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

                                     PRODUCT
                          PURCHASE AND SUPPLY AGREEMENT

     This Product Purchase and Supply Agreement (together with its exhibits, the
"AGREEMENT")  is entered into by and between  Cytogen  Corporation  ("CYTOGEN"),
with  offices at 650  College  Road East,  Suite 3100,  Princeton,  NJ 08540 and
Oncology  Therapeutics  Network,  J.V., (the "DISTRIBUTOR"),  a Delaware limited
partnership,  with  offices  at 395 Oyster  Point  Blvd.,  Suite 500,  South San
Francisco,  California  94080,  effective  as of June 20,  2006 (the  "Effective
Date").

                                 R E C I T A L S
                                 - - - - - - - -

     WHEREAS,   Cytogen,  or  its  licensors,   will  from  time  to  time  file
applications with the United States Food and Drug Administration for approval to
market and sell its pharmaceutical products, in the United States; and

     WHEREAS,  Cytogen  intends to appoint  Distributor to provide  distribution
services to users of its products listed in EXHIBIT A; and

     WHEREAS, Distributor,  together with its third party logistics provider (if
applicable),  possesses the expertise to warehouse and distribute pharmaceutical
products; and

     WHEREAS,  Cytogen is willing to appoint Distributor as a distributor of its
products on the terms and conditions set forth in this Agreement and Distributor
is willing to accept such appointment.

     NOW,  THEREFORE,  in  consideration  of the above  recitals,  the terms and
conditions hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.0  DEFINITIONS

     1.1.      "Agreement"  means this Product  Purchase  and Supply  Agreement,
                ---------
               together with all  exhibits,  appendices  and  statements of work
               attached  hereto,  as amended from time to time by the Parties in
               accordance with Section 14.5.

     1.2.      "Applicable   Law"  means  all  applicable   ordinances,   rules,
                ----------------
               regulations, laws, guidelines,  guidance,  requirements and court
               orders of any kind  whatsoever of any United  States  government,
               state government (including,  without limitation, any State Board
               of Pharmacy) as amended from time to time.

     1.3.      "Confidential  Information"  has the meaning set forth in Section
                -------------------------
               11.3.

     1.4.      "Cytogen  Contracts"  means those  contracts  between Cytogen and
                ------------------
               customers of Distributor.

     1.5.      "Cytogen Indemnities" has the meaning set forth in Section 7.2.
                -------------------

     1.6.      "Distributor  Indemnitees"  has the  meaning set forth in Section
                ------------------------
               7.1.

     1.7.      "Parties"  means Cytogen and  Distributor  together,  and "Party"
                -------
               means either of them as the context requires.

     1.8.      "United States" means the fifty United States and the District of
                -------------
               Columbia.

     1.9       "Product(s)" means the pharmaceutical  products distributed under
                ----------
               this  Agreement,  as set  forth  in  the  Product  List  attached
               hereto as  EXHIBIT A, as may be added to from time to time.

     1.10       "Product Attachment" has the meaning set forth in Section 2.2.
                 ------------------


                                      -1-
<PAGE>
2.0  PURCHASE AND SUPPLY COMMITMENTS

     2.1.      Appointment as Distributor.  Cytogen hereby appoints Distributor,
               --------------------------
               and  Distributor  hereby  accepts  appointment,  as the exclusive
               Distributor of Products listed in EXHIBIT A in the United States.
               Products will be added to the Agreement  upon the mutual  written
               agreement  of  the  parties,  in  accordance  with  Section  2.2.
               Distributor shall not sell Products other than under the terms of
               this  Agreement  without  the prior  written  consent of Cytogen.
               Distributor   will   maintain  all   facilities,   personnel  and
               infrastructure within compliance of all Applicable Law.

     2.2.      Product Attachment. For each Product added to the Product List, a
               ------------------
               Product  Attachment,  in  the  form  of  EXHIBIT  B  (a  "Product
               Attachment"),  will be executed by both parties.  When  executed,
               the Product  Attachment will be incorporated in and will become a
               part of this Agreement.  In the event of any conflict between the
               terms of this  Agreement  and the terms of a Product  Attachment,
               the Product Attachment will govern.

     2.3.      Shipping, Distribution and Delivery.
               -----------------------------------

               2.3.1     Cytogen (or its contract supplier) shall ship  Products
                         to Distributor's warehouse or other facility identified
                         in its purchase order  at such times as may be mutually
                         agreed when reasonably necessary to fill  Distributor's
                         orders. Henceforth,  references  in  the  Agreement  to
                         purchases  of  Product by  Distributor  shall  include,
                         where applicable, purchases of Product by a third party
                         logistics provider. Expedited shipments to  Distributor
                         will  require  written notification to Cytogen and  may
                         require   payment  of   additional  fees.  Except   for
                         consignment inventory, title and risk of loss  to  each
                         order  of  Products   shipped  to Distributor hereunder
                         shall  pass to  Distributor at the point of delivery to
                         Distributor's  designated warehouse  facilities (F.O.B.
                         Distributor's  warehouse facilities, freight  prepaid).
                         In  addition,  Distributor  shall charge  Cytogen,  and
                         Cytogen shall pay, all shipping costs  associated  with
                         shipments  of Product to customers  for orders taken on
                         behalf of Cytogen.

               2.3.2     Cytogen  agrees  to  use  its  commercially  reasonable
                         efforts  to   provide  Distributor's  requirements  for
                         Products  in a  timely  fashion  without  interruption.
                         In  the  event   of  a  shortage  of  Products, Cytogen
                         reserves the right  to allocate  available supplies  of
                         Products amongst all purchasers in its sole discretion.

               2.3.3     Distributor  shall  carefully   examine  Products  upon
                         delivery  and shall  notify Cytogen  no later than [**]
                         days  following receipt of  goods  visibly  damaged  in
                         transit  or receipt of  goods that have been in transit
                         for  a period greater  than [**]. Along with  notice of
                         any defects,  Distributor  shall furnish  to Cytogen  a
                         detailed description  of the nature of the defect. Upon
                         receipt  of  notice  of  any  defect, Cytogen,  at  its
                         option,  shall physically examine and/or issue a return
                         authorization  and replace  any  defective  Product  or
                         issue  Distributor  a  credit  in  the  amount  of  the
                         purchase price,  less any  prompt payment  discount and
                         processing fees. Distributor will, at Cytogen's written
                         request (in  the form of  a  disposition   letter  from
                         Cytogen's   Quality  Assurance Department) and expense,
                         follow Cytogen's instructions to dispose of any Product
                         delivered  to  Distributor  that contains  a defect and
                         will provide Cytogen with a Certificate of Destruction.
                         Cytogen shall not be otherwise  liable to  Distributor.
                         In the absence of  written  notice from Distributor  to
                         Cytogen  in accordance  with the terms of  this Section
                         2.3.3,  a  shipment of  any Product  shall be deemed to
                         have  been  delivered  and accepted by  Distributor  as
                         complete  and in  satisfactory   condition. Distributor
                         shall cooperate with Cytogen in investigating the cause
                         of any defect in a Product.

               2.3.4     Distributor  agrees to store Products, at all times, in
                         accordance  with  the   storage  requirements  [**] set
                         forth  in  the  approved  product  labeling  for   each
                         Product, which will be  provided by Cytogen  as part of
                         the Product  Attachment,  and  which  may be amended or
                         supplemented  from time  to time by Cytogen in writing.
                         Distributor  will require its  customers to comply with
                         the terms  of the  approved  product labeling for  each
                         Product as a condition of sale.  Distributor  will ship
                         Product to its customers using qualified shipping

                                      -2-
<PAGE>
                         procedures  and   containers  so  as  to  maintain  the
                         labeled   temperature  requirements  of  the   Product.
                         Distributor also agrees to  notify Cytogen  immediately
                         upon excursions in storage conditions at  Distributor's
                         facilities or as reported  by Distributor's  customers.
                         Distributor  will keep  Cytogen informed  regarding all
                         temperature   excursion   investigations,    including,
                         without limitation,  providing Cytogen with all related
                         documents and reports.

               2.3.5     Distributor   shall   be   solely    responsible    for
                         implementing   and  maintaining   health   and   safety
                         procedures  for  handling of  Products at Distributor's
                         facilities.  Such  procedures  shall  comply  with  all
                         applicable laws and regulations. Cytogen  shall have no
                         responsibility   for    developing,   implementing   or
                         overseeing  Distributor's health  and  safety programs.
                         Cytogen   shall   provide    Distributor    with    all
                         information   regarding  known  or  potential   hazards
                         associated  with  Products,  and Cytogen  shall  comply
                         with all current legislation and regulations concerning
                         the shipment of Products by land, sea or air.

               2.3.6     Cytogen  shall  accept  returns of [**] to  obtain,  at
                         Cytogen's   option,  replacement   goods   or   credit.
                         Distributor  shall,   at   Cytogen's  request,   follow
                         Cytogen's  instructions to destroy any such Product and
                         will provide upon request, a Certificate of Destruction
                         for  all destroyed  Product.  Cytogen has  the right to
                         change its return policy upon [**] prior written notice
                         to Distributor.

               2.3.7     For  any  returned  drug  products  (as  defined  in 21
                         CFR  ss. 211.204),  Distributor shall supply to Cytogen
                         the lot number (or control  number  or batch number) of
                         such product, reason for the return, quantity returned,
                         date of return, and the name of the  customer returning
                         the product.

               2.3.8     Cytogen  agrees that during the  term of this Agreement
                         or any renewal  thereof, it shall not discontinue  sale
                         of Products to Distributor except on [**] prior written
                         notice unless otherwise  required by law or by order of
                         any  governmental or judicial body having  jurisdiction
                         over  Cytogen,  or  in  connection  with  a termination
                         pursuant to Section 13.

               2.3.9     Distributor  agrees to use its commercially  reasonable
                         efforts to  successfully  distribute  Products  in  the
                         United States.

               2.3.10    Distributor  agrees to provide written  notification to
                         Cytogen of sales to unrelated third  party distributors
                         and  wholesalers within [**] of each such sale.

               2.3.11    In the event that a Distributor customer  requests drop
                         shipment  of a  Product, Distributor  agrees to  send a
                         drop  shipment  request  in writing  via  facsimile  to
                         Cytogen identifying the Distributor customer requesting
                         the drop  shipment, the Distributor customer's  address
                         and  phone number to Cytogen's designated drop shipper.
                         If Cytogen accepts such drop shipment request,  Cytogen
                         shall  charge Distributor  [**] plus  shipping  charges
                         for each drop  shipment made to a Distributor customer.

               2.3.12    Cytogen shall have the right to designate a third party
                         to  receive  notice  and manage  Cytogen's  obligations
                         under Sections 2.3.3, 2.3.6 or 2.3.7 of this Section 2.

               2.3.13    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
                         Distributor, to visit Distributor's warehouse and other
                         facilities.  During any such visit,  Cytogen  will have
                         the right to: (a) inspect  the storage facilities;  (b)
                         inspect   storage  procedures;  (c)   inspect  records,
                         reports  and  other  documentation  pertinent  to   the
                         transport  or  storage  of   Products  (including   any
                         internal quality control  audits or  reviews  conducted
                         by  Distributor), during normal business hours; and (d)
                         perform  a  physical  count  of  goods. Notwithstanding
                         anything  to  the contrary, Cytogen  or its  authorized
                         representative,  will have the  right to: (A) [**]; and
                         (B) conduct more  than [**] per  year  where additional
                         inspection  is  necessary  (i)  due  to the  receipt by
                         Distributor  of  any   communication  from  a  relevant
                         regulatory authority threatening supply of the Products
                         as a result of compliance  deficiencies at  the storage
                         facilities, or (ii) if Distributor was

                                      -3-
<PAGE>


                         found  to  be  in  material  non-compliance   of   this
                         Agreement  in    the   last   inspection    where  such
                         non-compliance relates to the storage of the Products.

               2.3.14    Distributor  shall aid  Cytogen in  all Product-related
                         investigations  relative to  Adverse Events and Product
                         Complaints.

               2.3.15    Distributor shall secure any governmental or regulatory
                         approvals,  at  its  own  expense,  necessary  for  its
                         purchase, use or resale  of  the Products  and  provide
                         proof  of   regulatory  notification  or  approval   as
                         requested by Cytogen.

               2.3.16    The intent of the parties  with  respect to the flow of
                         inventory under this Agreement is set forth in the flow
                         chart attached as EXHIBIT D.

3.0  PRICING

     3.1.      Distributor  agrees to pay for each Product based on the purchase
               price  schedule in the Product  Attachment  in EXHIBIT B for such
               Product,  which may be  amended  from  time to time at  Cytogen's
               discretion.  Distributor shall pay Cytogen invoices in accordance
               with due dates as specified in EXHIBIT C ("FEE SCHEDULE").

               Cytogen  agrees  to pay OTN  minimum  management  fees of [**] to
               cover costs  associated  [**]. Any commissions or management fees
               paid to OTN will be deducted from this amount.

     3.2.      Distributor  will  recognize  and  administer  Cytogen  Contracts
               pursuant to which Cytogen and Cytogen  customers have established
               prices at which the customer may purchase Product, subject to the
               continued  validity  of  Cytogen  Contracts  in  accordance  with
               applicable  law,   including   without   limitation  the  Federal
               Anti-kickback   statute,  42  U.S.  ss.1320a-7b.   The  wholesale
               acquisition  cost to be charged by  Cytogen  to  Distributor  for
               Product shall be set forth in the Product Attachment in EXHIBIT B
               for such Product.

4.0  OTHER SERVICES

     4.1       Cytogen  and  Distributor  may develop and enter into one or more
               Statements  of Work  incorporating  a  description  of additional
               services  requested  by Cytogen  (each,  and as  modified  by the
               parties from time to time, an "SOW"). Such services shall be paid
                                              ---
               on a  fee-for-service  basis and each SOW will set forth  project
               scope,  schedule,  project  activities and tasks,  payment terms,
               Distributor  personnel  to be dedicated to the Work and roles and
               responsibilities  of the  parties.  Distributor  will provide the
               services described in each SOW (the "Work").  To the extent there
                                                    ----
               are  any  conflicts  between  this  Agreement  and any  SOW,  the
               provisions of this Agreement shall control.

5.0  GENERAL WARRANTIES

     5.1       Cytogen  Representations  and Warranties.  Cytogen represents and
               ----------------------------------------
               warrants that upon delivery to Distributor,  Products shall:  (a)
               be  in  compliance   with   applicable  law  and  all  regulatory
               requirements  of  the  Food  and  Drug  Administration   ("FDA"),
               including  those related to the  adulteration  or  misbranding of
               products  within the meaning of Sections  501 and 502 of the Food
               Drug and Cosmetics Act  ("FDCA");  (b) not be articles  which may
               not  be  introduced  into  interstate  commerce  pursuant  to the
               requirements  of Sections  505, 514, 515, 516 or 520 of the FDCA;
               and (c) be  manufactured  in  accordance  with  current  FDA Good
               Manufacturing  Practices as required by 21 C.F.R.  ss.ss. 210 and
               820.

               THE  WARRANTIES  IN  SECTION  5.1  ARE  THE  SOLE  AND  EXCLUSIVE
               WARRANTIES  OF CYTOGEN AS TO THE  PRODUCTS,  AND ARE EXPRESSLY IN
               LIEU OF ANY OTHER WARRANTIES,  ORAL OR IMPLIED, INCLUDING WITHOUT
               LIMITATION  ANY ORAL OR IMPLIED  WARRANTY OF  MERCHANTABILITY  OR
               FITNESS FOR PARTICULAR PURPOSE.


                                      -4-
<PAGE>

     5.2       Distributor    Representations   and   Warranties.    Distributor
               -------------------------------------------------
               represents  and warrants that: (a) it possesses and will maintain
               all federal,  state and local  licenses and permits  necessary to
               its  performance of this  Agreement and agrees to comply,  in all
               material  respects,  with all Applicable  Law; (b) Distributor is
               not now nor has in the past been  debarred  by the United  States
               Food and Drug  Administration  under the Generic Drug Enforcement
               Act of 1992; (c) Distributor shall properly supervise all persons
               performing  the services  hereunder and shall ensure that any and
               all such persons comply with the terms of this Agreement; (d) the
               services to be performed  under this  Agreement will be performed
               in a good and  workmanlike  manner in  accordance  with  standard
               industry   custom;   (e)   Distributor  has  adequate  staff  and
               facilities  to  complete  the  services in a timely  manner;  (f)
               Distributor will not infringe the intellectual property rights on
               any third party during the  performance  of its duties  hereunder
               and  the  services  hereunder;   (g)  for  the  duration  of  the
               Agreement,  Distributor's  warehouse  facilities for the Products
               shall comply with  Applicable  Law; and (h) it shall not make any
               representation to a third party concerning the Products which has
               not been approved or endorsed by Cytogen.

     5.3       Representations  and  Warranties  of  the  Parties.  Each  of the
               --------------------------------------------------
               Parties  represents  and  warrants to the other party as follows:
               (a) it is duly organized,  validly  existing and in good standing
               under the laws of the state in which it is  organized;  (b) , (2)
               it has the power and  authority to carry on its business as it is
               now being  conducted;  (c) it has the power and authority and the
               legal  right to enter  into this  Agreement  and to  perform  its
               obligations  hereunder;  (d) it has taken all necessary action on
               its  part  to  authorize  the  execution  and  delivery  of  this
               Agreement and the performance of its obligations  hereunder;  (d)
               it is in compliance  with all  requirements  of Applicable  Laws,
               except to the extent that any noncompliance  would not materially
               adversely  affect such party's ability to perform its obligations
               under the  Agreement;  (e) this  Agreement has been duly executed
               and delivered on behalf of such Party,  and  constitutes a legal,
               valid,  binding  obligation,  enforceable  against  such Party in
               accordance with its terms; (f) all necessary consents,  approvals
               and  authorizations  of  all  regulatory  authorities  and  other
               persons  required to be obtained by such party in connection with
               the Agreement have been obtained;  (g) the execution and delivery
               of this Agreement and the performance of such Party's obligations
               hereunder  do not  conflict  with or violate any  requirement  of
               Applicable   Laws  and  do  not  materially   conflict  with,  or
               constitute a material  default or require any consent under,  any
               contractual obligation of such Party.

6.0  REGULATORY MATTERS

     6.1       FDA  Clearance.   Cytogen   represents  that,  upon  delivery  to
               --------------
               Distributor,  Products  will have been  approved by the FDA to be
               marketed  in the  United  States,  and  that  all  international,
               federal and state  approvals  and  permits  for the  manufacture,
               importation,   design,   testing,   inspection,   labeling,   and
               instructions  for use, sale and  distribution  of Products in the
               United States have been obtained. Cytogen agrees that it shall be
               solely   responsible   for,  and  comply  with,   all  applicable
               international, federal and state laws governing the regulation of
               the  manufacture,   importation,   design,  testing,  inspection,
               labeling,  sale, and  instructions  for use of the Product in the
               United States and its Territories.

     6.2       Inspections.
               -----------

               6.2.1     Distributor  agrees to  cooperate  with any  inspection
                         of Product shipment conducted by a governmental agency.

               6.2.2     Distributor  shall notify  Cytogen  immediately  of any
                         inspection  by  any  international,  federal,  state or
                         local   regulatory   or   governmental   representative
                         concerning  Products and shall  provide Cytogen  with a
                         copy  of  the  results  of  such  inspection  and  such
                         actions,  if any, taken  to remedy conditions  cited in
                         such  inspections.  Distributor  shall   keep   Cytogen
                         informed of all relevant events during any governmental
                         inspection.  Cytogen  may, at  its discretion  and with
                         agreement  of  Distributor  regulatory  personnel,   be
                         present for any governmental inspection should the need
                         arise.

     6.3       Complaints, Adverse Reactions, Recalls.
               --------------------------------------


                                      -5-
<PAGE>
               6.3.1     Each Party  agrees to inform the  other Party  promptly
                         (but  in  no  event later  than  [**]  after   becoming
                         aware)  of   any  information   concerning   complaints
                         involving a Product complaint (as defined in 21 CFR ss.
                         211.198). Distributor shall supply the name of the drug
                         product, lot number, name of complainant, and nature of
                         complaint.

               6.3.2     Each  Party agrees to  inform the other Party  promptly
                         (but in no event later than [**] after  becoming aware)
                         of any information concerning adverse drug  experiences
                         (as  defined in  21 CFR ss. 314.80), injury,  toxicity,
                         sensitivity  reaction associated with  the clinical use
                         of  a Product,  whether or not considered  related to a
                         Product, or adulteration or misbranding of a Product by
                         any distributor,  wholesaler or other  third party. All
                         notifications  under this  Section  shall  be  made  by
                         calling  1-866-692-6374  and shall,  upon  request,  be
                         confirmed by  facsimile on Cytogen's designated adverse
                         event forms (FDA Med Watch Form, 3500A).

               6.3.3     If  there  is a  recall  or  withdrawal  of a  Product,
                         Distributor  agrees  to  stop  shipping  recalled  lots
                         immediately,  and in no event  later  than  [**]  after
                         Distributor  receives  written  notification  of   such
                         recalls.  Distributor shall cooperate fully in any such
                         recall.

               6.3.4     Cytogen   agrees  to   reimburse  Distributor  for  any
                         documented  reasonable  costs  or   expenses (including
                         reasonable attorneys' fees)  that Distributor  actually
                         may incur due to  recalls, withdrawals, or replacements
                         of  any  Product  imposed  by   Cytogen  or  the   FDA.
                         Distributor  shall  prepare a detailed  invoice of such
                         costs or expenses, and undisputed amounts shall be paid
                         by  Cytogen  within  thirty (30) days of its receipt of
                         such invoice. Pursuant to Section 8, Cytogen shall have
                         the right to conduct an audit,  or have an  independent
                         auditor conduct and audit,  of Distributor's  books and
                         records  to  verify   that such  costs and expenses are
                         properly  chargeable  in   accordance  with   generally
                         accepted accounting principles.

     6.4       Compliance  with Law.  Distributor  shall at all times during the
               --------------------
               term of this Agreement comply,  with all  international,  federal
               and  state  laws,   regulations  and  orders  applicable  to  its
               operations as a wholesale  and/or retail  Distributor  including,
               without limitation,  the Federal Anti-kickback Statute, 42 U.S.C.
               ss. 1320(a)-7b,  and the Federal Self-Referral Law, 42 U.S.C. ss.
               1395nn.

     6.5       Compliance with Fee, Rebate and Discount Laws.  Distributor shall
               ---------------------------------------------
               disclose all fees and/or discounts required to be disclosed under
               any state or federal  program which provides cost or charge based
               reimbursement to Distributor for the Products provided under this
               Agreement as required by the applicable laws, including 42 U.S.C.
               ss.1320(a)-7b.  Distributor  further represents and warrants that
               it, and any of its Affiliates, are in compliance with, and during
               the term of this  Agreement  covenants that it and its Affiliates
               shall  remain in  compliance  with,  any  federal  or state  laws
               applicable  to the fees,  rebates  or  discounts  paid by Cytogen
               pursuant to this Agreement,  including  without  limitation,  any
               laws requiring the proper  disclosure  and/or  reporting of fees,
               rebates or  discounts.  Without  limiting the  generality  of the
               foregoing, Distributor shall comply with any applicable reporting
               requirements to any health care corporation, health care insurer,
               other third party  payor,  or patient  pursuant to any federal or
               state laws and regulations.

     6.6.      [**].

7.0  INDEMNIFICATION

     7.1       Cytogen will indemnify,  defend,  and hold harmless  Distributor,
               its  affiliates,  parents,  subsidiaries,   directors,  officers,
               agents and employees  (collectively,  "DISTRIBUTOR  INDEMNITEES")
               from and against, and reimburse Distributor  Indemnitees for, any
               and all  claims,  demands,  actions,  causes of  action,  losses,
               judgments,  damages,  costs  and  expenses  (including,  but  not
               limited to, reasonable  attorneys' fees, court costs and costs of
               settlement) arising out of claims against Distributor Indemnitees
               arising out of: (a) Cytogen's  manufacture of a Product;  (b) the
               death of, or bodily  injury  to, any person on account of the use
               of a Product,  to the extent such death or bodily injury  results
               from a defect in the design,  workmanship  or manufacture of that
               Product; (c) any recall or withdrawal of a Product; (d) Cytogen's
               violation of any applicable law or government regulation;

                                      -6-
<PAGE>


               (e) any claims that the  Distributor's  distribution or sale of a
               Product  infringes  the  patent  or other  intellectual  property
               rights of any third party; or (f) any breach by Cytogen of any of
               its representations,  warranties, covenants or agreements in this
               Agreement.  Notwithstanding the foregoing,  Cytogen shall have no
               indemnification   obligation  or  liability  to  the  Distributor
               Indemnitees  for loss or damage  resulting from any negligent act
               or omission or willful misconduct by the Distributor  Indemnitees
               related to the performance of services under this Agreement.

     7.2       Distributor will indemnify,  defend,  and hold harmless  Cytogen,
               its  affiliates,  parents,  subsidiaries,   directors,  officers,
               agents and employees  (collectively  "CYTOGEN  INDEMNITEES") from
               and against,  and reimburse Cytogen  Indemnitees for, any and all
               claims, demands,  actions,  causes of action, losses,  judgments,
               damages,  costs and  expenses  (including,  but not  limited  to,
               reasonable  attorneys' fees, court costs and costs of settlement)
               arising out of claims against Cytogen Indemnitees arising out of:
               (a) the death of, or bodily  injury  to, any person on account of
               the use of a Product,  to the extent such death or bodily  injury
               results from Distributor's negligence or willful misconduct;  (b)
               Distributor's  violation of any  applicable  law or  governmental
               regulation;  or  (c)  any  breach  by  Distributor  of any of its
               representations,  warranties,  covenants  or  agreements  in this
               Agreement.  Notwithstanding the foregoing, Distributor shall have
               no  indemnification   obligation  or  liability  to  the  Cytogen
               Indemnitees  for loss or damage  resulting from any negligent act
               or omission  or willful  misconduct  by the  Cytogen  Indemnitees
               related to the performance of services under this Agreement.

     7.3       Each  Party  agrees to  notify  the other  Party  within  [**] of
               receipt of any  claims  made for which the other  Party  might be
               liable  under  Section  7.1 or  7.2,  as the  case  may  be.  The
               indemnifying  Party shall have the right, but not the obligation,
               to defend, negotiate and settle such claims;  provided;  however,
               that the  indemnified  Party shall be entitled to  participate in
               the defense of such  matter and to employ  counsel at its expense
               to  assist  therein.  The  Party  seeking  indemnification  shall
               provide  the   indemnifying   Party  with  such  information  and
               assistance as the  indemnifying  Party may reasonably  request at
               the expense of the  indemnifying  Party.  The Parties  understand
               that no insurance deductible shall be credited against losses for
               which a Party is responsible under this Section 6.

     7.4       Neither Party shall be  responsible or bound by any settlement of
               any  claim  or suit  made  without  its  prior  written  consent;
               provided,   however,   that  the  indemnified   Party  shall  not
               --------    -------
               unreasonably withhold or delay such consent.

8.0  RECORDS AND ACCOUNTING

     8.1       During the term  hereof and for [**]  thereafter,  or such longer
               period as may be required  by law,  the  Parties  shall  maintain
               accurate records as required to meet applicable local,  state and
               federal  laws and  regulations.  For the same  period,  except as
               otherwise  required by any such laws or  regulations,  each Party
               shall provide the other Party, upon reasonable notice,  access to
               any requested  documentation  related to the  performance of this
               Agreement during reasonable business hours.

9.0  INSURANCE

     9.1       Cytogen will maintain in effect during the term of this Agreement
               (and for at least [**]  thereafter  for claims  made  coverage) a
               comprehensive  general  liability  policy and products  liability
               policy on each Product. This comprehensive insurance policy shall
               be in an amount not less than [**]  combined  Single Limit Bodily
               Injury and Property  Damage  covering its duties and  obligations
               under the Agreement.  Cytogen shall use  commercially  reasonable
               efforts to provide [**] notice to Distributor in the event of any
               material  modifications,  cancellation,  or termination  thereof.
               Cytogen  agrees  to  provide  Distributor  upon  request  with  a
               certificate of insurance evidencing  compliance with this Section
               9.1 within [**] of  execution  of this  Agreement  or any Product
               Attachment hereunder.


                                      -7-
<PAGE>


     9.2       Distributor and, if applicable,  logistics provider, collectively
               will  maintain  in effect  during  the term of this  Agreement  a
               comprehensive   general  liability  policy.   This  comprehensive
               insurance  policy  shall be in an  amount  not less than [**] per
               occurrence  and  [**]  in  the  aggregate.  Distributor  and,  if
               applicable, logistics provider, shall use commercially reasonable
               efforts  to insure  that  insurer  will  provide  [**]  notice to
               Cytogen in the event of any material modifications, cancellation,
               or termination  thereof.  Distributor  agrees to provide  Cytogen
               upon  request  with  a   certificate   of  insurance   evidencing
               compliance with this Section 9.2 within [**] of execution of this
               Agreement or any Product Attachment hereunder.

10.0 FORCE MAJEURE

     10.1      Notwithstanding  any provision  contained herein to the contrary,
               neither  Party  shall be deemed to be in  default  hereunder  for
               failing  to  perform  or  provide  any of the  services  or other
               obligations  to  be  performed  or  provided   pursuant  to  this
               Agreement if such failure is the result of any labor dispute, act
               of God,  inability  to obtain  labor or  materials,  governmental
               restrictions  or any other event  which is beyond the  reasonable
               control of the Party. In the event of a force majeure occurrence,
               the Party unable to perform shall promptly notify the other Party
               in writing and shall use commercially reasonable diligent efforts
               to resume performance.

11.0 CONFIDENTIALITY

     11.1      Each Party  agrees to  maintain as  confidential  both during the
               term  of  this   Agreement  and   thereafter   all   Confidential
               Information  provided to it pursuant to this  Agreement and shall
               not,  without the  specific  written  consent of the other Party,
               disclose it to any third party (except as required by law) or use
               it for its own purpose (except as contemplated herein).

     11.2      Each Party acknowledges that it may have heretofore  received and
               may from time to time hereafter receive Confidential  Information
               of the other Party,  and such Party  receiving such  Confidential
               Information shall do the following:

               11.2.1    maintain  such Confidential  Information in  confidence
                         and not disclose such Information to any third party;

               11.2.2    not  use such  Confidential Information  other  than in
                         performance of this Agreement;

               11.2.3    disclose such Confidential Information to its employees
                         or to employees  of its  affiliates only to  the extent
                         that  such  employees need  to  know  such Confidential
                         Information   to  carry   out  the   receiving  Party's
                         obligations under this Agreement; and

               11.2.4    return   within  [**]   of  the  termination   of  this
                         Agreement,  or at  the request  of the other Party, all
                         documents,  papers   and  other   tangible  goods   and
                         property, including all copies or reproductions thereof
                         which contain or reflect Confidential Information.

     11.3      As used in this Section 11, "CONFIDENTIAL INFORMATION" shall mean
               any and all information including,  but not limited to, the terms
               and conditions of this Agreement that is or has been disclosed in
               writing  or orally by either  Party to the other  Party  which is
               either  confidential  or  proprietary  in  nature  including  any
               reports generated herewith; provided, however, that "Confidential
               Information" shall not include information which:

               11.3.1    is or becomes generally available to the public through
                         no fault of the receiving Party;

               11.3.2    was  or becomes  known to, or  was or  is independently
                         developed by, the  receiving  Party;  provided  that it
                         was  or is not  acquired, directly  or indirectly, from
                         the disclosing Party or was or is developed without the
                         use of any Confidential  Information of the  disclosing
                         Party; or

               11.3.3    is disclosed in good faith to the receiving Party by  a
                         third party lawfully in possession of such  information
                         and who was not under an obligation of nondisclosure to
                         the disclosing Party with respect of such information.


                                      -8-
<PAGE>
     11.4      Nothing in this  Section 11 shall  preclude  the  following:  (a)
               disclosures  to counsel to a Party for the purpose of  monitoring
               regulatory  compliance  or rendering  legal advice  pertaining to
               this  Agreement;  (b)  disclosures  to  internal  or  independent
               auditors of a Party or (c) disclosures made in accordance with or
               pursuant  to  law,   regulation  or  legal  directive   including
               subpoenas  or  governmental   investigatory   inquiry,   provided
               however,  that: (1) such  disclosures are limited in scope,  (ii)
               that company is notified before such  disclosure;  and (iii) that
               the  disclosing  Party  seeks   confidential   treatment  of  any
               confidential information required to be disclosed.

12.0 JOINT PUBLICITY

     12.1      If either Party wishes to make a public  announcement  concerning
               this Agreement or the relationship established hereunder and such
               disclosure mentions the other Party by name or description,  such
               other  Party  shall  be  provided  with  an  advance  copy of the
               disclosure  and  shall  have  [**]  within  which to  approve  or
               disapprove such use of its name or description (including mention
               of the name of a  Product).  Approval  shall not be  unreasonably
               withheld by either Party.  Absent approval,  no public disclosure
               shall use the name of or otherwise  describe such Party except to
               the extent required by law, or to the extent that the description
               of the other  Party is  limited to public  information  about the
               availability of a Product.

13.0 TERM AND TERMINATION OF AGREEMENT

     13.1      Term.  This Agreement  shall commence upon the Effective Date and
               ----
               shall  continue  for a term of three (3)  years.  This  Agreement
               shall automatically renew for successive  additional one (1) year
               terms  unless,  not  less  than  ninety  (90)  days  prior to the
               anniversary  date,  either Party notifies the other of its intent
               to terminate this Agreement as of the anniversary date.

     13.2      Termination.  The initial  term of this  Agreement or any renewal
               -----------
               term or any Product Attachment may be terminated only as follows:

               13.2.1    Without  Cause.  This  Agreement may be  terminated  by
                         --------------
                         either  Party  without cause  upon  one hundred  eighty
                         (180) days' prior written notice to the other Party.

               13.2.2    Event of  Material Breach:  Good Cause. This  Agreement
                         --------------------------------------
                         may  be terminated  by either Party  if the other Party
                         shall default in the performance of any of its material
                         obligations under this Agreement, upon  forty-five (45)
                         days' prior written notice to the other, specifying the
                         nature  of the default,  unless such  other Party shall
                         cure that default within the forty-five (45) day notice
                         period.

               13.2.3.   Change  in  Law.  This  Agreement  may  be   terminated
                         ---------------
                         immediately  by  either  Party  upon providing  written
                         notice  to the  other if any  existing federal or state
                         law  or  regulation  is  changed,  if  any  new  law or
                         regulation  is promulgated or if there  is made any new
                         or changed interpretation of any law or regulation such
                         that the effect of such changed or new law,  regulation
                         or interpretation of any law or  interpretation thereof
                         in  connection with  this Agreement,  would  materially
                         affect either Party's business, pricing policies or the
                         manner in which  either Party does  business (including
                         among such  effects a requirement that Cytogen gives to
                         others  any  benefit  given  to Distributor  under this
                         Agreement).

               13.2.4.   Failure   to  Comply   with  Law.  Either   Party   may
                         --------------------------------
                         immediately  terminate this  Agreement  upon  providing
                         written notice to the other if any performance under it
                         by the other Party of this Agreement fails to comply in
                         all  material  respects  with   any   Applicable   Law,
                         including  without  limitation, the  laws governing the
                         testing,   approval,  sale,   storage,   packaging   or
                         distribution  of a Product or the  Anti-kickback Law as
                         may be amended, supplemented or modified.

               13.2.5.   Best  Price Modification. In the event that the Parties
                         ------------------------
                         are  unable  to  negotiate   a  modification  of   this
                         Agreement  resulting  from  the establishment  of a new
                         "best price" for a Product or as otherwise  required by
                         law  within ten (10) days  of Cytogen's notice,

                                      -9-
<PAGE>
                         Cytogen may terminate  this Agreement, or the  relevant
                         Product Attachment, immediately.

               13.2.6.   Insolvency. This Agreement may be terminated by  either
                         ----------
                         Party  immediately  upon  notice  to the  other, if the
                         other Party shall make an assignment for the benefit of
                         creditors,  shall  file a  petition  in  bankruptcy, is
                         adjudicated insolvent or bankrupt, or  if a receiver or
                         trustee is appointed with respect to a substantial part
                         of  such  other  Party's property  or  a proceeding  is
                         commenced  against it  which will  substantially impair
                         its ability to perform hereunder.

               13.2.7.   Effect  of  Termination. Upon termination or expiration
                         -----------------------
                         of this Agreement, Distributor shall return to  Cytogen
                         all Confidential Information of Cytogen.

     13.3      Remedies. Each of the Parties to this Agreement shall be entitled
               --------
               to enforce its rights under this Agreement to recover damages and
               costs (including reasonable attorneys' fees) caused by any breach
               of any  provision  of this  Agreement  and to exercise  all other
               rights  existing in its favor,  regardless of any  termination of
               this Agreement by such breaching Party pursuant to Section 13.

14.0 MISCELLANEOUS

     14.1      Choice of Law. This Agreement  shall be governed by,  interpreted
               -------------
               and  construed  under the laws of the State of New York,  without
               regard to any  choice of law  principle  that would  dictate  the
               application of the law of another jurisdiction.

     14.2      Assignment.  This  Agreement  may not be  assigned  or  otherwise
               ----------
               transferred by either Party without the prior written  consent of
               the other  Party;  provided,  however,  that  either  Party  may,
               without such consent,  but with notice to the other Party, assign
               this  Agreement,  in whole or in part, (a) in connection with the
               transfer  or sale of all or  substantially  all of the  assets of
               such  Party or the line of  business  or a Product  to which this
               Agreement relates, (b) to the successor entity or acquirer in the
               event of the  merger,  consolidation  or change of  control  of a
               Party hereto, or (c) to any Affiliate of the assigning Party. Any
               purported assignment in violation of the preceding sentence shall
               be void.  Any  permitted  assignee  shall  assume  the rights and
               obligations of its assignor under this Agreement.

     14.3      Waiver. No waiver of any default hereunder by either Party or any
               ------
               failure  to  enforce  any  rights  hereunder  shall be  deemed to
               constitute a waiver of any subsequent default with respect to the
               same or any other provision  hereof. No waiver shall be effective
               unless made in writing  with  specific  reference to the relevant
               provision(s)  of this  Agreement and signed by a duly  authorized
               representative of the Party granting the waiver.

     14.4      Notice.  All  communications  and  notices  from one Party to the
               ------
               other  shall be in writing and shall be given by  addressing  the
               same to the other at the address or facsimile number set forth in
               this Agreement,  or at such address or facsimile number as either
               may specify in writing to the other.  Communications  and notices
               to  Cytogen  will be marked  "ATTENTION  LEGAL  DEPARTMENT."  All
               notices  shall  become  effective  when  deposited  in the United
               States mail with proper  postage  for first class  Registered  or
               Certified Mail prepaid,  return receipt requested,  or commercial
               courier or when delivered  personally,  or, if promptly confirmed
               by mail or commercial  carrier as provided above, when dispatched
               by facsimile.

     14.5      Amendment. Neither this Agreement nor any of the terms hereof may
               ---------
               be terminated, amended, supplemented,  waived or modified orally,
               except by an instrument in writing signed by each Party.

     14.6      Survival of  Provisions.  Sections  6.2, 6.3, 7, 8, 9, 11, 12, 13
               -----------------------
               and  14   herein   shall   survive   the   expiration   or  other
               termination of this Agreement.

     14.7      Relationship of Parties.  Distributor's relationship with Cytogen
               -----------------------
               hereunder  shall be that of independent  contractor,  and neither
               Party shall be considered the agent,  partner or employee of or a
               joint  venture with the other Party,  in its  performance  of all
               duties under this Agreement.

                                      -10-
<PAGE>


     14.8      Cumulative  Remedies.   Except  as  expressly  provided  in  this
               --------------------
               Agreement,  and to the  extent  permitted  by law,  any  remedies
               described in this Agreement are cumulative and not alternative to
               any other remedies available at law or in equity.

     14.9      Severability. In the event that any one or more of the provisions
               ------------
               contained  in  this  Agreement  are  for  any  reason  held to be
               invalid,   illegal  or   unenforceable   in  any  respect,   such
               invalidity,  illegality or unenforceability  shall not affect any
               other  provision of this  Agreement,  and this Agreement shall be
               construed as if such invalid,  illegal or unenforceable provision
               or provisions had never been included. The parties shall, in good
               faith,  amend this Agreement to provide,  to the extent possible,
               each  Party  with  the  benefits  provided  by  such  invalid  or
               unenforceable provision.

     14.10     Headings.  The  headings  contained  in  this  Agreement  are for
               --------
               reference  purposes  only and  shall  not  affect  in any way the
               meaning or interpretation of this Agreement.

     14.11     Counterparts.   This   Agreement  may  be  executed  in  multiple
               ------------
               counterparts,  each of which shall be deemed an original, but all
               of which, when taken together,  shall constitute one and the same
               instrument.

     14.12     Trademarks.   Subject  to  the  terms  and   conditions  of  this
               ----------
               Agreement,  Cytogen hereby grants to  Distributor's  the right to
               use the trademarks, trade names and logos for the Products solely
               in connection with its distribution of the Products hereunder.

     14.13     Employment  Solicitation.  During the term of this  Agreement and
               ------------------------
               for a one year  period  thereafter,  neither  Party  shall  hire,
               solicit for hire,  or otherwise  engage any employee of the other
               Party  for  employment  (or  the  provisions  of  services  under
               contract) with the first Party,  nor any person that was employed
               by the first  Party at any time  during  the  three-month  period
               preceding   such   hiring,    solicitation,    or    recruitment.
               Notwithstanding  the foregoing,  each Party shall be free to hire
               any  employee of the other Party who is  responding  to a general
               solicitation.

     14.13     Integration.   This  Agreement,   together  with  all  agreements
               -----------
               attached  hereto,  constitutes the entire  agreement  between the
               parties with respect to the subject matter hereof, and supersedes
               all   prior   oral  or   written   agreements,   commitments   or
               understandings with respect thereto.

     In consideration of the mutual promises and covenants  contained herein and
other good and valuable  consideration,  the undersigned have agreed to be bound
by the terms of this Agreement as of the Effective Date.



ONCOLOGY THERAPEUTICS                       CYTOGEN CORPORATION
   NETWORK, J.V.L.P.



By: /s/ Chuck Sloan                         By: /s/ Michael D. Becker
    ----------------                            --------------------------------
Name:    Chuck Sloan                        Name:  Michael D. Becker
Title:   Vice- President, Operations        Title: President and Chief Executive
                                                   Officer


                                      -11-
<PAGE>


                                    EXHIBIT A

                                  PRODUCT LIST

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
PRODUCT NAME: SOLTAMOX  10MG/5ML ORAL SOLUTION


---------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>
PHYSICAL PROPERTIES:                                         INGREDIENTS:

Clear colourless liquid with the odour and                   Tamoxifen Citrate
flavour of liquorice and aniseed                             Ethanol
                                                             Glycerol
                                                             Propylene Glycol
                                                             Sorbitol
                                                             Liquorice Flavour 545515E
                                                             Aniseed Flavour
                                                             Purified Water

---------------------------------------------------------------------------------------------------------------------
HAZARD INFORMATION:

Hypersensitivity to some of the ingredients may occur.

---------------------------------------------------------------------------------------------------------------------
FIRST AID:                                                   SPILL CLEAN-UP MEASURES:

EYES: Rinse with plenty of clean flowing water or saline     Wearing rubber gloves, carefully mop up spilled medicine
solution for 10 minutes, holding the eyelids open. If        with an absorbent cloth and rinse the cloth out well
discomfort persists, seek medical attention.                 under the tap, flushing down with plenty of water. For
                                                             larger spills, surround the spill with absorbent
SKIN: Remove contaminated clothing and wash before re-use.   material (sand or earth), and then transfer liquid and
Wash the affected area with soap and plenty of water. If     solids into a suitable container. Arrange for disposal
soreness or rashes occur, seek medical attention.            as chemical waste.

INGESTION: If a significant amount has been ingested, or     Once the liquid has been mopped up, wash the area with
if symptoms occur seek medical attention.                    plenty of water and detergent.

INHALATION: This product does not produce any harmful
fumes.
---------------------------------------------------------------------------------------------------------------------
FIRE HAZARDS:                       NON-FLAMMABLE

This  product is  an aqueous solution,  and is  therefore non-flammable. It  may
evolve hazardous fumes under fire conditions.
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
DATE          JULY 2005                     VERSION NO.             3
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -1-


<PAGE>


                                    EXHIBIT B
                               PRODUCT ATTACHMENT


PRODUCT:  SOLTAMOX(R) (TAMOXIFEN CITRATE)

--------------------------------------------------------------------------------
[**]                      [**]                              [**]
--------------------------------------------------------------------------------
[**]                      [**]                              [**]
--------------------------------------------------------------------------------



Agreed upon this        day of June, 2006:
                 ------


ONCOLOGY THERAPEUTICS                              CYTOGEN CORPORATION
  NETWORK, J.V.L.P.



By: /s/ Chuck Sloan                                By: /s/ William J. Thomas
    ---------------                                    ---------------------
Name:    Chuck Sloan                               Name: William J. Thomas
Title:   Vice- President, Operations               Title: Senior Vice President
                                                          and General Counsel



                                      -2-
<PAGE>


                                    EXHIBIT C
                                  FEE SCHEDULE

[**]




























                                      -3-