Order , CYTOGEN  shall submit to ROSEMONT on a [**] basis on or before
          the  first  business  day of each  [**],  a [**]  non-binding  rolling
          forecast  that sets  forth  the total  quantity  of  Licensed  Product
          CYTOGEN either has ordered, desires to order, or expects to order from
          ROSEMONT  within the next [**]  period  ("Product  Forecast").  In the
          Product  Forecast,  CYTOGEN  shall  include a  breakdown  of the total
          quantity of Licensed Product by [**] and [**] for the [**] period.

5.5       The  breakdown  by [**] and [**] of the [**]  Product  Forecast  shall
          consist  of: (i) firm  irrevocable  orders for the [**] of the Product
          Forecast ("Firm Order"), which shall each be the subject of a Purchase
          Order  delivered in accordance with Clause 5.6 and (ii) a rolling [**]
          forecast for the remaining  [**] (i.e.  [**]) of the Product  Forecast
          [**].

5.6       CYTOGEN will accompany its [**] update of the Product  Forecast with a
          written purchase order ("Purchase Order") for each new Firm Order that
          was only a Firm Forecast in the previous [**] Product  Forecast.  Each
          Purchase  Order shall  specify the  Licensed  Product  ordered and the
          time, manner and address of delivery, all of which shall be subject to
          this Agreement.

5.7       CYTOGEN  shall be entitled at any time up until and including the time
          that any such  Firm  Forecast  becomes  a Firm  Order to  increase  or
          decrease a Firm Forecast for Licensed Product by up to an aggregate of
          [**].  Once a Firm  Forecast  becomes a Firm  Order,  CYTOGEN  may not
          reduce it, but upon  request  that  ROSEMONT  increase the quantity of
          Licensed  Product  subject  to  a  Firm  Order,   ROSEMONT  shall  use
          commercially reasonable efforts to fill the increased order subject to
          the batch quanitities limitation in Schedule 3.
                                              ----------


                                       9
<PAGE>


5.8       ROSEMONT may, in accordance  with Clause 5.9, reject only that portion
          of any Firm Order which ROSEMONT will be unable to fill due to (i) the
          occurrence of a force majeure event or (ii) which, when added to other
          Firm Orders  placed  during a given [**]  period,  exceed then current
          Product  Forecast  covering  such period by more than [**] pursuant to
          Clause 5.47.

5.9       For each Firm Order  provided by CYTOGEN or its  Affiliates,  ROSEMONT
          will be deemed  to have  confirmed  such  Firm  Order if advice to the
          contrary,  in writing, is not provided to CYTOGEN within [**] from the
          date of receipt of such Firm Order by ROSEMONT.

5.10      ROSEMONT will use its best endeavours to supply the ordered quantities
          of the Licensed Product by the confirmed  delivery dates,  which dates
          shall not be earlier than [**] from the date that ROSEMONT  receives a
          Firm Order from CYTOGEN.  All order  quantities  shall reflect nominal
          batch  sizes as  specified  in  Schedule 3. Orders will be accepted by
          CYTOGEN   at [**]  ordered  quantities,  provided  that such  Licensed
          Product  meets the  Product  Specifications  and the  requirements  of
          Clauses 7.1 and 7.2.

5.11      In the event that  ROSEMONT  is aware or  anticipates  that it will be
          unable  to meet  any Firm  Order,  either  in  whole  or in part,  for
          whatever reason,  ROSEMONT shall promptly inform CYTOGEN in writing of
          such inability. In particular,  ROSEMONT shall promptly inform CYTOGEN
          of any notice,  written or oral,  received from any materials supplier
          regarding a possible  shortage or inability to supply. In the event of
          a shortage of the  materials  necessary  to  manufacture  the Licensed
          Product, CYTOGEN shall be allocated quantities of such materials in an
          amount  which is  equivalent  to the  proportion  of Licensed  Product
          ordered within the immediately preceding [**] period as such amount is
          expressed as a percentage of the total amount of oral liquid tamoxifen
          ordered from ROSEMONT  from all sources in the preceding  [**] period;
          provided  further  that  in the  event  that  there  is a  failure  to
          substantially  satisfy  CYTOGEN's  orders for Licensed  Product,  then
          ROSEMONT and CYTOGEN will immediately work together, in good faith, to
          identify  an  appropriate  alternative  source of supply for  Licensed
          Product.

5.12      In the event that  ROSEMONT  (i)  anticipates  an  inability to supply
          ordered  quantities of the Licensed Product for a period of [**] (with
          prompt  notice  being  provided to CYTOGEN by  ROSEMONT) or (ii) shall
          fail  to  supply  ordered  quantities  of  the  Licensed  Product  (in
          compliance of this Agreement,  including the Product Specifications or
          the  requirements  of  Clauses  7.1  and  7.2)  to  CYTOGEN  for  [**]
          (hereinafter,  "Supply  Failure"),  then CYTOGEN shall have the right,
          but not the  obligation,  to utilize  the  services  of a Third  Party
          contract manufacturer (hereinafter "CMO"), the identity of which shall
          be agreed upon in advance by ROSEMONT  (which  agreement  shall not be
          unreasonably  withheld,  delayed or  conditioned),  to manufacture the
          Licensed  Product for CYTOGEN'S  benefit.  ROSEMONT  shall  reasonably
          cooperate in order to effectuate a technology  transfer to such CMO to
          enable such party to  manufacture  the  Licensed  Product for CYTOGEN;
          provided,  however,  that CYTOGEN shall be responsible  for, and shall
          pay to ROSEMONT,  all costs  associated  with the technology  transfer
          contemplated herein. The foregoing notwithstanding,  CYTOGEN shall not
          purchase any  quantities  of the Licensed  Product from the CMO except
          for during a Supply Failure or thereafter.  The CMO shall not have any
          rights  by  virtue  of this  Agreement  to  manufacture  for,  sell or
          otherwise dispose of the Licensed Product to any Third Parties. In the
          event that  ROSEMONT or any of its  Affiliates  establish an alternate
          facility  to  manufacture  the  Licensed  Product  for itself or Third
          Parties for sale outside the Territory, then


                                       10
<PAGE>


          ROSEMONT  shall  offer  to  CYTOGEN  to  have  the  Licensed   Product
          manufactured  for CYTOGEN at such  facility in addition to  ROSEMONT'S
          Leeds facility referenced below; CYTOGEN shall have the right to audit
          any alternate facility established pursuant to this Clause.

5.13      The supply of the Licensed Product will be shipped [**].

5.14      ROSEMONT shall label and package the Licensed  Product for shipment to
          CYTOGEN in accordance  with Product  Specifications  applicable to the
          Licensed Product.

6.        ACCEPTANCE OF THE PRODUCT

6.1       ROSEMONT will supply via  electronic  mail a  Certificate  of Analysis
          related to each delivery of the Licensed  Product  demonstrating  that
          the Licensed  Product  conforms with the Product  Specifications,  the
          Technical Agreement, the applicable laws and Clauses 7.1 and 7.2; such
          Certificate of Analysis shall be provided prior to the delivery of the
          Licensed  Producy by ROSEMONT to  CYTOGEN.  CYTOGEN  shall be under no
          obligation  to accept  any  shipment  of  Licensed  Product  for which
          ROSEMONT has not  provided a  Certificate  of  Analysis.  ROSEMONT has
          provided to CYTOGEN a correct copy of the quality  control release and
          packaging  specifications  existing as of the  Effective  Date for the
          Licensed  Products to enable  CYTOGEN to compare the  Certificates  of
          Analysis  to  the  relevant  specifications.  ROSEMONT  shall  provide
          updated  quality  control  release  and  packaging  specifications  to
          CYTOGEN promptly following any change to such specifications.

6.2       Subject to Clause  6.6,  CYTOGEN  shall  have the  right,  but not the
          obligation,  to  ascertain  whether the Licensed  Product  conforms to
          Product Specifications and the requirements of Clauses 7.1 and 7.2; if
          CYTOGEN so elects it shall only use a  qualified  and  validated  cGMP
          laboratory  which has been duly qualified to test the Licensed Product
          using  validated  tests and methods  for the  testing of the  Licensed
          Product  and such  laboratory  having  been  approved  in  advance  by
          ROSEMONT (hereinafter the "Testing Laboratory"),  such approval not to
          be unreasonably  withheld.  If the Testing Laboratory  determines that
          the Licensed  Product does not conform to the Product  Specifications,
          CYTOGEN may reject the  Licensed  Product by giving  ROSEMONT  written
          notice  of its  rejection  within  [**] of  delivery  of the  Licensed
          Product.  In the absence of any such written notice of rejection where
          such  notice  sets  forth  the   reasons  for  such   rejection   with
          specificity,  CYTOGEN  will,  for the purposes of Clause 4.2 only,  be
          deemed to have  accepted the Licensed  Product upon the  expiration of
          the  [**]  period.  CYTOGEN  shall  promptly  notify  ROSEMONT  of any
          damages,  shortage and other defects  discovered by CYTOGEN  following
          CYTOGEN's  discovery  thereof.  In  addition,  in the case of Licensed
          Product with defects not readily discoverable prior to the shipment of
          any Licensed Product to CYTOGEN,  or thereafter within the [**] period
          specified  above,  each party shall notify the other party of any such
          defects  discovered  by such party  promptly  following  such  party's
          discovery thereof, and such Licensed Product shall be treated the same
          as the non-conforming  Licensed Products set forth herein. Anything to
          the  contrary  notwithstanding,  any  damage to the  Licensed  Product
          occurring  after delivery has been made to CYTOGEN in accordance  with
          the terms hereof shall be  CYTOGEN'S  responsibility  and shall not be
          deemed defective Licensed Product.

6.3       Subject to Clause 6.6,  If CYTOGEN  gives  written  notice to ROSEMONT
          under Clause 6.2 or 6.3,  CYTOGEN may, in addition to any other rights
          or remedies it may have


                                       11
<PAGE>


          hereunder,  elect for ROSEMONT to (a) provide CYTOGEN with replacement
          products as soon as is reasonably  possible after such notice,  and to
          the extent  that  CYTOGEN  has  previously  remitted  payment for such
          rejected  Licensed  Product the replacement  Licensed  Product will be
          free of  charge,  or (b)  refund the  Finished  Product  Price for the
          quantity of such defective Licensed Product.

6.4       Subject to Clause 6.6,  ROSEMONT  may: (i) at its cost (a) reclaim the
          rejected Licensed Product within [**] of ROSEMONT'S  receipt of notice
          of the  rejection  of the  Licensed  Product;  (b)  provide  notice to
          CYTOGEN  within [**] of ROSEMONT'S  receipt of notice of the rejection
          of the Licensed Product that CYTOGEN may destroy the rejected Licensed
          Product,  such  destruction and disposal to comply with all applicable
          laws,  rules and  regulations,  or;  (ii)  provide  written  notice to
          CYTOGEN of  ROSEMONT'S  election to  challenge  the  rejection  of the
          Licensed  Product  and submit  such  rejected  Licensed  Product to an
          Independent  Analyst.  In the case of either  (i)(a) or (i)(b)  above,
          ROSEMONT shall be responsible for the cost of storage of such rejected
          Licensed  Product.  For  purposes of  clarification,  if the  rejected
          Licensed Product is the subject of testing by the Independent Analyst,
          CYTOGEN  shall not destroy such products and the costs for any storage
          shall be allocated according to the provisions of Clause 6.7.

6.5       If ROSEMONT  reclaims the rejected Licensed Product pursuant to Clause
          6.4,  ROSEMONT  agrees  not to  re-supply  CYTOGEN  with  any of  that
          rejected Licensed Product.

6.6       In the event that CYTOGEN gives written notice of the rejection of the
          shipment of the Licensed Product or any part thereof to ROSEMONT under
          Clause 6.2 or 6.3 and the  parties  are  unable,  within  [**] of that
          notice,  to agree upon whether the Licensed  Product complies with the
          Product  Specifications  and the  requirements of Clauses 7.1 and 7.2,
          the  parties  agree to submit a sample of the  Licensed  Product to an
          Independent  Analyst within a further [**] period and such Independent
          Analyst  shall  perform its own testing of the samples,  utilizing NDA
          specified  test methods , in order to  determine  whether the Licensed
          Product complies with the Product  Specifications and the requirements
          of Clauses 7.1 and 7.2, and provide both parties with a written report
          of its findings and  opinion.  Both parties  shall be entitled to have
          representatives  present at such  testing  and the  assessment  of the
          Independent  Analyst shall be binding upon the parties  solely for the
          purpose of determining whether such Licensed Product may be rightfully
          rejected  as   non-conforming,   damaged  (when  Licensed  Product  is
          delivered to CYTOGEN in accordance with the terms herein) or otherwise
          defective.

6.7       The cost of the report of the  Independent  Analyst will be paid [**].
          If the  Independent  Analyst  determines  that  the  Licensed  Product
          complies the Product  Specifications  and the  requirements of Clauses
          7.1 and 7.2 and CYTOGEN  elects for  ROSEMONT to provide  CYTOGEN with
          replacement products under Clause 6.3, [**].

6.8       Replacement of rejected  Licensed  Product is in addition to any other
          obligations,  indemnities  or warranties  given by ROSEMONT to CYTOGEN
          under this Agreement.

7.        MANUFACTURE, TRANSPORT, STORAGE AND DISTRIBUTION OF THE PRODUCTS

7.1       ROSEMONT shall supply the Licensed  Product to CYTOGEN in the form set
          out in the applicable  Regulatory  Approval for each Licensed Product.
          ROSEMONT shall deliver all


                                       12
<PAGE>


          Licensed  Product  hereunder with labelling that conforms with the FDA
          approved  labelling  therefor.  CYTOGEN  shall supply to ROSEMONT,  at
          CYTOGEN'S  sole cost and expense,  the artwork  which shall be printed
          on:  the label  which  shall be  affixed  to each  bottle of  Licensed
          Product, the carton of each individual bottle of Licensed Product, and
          the outer  carton  which shall  contain the [**] of Licensed  Product,
          each such  bottle  being  contained  in its own  carton (or such other
          format as agreed upon by the  parties).  Each of ROSEMONT  and SAVIENT
          shall review and reasonably  approve  within [**] after  receipt,  any
          such  artwork  provided  by CYTOGEN in  accordance  with this  Clause;
          however,  ROSEMONT or SAVIENT may reject any  proposed  artwork  whose
          appearance or content would violate any law, rule or regulation of the
          country of manufacture or of the Territory.

7.2       All quantities of the Licensed Product supplied by ROSEMONT to CYTOGEN
          pursuant to this Agreement will:

          (a)  conform in all respects to the Products  Specifications in effect
               at the  time the  relevant  order  for the  Licensed  Product  is
               accepted by ROSEMONT;

          (b)  be manufactured in conformity with Products Specifications,  GMP,
               the Technical Agreement, all applicable laws (including the Act),
               as they are in  effect  at the time the  relevant  order  for the
               Licensed Product is accepted by ROSEMONT; and

          (c)  have a shelf life of at least [**] from the date of dispatch from
               ROSEMONT's facility,  provided,  however,  that in the event that
               extended expiry dating is approved for the Licensed  Product that
               such  Licensed  Product  with  extended  expiry  dating  shall be
               provided to CYTOGEN;

          (d)  not be adulterated  or misbranded  within the meaning of the Act,
               and is not an article which may not, under the Act, be introduced
               into interstate commerce;

          (e)  be  free  and  clear  of  any   security   interest,   liens  and
               encumbrances  at the time  that  title to such  Licensed  Product
               passes to CYTOGEN; and

          (f)  be stored and handled in accordance with all applicable legal and
               regulatory  provisions concerning the storage and handling of the
               Licensed Product.

7.3       Any  quantities  of the  Licensed  Product  not  conforming  with  the
          requirements  of Clause  7.1 or 7.2  will,  for the  purposes  of this
          Agreement, be deemed to be rejected.

7.4       ROSEMONT  and CYTOGEN  agree to enter into and  execute the  Technical
          Agreement within [**] of the Effective Date hereof. ROSEMONT shall not
          undertake the manufacture of any Licensed Product on behalf of CYTOGEN
          until such a time as the Technical Agreement has been executed by both
          parties.

7.5       ROSEMONT  shall perform,  or cause to be performed at ROSEMONT's  cost
          and expense,  on each batch of Licensed  Product all tests required by
          the Licensed  Product  Specifications  before shipment of any Licensed
          Product from that batch to CYTOGEN.  ROSEMONT shall properly store and
          retain  appropriate  samples  (identified by batch number) of Licensed
          Product  that it  supplies  to  CYTOGEN  in  conditions  and for times
          consistent  with all  applicable  regulatory  standards  and to permit
          appropriate or required  internal and regulatory checks and references
          (collectively, the "Shipment Samples").


                                       13
<PAGE>


          ROSEMONT shall provide CYTOGEN with reasonable  access to and portions
          of the Shipment  Samples for testing and other purposes upon CYTOGEN's
          request,  such  testing to be  performed  by the  Testing  Laboratory.
          Copies of any  results  provided by the  Testing  Laboratory  shall be
          provided to ROSEMONT within [**] of receipt by CYTOGEN.

7.6       ROSEMONT  will  supply  CYTOGEN  with  adequate   written   directions
          concerning  suitable  conditions for storage and transportation of the
          Licensed  Product and CYTOGEN warrants it will store and transport the
          Licensed Product in accordance with those directions.  Any language to
          the  contrary  notwithstanding,  in the event  that  CYTOGEN  fails to
          follow the shipping,  storage and  transportation  instructions in all
          material  respects,  as such  written  instructions  are  provided  by
          ROSEMONT in advance,  CYTOGEN shall indemnify ROSEMONT for any and all
          losses or damages  arising  from  Third  Party  claims  (except to the
          extent  caused  by any  gross  negligence  or  willful  misconduct  of
          ROSEMONT  or  its  Affiliates),  except  for  any  special,  punitive,
          incidental,  indirect or  consequential  damages  (including,  but not
          limited to the loss of opportunity, loss of use, or loss of revenue or
          profit, in connection with or arising out of this agreement).

7.7       Subject to Clause 6.2, in the event that either of the Parties becomes
          aware of any  defect in the  Licensed  Product  or  believes  that the
          Licensed  Product is unsuitable for the  indication  designated in the
          NDA, it will immediately  notify the other party and provide them with
          a full disclosure of that defect or perceived unsuitability.

7.8       ROSEMONT  assumes all risk of loss and  indemnifies and holds harmless
          CYTOGEN  and  any  of  its  Affiliates   (including  their  respective
          directors,   officers,  employees,  agents,  successors,  assigns  and
          delegates)  from and against any and all proven and  reasonable  loss,
          liability,  damage, fee, cost, expense, suit, claim, demand, judgement
          and prosecution (hereinafter "Damages") directly or indirectly arising
          from  or  resulting  from  (a) any  defect  in the  Licensed  Product,
          including  any  materials  or samples  thereof,  (other  than a defect
          arising  as a result  of the  shipping,  storage,  transportation  and
          distribution  of the Licensed  Product by CYTOGEN or its Affiliates or
          delegates  which is not in  accordance  with the  directions  given to
          CYTOGEN  under  Clause  7.6 or  otherwise  as a  result  of the  gross
          negligence or wilful misconduct on the part of CYTOGEN, its Affiliates
          or  delegates),  (b) the gross  negligence  or willful  misconduct  or
          wrongdoing  of ROSEMONT or SAVIENT or any person for whose  actions or
          omissions  ROSEMONT or SAVIENT is legally  liable,  or (c) a breach by
          ROSEMONT  of  its   representations,   warranties   and/or   covenants
          hereunder;  or (d) a use of the Licensed Product which is permitted by
          the NDA.

7.9       ROSEMONT  will procure at its own expense  from a mutually  acceptable
          insurer,  and  maintain  in  full  force  and  effect  throughout  the
          continuance  of this  Agreement and for 5 years  thereafter,  products
          liability  insurance  with a single  limit  liability of not less than
          [**] per claim  and in the  aggregate,  for  bodily  injury,  death or
          property  damage,  insuring  CYTOGEN,  and its Affiliates or delegates
          from and against any and all Damages set forth in Clause 7.8; provided
          that this provision does not limit  ROSEMONT's  liability under Clause
          7.8. ROSEMONT will, prior to supplying the Licensed Product to CYTOGEN
          for the first  time,  provide  to  CYTOGEN a copy of such  policy or a
          certificate  of insurance  evidencing  the required  coverage and will
          further  provide  CYTOGEN  with  evidence  from  time to time that the
          policy remains in force.


                                       14
<PAGE>


7.10      CYTOGEN  assumes all risk of loss and  indemnifies  and holds harmless
          ROSEMONT and SAVIENT from and against any and all Damages  directly or
          indirectly arising from or resulting from the storage,  transportation
          or distribution  of the Licensed  Product by CYTOGEN or its Affiliates
          or delegates which is not in accordance  with the directions  given to
          CYTOGEN  under  Clause  7.6 or  otherwise  as a  result  of the  gross
          negligence or wilful misconduct on the part of CYTOGEN, its Affiliates
          or delegates.

7.11      CYTOGEN  will  procure at its own expense  from a mutually  acceptable
          insurer,  and  maintain  in  full  force  and  effect  throughout  the
          continuance  of this  Agreement and for 5 years  thereafter,  products
          liability  insurance  with a single  limit  liability of not less than
          [**] per  claim  and in the  aggregate  for  bodily  injury,  death or
          property  damage,  insuring  ROSEMONT and its Affiliates and delegates
          from and against any and all Damages  directly or  indirectly  arising
          from or resulting  from the storage and  distribution  of the Licensed
          Product by  CYTOGEN or its  Affiliates  or  delegates  which is not in
          accordance with the written  directions  given to CYTOGEN under Clause
          7.6;  provided that this provision does not limit CYTOGEN'S  liability
          under  Clause  7.6.  CYTOGEN  will  provide to ROSEMONT a copy of such
          policy or a certificate of insurance  evidencing the required coverage
          and will further provide ROSEMONT with evidence from time to time that
          the policy remains in force.

7.12      The  parties   will   consult   from  time  to  time  on  the  Product
          Specifications during the continuance of this Agreement.  In the event
          that the parties agree to make changes to the Product  Specifications,
          and such changes are at the request of CYTOGEN,  then CYTOGEN shall be
          responsible  for and shall pay to  ROSEMONT  and  SAVIENT  any and all
          amounts incurred by ROSEMONT and SAVIENT  respectively in implementing
          a change to the Product  Specifications;  provided,  that ROSEMONT and
          SAVIENT provide such  documentation of their costs and expenses as may
          be  reasonably  requested  by  CYTOGEN;  and  provided  further,  that
          ROSEMONT  and  SAVIENT  will use  commercially  reasonable  efforts to
          minimize their costs associated with any Product Specification change.
          ROSEMONT and SAVIENT shall notify  CYTOGEN  before making any material
          changes in the Product  Specifications.  ROSEMONT  and  SAVIENT  shall
          promptly  notify  CYTOGEN of any  request  ROSEMONT  or SAVIENT (or an
          Affiliate) receives from the FDA to change the Product Specifications.
          CYTOGEN  retains  the  right  and  responsibility  for  final  written
          approval  of those  Product  Specifications  which  are  requested  by
          CYTOGEN and agreed to by ROSEMONT  and SAVIENT and that do not require
          FDA approval  prior to  implementation  by ROSEMONT  and  SAVIENT.  If
          ROSEMONT or SAVIENT (or an  Affiliate)  is required by the FDA to make
          any change to the Product  Specifications or manufacturing  procedures
          for a Licensed  Product,  SAVIENT  as the NDA  holder  shall (or shall
          cause its Affiliate to), at the expense of SAVIENT, file any amendment
          or  supplement  to the NDA  required to effect such  change.  ROSEMONT
          agrees to reimburse  CYTOGEN for the Finished  Product Price  actually
          paid for any Licensed  Product  inventory held by CYTOGEN that CYTOGEN
          is unable  to sell in the  ordinary  course as a direct  result of any
          change in Product Specifications that is not required by the FDA.

7.13      Notwithstanding  Clause 7.7, where any defect or  unsuitability in the
          Licensed  Product  arises either  partially or wholly as a result of a
          defect or  unsuitability  in raw  material  supplied  to ROSEMONT by a
          Third  Party,  ROSEMONT  will use best efforts to have the Third Party
          conform to any demands of the relevant regulatory authority concerning
          the  defect;  provided  that  ROSEMONT  remains  fully  liable for the
          proportion of Licensed  Product defects  directly  attributable to any
          such Third Party supplier.


                                       15
<PAGE>


8.        ADVERSE DRUG EVENTS

8.1       The  obligations  of the  parties for when an AE occurs are set out in
          the Technical Agreement.

9.        RECALLS

9.1.      If CYTOGEN determines that any quantity of the Licensed Product should
          be recalled for any reason,  CYTOGEN will give to ROSEMONT and SAVIENT
          written  notice of its  intention to recall that  quantity and specify
          its  reasons  for its  belief  that  there is a need to carry  out the
          recall; provided,  however, that CYTOGEN shall not initiate any recall
          pursuant to this Clause 9.1  without  the express  written  consent of
          SAVIENT; provided,  further, that if SAVIENT does not provide consent,
          and if CYTOGEN  has  reasonably  determined  in good  faith,  based on
          results  obtained from a mutually  reasonably  acceptable  independent
          laboratory  testing,  or  advice  of  mutually  reasonably  acceptable
          regulatory  consultant  or counsel,  that such recall is necessary for
          reasons  regarding  the  safety or  efficacy  of  Licensed  Product or
          potential  material  liability to Third Parties  arising in connection
          with the  Licensed  Product,  then  CYTOGEN  shall be excused from its
          distribution  obligations  set  forth  in the  Exclusive  Distribution
          Agreement.

9.2.      If within  [**] of the receipt of the notice the parties are unable to
          agree  upon the need to carry out the  recall,  the  parties  agree to
          submit a sample of the batch of the Licensed  Product in dispute to an
          Independent  Analyst for a report;  such report  shall be binding upon
          the Parties.  In the event that CYTOGEN  reasonably  believes that any
          batch of  Licensed  Product is out of Product  Specifications  or that
          there is otherwise any issues  relating to the quality of the Licensed
          Product,  CYTOGEN  shall so notify  SAVIENT and ROSEMONT in writing in
          accordance  with Clause 6;  anything to the contrary  notwithstanding,
          SAVIENT shall have sole authority pursuant to this Agreement to inform
          the FDA of any Field Alerts or any Licensed Product recalls; provided,
          that if  CYTOGEN  requests  a recall  but  SAVIENT  refuses  to do so,
          SAVIENT  shall  indemnify  CYTOGEN  for any product  liability  claims
          arising from or related to such failure to recall.

9.3.      The cost of the report of the Independent  Analyst will be paid by the
          party against which the report is unfavorable.

9.4.      Anything  to the  contrary  notwithstanding,  in the  event  that  the
          relevant  regulatory  authority  with the  requisite  legal  authority
          within the Territory orders a recall of the Licensed Product,  CYTOGEN
          shall recall that  quantity of Licensed  Product at any time after the
          effective issuance of such order by the relevant regulatory  authority
          in the Territory  according to the legal provisions  applicable in the
          Territory  and shall  administer  such recall in the  Territory  after
          having given ROSEMONT prompt written notice of its intention to do so.

9.5.      In the event that the reason for, and to the extent  that,  any recall
          of the Licensed  Product is that the Licensed Product does not conform
          with the Product Specifications due to shipping, storage, transport or
          method of  distribution  of the  Licensed  Product  by  CYTOGEN or its
          Affiliates or delegates  which is not in  accordance  with the written
          directions  given to CYTOGEN  under  Clause 7.6,  then CYTOGEN will be
          liable for the costs of the recall and any  replacement  quantities of
          the Licensed Product (except to the extent caused by any negligence or
          wilfull misconduct of ROSEMONT or its Affiliates).


                                       16
<PAGE>


9.6.      In the event that the reason for any recall of the Licensed Product is
          other than that  prescribed  in Clause 9.5,  ROSEMONT  will  reimburse
          CYTOGEN  for  all  reasonable  costs  and  expenses  of  such  recall,
          including  the  shipping  costs   actually   incurred  by  CYTOGEN  in
          transporting  those  quantities  of the  Licensed  Product  which  are
          recalled,  and will provide  replacement  quantities  of such recalled
          Licensed Product,  free of charge,  to CYTOGEN,  except if, and to the
          extent  that,  such  recall  is caused by any  negligence  or  willful
          misconduct of CYTOGEN or its  Affiliates and provided that payment has
          been received by ROSEMONT for such recalled Licensed Product.

9.7.      Except to the  extent  that the  applicable  legal  and/or  regulatory
          requirements  in the Territory  require  otherwise,  CYTOGEN shall not
          recall any Licensed Product where an Independent  Analyst has reported
          that the subject  Licensed  Product conforms to the Clauses 7.2(a) and
          7.2(b).

10.       INSPECTION OF THE PLANT AND OF THE WAREHOUSE

10.1      Not more often than [**], CYTOGEN,  or its authorized  representative,
          will have the  right,  at  CYTOGEN'S  sole cost and  expense  and upon
          giving   reasonable   notice   to   ROSEMONT,   to  visit   ROSEMONT'S
          manufacturing  plant or such part of it as is used for  production  of
          the Licensed  Product,  during normal business hours.  During any such
          visit, CYTOGEN will have the right to:

          (a)  inspect the manufacturing facilities;

          (b)  inspect quality control laboratories; and

          (c)  inspect records, reports and other documentation pertinent to the
               development,  manufacture  or transport  of the Licensed  Product
               (including  any  internal   quality  control  audits  or  reviews
               conducted by ROSEMONT or SAVIENT).

          Notwithstanding  anything to the contrary,  CYTOGEN or its  authorized
          representative,  will have the right to  conduct  more than [**] where
          additional  inspection is necessary (i) due to the receipt by ROSEMONT
          of any communication from a relevant regulatory authority  threatening
          supply of the Licensed Product as a result of compliance  deficiencies
          at the manufacturing  facilities,  or (ii) if ROSEMONT was found to be
          in material  non-compliance  of this Agreement in the last  inspection
          where such  non-compliance  relates to the manufacture of the Licensed
          Product.

10.2      ROSEMONT  will  permit  the  inspection  by  any  relevant  regulatory
          authority  of the  Territory  which  is  required  as part of the NDA,
          including the inspection of:

          (a)  the manufacturing facilities;

          (b)  quality control laboratories; and

          (c)  records and reports  pertinent to the  development,  manufacture,
               transport or pharmacovigilance of the Licensed Products.

          In the event of such inspection by any relevant  regulatory  authority
          of the  Territory,  ROSEMONT will (i) provide prompt notice to CYTOGEN
          of  the  occurrence  of  the  inspection  (ii)  use  its  commercially
          reasonable  efforts to ensure that CYTOGEN  shall have the right to be
          present during such  inspection and (iii) promptly  provide  CYTOGEN


                                       17
<PAGE>


          a copy  of any  report  issued  by  such  regulatory  authority  as it
          pertains to the Licensed Product and any responses thereto supplied by
          ROSEMONT.

10.3      If in the  manufacture  of the  Licensed  Product  ROSEMONT  uses  raw
          material  supplied from a Third Party,  ROSEMONT will use commercially
          reasonable  efforts to procure  the  agreement  of that Third Party to
          permit the  inspection  by any  relevant  regulatory  authority of the
          Territory,  which  is  required  as part  of the  NDA,  including  the
          inspection of the Third Party's:

          (a)  manufacturing facilities;

          (b)  quality control procedures; and

          (c)  records and reports pertinent to the development,  manufacture or
               transport of the Licensed Products.

          In the event of such inspection by any relevant  regulatory  authority
          of the Territory,  ROSEMONT will (i) use its  commercially  reasonable
          efforts  to ensure  that  CYTOGEN  shall  have the right to be present
          during such inspection or (ii) promptly  provide CYTOGEN a copy of any
          report  issued by such  regulatory  authority  as it  pertains  to the
          Licensed Product.

10.4      ROSEMONT  covenants  that it will (a) ensure that for the  duration of
          the Agreement,  its manufacturing  facilities for the Licensed Product
          comply with the regulatory  requirements  for the NDA of the Territory
          and GMP of the Territory, (b) maintain all regulatory and governmental
          permits,  licenses and approvals  that may be necessary to manufacture
          and ship the Licensed  Product,  (c) advise CYTOGEN of any information
          actually received from a relevant regulatory  authority which directly
          relates to its manufacturing  activities of the Licensed Product,  and
          (d)  provide  to  CYTOGEN  any  information  reasonably  requested  by
          CYTOGEN,  in  connection  with  manufacture  of the Licensed  Product,
          provided that such  information is consistent  with the rights granted
          to CYTOGEN  herein.  ROSEMONT  shall  promptly  advise  CYTOGEN of any
          requests by any relevant  regulatory  authority for inspections of any
          manufacturing/processing  facilities as such inspection relates to the
          Licensed Product.

10.5      Not more often than [**]  ROSEMONT or its  authorized  representative,
          will  have the  right,  at its  sole  cost and  expense,  upon  giving
          reasonable notice to CYTOGEN,  to visit CYTOGEN'S  appointed warehouse
          or such  part of it as is used for  storage  of the  Licensed  Product
          during normal  business  hours.  During any such visit,  ROSEMONT will
          have the right to:

          (a)  inspect the storage facilities;

          (b)  inspect storage procedures; and

          (c)  inspect  records  and  reports  pertinent  to the  storage of the
               Licensed Product.

          The foregoing  notwithstanding,  in the event that ROSEMONT shall have
          reasonable  grounds to believe that any storage condition  relating to
          the  specifications  contained in the NDA for the Licensed  Product is
          not being  complied with then ROSEMONT may request,  and CYTOGEN shall
          grant, an additional inspection upon reasonable prior notice.


                                       18
<PAGE>


11.       INTELLECTUAL PROPERTY

11.1      The  parties  acknowledge  and agree that  SAVIENT is the owner of all
          Intellectual  Property  Rights in the Territory as they pertain to the
          Licensed  Product and that  SAVIENT has granted to ROSEMONT all rights
          which are necessary in order to allow ROSEMONT to  manufacture,  sell,
          distribute   and  otherwise   dispose  of  the  Licensed   Product  as
          contemplated in this Agreement.

11.2      The parties  acknowledge  and agree that  CYTOGEN has entered  into an
          Exclusive Distribution Agreement with SAVIENT which agreement provides
          CYTOGEN with an exclusive right to import,  promote,  market,  detail,
          sell, offer to sell,  distribute and otherwise dispose of the Licensed
          Product in the Territory.

12.       CONFIDENTIALITY

12.1      During  the  Term,  and  for  a  period  of  [**]  thereafter,  unless
          specifically authorized by the other party or by this Agreement,  each
          party  (the   "RECEIVING   PARTY")   shall   maintain  in   confidence
          Confidential  Information of the other party (the "DISCLOSING  PARTY")
          to the same extent and with the same  degree of care as the  Receiving
          Party  maintains its own  proprietary  information of similar kind and
          value (but at a minimum each party shall use  commercially  reasonable
          efforts) and will not:

          (a)  disclose any Confidential  Information of the Disclosing Party to
               a Third Party  without prior  written  consent of the  Disclosing
               Party,  except for  disclosures  made in  confidence to any Third
               Party;

          (b)  make use, or make (or allow anyone else to make)  copies,  of any
               Confidential  Information of the Disclosing Party for any purpose
               other than for the purposes set forth in this Agreement; or

          (c)  disclose to the Receiving Party nor induce the Receiving Party to
               use any secret or Confidential  Information  belonging to a Third
               Party.

12.2      The Receiving Party will:

          (a)  use its best endeavors to prevent unauthorized  disclosure of the
               Confidential   Information  of  the   Disclosing   Party  by  its
               employees; and

          (b)  restrict the  disclosure of the  Confidential  Information of the
               Disclosing  Party to only those of its  employees or employees of
               its   Affiliates  or  delegates  who  require  the   Confidential
               Information   for  the  purposes  of   fulfilling   that  party's
               obligations  under this  Agreement  and where such  employees are
               subject  to  a  confidentiality  agreement  with  terms  no  less
               restrictive  than  those set  forth  herein  and to the  relevant
               regulatory authority in the Territory.

12.3      Subject  to Clause  12.4,  all  Confidential  Information,  whether in
          permanent or  magnetic/computer  disk form or any other form,  will be
          returned  to the  party who  disclosed  the  Confidential  Information
          within thirty (30) days of being requested to do so.

12.4      Each party may:


                                       19
<PAGE>


          (a)  disclose the  Confidential  Information to its board of directors
               and   professional   advisors   (such  as  legal   advisers   and
               accountants) bound by a duty of confidentiality;

          (b)  retain one copy of such of the Confidential Information to ensure
               compliance with the terms of this Agreement; and

          (c)  disclose  Confidential  Information  to potential  collaborators,
               acquirers or merger  candidates,  provided such disclosure occurs
               pursuant  to a  confidentiality  agreement  with  terms  no  less
               restrictive than those set forth herein.

12.5      Except as may be required by applicable laws,  neither party will make
          any public  announcement of any  information  regarding this Agreement
          without  the  prior  written  approval  of the other  party.  Once any
          written  statement  is  approved  for  disclosure  by the  parties  or
          information is otherwise made public in accordance  with the preceding
          sentence,  either party may make a subsequent public disclosure of the
          contents  of such  statement  without  further  approval  of the other
          party.

12.6      The terms of this Agreement shall be Confidential  Information of each
          party and, as such,  shall be subject to the provisions of this Clause
          12.

12.7      The  obligations  and  prohibitions  contained in this Clause 12 shall
          survive the  expiration or  termination of this Agreement as set forth
          in Clause 12.1, supra.

12.8      Upon  expiration or  termination of this  Agreement,  each party shall
          return  or  destroy  all  copies  of the  other  party's  Confidential
          Information,  and  certify  to the other  party that all copies of the
          other  party's   Confidential   Information   have  been  returned  or
          destroyed, except for the purpose of Clause 12.4(b).

13.       REPRESENTATIONS AND WARRANTIES

13.1      ROSEMONT represents and warrants to CYTOGEN that:

          (a)  ROSEMONT has provided and shall  provide to CYTOGEN all pertinent
               information in its possession relative to physical, environmental
               and human health hazards involving the Licensed Product; and

          (b)  The ownership and operation of the ROSEMONT's processing facility
               shall be in  material  compliance  with cGMPs and all  applicable
               laws, and any further  formulating,  manufacturing,  packaging or
               other standards  agreed in writing by the parties,  and all waste
               generated  in  connection  with the  manufacture  of the Licensed
               Product  shall be disposed of in accordance  with all  applicable
               laws.

13.2      Each party hereto represents and warrants to the other party as of the
          Effective Date that:

          (a)  It has full  corporate  right,  power and authority to enter into
               this  Agreement and to perform its respective  obligations  under
               this Agreement;

          (b)  The  execution  and delivery of this  Agreement by such party and
               the performance of such party's obligations  hereunder (a) do not
               conflict with or violate any  requirement  of applicable  laws or
               regulations existing as of the Effective Date


                                       20
<PAGE>


               and  applicable  to  such  party  and (b) do not  conflict  with,
               violate,  breach  or  constitute  a  default  under,  and are not
               prohibited  or   materially   restricted   by,  any   contractual
               obligations of such party or any of its Affiliates existing as of
               the Effective Date;

          (c)  Such party is duly authorized, by all requisite corporate action,
               to execute and deliver this Agreement and the execution, delivery
               and  performance of this Agreement by such party does not require
               any shareholder  action or approval or the approval or consent of
               any Third  Party,  and the person  executing  this  Agreement  on
               behalf of such party is duly authorized to do so by all requisite
               corporate action; and

          (d)  Each party  represents and warrants to the other that none of its
               employees, officers, directors, or agents has been: (i) debarred,
               or convicted of a crime for which a person can be debarred  under
               the  Act,  or  (ii)  knowingly   threatened   with  debarment  or
               indictment  for  such a crime.  If any  debarment  or  conviction
               occurs  while this  Agreement  is in force and  effect,  then the
               party involved with such  debarment or conviction  shall promptly
               provide written notification to the other party.

14.       TERMINATION

14.1      Each Party (the "Non-Breaching  Party") shall be entitled to terminate
          this  Agreement by written  notice to the other Party (the  "Breaching
          Party") in the event that the Breaching  Party is in default of any of
          its material  obligations  hereunder  and fails to remedy such default
          within  [**] (or, in the case of payment  defaults,  within [**] after
          provision of written notice thereof by the  Non-Breaching  Party.  The
          effective date of  termination  under this Clause 13 for an unremedied
          breach of a  material  obligation  shall be the date [**] (or,  in the
          case of an unremedied payment default, [**] after provision of written
          notice thereof by the Non-Breaching Party.

14.2      Either party may terminate  this  Agreement upon written notice to the
          other  party (with such  termination  effective  upon  receipt of such
          written notice) if:

          (a)  the other party applies for, or consents to, the appointment of a
               receiver,   custodian,   trustee  or   liquidator  of  all  or  a
               substantial  part  of its  business  or  assets,  or a  receiver,
               custodian,  trustee or liquidator of all or a substantial part of
               its  business  or  assets  is  actually  appointed  by a court of
               competent jurisdiction;

          (b)  the other party makes a general assignment for the benefit of its
               creditors;

          (c)  CYTOGEN  commences  a  voluntary  case  under the  United  States
               Bankruptcy Code, as now or hereinafter in effect (the "Bankruptcy
               Code"),  or fails to controvert in a timely manner, or acquiesces
               to, any petition  filed against it in an  involuntary  case under
               the  Bankruptcy  Code or if  ROSEMONT  shall  take or  submit  to
               substantially  equivalent  action in accordance  with the laws of
               the United Kingdom;

          (d)  the other party files a petition seeking to take advantage of any
               law   relating   to   bankruptcy,   insolvency,   reorganization,
               winding-up, or composition or readjustment of debts; or


                                       21
<PAGE>


          (e)  a proceeding  or case is  commenced  against the other party in a
               court  of  competent  jurisdiction,  seeking  the  other  party's
               liquidation,  reorganization,  dissolution or winding-up,  or the
               composition or readjustment of its debts, or similar relief under
               the Bankruptcy Code or with the substantially  equivalent laws of
               the United Kingdom.

14.3      Notwithstanding  anything to the contrary contained in this Agreement,
          in the  event  a  force  majeure  event  shall  have  occurred  and be
          continuing  for one hundred and eighty  (180)  consecutive  days,  the
          party not  suffering  such force  majeure  event  shall be entitled to
          terminate this Agreement effective  immediately upon written notice to
          the party suffering such force majeure event.

14.4      CYTOGEN may terminate  this  Agreement in its entirety,  (a) upon [**]
          written notice,  if the Licensed  Product is withdrawn from the market
          or recalled in the Territory for safety reasons,  and has been off the
          market  for at least  [**],  and the  parties  agree  that there is no
          reasonable prospect for the reintroduction of the Licensed Product.

14.5      Except as set forth in  Clauses  14.6 and 14.7,  in the event that the
          Exclusive   Distribution  Agreement  is  terminated  by  either  party
          thereto,  and such  termination  is in  accordance  with the terms and
          conditions therein contained,  then this Agreement shall be terminated
          upon the same  date  which the  Exclusive  Distribution  Agreement  is
          terminated  without the requirement of any further notice or action on
          behalf of the terminating Party.

14.6      Upon  expiration or termination of this Agreement due to reasons other
          than a material  breach by  CYTOGEN,  CYTOGEN may  continue  using the
          licenses  granted  hereunder  and  under  the  Exclusive  Distribution
          Agreement  to market  and sell all  Licensed  Product  which are fully
          manufactured  and in CYTOGEN  (including  its  Affiliates)  and/or its
          sublicensees'  inventory at the date of such expiry or termination for
          a period of time not to exceed  [**] from such  expiry or  termination
          date.

14.7      Upon  termination  of  this  Agreement  due to a  material  breach  by
          CYTOGEN, at ROSEMONT's or SAVIENT's sole discretion, SAVIENT may offer
          to purchase all or part of CYTOGEN's  remaining  inventory of Licensed
          Product at for an amount equal to the Finished  Product Price actually
          paid by CYTOGEN;  provided,  however, that if ROSEMONT or SAVIENT does
          not purchase  CYTOGEN's  inventory,  then  ROSEMONT and SAVIENT  shall
          grant CYTOGEN a license to continue selling the Licensed Product for a
          period  of time not to  exceed  [**]  after  termination,  subject  to
          ROSEMONT'S  receipt of royalty  payments for such sales in  accordance
          with Clause 4.4 herein.

15.       ARBITRATION

15.1      Except as expressly provided herein, any claim, dispute or controversy
          arising out of or in connection  with or relating to this Agreement or
          the breach or alleged breach thereof shall be submitted by the parties
          to binding arbitration by the American Arbitration Association ("AAA")
          with such arbitration  taking place in New Jersey under the commercial
          rules then in effect for that AAA except as provided herein.

          (a)  All proceedings shall be held in English and a transcribed record
               prepared in English.

          (b)  The parties shall choose,  by mutual  agreement,  one  arbitrator
               within  thirty  (30) days of  receipt  of notice of the intent to
               arbitrate.  If the issues in dispute involve


                                       22
<PAGE>


               scientific or technical matters,  any arbitrator chosen hereunder
               shall have educational  training and/or experience  sufficient to
               demonstrate  a  reasonable  level of  knowledge  in the  field of
               biotechnology.  If no  arbitrator  is appointed  within the times
               herein  provided or any extension of time that is mutually agreed
               on, the AAA shall make such  appointment  within thirty (30) days
               of such failure.

          (c)  The award  rendered  by the  arbitrator  shall  include  costs of
               arbitration,  reasonable attorneys' fees and reasonable costs for
               expert and other  witnesses,  and  judgment  on such award may be
               entered in any court having jurisdiction thereof.

          (d)  Judgment on the award  rendered by the  arbitrator may be entered
               in any court having jurisdiction thereof. Absent the filing of an
               application  to  correct  or  vacate  the  arbitration  award  as
               permitted by  applicable  law, each party shall fully perform and
               satisfy  the  arbitration  award  within  thirty (30) days of the
               service of the award.

15.2      By  agreeing  to  this  binding  arbitration  provision,  the  parties
          understand that they are waiving certain rights and protections  which
          may  otherwise  be  available  if a dispute  between the parties  were
          determined by litigation in court, including,  without limitation, the
          right to seek or obtain  certain  types of damages  precluded  by this
          provision,  the right to a jury trial, certain rights of appeal, and a
          right to invoke formal rules of procedure and evidence.

15.3      Nothing in this Agreement  shall be deemed as preventing  either party
          from seeking injunctive relief (or any other provisional  remedy) from
          any court having  jurisdiction over the parties and the subject matter
          of  the  dispute  as  necessary  to  protect   either   party's  name,
          proprietary  information,   trade  secrets,   know-how  or  any  other
          proprietary right.

16.       FORCE MAJEURE

16.1      Notwithstanding  any other provision of this Agreement,  neither party
          will be  deemed to be in breach of this  Agreement,  or  otherwise  be
          liable  to  the  other,  for  any  delay  in the  performance,  or the
          non-performance of any of its obligations under this Agreement, to the
          extent that the delay or non-performance is outside the control of the
          parties including acts of God, fires, floods,  extreme drought,  riot,
          war,   embargoes,   government  actions  or  government   restrictions
          affecting production,  Formulation and/or registration of the Licensed
          Product   (including   legislation    specifically   prohibiting   the
          importation,  marketing  or sale by anyone of the  chemical  compounds
          constituting the Licensed  Product) in the Territory or in the country
          of  manufacture  of  the  Licensed  Product,   and  the  circumstances
          constituting  the force  majeure  were  notified to the other party as
          soon as possible  thereafter.  The party subject to force majeure will
          take  all   reasonable   steps   within  its  power  to  resolve   the
          circumstances constituting force majeure as soon as possible.

          Subject to Clause 14.3,  CYTOGEN will not be deemed to be in breach of
          this Agreement,  or otherwise be liable to ROSEMONT,  for any delay in
          the  performance,  or the  non-performance  of any of its  obligations
          under this Agreement, arising from any dispute or litigation initiated
          in the  Territory  which may result in the  prevention of the storage,
          promotion, sale and distribution of the Licensed Product by CYTOGEN in
          the  Territory,  and these  circumstances  were  notified to ROSEMONT.
          Anything to the


                                       23
<PAGE>


          contrary  notwithstanding,  the non-payment of undisputed  monies owed
          pursuant to this Agreement,  for whatever reason, shall not constitute
          a force majeure.

17.       NOTICES

17.1      Any notice given under this  Agreement  must be in writing and will be
          deemed  duly given or made if given to a party  personally  or sent by
          registered post or facsimile to the address or facsimile  number shown
          below:

          CYTOGEN Corporation
          Attn: Chief Executive Officer
          650 College Road East, Suite 3100
          Princeton, New Jersey 08540

                  With a copy to:
                  Morgan, Lewis & Bockius LLP
                  Attention:  Randall B. Sunberg, Esq.
                  502 Carnegie Center
                  Princeton, New Jersey 08540

          and

          ROSEMONT Pharmaceuticals Limited
          Attn: Managing Director
          ROSEMONT House
          Yorkdale Industrial Park
          Braithwaite Street
          Leeds UK LS11 9XE
          Facsimile number: +44 113 246 0738

                  With a copy to:
                  SAVIENT Pharmaceuticals, Inc.
                  Attention:  General Counsel
                  One Tower Center, 14th floor
                  East Brunswick, New Jersey 08816

17.2      Either  party may  change  its  address  or  facsimile  number for the
          purpose of this  Agreement by giving notice of the change to the other
          party.

17.3      A notice  will be deemed to be  received  by a party in the  following
          circumstances:

          (a)  The  elapse  of 24  hours  from the  dispatch  of the  notice  by
               facsimile  transmission,  where the transmission  report confirms
               that the notice has been dispatched  without a transmission error
               to the correct facsimile number;

          (b)  The elapse of 3 business  days from the dispatch of the notice by
               mail to a destination within the same jurisdiction; and

          (c)  The elapse of 7 business  days from the dispatch of the notice by
               mail to a destination outside the jurisdiction.


                                       24
<PAGE>


18.       PROPER LAW AND COURT OF JURISDICTION

18.1      This Agreement  shall be governed by and construed in accordance  with
          the laws of the State of New Jersey without regard to any conflicts of
          law principles.

18.2      Subject  always to Clause  15.1 of this  Agreement  the  courts in the
          State of New Jersey shall have exclusive  jurisdiction  in relation to
          all disputes between the parties hereto based on or in connection with
          this Agreement.

19.       ASSIGNMENT

19.1      Neither party may assign or transfer this agreement  without the prior
          written  consent  of  the  other  party  which  consent  shall  not be
          unreasonably withheld; provided, however, that either party may assign
          this Agreement,  in whole or in part, to any of its Affiliates if such
          party  guarantees the performance of this Agreement by such Affiliate;
          and provided further, that either party may assign this Agreement to a
          successor  to all or  substantially  all of the  assets of such  party
          whether  by  merger,  sale of stock,  sale of assets or other  similar
          transaction.  This Agreement shall be binding upon, and subject to the
          terms of the foregoing  sentence,  inure to the benefit of the parties
          hereto, their permitted successors, legal representatives and assigns.

20.       SUCCESSION

20.1      A  reference  to a  party  to this  Agreement  includes  that  party's
          successors and permitted assigns.

21.       RELATIONSHIP OF THE PARTIES

21.1      Nothing  in  this  Agreement  is  intended  or will  be  construed  as
          constituting  a  partnership,  agency  or joint  venture  relationship
          between the parties.  All activities by the parties  hereunder will be
          performed by them as independent contractors.

          The  parties  agree  that  performance  of any  or  all  of a  party's
          obligations  or the  exercise of any or all of a party's  rights under
          this  Agreement may be delegated to  Affiliates  and delegates of that
          party.  However,  such  delegation  will not derogate from each of the
          party's obligations or rights under the Agreement.

22.       ENTIRE AGREEMENT

22.1      This  Agreement   (including  every  Schedule  and  Exhibit  thereto),
          together with the Exclusive Distribution Agreement,  and the Technical
          Agreement,  contain the entire  agreement  between  the  parties  with
          respect to its  subject  matter  and  supersedes  any prior  agreement
          between the parties concerning the Confidential Information.

23.       VARIATION

23.1      A variation of this  Agreement is of no force and effect  unless it is
          in writing and signed by the parties.

24.       WAIVER


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<PAGE>


24.1      Waiver by either party of a breach of, or failure to comply with, this
          Agreement  by the other party is of no effect  unless it is in writing
          and signed by or on behalf of the first mentioned party.

25.       SEVERANCE

25.1      In the event that any term or provision of this  Agreement can sustain
          two (2) or more interpretations,  one (1) of which results in the term
          or provision being valid, legal or enforceable, that term or provision
          will be given that interpretation  rather than an interpretation which
          would or be likely to result in the term or provision  being  invalid,
          illegal or unenforceable.

25.2      If any term or provision of this Agreement is to any extent held to be
          invalid,  illegal  or  unenforceable,   the  validity,  legality,  and
          enforceability   of  the  remaining   terms  or  provisions  (and  any
          Application  of the said terms or  provisions)  will not in any way be
          affected or impaired.

25.3      In the event that any term or  provision  of this  Agreement is to any
          extent held to be invalid, illegal or unenforceable,  the parties will
          negotiate  in good faith and,  if legally  possible,  will agree on an
          alternate term or provision having regard to the original intention of
          the parties.

25.4      The  parties  agree  that  the  terms  of  this  Agreement  have  been
          negotiated at arms length by sophisticated  bargaining parties and, as
          such,  no  term  shall  be  construed  against  the  drafter  of  this
          Agreement.

26.       FURTHER ASSURANCES

26.1      The  parties  agree  to  reasonably   cooperate  with  each  other  in
          connection  with  any  actions  required  to be taken as part of their
          respective obligations under this Agreement,  and shall (a) furnish to
          each other such further  information;  (b) execute and deliver to each
          other  such  other  documents;  and (c) do such  other acts and things
          (including   working   collaboratively   to  correct   any   clerical,
          typographical,  or other similar errors in this Agreement), all as the
          other party may reasonably request for the purpose of carrying out the
          intent of this Agreement.

27.       NO IMPLIED LICENSES

27.1      Except as expressly  provided  herein,  no right or license  under any
          patent  application,  issued  patent,  trademark,  know-how  or  other
          proprietary   information  is  granted,   or  shall  be  granted,   by
          implication.

28.       EXPENSES

28.1      Except as otherwise  expressly provided in this Agreement,  each party
          shall pay its own expenses and costs  incidental to the preparation of
          this   Agreement  and  to  the   consummation   of  the   transactions
          contemplated hereby.


                                       26
<PAGE>


29.       EXECUTION

29.1      This  Agreement  may be executed in  counterparts,  all of which taken
          together shall be regarded as one and the same instrument.  Signatures
          provided  by  facsimile  transmission  shall be deemed to be  original
          signatures.

      [Remainder of Page Intentionally Left Blank; Signature Page Follows]









                                       27
<PAGE>


IN WITNESS  WHEREOF the parties have caused this agreement to be signed by their
duly authorized representatives as of the Effective Date.


SIGNED by Neil Salvin                    /s/ Neil Salvin
Finance Director                         ---------------------------------------
for and on behalf of ROSEMONT PHARMACEUTICALS LIMITED

Date:                                    April 21, 2006
                                         ---------------------------------------


SIGNED by Paul Hamelin                   /s/ Paul Hamelin
Managing Director                        ---------------------------------------
for and on behalf of ROSEMONT PHARMACEUTICALS LIMITED

Date:                                    April 21, 2006
                                         ---------------------------------------

SIGNED by William Thomas                 /s/ William Thomas
Senior Vice President & General Counsel  ---------------------------------------
For and on behalf of CYTOGEN CORPORATION

Date:                                    April 21, 2006
                                         ---------------------------------------

SIGNED by Philip K. Yachmetz             /s/ Philip K. Yachmetz
Executive Vice President &               ---------------------------------------
Chief Business Officer
For and on behalf of SAVIENT PHARMACEUTICALS, INC.

Date:                                    April 21, 2006
                                         ---------------------------------------




                                       28
<PAGE>


                                   SCHEDULE 1


                Specification for the Licensed Product at Release
                -------------------------------------------------

[**]












                                       29
<PAGE>


                                   SCHEDULE 2


LICENSED PRODUCT COST OF $[**]

Assumptions:
-----------

[**]

ADDITIONAL INFO

[**]










                                       30
<PAGE>


                                   SCHEDULE 3

The nominal batch size for the Licensed Product shall be [**].











                                       31