CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH

       THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


                             MANUFACTURING AGREEMENT

     MANUFACTURING  AGREEMENT,  dated September 29, 2006, by and between CYTOGEN
CORPORATION,  a Delaware  corporation  ("Cytogen") and LAUREATE PHARMA,  INC., a
Delaware corporation ("Laureate").

                              W I T N E S S E T H :
                              _ _ _ _ _ _ _ _ _ _

     WHEREAS,  Cytogen  wishes to engage the  services  of  Laureate  to produce
Filled   ProstaScint   Product  and  Filled  Sodium  Acetate  Product  (each  as
hereinafter defined) in accordance with the provisions hereof.

     NOW, THEREFORE, it is agreed as follows:

     1.   Definitions.  The following terms shall have the meanings specified in
          -----------
this paragraph 1. Other terms are defined in this Agreement and, throughout this
Agreement, those terms shall have the meanings respectively ascribed to them.

          (a)  "Affiliate"  means,  with respect to a party,  any  individual or
entity which  controls,  is controlled  by or is under common  control with such
party.  For  purposes of this  definition,  "control"  means an equity or income
interest  of fifty  percent  (50%) or more in, or the  possession,  directly  or
indirectly, of the power to cause the direction of the management, activities or
policies of such  individual or entity,  whether through the ownership of voting
securities or other equity interest, by contract or otherwise.


<PAGE>


          (b)  "Batch" means (i) with respect to CYT-351,  the specific quantity
of CYT-351 which is produced as a result of the  performance of [**];  (ii) with
respect to CYT-356,  the specific quantity of CYT-356 which is produced from the
conjugation of a Batch of CYT-351, or the conjugation of a specified  identified
portion of a Batch of CYT-351 or the conjugation of combined batches of CYT-351;
and (iii) with respect to sodium acetate buffer solution,  the specific quantity
of  sodium  acetate  buffer  solution  produced  during  the  course of a single
manufacturing run.

          (c)  "Bulk Sodium Acetate"  means sodium acetate prior to being filled
into vials.

          (d)  "Cytogen  SOPs"  means  Cytogen's   written  standard   operating
procedures to be utilized in connection  with the  manufacture,  production  and
in-process release testing of CYT-351,  CYT-356,  Filled ProstaScint Product and
Filled Acetate Product, true and complete copies of which have been delivered to
Laureate.

          (e)  "Cytogen  Supplied  Materials"  means (i) the  CYT-351 [**]  Cell
Line,  (ii)  [**]  linker  chelator,  and  (iii)   Product-Dedicated   Equipment
chromatography  columns,  multi-use resins and filtration cassettes,  components
and supplies, required in connection with the production by Laureate of CYT-351,
Filled  ProstaScint  Product  or Filled  Sodium  Acetate  Product,  provided  at
Cytogen's sole cost and expense.

          (f)  "CYT-351" means  the  monoclonal  antibody  intermediate  product
which is used in manufacturing ProstaScint.

          (g)  "CYT-356" means the  immunoconjugated form of CYT-351  (sometimes
referred to in the course of manufacture  and  production of Filled  ProstaScint
Product as bulk ProstaScint).


                                       2
<PAGE>


          (h)  "Facility" means  Laureate's  manufacturing  and filling premises
located in Princeton, New Jersey.

          (i)  "FDA"  means the United States Food and Drug  Administration  and
shall include any division or center thereof.

          (j)  "Filled  Sodium  Acetate  Product" means vials filled with sodium
acetate  solution from an  identified  Lot which are in a form ready for release
and shipment from the Facility.

          (k)  "Filled ProstaScint  Product" means the vials filled with CYT-356
from an  identified  Lot which are in a form ready for release and shipment from
the Facility.

          (l)  "cGMP"  means  current  Good  Manufacturing   Practices  for  the
manufacture and testing of pharmaceutical materials, as specified in the Code of
Federal  Regulations and associated  regulatory  agency  guidelines as currently
interpreted and practiced by Laureate at the Facility.

          (m)  "Hollow-Fiber Bioreactor Run" means cells grown for approximately
[**] in the [**] bioreactor using a [**].

          (n)  "Incoming Acceptance  Tests" means,  with respect to each Cytogen
Supplied  Material,  the  analysis  or testing  thereof  supplied to Laureate by
Cytogen  pursuant to  paragraph  6(b) hereof and to be  performed by Laureate in
order to determine  whether or not such Cytogen Supplied Product conforms to the
applicable approved Specifications.

          (o)  "Laureate  SOPs"  means  Laureate's  written  standard  operation
procedures utilized by Laureate in connection with its operational activities at
the Facility.


                                       3
<PAGE>


          (p)  "Lot" means a  Batch or a specific identified  portion of a Batch
of CYT-351,  CYT-356 or sodium acetate, as applicable,  which is produced in the
course of Laureate's performance of a single manufacturing production run.

          (q)  "Manufacturing  Procedures"  means  the  activities,   processes,
procedures,  instructions  and batch  records  provided  to  Laureate by Cytogen
pursuant  to  paragraph  6(a)  hereof  and to be  utilized  by  Laureate  in the
production of CYT-351,  CYT-356,  Filled  ProstaScint  Product and Filled Sodium
Acetate Product.

          (r)  "Product Dedicated Equipment" shall mean columns,  certain filter
housings and filling  components,  as specified in the  Specifications,  Cytogen
SOPs, Laureate SOPs, or Manufacturing Procedures,  as applicable,  that are only
used in the Manufacturing Procedures.

          (s)  "Production   Campaign"  shall   mean:  (i)   [**]   Hollow-Fiber
Bioreactor Runs, for convenience  labeled runs [**], with the runs being done in
[**], such that [**] would be staggered approximately [**] apart; (ii) [**], the
combination of the [**] Hollow-Fiber Bioreactor Runs, to generate CYT-351; (iii)
a total of up to [**] of the  CYT-351 to  generate  [**] of  CYT-356.  Only [**]
would be carried out in this initial  campaign.  The remaining  CYT-351 shall be
stored by  Laureate up to [**] or until  Cytogen  requests  that this  remaining
CYT-351 be  conjugated;  (iv) a total of up to [**] of  conjugated  antibody  in
vials,  approximately  [**]; and (v) up to [**] sodium acetate fills,  each fill
utilizing a volume of sodium acetate  buffer  solution as specified in the Batch
Record  including  all Services  required to supply  Cytogen with Filled  Sodium
Acetate Product.


                                       4
<PAGE>


          (t)  "ProstaScint" means the compound capromab pendetide formulated by
conjugating the murine monoclonal antibody CYT-351 to the [**].

          (u)  "Quality Agreement"  means a detailed  agreement  specifying  the
quality and regulatory  procedures and responsibilities of the parties hereunder
with respect to the production of bulk CYT-351,  CYT-356,  Bulk Sodium  Acetate,
Filled  ProstaScint  Products and Filled Sodium  Acetate  Products to be entered
into contemporaneously with, or shortly after, this Agreement.

          (v)  "Services"  means the  activities  undertaken  by Laureate in the
course of  Laureate's  performance  of the  Production  Campaign and  associated
activities and testing, or any part thereof.

          (w)  "Specifications"  means Cytogen's  approved  specifications  with
respect  to  CYT-351,   CYT-356,  Bulk  Sodium  Acetate,  the  Cytogen  Supplied
Materials,  Filled  ProstaScint  Product and Filled Sodium Acetate  Product,  as
applicable,  provided to  Laureate.  Specifications  may be amended from time to
time by mutual written agreement of Laureate and Cytogen subject to the approval
by the FDA of each amendment, if necessary.

     2.   Commencement; Orders;  Options;  Expiration.  (a) This Agreement shall
          -------------------------------------------
commence  on the date  hereof.

          (b)  Cytogen hereby orders from  Laureate the Services  required to be
performed by Laureate in connection  with  Laureate's  conduct of the Production
Campaign.

          (c)  Subject to the provisions hereof,  this Agreement shall expire on
such date as when  Laureate has completed  the  Production  Campaign for [**] of
conjugated  antibody and the Filled  ProstaScint  Product and the Sodium Acetate
Product resulting therefrom


                                       5
<PAGE>


have been  shipped  from the Facility in  accordance  with  paragraph 10 hereof,
subject to release by Cytogen of the Filled  ProstaScint  Product and the Filled
Sodium Acetate  Product in accordance  with the terms of the Quality  Agreement.
The parties  anticipate that the initiation of  Hollow-Fiber  Bioreactor Runs in
the  Production  Campaign  on or about  [**]  with  completion  of  Hollow-Fiber
Bioreactor Runs on or before [**] and  purification,  conjugation and filling of
the resulting material in [**].

     3.   Consideration and Payment.  In consideration of Laureate's performance
          -------------------------
of Services  hereunder,  Cytogen agrees to pay to Laureate the  development  and
service fees listed in Appendix 1 (the "Service Fees") to perform the Production
Campaign  and  Services.  Customer  shall  pay  Laureate  the  Service  Fees  in
accordance  with the payment  schedule  set forth in Appendix 1.  Laureate  will
invoice the Customer for Product-Dedicated  Equipment,  resins and supplies that
Laureate purchases for the Production  Campaign.  An administrative fee equal to
[**] of Laureate's actual cost of such materials and equipment purchased for the
Production  Campaign will be added to the invoices.  Payments and non-refundable
deposits  are due [**] days from the date of  invoice,  except  that the Service
Fees'  payments are due at the times  indicated in Appendix 1. Late payments are
subject to an interest charge of [**].

     4.   Liquidated Damages.  For purchase  orders  received  after November 1,
          ------------------
2006, in the event  Cytogen  cancels an order for [**]  Hollow-Fiber  Bioreactor
Runs,  Cytogen  agrees to pay Laureate  liquidated  damages of $500,000  payable
within [**] of cancellation.

     5.   Performance of Services; Other  Assistance; FDA Fees. (a) All Services
          ----------------------------------------------------
shall be  performed  by Laureate at  Laureate's  facility  in  Princeton,  NJ in
accordance with the Quality Agreement.


                                       6
<PAGE>


          (b)  Any FDA fee with respect to the  licensing of facilities at which
commercial manufacture of Cytogen marketed  pharmaceutical products occurs shall
be  borne  and  paid  for  by  Cytogen   ("Establishment  Fee").  Laureate  will
immediately   inform   Cytogen  of  any  and  all  FDA   approved  and  marketed
pharmaceutical  products  manufactured  by Laureate in the  Facility for a third
party in addition to Laureate's manufacturing services hereunder. Laureate shall
have the  right to  perform  manufacturing  services  for third  parties  at the
Facility.

     6.   Manufacturing and Testing;  Approvals;  SOPs. (a) Cytogen has provided
          --------------------------------------------
Laureate in writing with the  Manufacturing  Procedures  which shall include all
requisite   technical   specifications,   manufacture  and  production   process
information,  batch records,  instructions  and procedures,  testing and quality
control instructions and procedures, formulae, storage instructions with respect
to the  manufacture of Sodium  Acetate,  CYT-351,  CYT-356,  Filled  ProstaScint
Product,  Filled Sodium Acetate Product or  intermediates  of any nature and all
such  other  information,  knowledge,  data  and  know-how  as would  allow  one
reasonably  practiced  in the art to produce  and  manufacture  Sodium  Acetate,
CYT-351, CYT-356, Filled ProstaScint Product and Filled Sodium Acetate Product.

          (b)  Cytogen  has  provided  Laureate  in  writing  with the  Incoming
Acceptance  Tests which  shall  include all  requisite  analyses  and tests with
respect to each Cytogen Supplied Material, the methodology of each such analysis
and test,  the sample size of the  applicable  Cytogen  Supplied  Material to be
utilized in connection  with the  performance of the applicable  analyses and/or
tests and the  period  following  Laureate's  receipt of such  Cytogen  Supplied
Material at the Facility during which the applicable analyses or tests are to be
conducted.


                                       7
<PAGE>


          (c)  Cytogen has provided Laureate in writing with the  Specifications
for each of Sodium Acetate,  CYT-351,  CYT-356,  Filled ProstaScint  Product and
Filled Sodium Acetate Product.

          (d)  Laureate will provide to Cytogen the Laureate  SOPs for approval.
Such  Laurate  SOPs shall be provided by Laureate  and  reviewed and approved by
Cytogen (such approval not to be unreasonably withheld or delayed) in accordance
with the Target Project Timeline (as hereinafter defined).

          (e)  Within [**] after  execution of this  Agreement,  Laureate  shall
notify  Cytogen  in  writing  of  any  additional  information,   processes,  or
procedures  needed by Laureate in order to complete the  Production  Campaign or
Services.

          (f)  In  the event that  Laureate gives  notice pursuant  to paragraph
6(e) of its need for additional  information,  processes or procedures necessary
in order to complete the Production  Campaign or Services,  Laureate and Cytogen
shall  mutually  prepare an action plan (the  "Plan")  with  respect to enabling
Laureate to perform the Production  Campaign and to provide Services as required
herein. Each of Laureate and Cytogen agrees to undertake  reasonable  commercial
efforts  to  implement  the  Plan  to the end of  providing  Laureate  with  the
capability  of rendering  Services and  performing  the  Production  Campaign in
conformance with this Agreement.

          (g)  [**].

          (h)  Cytogen has provided to Laureate the Cytogen SOPs, Specifications
and Batch documentation in writing.


                                       8
<PAGE>


     7.   Change Orders.
          -------------

          (a)  The Service Fees are subject to a number of specific  and general
assumptions. The specific assumptions relate to the Scope and Program design and
objectives,  timing, capital expenditure requirements, if any, and other matters
relating  to  the   completion   of  the   Production   Campaign  (the  "Program
Assumptions"). Laureate also assumes that Cytogen will cooperate and perform its
obligations  under the Agreement,  that no event outside the control of Laureate
will occur, including,  without limitation,  the events described in Section 26,
and that there are no changes to any applicable  laws, rules or regulations that
affect the  Production  Campaign (the  foregoing  assumptions  together with the
Program Assumptions,  collectively, the "Assumptions"). In the event that any of
the  Assumptions  require  modification  or the Production  Campaign  objectives
cannot be  achieved  based on the  Assumptions  or Cytogen  requests  additional
services  (each  being,  a  "Modification")  then the scope of  services  may be
amended as provided in paragraph (b) of this Section 6.

          (b)  In the  event a  Modification  is  identified  by  Cytogen  or by
Laureate,  the  identifying  Party  shall  notify the other  Party as soon as is
reasonably  possible.  Laureate  shall use  reasonable  efforts to  provide  the
Customer with a change order containing an estimate of the required  adjustments
to the Service  Fees within [**] of  receiving  or  delivering  such notice (the
"Change  Order").  The Customer shall use its best efforts to respond in writing
to such Change Order  promptly.  If Customer  does not approve such Change Order
and has not terminated this Agreement and the Program in accordance with Section
22 but wants the Program to be modified to take into  account the  Modification,
then Customer and Laureate shall use commercially reasonable efforts to agree on
a Change Order that is mutually acceptable. If practicable, Laureate may, in its
discretion, continue to work on the Production Campaign but


                                       9
<PAGE>


Laureate shall not be obligated to continue to work on the  Production  Campaign
during any such negotiations. Laureate shall not commence work with respect to a
Change Order unless authorized in writing by Cytogen.

          8.   Materials Delivery; Testing.
               ---------------------------

          (a)  All costs and  expenses  of any nature  or kind  whatsoever  with
respect to Cytogen  Supplied  Materials or the shipment and delivery  thereof to
the Facility shall be borne and paid by Cytogen in accordance with the terms and
conditions  agreed to by Cytogen with the vendor and/or carrier,  as applicable,
following receipt of the vendor's or carrier's invoice.

          (b)  Title to all Cytogen Supplied  Materials  shall remain in Cytogen
notwithstanding  the storage and Laureate's  possession thereof at the Facility.
Laureate  shall  use  reasonable  care to  maintain  any such  Cytogen  Supplied
Materials stored at Laureate's  facility in accordance with all applicable laws,
rules, procedures and regulations including, but not limited to, cGMPs.

          (c)  Cytogen  agrees  to  deliver  or  cause  to be  delivered to  the
Facility such of the Cytogen  Supplied  Materials as are necessary to perform or
complete a process or activity  part of the  Manufacturing  Procedures  not less
than [**] nor more than [**] prior to the scheduled  performance of such process
or activity, subject to the timely notification by Laureate of the need for such
materials.

          (d)  Following receipt of a Cytogen Supplied Material at the Facility,
Laureate shall perform the applicable  analysis thereof or test thereon provided
for in the  Incoming  Acceptance  Tests.  Laureate  shall  promptly  provide the
written results of such tests to Cytogen. Cytogen shall promptly review the test
results to determine conformity to the


                                       10
<PAGE>


Specifications of the Cytogen Supplied Material.  Laureate shall not release the
Cytogen  Supplied  Materials for  performance  of the Services until Cytogen has
notified  Laureate,  in writing,  that the Cytogen  Supplied  Materials meet the
Specifications based upon the results of such testing.

          (e)  In the  event  that  either  party  determines that  the  Cytogen
Supplied Material does not meet  Specifications  or is otherwise  unsuitable for
use in connection  with the  production  of Sodium  Acetate,  CYT-351,  CYT-356,
Filled  ProstaScint  Product or Filled Sodium Acetate Product,  such party shall
promptly notify the Cytogen Contact  Individual or Laureate  Contact  Individual
(each as hereinafter defined), as the case may be, of such determination and the
results of the applicable analyses or tests performed.

          (f)  In the event that either party  provides  notice under  paragraph
7(e),  Cytogen shall promptly inform Laureate in writing of the action it wishes
Laureate to take with  respect to the  Cytogen  Supplied  Material in  question,
including  reanalysis,  retesting,  disposal,  return  or such  other  action as
otherwise specified by Cytogen.  Costs incurred by Laureate under this paragraph
7(e) shall be invoiced to Cytogen in accordance with paragraph 3 hereof.

          (g)  Cytogen shall use its reasonable commercial efforts to deliver or
cause to be delivered to the Facility,  Cytogen Supplied Material in replacement
of any material which does not meet Specifications or is otherwise unsuitable in
the production of CYT-351,  CYT-356, Filled ProstaScint Product or Filled Sodium
Acetate  Product to the end that the date  scheduled  by Laureate for the use of
such  Cytogen   Supplied  Product  in  connection  with  the  performance  of  a
Manufacturing Procedure is maintained.

          (h)  In  the  event  a  Cytogen   Supplied   Material  fails  to  meet
Specifications  and Cytogen is unable to timely deliver or cause to be delivered
to the Facility the


                                       11
<PAGE>


applicable  Cytogen Supplied  Material in replacement  thereof so as to maintain
the date scheduled by Laureate (as notified to Cytogen under paragraph 7(c)) for
use of such Cytogen  Supplied  Product in connection  with the  performance of a
Manufacturing  Procedure,  then  Laureate  may,  in its  discretion  and without
liability for any delay in the manufacture of Sodium Acetate,  CYT-351, CYT-356,
Filled ProstaScint Product and Filled Sodium Acetate Product,  revise the Target
Project  Timeline and give notice of such revised schedule to Cytogen to the end
that Laureate may perform any commitment Laureate may have to any third party or
Affiliate with respect to  utilization  of the Facility as permitted  under this
Agreement;  provided,  however,  that Laureate will use commercially  reasonable
efforts to attempt to negotiate to defer the  performance of any such commitment
to a third party or Affiliate to the end that  Laureate may perform the Services
required with respect to  Laureate's  order under  paragraph  2(b) on a priority
basis.  Notwithstanding  the foregoing,  when the Cytogen Supplied  Materials or
Product Dedicated Equipment that are compliant with the Specifications have been
provided to Laureate,  Laureate  shall use  commercially  reasonable  efforts to
complete the Production  Campaign in accordance with the Target Project Timeline
(appropriately adjusted to account for any delays).

          (i)  The applicable  provisions  of the  Quality  Agreement  shall  be
complied  with in the event  Laureate  utilizes  the services of any third party
sub-contractors  in connection  with  Laureate's  performance of this Agreement.
Cytogen shall pre-approve, in writing, any such third party sub-contractors, who
have not previously been approved by Cytogen, to be utilized by Laureate.

          (j)  Cytogen  shall  own  all  data  relating  to  the   Services  and
Production  Campaign  performed by Laureate  pursuant to the terms  hereof.  All
original documents for the Production  Campaign will remain with Laureate,  with
Cytogen receiving  photocopies  thereof.


                                       12
<PAGE>


     9.   Payment Dates; Late Payments. (a) Invoices by Laureate with respect to
          ----------------------------
amounts due in respect of paragraph 3 shall be payable upon such term as are set
forth in paragraph 3 hereof.

          (b)  Undisputed invoices due for Services performed in accordance with
Quality Agreement due pursuant hereto and not timely paid shall bear interest at
the rate of [**] on the unpaid balance thereof.

          (c)  Time is of the essence  with request to payments  due  hereunder.
Unless otherwise  specified  herein, in the event that an invoice remains unpaid
for [**] following written notice by Laureate to Cytogen of such failure to pay,
Laureate may, in addition to its rights under  paragraph 16 hereof,  (i) suspend
the performance of its obligations  hereunder with respect to the manufacture of
Sodium  Acetate,  CYT-351,  CYT-356,  Filled  ProstaScint  Product and/or Filled
Acetate Product until such time as payment is made and (ii) in the event of such
suspension,  Laureate may exercise its right, as provided for in paragraph 7(i),
to revise the Target Project Timeline.

     10.  Regulatory Matters and Approvals;  Order Dates. (a) Laureate agrees to
          ----------------------------------------------
use its  commercially  reasonable  efforts  to the  end  that  Laureate  has the
capability  to perform  the  Services  and the  Manufacturing  Procedures  to be
utilized in connection with the performance of Production  Campaign with respect
to the end of  producing  the  [**] of  ProstaScint  not  later  than  the  date
specified in the Target Project Timeline.

          (b)  Cytogen  agrees  that it shall not,  with  respect to an order of
Filled ProstaScint Product or Filled Sodium Acetate Product,  specify a date for
the  fulfillment  of all or part  of such  order  inconsistent  with  Laureate's
capability to perform at the Facility a


                                       13
<PAGE>


Manufacturing  Procedure  necessary in connection with the  fulfillment  thereof
prior to the date provided for in the Target Project Timeline.

          (c)  In   connection   with   this   Agreement   the   parties    have
contemporaneously  entered into and delivered a Quality Agreement,  with respect
to the quality and  regulatory  procedures and  responsibilities  of the parties
hereunder  with respect to the  production  of Filled  ProstaScint  Products and
Filled Sodium Acetate Products.  The Quality Agreement does, inter alia, provide
for, among other things, Cytogen's responsibility for approving the release from
storage  and use of each  Cytogen  Supplied  Material  in  connection  with  the
production of Filled ProstaScint Product and Filled Sodium Acetate Product,  any
intermediate   compounds  produced  in  the  course  of  the  performance  of  a
Manufacturing  Procedure, the release for shipping of Filled ProstaScint Product
and  Filled   Sodium   Acetate   Product  from  the   Facility,   and  Cytogen's
responsibility for all regulatory approval or activities necessary in connection
with the Manufacturing Procedures,  and shall further specify Cytogen's right to
inspect the Facility,  the obligations of the parties upon any FDA inspection of
the  Facility,  all records to be  maintained  by each party with respect to the
manufacture  and  production of Filled  ProstaScint  Product and Filled  Acetate
Product, including without limitation, Batch production records, in-process test
data,  environmental monitoring data, testing data by Lot for Filled ProstaScint
Product,  Filled  Sodium  Acetate  Product  or  intermediates  and  such  of the
foregoing as shall appear on invoices with respect to Filled ProstaScint Product
or Filled Sodium Acetate Product released for shipment by Cytogen.

          (d)  Cytogen acknowledges that the [**] Process ("[**] Process"),  and
[**] Process ("FP Filling Process") are not currently approved by FDA as part of
the ProstaScint  manufacturing process. Cytogen will take appropriate actions to
provide for the proper


                                       14
<PAGE>


notification to FDA regarding these process changes,  and will provide copies of
any such notifications sent by Cytogen to FDA, to Laureate. Cytogen acknowledges
that the [**] Process and [**] Process are the  processes  Cytogen has specified
Laureate to perform as part of the  Manufacturing  Procedures  to be supplied by
Cytogen to Laureate pursuant to this Agreement. Laureate shall have no liability
of any nature or kind whatsoever by reason of its performance of its obligations
hereunder which arises from, or is the result of, Laureate's  utilization of the
[**] Process and [**] Processes as  Manufacturing  Procedures in connection with
the manufacture of CYT-351, CYT-356, Filled ProstaScint Product or Filled Sodium
Acetate Product. Laureate shall maintain the [**] bioreactor and [**] machine in
working  order and in compliance  in all material  respects with all  applicable
laws, rules and regulations.

     11.  Stability  Testing;  Shipping.   Laureate  shall  deliver  the  Filled
          -----------------------------
ProstaScint  Product and the Filled Sodium Acetate Product EXW (Incoterms  2000)
at the  Facility  to a carrier  designated  by  Cytogen.  Cytogen  shall pay all
shipping charges associated with the delivery of the Filled ProstaScint  Product
and the Filled Sodium Acetate Product. Title to the CYT-351,  Filled ProstaScint
Product and Filled Sodium Acetate  Product shall pass to Cytogen upon Laureate's
release, and Cytogen's acceptance,  of the forgoing materials.  Unless otherwise
agreed, Cytogen agrees to take all commercially  reasonable actions necessary to
the end that Filled  ProstaScint  Product and Filled Sodium Acetate  Product are
shipped from the Facility not later than [**]  following  the release by Cytogen
of the Filled  ProstaScint  Product and the Filled  Sodium  Acetate  Product for
shipment  under the terms of the Quality  Agreement.  Any  extensions  are to be
agreed  upon in writing  with  Cytogen's  recognition  that it will be  assessed
Laureate's  listed storage fees which are set forth in Appendix 1. Laureate will
perform  stability  testing on behalf of Cytogen  according to Cytogen's written
instructions.


                                       15
<PAGE>


     12.  Cytogen's Covenants, Representation and Warranties. Cytogen covenants,
          --------------------------------------------------
represents and warrants to and with Laureate as follows:

          (a)  Cytogen   shall  use  its  commercially  reasonable  efforts   to
dutifully and timely perform its  obligations  and  responsibilities  hereunder,
including,  without limitation, any obligation or responsibility provided for in
the  Manufacturing  Procedures,   Incoming  Acceptance  Tests  and  the  Quality
Agreement.

          (b)  Cytogen shall use its commercially  reasonable  efforts to assure
that all Cytogen  Supplied  Materials,  when received at the  Facility,  (i) are
approved  by Cytogen  for use in  connection  with the  manufacture  of CYT-351,
CYT-356,  Filled  ProstaScint  Product  and  Filled  Sodium  Acetate  Product in
accordance with cGMP, (ii) meet  Specifications  and are suitable for use in the
manufacture of Sodium Acetate,  CYT-351,  CYT-356, Filled ProstaScint Product or
Filled Sodium Acetate Product, (iii) comply with Cytogen's quality standards and
(iv) each such Cytogen  Supplied  Material which is subject to the provisions of
the Food,  Drug and Cosmetics Act, 21 USCS Section 301, et seq. ("FDC Act"),  as
                                                        -- ---
and when received at the Facility,  is not adulterated or misbranded  within the
meaning of the FDC Act or any applicable  state law in which the  definitions of
adulteration of misbranding are substantially the same as those contained in the
FDC Act, or an article  which may not,  under the  provisions of the FDC Act, be
introduced into interstate commerce.

          (c)  Cytogen shall not authorize for shipment from the Facility Filled
ProstaScint  Product or Filled Sodium Acetate  Product subject to the provisions
of the FDC Act, which is adulterated or misbranded within the meaning of the FDC
Act or any applicable  state law in which the  definitions of  adulteration  and
misbranding are substantially the same as those


                                       16
<PAGE>


contained in the FDC Act, or an article which may not,  under the  provisions of
the FDC Act, be introduced into interstate commerce.

          (d)  To the best of Cytogen's  knowledge, Laureate's  manufacture  and
production of Sodium Acetate,  CYT-351,  CYT-356,  Filled ProstaScint Product or
Filled Acetate Product, including, without limitation, Laureate's performance of
its Services  hereunder in conformity  with the  Manufacturing  Procedures,  the
Incoming  Acceptance  Tests and the Quality  Agreement and Cytogen's  marketing,
sale, distribution and promotion of Filled ProstaScint Product and Filled Sodium
Acetate Product do not infringe or violate the  intellectual  property rights of
any third party.

          (e)  Cytogen has all requisite corporate  power and authority to enter
into this Agreement and perform its obligations and responsibilities  hereunder,
including,   without  limitation,  all  such  obligations  and  responsibilities
provided for in the Manufacturing Procedures,  Incoming Acceptance Tests and the
Quality Agreement.

     13.  Laureate's   Covenants,   Representations   and  Warranties;   Limited
          ----------------------------------------------------------------------
Liability.  (a) Laureate covenants,  represents and warrants to and with Cytogen
---------
as follows:

          (i)  Laureate's   maintenance  of  the  Facility  and  performance  of
     manufacturing  and other services  hereunder  shall conform in all material
     respects  with all  applicable  cGMPs and  Cytogen's  written  instructions
     including without limitation, the Specifications.

          (ii) Laureate shall not ship any Filled  ProstaScint  Product,  Filled
     Sodium Acetate  Product or any  intermediate  manufactured or formed in the
     course of  production  of Filled  ProstaScint  Product  and  Filled  Sodium
     Acetate


                                       17
<PAGE>


     Product unless the release for shipment and  subsequent  shipment have been
     authorized in writing by Cytogen.

          (iv) Laureate has all requisite power and authority to enter into this
     Agreement  and  perform  its  obligations  hereunder,   including,  without
     limitation,  all such obligations and responsibilities  provided for in the
     Manufacturing  Procedures,   Incoming  Acceptance  Tests  and  the  Quality
     Agreement.

          (v) Laureate shall use commercially  reasonable efforts to perform (in
     accordance   with  the  Target  Project   Timeline)  its   obligations  and
     responsibilities hereunder, including without limitation, any obligation or
     responsibility  provided  for in  the  Manufacturing  Procedures,  Incoming
     Acceptance Tests and the Quality Agreement.

          (vi) Laureate will not knowingly  infringe the  intellectual  property
     rights on any third party during the performance of the Services hereunder.

          (b)  EXCEPT AS PROVIDED IN PARAGRAPH  12(a),  LAUREATE  MAKES NO OTHER
REPRESENTATION  AND  WARRANTY  OF  ANY  KIND,   EXPRESSED  OR  IMPLIED,   AS  TO
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT
TO FILLED  PROSTASCINT  PRODUCT  AND/OR  FILLED  SODIUM  ACETATE  PRODUCT OR ANY
INTERMEDIATE  FORMED IN THE COURSE OF MANUFACTURE OF FILLED PROSTASCINT  PRODUCT
AND/OR FILLED SODIUM ACETATE PRODUCT, OR ANY OTHER MATTER WITH RESPECT TO FILLED
PROSTASCINT  PRODUCT OR FILLED SODIUM ACETATE


                                       18
<PAGE>


PRODUCT WHETHER USED ALONE OR IN COMBINATION WITH OTHER  SUBSTANCES.

          (c)  In the event of any failure of Laureate to perform in  conformity
with its covenants,  representations and warranties  hereunder,  Laureate shall,
[**], replace such quantity of Filled  ProstaScint  Product and/or Filled Sodium
Acetate  Product  which  Cytogen does not release for shipment  consistent  with
Cytogen's  covenant,  representation and warranty made in paragraph 11(c) hereof
because of such failure as promptly as practicable  after  receiving the Cytogen
Supplied Materials necessary to manufacture such replacement quantity.  The cost
of such Cytogen Supplied Materials,  including the cost and expense of Cytogen's
delivering or causing the same to be delivered to the Facility [**] from amounts
due under  this  Agreement.  In the event  that no amount is then due under this
Agreement  by  Cytogen  to  Laureate,  then  [**] for the  cost of such  Cytogen
Supplied Material,  including without limitation, any costs [**] with respect to
the  shipping  and  delivery  thereof.  [**] with  respect  to [**] of  invoices
rendered by [**] in accordance with this paragraph 12(c). THE FOREGOING SHALL BE
CYTOGEN'S  EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF ANY FAILURE BY LAUREATE TO
PERFORM  IN  CONFORMITY  WITH ITS  COVENANTS,  REPRESENTATIONS,  AND  WARRANTIES
HEREUNDER.

          (d)  Laureate   shall  not  be  liable  for,   and   Cytogen   assumes
responsibility  for, all personal injury and property damage  resulting from the
handling,  possession  or use of Filled  ProstaScint  Product and Filled  Sodium
Acetate Product following  Cytogen's release of same for shipment and Laureate's
placement of same with a carrier for shipment. In no event shall either party be
liable to the other party for special, incidental or


                                       19
<PAGE>


consequential  damages or loss of profits  whether the claim  giving rise to the
same is for breach of a covenant,  warranty or  representation,  is in contract,
negligence, strict liability or otherwise.

          (e)  It is  understood and agreed  that  Laureate's  obligations  with
respect to  performance  of any [**]  hollow  fiber  runs,  purification  of the
material  so  produced,  conjugated  and filled  [**] are to perform the same in
conformance  with the  Manufacturing  Procedures  and test  for  conformance  to
Specifications  as provided in the Quality  Agreement.  Laureate shall be liable
for any failure of its performance of the Fiber-Run  Procedures to yield CYT-351
of any specific quality specification,  or a reasonable quantity of CYT-351 or a
reasonable quantity of Filled ProstaScint Product (defined as approximately [**]
from a  single  conjugation  Batch  of  CYT-351)  only in the  event  Laureate's
performance of the [**]was not in conformance with the Manufacturing Procedures.
In such event, the provisions of paragraph 12(c) shall apply.

     14.  Indemnities.  (a)  Cytogen  agrees  to  indemnify  and  hold  Laureate
          -----------
harmless from any damages, liabilities,  losses and expenses (including, without
limitation,  reasonable attorneys' fees in seeking indemnification  hereunder or
any claim by a third person) and amounts paid in settlement of any claim or suit
of any nature or kind whatsoever  which may be sustained or suffered by Laureate
arising with  respect to paragraph  9(d) hereof or arising out of, based upon or
by reason of, any Cytogen  Supplied  Material not  Conforming  to the  covenant,
representation  and warranty  made by Cytogen in paragraph  11(b) at the time of
receipt at the Facility.

          (b)  In  the  event  a  Cytogen   Supplied   Material  does  not  meet
Specifications  or is otherwise  unsuitable for use in the manufacture of Sodium
Acetate,  CYT-351,  CYT-356, Filled ProstaScint Product or Filled Sodium Acetate
after the receipt


                                       20
<PAGE>


thereof at the  Facility  by reason of any  action,  act or activity by Laureate
which does not conform to the Cytogen's approved Specifications,  Laureate SOPs,
Cytogen SOPs, cGMP, the Manufacturing Procedures,  the Incoming Acceptance Tests
or the Quality Agreement (or Laureate's failure to act in conformity with any of
the foregoing),  Laureate's  obligation  hereunder shall be to indemnify Cytogen
for the actual cost of the Cytogen Supplied  Material in question and all costs,
fees and expenses  incurred by Cytogen in  delivering or causing the delivery of
the same to the Facility.

          (c)  Cytogen  agrees to defend, indemnify and hold  Laureate  harmless
from any and all claims by third  persons  or  governmental  entities,  damages,
liabilities,  losses and expenses  (including,  without  limitation,  reasonable
attorney's fees in seeking indemnification hereunder or defending any claim by a
third person or a  governmental  entity) and amounts paid in  settlement  of any
claim  or suit of any  nature  or kind  whatsoever  relating  to the sale of the
Filled ProstaScint Product or Filled Sodium Acetate Product.

          (d)  The obligations of the indemnifying party under this paragraph 13
are conditioned upon the delivery of written notice to the indemnifying party of
any potential claim arising under this paragraph 14 ("Claim") promptly after the
indemnified  party becomes  aware of such claim.  The  indemnifying  party shall
manage  and  control,  at its sole  expense,  the  defense  of the Claim and its
settlement.  The indemnified  party shall cooperate with the indemnifying  party
and may,  at its  option  and  expense,  be  represented  in any such  action or
proceeding.  The indemnifying party shall not be liable for any litigation costs
or expenses incurred by the indemnified party without indemnifying party's prior
written  authorization.  In  addition,  the  indemnifying  party  shall  not  be
responsible for any liability resulting from any


                                       21
<PAGE>


settlement or compromise by the indemnified  party made without the indemnifying
party's prior written consent.

     15.  Contact  Individuals. Each of Laureate and Cytogen shall  designate an
          --------------------
individual  ("Laureate Contact  Individual" or "Cytogen Contact  Individual," as
applicable)  who shall be responsible  for the day-to-day  contacts  between the
parties and who shall receive copies of all written correspondence,  notices and
the  like  with  respect  to  a  party's  performance  of  its  obligations  and
responsibilities  hereunder.

     16.  No Biohazards. The Laureate Contact Individual and the Cytogen Contact
          -------------
Individual will establish a standard  operating  procedure to identify materials
that are or may be biohazardous. Materials so identified may not be brought into
the Facility and may not be a Cytogen Supplied Material.

     17.  Termination.  (a)  In  addition  to  termination  resulting  from  the
          -----------
expiration of this Agreement in accordance  with paragraph 2, this Agreement can
be  terminated by Laureate for  nonpayment of any sums due hereunder  (remaining
unpaid for more than [**]  following  receipt by Cytogen of notice by Laureate),
or by either party with at least [**], advance written notice:

          (i)  on  account of a material  breach of this  Agreement by the other
     party,  unless the offending party cures the violation before expiration of
     the notice period; or

          (ii) when the other party makes a general  assignment  for the benefit
     of its creditors, has a custodian, receiver or any trustee appointed for it
     or a substantial  part of its assets or commences any voluntary  proceeding
     under any bankruptcy law; or


                                       22
<PAGE>


          (iii) when a court  having  jurisdiction  over the other  party  shall
     enter a decree or order for relief in any involuntary case under applicable
     bankruptcy  law and such decree or order  shall  continue  unstayed  and in
     effect for a period of [**] or more.

          (b)  Termination  for any reason by either  party under this paragraph
16 will not prejudice  that party's  remaining  contractual  rights,  including,
without limitation,  rights to damages,  nor terminate the obligations set forth
in  paragraphs  3, 4, 14 and 18 hereof,  to the  extent  such  obligations  have
accrued  according to those terms.

     18.  Insurance.  Throughout the term of this Agreement Cytogen shall obtain
          ---------
and maintain in full force and effect product liability  insurance (issued by an
insurance  company  licensed  to do  business in the State of New Jersey) in the
amount of [**] and cause Laureate to be named as an additional  insured thereon.
Laureate now maintains general liability insurance and property damage liability
insurance in the amount of [**] for the Facility,  and shall cause Cytogen to be
named as an additional  insured  thereon.  Each party shall, at all times during
the term of this Agreement,  maintain in full force and effect and on deposit at
the  office of the other  party,  a  Certificate  of  Insurance  or a  duplicate
original of the  insurance  policy  required  above,  together  with evidence of
payment of all premiums  therefor.  Each such policy shall provide that it shall
not be  cancelable  without at least  [**],  prior  written  notice to the other
party.

     19.  Confidentiality.  All   written  information   (regardless  of  media)
          ---------------
provided by either party to the other hereunder  including,  but not limited to,
volume  requirements,  pricing,  delivery  schedules and process data  formulae,
regulatory  submissions,  know-how  and  other  information,  including  without
limitation,  proprietary  information and materials  (whether or not patentable)
regarding  a  party's  technology,   is  the  disclosing  party's   confidential
proprietary


                                       23
<PAGE>


information.  The receiving party agrees not to disclose any such information or
use such information except for purposes of performance hereunder,  for a period
of [**] after the termination of this Agreement with regard to business  related
information,  and for a period of [**] with  regard  to  technical  information,
provided that the receiving party may use or disclose any such  information that
it can demonstrate  through written  records:  (1) is already known to it at the
time of disclosure to the receiving party; (2) becomes publicly known through no
fault of the receiving  party;  or (3) is disclosed to the receiving  party by a
third party who is free to make such  disclosure.  The  parties  each agree that
they shall provide  confidential  information received from the other party only
to their respective employees, consultants, investors, prospective investors and
advisors  who  have a need  to  know  and  have  an  obligation  to  treat  such
information and materials as confidential  under terms no less  restrictive than
those set forth herein. All confidential and proprietary  information  disclosed
hereunder shall be, at the option of the disclosing party,  immediately returned
to the  disclosing  party,  or destroyed (and such  destruction  certified by an
officer  of the  receiving  party)  upon  the  earlier  of  termination  of this
Agreement, or the request of the disclosing party.  Notwithstanding anything set
forth herein to the contrary, this paragraph 18 shall not prohibit the receiving
party from disclosing  confidential or proprietary information of the disclosing
party that is required to be  disclosed  by the  receiving  party to comply with
applicable  laws,   including  without  limitation  the  rules  and  regulations
promulgated by FDA or the United States Securities and Exchange  Commission,  or
to comply with  governmental  regulations,  provided  that the  receiving  party
provides  prior written notice of such  disclosure to the  disclosing  party and
takes  reasonable and lawful actions to avoid and/or minimize the degree of such
disclosure. Any announcements or similar publicity with respect to the execution
of this Agreement shall be agreed upon between the parties in advance of such


                                       24
<PAGE>


announcement.  The  parties  agree that any such  announcement  will not contain
confidential  business or technical  information  of the other party.  Except as
otherwise  expressly agreed between the parties in writing,  no right is granted
to a party to use in any manner the name of the other  party or any other  trade
name or trademark of the other party.

     20.  Notices. All notices  required to be given  under this Agreement shall
          -------
be deemed  given when  delivered  personally  or when  mailed by  registered  or
certified mail, return receipt requested,  or when sent by Federal Express or an
equivalent  overnight  delivery  service,  addressed  to the  parties  at  their
respective  addresses set forth below or to such other addresses at which notice
shall have been duly given.  It is understood  and agreed that this paragraph 19
is not  intended  to govern the  day-to-day  business  communications  necessary
between the parties in performing the duties, in due course,  under the terms of
this Agreement.

          IF TO CYTOGEN:

          William F. Goeckeler
          Senior Vice President, Operations
          Cytogen Corporation
          650 College Road East
          Princeton, NJ 08540
          Fax No.: 1-609-452-2317

          WITH A COPY TO:

          William J. Thomas, Esq.
          Senior Vice President and General Counsel
          Cytogen Corporation
          650 College Road East
          Princeton, NJ 08540
          Fax No.:  1-609-452-2434


                                       25
<PAGE>


          IF TO LAUREATE:

          Robert J. Broeze, Ph.D.
          President and Chief Executive Officer
          Laureate Pharma, Inc.
          201 College Road East
          Princeton, NJ  08540
          Fax No.:  1-609-520-3963

          WITH A COPY TO:

          Safeguard Scientifics, Inc.
          800 The Safeguard Building
          435 Devon Park Drive
          Wayne, PA  19087
          Attn:   Legal Department
          Fax:  (610) 975 - 0261

     21.  Non-Exclusivity.  (a)  Laureate  may  render  manufacturing  and other
          ---------------
services to any other  party and use the  Facility  and  Laureate  personnel  in
furtherance  of rendering  such  services  whether or not such third party is in
competition with Cytogen.  Nothing herein limits or restricts Cytogen from using
any other party in the  manufacture  and supply of any materials,  including the
materials to be supplied by Cytogen hereunder.

          (b)  Neither party  shall,  directly  or through its  representatives,
solicit for  employment  any officer,  director,  employee or  consultant of the
other  party  during  the  term  of this  Agreement  and  for a  period  of [**]
thereafter.

     22.  Entire  Agreement.  (a) The  Manufacturing  Procedures,  the  Incoming
          -----------------
Acceptance Tests and the Quality Agreement are deemed to be part this Agreement.

          (b)  This Agreement  constitutes  the  entire  agreement  between  the
parties in respect of the subject  matter of this  Agreement and  supercedes all
previous oral or written negotiations,  commitments, agreements, transactions or
understandings with respect to the subject matter hereof. No modifications to or
supplementation of this Agreement, whether


                                       26
<PAGE>


contained in any purchase order,  confirmation or otherwise,  shall be effective
unless made in writing and signed by the party to be charged with modification.

     23.  Governing Law. This Agreement  shall be interpreted in accordance with
          -------------
the laws of New Jersey  where it is deemed to have been  executed and where each
party has a place of business.

     24.  Assignment.  No right or obligation of either party hereunder shall be
          ----------
assignable  without the prior written agreement of the other party,  which shall
not be  unreasonably  withheld or delayed;  otherwise  this  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns. For purposes of this Section 23, an assignment
shall include the merger or  consolidation  of any party with another  entity or
the sale of all or substantially all of such party's equity interests.

     25.  Independent Contractors. The parties are independent contractors,  and
          -----------------------
this Agreement shall not be construed to create between Laureate and Cytogen any
other  relationship such as, by way of example only, that of  employer-employee,
principal-agent,  joint-venturer,  co-partners or any similar relationship,  the
existence of which is expressly denied by the parties hereto.

     26.  No Waiver.  A party's failure to require  another party to comply with
          ---------
any provision of this  Agreement  shall not be deemed a waiver of such provision
or any other provision of this Agreement.

     27.  Force Majeure. No party shall be liable for the failure to perform its
          -------------
obligations  under this Agreement if such failure is occasioned by a contingency
beyond such party's reasonable control,  including,  but not limited to, acts of
terrorism,  strikes or other labor disturbances,  lockouts,  riots, wars, fires,
floods or storms. A party claiming a right to excuse


                                       27
<PAGE>


performance under this paragraph 26 shall immediately  notify the other party in
writing of the extent of its  inability to perform,  which notice shall  specify
the occurrence beyond its reasonable  control that prevents such performance and
an estimate of the time that the inability to perform is anticipated to last.

     28.  Third Parties. No  person  not  a  party  to  this  Agreement  not  an
          -------------
Affiliate  of a party to this  Agreement  shall  have or  acquire  any rights by
reason  of this  Agreement,  nor  shall  any  party to this  Agreement  have any
obligation or liabilities to such other person by reason of this Agreement.

     29.  Interpretation. The  parties hereto  acknowledge  and  agree that: (i)
          --------------
each party and its counsel have reviewed and negotiated the terms and provisions
of this  Agreement  and  have  contributed  to its  revision;  (i)  the  rule of
construction  to the  effect  that any  ambiguities  are  resolved  against  the
drafting party shall not be employed in the  interpretation  of this  Agreement;
and (iii) the terms and provisions of this Agreement  shall be construed  fairly
as to all parties hereto and not in favor of or against any party, regardless of
which party was generally responsible for the preparation of this Agreement.

     30.  Singular Terms. Except  as  otherwise  expressly  provided  herein  or
          --------------
unless the context  otherwise  requires,  all  references to the singular  shall
include the plural as well.

     31.  Headings.  The headings herein are inserted as a matter of convenience
          --------
only,  and do not define,  limit or describe the scope of this  Agreement or the
intent of the  provisions  hereof and shall not be used to interpret or construe
the terms and provisions of this Agreement.

     32.  Counterparts.  This Agreement may be executed simultaneously in two or
          ------------
more counterparts,  each of which shall be deemed an original, and all of which,
when taken


                                       28
<PAGE>


together,  shall  constitute one and the same  instrument.  The signature of any
party to any counterpart shall be deemed a signature to, and may be appended to,
any other counterpart.

     33.  Severability.  This  Agreement  is intended to be valid and  effective
          ------------
under any applicable law and, to the extent  permissible  under  applicable law,
shall be construed in a manner to avoid  violation  of or  invalidity  under any
applicable  law.  Should any provisions of this Agreement be or become  invalid,
illegal or unenforceable  under any applicable law, the other provisions of this
Agreement  shall not be affected  and shall remain in full force and effect and,
to the extent  permissible  under  applicable law, any such invalid,  illegal or
unenforceable  provision  shall be deemed  amended  lawfully to conform with the
intent of the  parties.  Nothing  in this  paragraph  33 shall  preclude a party
hereto  from  bringing  an action for  failure of  consideration  in the event a
material  provision  of  this  Agreement  shall  be  held  invalid,  illegal  or
unenforceable.

                                 * * * * * * * *


                                       29
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized representatives.


LAUREATE PHARMA, INC.                    CYTOGEN CORPORATION



By /s/ Robert J. Broeze, Ph.D.           By /s/ Michael D. Becker
   ---------------------------             -------------------------------------
   Robert J. Broeze, Ph.D.                 Michael D. Becker
   President & Chief Executive Officer     President and Chief Executive Officer





                                       30
<PAGE>


                                   APPENDIX 1

                                  Service Fees

The Service Fees shall be payable as follows:


     [**].




                                       31