EXECUTION COPY


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

                        EXCLUSIVE DISTRIBUTION AGREEMENT
                        --------------------------------

     This Exclusive  Distribution Agreement (the "AGREEMENT") is entered into as
of April 21, 2006 (the "EFFECTIVE DATE"), between Savient Pharmaceuticals, Inc.,
a Delaware  corporation having offices at One Tower Center, East Brunswick,  New
Jersey 08816 ("SAVIENT") and Cytogen Corporation., a Delaware corporation having
offices at 650  College  Road East,  Suite  3100,  Princeton,  New Jersey  08540
("CYTOGEN").

                                    RECITALS
                                    --------

     WHEREAS,  Savient's wholly owned subsidiary,  Rosemont Pharmaceuticals Ltd.
("ROSEMONT"),  has  developed a tamoxifen  oral  solution  for the  treatment of
hormonally sensitive breast cancer;

     WHEREAS,  Savient owns certain intellectual property relating to Rosemont's
proprietary tamoxifen formulation;

     WHEREAS,  Savient has registered its oral liquid  tamoxifen  product in the
United States;

     WHEREAS, Cytogen is interested in obtaining an exclusive license to market,
promote and sell Savient's tamoxifen product in the United States;

     WHEREAS,  on  February 8, 2006,  the  parties  executed a letter of intent,
which  set  forth the  parties'  intention  to  negotiate  and  enter  into this
Agreement; and

     WHEREAS,  Savient, Rosemont and Cytogen are entering into a Manufacture and
Supply Agreement contemporaneously herewith.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
and covenants set forth below,  the receipt and  sufficiency of which are hereby
acknowledged, Savient and Cytogen mutually agree to as follows:

                                 I. DEFINITIONS

     For the purposes of this Agreement,  the following terms, when written with
an initial capital letter,  shall have the meaning  ascribed to them below.  All
references  to  particular  Appendices,  Articles  and  Sections  shall mean the
Appendices to, and Articles and Sections of, this  Agreement,  unless  otherwise
specified.

     1.1   "ADVERSE EVENT REPORTS" has the meaning set forth in Section 3.2.

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


<PAGE>


     1.3   "APPLICATION" means  a  new  application,   or  a  supplement  or  an
amendment  to an existing  application,  for  marketing  approval for a Licensed
Product in the Territory.

     1.4   "BANKRUPTCY CODE" has the meaning set forth in Section 12.3(c).

     1.5   "BREACHING PARTY" has the meaning set forth in Section 12.2.

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

     1.7   "COMPETING PRODUCT" has the meaning set forth in Section 4.5.

     1.8   "CONFIDENTIAL   INFORMATION"   means  all   proprietary   information
(including  but not limited to trade  secrets) and materials  (including but not
limited to data,  results,  technical or financial  information)  disclosed by a
party to the other party.

     1.9   "CONTROLLED"  means, with respect to any intellectual property right,
that the party has a license  to such  intellectual  property  right and has the
ability to grant to the other party a sublicense to such  intellectual  property
right as provided for herein  without  violating  the terms of any  agreement or
other arrangements with any Third Party existing at the time such party would be
first required hereunder to grant the other party such sublicense.

     1.10  "COVER"  (including   variations  thereof   such  as  "Covering"   or
"Covered") means that the manufacture, use, sale, offer for sale, or importation
of a particular  product would infringe a Valid Claim of a patent in the absence
of rights under such patent.  The determination of whether a particular  product
is Covered by  particular  Valid  Claims  shall be made on a  country-by-country
basis.

     1.11  "CYTOGEN KNOW-HOW" has the meaning set forth in Section 8.4.

     1.12  "CYTOGEN PATENTS" has the meaning set forth in Section 2.2.

     1.13  "CYTOGEN TRADE DRESS" has the meaning set forth in Section 9.2.

     1.14  "DISCLOSING PARTY" has the meaning set forth in Section 13.1.

     1.15  "FDA" means the United  States Food and Drug  Administration  and any
successor agency thereto,  and/or any equivalent  foreign  governmental  agency,
depending on the context.

     1.16  "FIELD" means all human oncology uses.

     1.17  "FILING PARTY" has the meaning set forth in Section 10.2(b).

     1.18  "INDEMNIFIED PARTY" has the meaning set forth in Section 15.3.

     1.19  "INDEMNIFYING PARTY" has the meaning set forth in Section 15.3.


                                      -2-
<PAGE>


     1.20  "JOINT  INVENTIONS" means any  inventions  relating  to the  Licensed
Product,  whether  patented  or not,  that are  jointly  made  during the period
beginning on the Effective Date and  continuing  until the end of the Term by at
least one (1) Savient employee or person (either under a contractual  obligation
or under the work-for-hire doctrine) required to assign or license patent rights
covering  such  inventions  to  Savient  or its  Affiliate  and at least one (1)
Cytogen  employee or person (either under a contractual  obligation or under the
work-for-hire  doctrine)  required to assign or license  patent rights  covering
such  inventions to Cytogen or its  Affiliate,  whether or not other persons are
also joint inventors.

     1.21  "JOINT PATENTS" means any patents or patent applications Covering one
or more Joint Inventions.

     1.22  "LICENSED  HOUSE MARKS" means (i) the corporate  names of Savient and
its  Affiliates,  (ii) their trade  names,  service  marks,  domain  names,  and
associated  logos and designs,  and (iii) all  trademarks  identifying a product
line of  Savient  or its  Affiliate,  where such mark is owned by Savient or its
successor-in-interest  and is used in  connection  with the sale or promotion of
Licensed Product in the Territory.

     1.23  "LICENSED  KNOW-HOW"  means,  except as  otherwise  set forth in this
Section  1.23,  all  inventions,   discoveries,   trade  secrets,   information,
experience,   data,   formulas,   procedures  and  results  in  the  Field,  and
improvements thereon, including any information (whether patented, patentable or
otherwise)  regarding all product  specifications,  processes,  product designs,
plans,  trade secrets,  ideas,  concepts,  manufacturing,  engineering and other
manuals and drawings,  standard operating procedures,  flow diagrams,  chemical,
pharmacological, toxicological, pharmaceutical, physical and analytical, safety,
efficacy,  stability,  quality  assurance,  quality  control and clinical  data,
research  records,  compositions,  annual product  reviews,  process  validation
reports,  analytical method  validation  reports,  specifications  for stability
trending and process controls, testing and reference standards for impurities in
and  degradation of products,  technical  data  packages,  chemical and physical
characterizations,  dissolution  test  methods  and  results,  formulations  for
administration,  clinical trial reports,  regulatory communications and labeling
and all other  confidential or proprietary  technical and business  information,
whether  written  or  oral  and in  whatever  format  kept of  Licensed  Product
(collectively,  "KNOW-HOW IN THE FIELD"), that is owned or Controlled by Savient
or its Affiliates as of the Effective Date or that is developed or Controlled by
Savient or its  Affiliates  during the Term,  and which Know-How in the Field is
reasonably required for using or selling Licensed Product.

     1.24  "LICENSED PATENTS" means all patent  applications owned or Controlled
by Savient alone or with any Third Party and all patent  applications  resulting
from Joint Inventions  Covering the  importation,  sale or offer for sale of the
Licensed Product in the Territory or any foreign  jurisdiction or the use of the
Licensed   Product  in  the  Field,   including  any   addition,   continuation,
continuation-in-part or division thereof or any substitute application therefor;
any  patent  issued  with  respect  to such  patent  application,  any  reissue,
extension  or patent term  extension of any such  patent,  and any  confirmation
patent or registration  patent or patent of addition based on any such patent. A
list of the current Licensed Patents is attached as Schedule 1.24.


                                      -3-
<PAGE>


     1.25  "LICENSED PRODUCT" means Savient's oral liquid  tamoxifen  product in
all dosage forms and formulations for use in the Field.

     1.26  "LICENSED  TRADEMARKS"  means  all  trademarks,   and  all  trademark
registrations and applications  therefor, and all goodwill associated therewith,
owned by Savient (except for any Savient  housemarks or trade names) and used in
connection  with the sale or promotion of Licensed  Product in the Territory.  A
list of such Licensed Trademarks is attached as Schedule 1.26.

     1.27  "LOSSES" has the meaning set forth in Section 15.1.

     1.28  "MINIMUM ROYALTY PAYMENT" has the meaning set forth in Section 6.3.

     1.29  "NET SALES" means the total  gross  sales of Licensed  Product in the
Territory  invoiced by  Cytogen,  its  Affiliates  or  sublicensees  (other than
Savient  and  its  Affiliates   hereunder)  to  Third  Parties,  net  of,  where
applicable,  any  deductions  specifically  related  to a Licensed  Product  and
actually  allowed,  incurred,  paid or taken for (1) quantity or trade discounts
actually  granted,  but  specifically   excluding  prompt  payment  and/or  cash
discounts; (2) amounts repaid or credited, cash, credit or free goods allowances
given by reason of chargebacks, vendor chargebacks, patient vouchers or coupons,
retroactive price reductions including, without limitation, any price reductions
imposed by courts or governmental authorities, correction of billing errors, and
rebates or payments;  (3) amounts refunded or credited for Licensed Product that
was  rejected,  spoiled,  damaged,  outdated,  recalled,  or  returned,  or  any
reasonable  returned goods allowance  offered in lieu of the right of a customer
to return outdated  Licensed  Product;  (4) wholesaler fees under vendor managed
inventory  agreements and pharmacy  benefit  management  fees for services;  (5)
actual  shipping costs to the extent billed directly by Cytogen to its customers
and supported by shipper's  invoice;  and (6) actual sales tax billed by Cytogen
to its customers as a separate line item on an invoice,  as documented by actual
invoices.   If  Cytogen,   its  Affiliates  or  sublicensees   receive  non-cash
consideration  for Licensed Product sold or otherwise  transferred (in any event
excluding any samples or Promotional  Materials) to an  independent  Third Party
that is not an  Affiliate  of Cytogen,  the fair market  value of such  non-cash
consideration on the date of the transfer as known to Cytogen,  or as reasonably
estimated  by  Cytogen  if  unknown,  shall be  included  the Net Sales for such
Licensed Product sold or otherwise transferred.

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

     1.30  "NON-BREACHING PARTY" has the meaning set forth in Section 12.2.


                                      -4-
<PAGE>


     1.31  "NON-FILING PARTY" has the meaning set forth in Section 10.2(b)

     1.32  "NON-PUBLISHING PARTY" has the meaning set forth in Section 13.5.

     1.33  "PROJECTED  PENETRATION  PERCENTAGE"  has the  meaning  set  forth in
Section 6.3.

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

     1.35  "PRESCRIBER  DATA"  shall  mean  data  which  measures  prescriptions
written for the  Licensed  Product by each Target  Prescriber  in the  Territory
during a specified time period from a source  mutually  agreed in writing by the
parties.

     1.36  "PROMOTION"   means  those  activities   normally   undertaken  by  a
pharmaceutical  company to implement  promotion  plans and  strategies  aimed at
encouraging  the  appropriate  use of a particular  prescription  pharmaceutical
product  under a common  trademark,  up to the point of offering the product for
sale. When used as a verb, "Promote" shall mean to engage in such activities.

     1.37  "PROMOTIONAL MATERIALS" has the meaning set forth in Section 9.4.

     1.38  "PROMOTION PLAN" means the then-current  marketing and promotion plan
established by Cytogen relating to the Promotion of Licensed Product, as further
described in Section 4.1(b).

     1.39  "PUBLICATION" has the meaning set forth in Section 13.5.

     1.40  "PUBLISHING PARTY" has the meaning set forth in Section 13.5.

     1.41  "QUARTERLY   TRX"   shall  mean   the  total   number  of   tamoxifen
prescriptions  written  during a specified  calendar  quarter,  as reported by a
reliable,  national  pharmaceutical market research company mutually agreed upon
by the parties.

     1.42  "REASONABLE   DILIGENCE"  means   commercially   reasonable   efforts
consistent with those used by  pharmaceutical  companies  similarly  situated to
Cytogen  in  marketing  and  selling  other  pharmaceutical  products  similarly
situated to the Licensed Product.

     1.43  "RECEIVING PARTY" has the meaning set forth in Section 13.1.

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

     1.45  "ROSEMONT"   means  Savient's  wholly  owned   subsidiary,   Rosemont
Pharmaceuticals Ltd.

     1.46  "SUPPLY AGREEMENT" has the meaning set forth in Section 5.1.


                                      -5-
<PAGE>


     1.47  "TAIL PERIOD" has the meaning set forth in Section 12.9(b).

     1.48  "TERRITORY"  means the United States,  including its  territories and
possessions.

     1.49  "TERM" has the meaning set forth in Section 12.1.

     1.50  "THIRD PARTY" means any person or entity other than Savient, Cytogen,
and their respective Affiliates.

     1.51  "VALID  CLAIM"  means a claim in any issued  patent that has not been
disclaimed  or held  unenforceable  or  invalid  by a  decision  of a  court  or
governmental  agency of  competent  jurisdiction  by a decision  beyond right of
review.

                              II. GRANT OF RIGHTS
                                  ---------------

     2.1   Grants to Cytogen.
           -----------------

           (a) Patent and Know-How License.  Subject to the terms and conditions
               ---------------------------
of this  Agreement,  Savient  grants to Cytogen,  during the Term, the exclusive
(even as to Savient and its  Affiliates)  right and  license,  with the right to
sublicense,  under the Licensed  Know-How and Licensed Patents to import,  sell,
offer to sell,  market,  distribute,  promote and detail Licensed Product in the
Territory  solely  for use in the  Field.  If during  the Term,  Cytogen  or its
Affiliate  challenges  the validity or  enforceability  in the  Territory of any
patent within the Licensed  Patents,  then Savient shall have the right (but not
the obligation) to terminate all licenses to Cytogen under this Agreement.

           (b) Trademark License.  Subject to  the terms and  conditions of this
               -----------------
Agreement,  Savient grants to Cytogen,  during the Term, (i) the exclusive right
and license,  with the right to  sublicense,  to use the  Licensed  Trademark(s)
solely in  connection  with the  marketing,  promotion  and sale of the Licensed
Product in the Territory for use in the Field, and (ii) the non-exclusive  right
and license,  with the right to  sublicense,  to use the Licensed  House Mark(s)
solely in  connection  with the  marketing,  promotion  and sale of the Licensed
Product in the Territory for use in the Field.  Cytogen acknowledges that all of
its uses of the Licensed  Trademark(s) and Licensed House Mark(s) shall inure to
the benefit of Savient,  and that Cytogen shall not acquire any ownership rights
in and to the Licensed  Trademark(s)  or the Licensed House Mark(s) by virtue of
its uses of those trademarks hereunder.

           (c)  Right to Sublicense.  Cytogen  may  sublicense  its  rights  and
                -------------------
licenses  granted  under  Sections  2.1(a) and 2.1(b) to any  Affiliate  without
Savient's  written  consent.  However,  Cytogen  may  sublicense  its rights and
licenses  granted  under  Sections  2.1(a) and 2.1(b) to a Third Party only with
Savient's express written consent, such consent not to be unreasonably withheld,
conditioned  or delayed.  It shall be deemed  reasonable to withhold  consent to
sublicense a Third Party that is actively  selling a competitive  pharmaceutical
product with a similar indication in the Territory.  If Cytogen  sublicenses its
rights and licenses under this Agreement, Cytogen shall nevertheless continue to
be liable for the performance of its obligations under this Agreement, and shall
be fully responsible for the actions of its sublicensees.


                                      -6-
<PAGE>

     2.2   Grants   to   Savient.   Cytogen   shall   grant   a   non-exclusive,
           ---------------------
non-royalty-bearing license, during the Term, in the Field, in the Territory, to
any Cytogen patents Covering the making, use, importation,  sale, offer to sell,
marketing, distribution, promotion, detailing or development of Licensed Product
where  such  patents  are either  (i) owned or  Controlled  by Cytogen as of the
Effective  Date,  or (ii) mature from any patent  applications  filed during the
Term or claim any  inventions  conceived or reduced to practice  during the Term
(collectively,  the "CYTOGEN  PATENTS").  At Savient's written request,  Cytogen
shall  grant a  license  (outside  the  Field,  or  outside  the  Territory,  or
subsequent  to the Term of this  Agreement)  to any Cytogen  Patent  selected by
Savient under fair and reasonable  terms to be negotiated by the parties in good
faith.  The royalty rate or other financial terms of any such license  agreement
shall be no less  favorable to Savient than the royalty rate or financial  terms
of any license  agreement between Cytogen and a Third Party relating to the same
Cytogen Patent licensed to Savient.  This Section 2.2 shall survive  termination
of this Agreement.

     2.3   Third Party Licenses.  In the event that Cytogen reasonably  believes
           --------------------
that a Third Party license is required for the making, using, selling,  offering
to sell, or importing of the Licensed  Product in the Territory under such Third
Party's intellectual property, it shall so inform Savient and Savient shall have
the  obligation to obtain such license or sublicense on such terms agreed by the
parties in order to avoid  infringing  the Valid Claim of a Third Party.  In the
event that Savient fails to obtain such Third Party license for any reason, then
Cytogen may obtain  such Third  Party  license,  whereupon  [**].  In any event,
Savient  shall  be  responsible  for any  royalties  or  other  payments  (e.g.,
milestone payments, etc.) that become due to any Third Party with respect to the
making, using, selling,  offering to sell, or importing of a Licensed Product in
the Field in the  Territory  (except to the extent such license is needed solely
in connection with Detailing,  in which case Cytogen shall be solely responsible
for any and all costs  associated  with such  license).  For  clarity,  any such
payments to a Third Party  shall in no event be included in the  calculation  of
the Cost of Goods or as a deduction from Net Sales.

                      III. DEVELOPMENT; REGULATORY ISSUES
                           ------------------------------

     3.1   Development by Savient.
           ----------------------

           (a) Development in the Field.  Savient and/or its Affiliates shall be
               ------------------------
solely  responsible,   at  their  sole  cost  and  expense,  for  obtaining  and
maintaining  Regulatory Approvals for commercial sale of the Licensed Product in
the Field in the Territory.

           (b) Labeling  Change.  Savient  shall   use  commercially  reasonable
               ----------------
efforts to file a sNDA (which  requests a labeling change that would allow [**].
If Savient fails to file such a sNDA on or before [**],  then Cytogen's  royalty
payment  obligation  under  section 6.2 shall be [**] until such time as Savient
files a sNDA.  When Savient files such a sNDA (whether or not the FDA ultimately
approves the sNDA), the royalty obligation shall be restored to the full royalty
rates specified in section 6.2.

           (c) Development in Canada.  If Savient should seek approval to market
               ---------------------
the  Licensed  Product  in  Canada,  then  Cytogen  shall  have a right of first
negotiation to license rights to Licensed  Product in Canada.  The parties shall
negotiate in good faith the terms of such  license.  The terms of such a license
agreement shall include an upfront payment to Savient equal to the


                                      -7-
<PAGE>


greater of [**] times Savient's fully burdened  expenses in obtaining  marketing
authorization in Canada,  including the costs of any clinical  trials.  If after
three (3) months of good faith  negotiations,  the  parties  are unable to reach
agreement on the terms of a license agreement, then Savient shall be free (i) to
market,  promote,  detail and/or sell the Licensed Product in Canada, or (ii) to
enter into an agreement  with a Third Party to market,  promote,  detail  and/or
sell the Licensed Product in Canada.

           (d) Other  Development.  Savient and/or its Affiliates, at their sole
               ------------------
discretion and their sole cost and expense, may develop the Licensed Product for
indications outside the Field and/or develop other products for the treatment of
breast cancer.  If Savient or its Affiliate  decides to (i) develop the Licensed
Product for indications outside the Field or (ii) develop an oral liquid product
for the treatment of breast cancer, then Savient (or its Affiliate,  as the case
may be) shall keep Cytogen reasonably informed about such clinical  development,
but  Savient  shall  retain all  decision-making  authority  with regard to such
development.  In such case,  the parties shall  negotiate in good faith to amend
this  Agreement to extend the scope of  Cytogen's  license to include such other
indications  or  other  oral  liquid  products.  If the  parties  fail to  reach
agreement on terms relating to the extension of the scope of Cytogen's  license,
the parties shall negotiate in good faith to amend this Agreement to address the
issue of off-label use and  cannibalization  of sales of the Licensed Product in
oncology by the new oral liquid tamoxifen product in the new indication.

           (e) Ownership of Data and Regulatory  Approvals.  Except as otherwise
               -------------------------------------------
set forth in this  Agreement,  all data and  information  generated  by  Savient
development  activities  pursuant to this  Section 3.1 shall be owned by Savient
and/or its Affiliates and shall be deemed Licensed Know-How.  Savient and/or its
Affiliates  shall own all Regulatory  Approvals.  Savient shall grant to Cytogen
the sole and  exclusive  right to market the Licensed  Product  under  Savient's
and/or  its  Affiliates'  Regulatory  Approvals  in the Field in the  Territory.
Cytogen shall own all Prescriber Data, marketing (including the Promotion Plan),
sales, distribution and other commercialization data and other marketing, sales,
distribution and  commercialization  information resulting from the distribution
of the Licensed  Product by Cytogen  following the Effective Date. Upon request,
Cytogen shall make available to Savient any data or information within Cytogen's
(or Cytogen's Affiliates') possession or control that Savient may need to comply
with FDA reporting  requirements  and other  regulations;  Cytogen shall provide
copies of any  documents,  in  electronic or paper form as requested by Savient,
within  three (3)  business  days of  Savient's  request.  Upon  termination  or
expiration of this Agreement for any reason other than Savient's breach, Cytogen
shall (to the extent that  Cytogen has a right to do so)  transfer  ownership to
Savient of all then-current  Prescriber Data, marketing (including the Promotion
Plan), sales, distribution and other commercialization data and other marketing,
sales,  distribution  and  commercialization   information  resulting  from  the
distribution of the Licensed Product by Cytogen.  If the Agreement is terminated
because of Savient's breach,  then Savient shall pay Cytogen fair and reasonable
compensation  to be  negotiated  in good faith by the parties (but not to exceed
Cytogen's reasonable  out-of-pocket  expenses incurred in transferring such data
and  information)  to compensate  Cytogen for its efforts to transfer to Savient
the above-described data and information.

     3.2   Adverse Event Reporting.  Cytogen and Savient shall notify each other
           -----------------------
of all  information  coming  into  its  possession  concerning  any and all side
effects, injury, toxicity,


                                      -8-
<PAGE>


pregnancy or  sensitivity  event  associated  with  commercial or clinical uses,
studies,  investigations or tests with Licensed  Product,  throughout the world,
whether or not determined to be attributable to Licensed Product ("ADVERSE EVENT
REPORTS").  Each party agrees to share relevant  information it receives (either
directly or  indirectly)  with the other party in a timely manner so as to allow
such other party to comply with its responsibility to process  pharmacovigilance
information under this Section 3.2.

                             IV. COMMERCIALIZATION
                                 -----------------

     4.1   Commercialization By Cytogen.
           ----------------------------

           (a) General.  During the Term and in the Territory, Cytogen shall use
               -------
Reasonable Diligence, at its sole cost and expense, for:

               (i)   the marketing, Promotion, and Detailing of Licensed Product
for use in the Field;

               (ii)  accepting and filling orders for Licensed  Product received
by it or its Affiliates,  including the distribution of Licensed Product to fill
such orders  (provided that Savient shall inform and transfer to Cytogen any and
all  orders  it or its  Affiliates  receive  for the  Licensed  Products  in the
Territory);

               (iii) booking all sales of Licensed Product  attributable to such
orders;

               (iv)  managing,  and  performing  visits to,  national  accounts,
including managed care, trade and government accounts;

               (v)   responding to medical  questions or inquiries  from members
of the medical and  paramedical  professions  and consumers  regarding  Licensed
Product,  including the  distribution of standard  medical  information  letters
resulting  from the  marketing  activities of Cytogen's  Sales  Representatives,
provided,  however, that the parties shall work together to formulate, and shall
mutually agree upon, responses to such inquiries; and

               (vi)  any other activities  reasonably  related to the marketing,
Promotion,  Detailing,  sale or distribution of the Licensed Product,  including
the handling/processing of returns, refunds, rebates and wholesaler charge-backs
and  administration  of managed  care  contracts,  federal and state  government
contracts,  rebate  contracts,   long-term  care  contracts,   performance-based
contracts and hospital purchasing contracts.

           (b) Promotion  and  Marketing  Plan.  At  least  [**]  prior  to  the
               -------------------------------
beginning  of each  calendar  year  during the Term,  Cytogen  shall  provide to
Savient a written  Promotion  Plan and  Savient  shall  have an  opportunity  to
comment on the proposed plan, which shall include the following information:

               (i)   number of Sales Representatives  and  composition  of sales
force;

               (ii)  projected  Details  of Target  Prescribers  for the  coming
calendar  year,  broken  down by  calendar  quarter  and  broken  out into First
Position Details, Second Position Details and all other Details;

               (iii) a list of Target Prescribers;


                                      -9-
<PAGE>


               (iv)  non-binding  budget for  Promotion  expenses for the coming
calendar year, broken down by calendar quarter;

               (v)   timing and  quantity of distribution of samples of Licensed
Product;

               (vi)  description of the  then-current  sales force  compensation
plan for Cytogen's Sales  Representatives,  sales managers,  directors and other
sales supervisors; and

               (vii) Prescriber Data supporting Cytogen's Promotion Plan.

           (c) Updates.  Cytogen  shall keep Savient reasonably  informed of its
               -------
commercialization  activities,  including  any  updates to its annual  Promotion
Plan. Cytogen shall also notify Savient in writing of any significant changes in
the market for the Licensed Product (promptly after such change becomes known to
Cytogen)  and of  Cytogen's  decision to implement  any  significant  changes in
Cytogen's marketing activities (prior to implementation of such changes) related
to the Licensed Product.

     4.2   Compliance with Law. Cytogen shall comply with all legal requirements
           -------------------
applicable to the  marketing,  promotion or sale of the Licensed  Product in the
Territory, including, without limitation, any applicable statutory or regulatory
requirements  relating to the Promotional  Materials of the Licensed  Product in
the Territory. Savient shall maintain responsibility for labeling compliance and
maintenance  of the  Licensed  Product,  and notify  Cytogen  of any  changes to
labeling at the time of FDA approval  thereof;  and Cytogen shall seek Savient's
written approval prior to adopting or changing any packaging or labeling for the
Licensed Product.

     4.3   Promotional Materials.  Cytogen shall provide  samples of Promotional
           ---------------------
Materials  to  Savient  at the  time of  first  using  or  distributing  of such
Promotional  Materials in the Territory.  Cytogen shall own all right, title and
interest in and to any Promotional  Materials created by Cytogen relating to the
Licensed  Products,  but  excluding the Licensed  Trademark(s)  and the Licensed
House Marks; provided,  that the Promotional Materials shall be used exclusively
in connection  with the Licensed  Products in accordance  with the terms of this
Agreement.  All Promotional  Materials,  including all written communications to
prescribers and other healthcare  providers and patients,  shall be submitted to
Savient for review and approval;  preliminary  drafts of  Promotional  Materials
shall be provided to Savient at least [**] in advance of planned  dissemination,
and final drafts of Promotional  Materials shall be provided to Savient at least
[**] in advance of planned  dissemination.  Where required by law, Savient shall
submit  Promotional  Materials to the FDA (DDMAC) for review and approval or, at
Savient's option (but with Cytogen's  consent),  Savient shall designate Cytogen
as Savient's  agent for the purpose of submitting  Promotional  Materials to the
FDA  (DDMAC).  In the  event  that  the FDA  issues a  letter  objecting  to any
promotional  activities  by  Cytogen  that  require  corrective  actions  (e.g.,
issuance  of  Dear  Healthcare   Professional  letters,  recall  of  Promotional
Materials and/or dissemination of corrected Promotional Material),  Cytogen will
bear all the cost related to these corrective activities.

     4.4   Pricing.  As  between the  parties,  Cytogen  has the  sole  right to
           -------
determine the price for Licensed Product for use in the Field. However,  subject
to applicable  legal  requirements  and  limitations  and  competitive  factors,
Cytogen shall use  Reasonable  Diligence to maximize  revenues from sales of the
Licensed Product in the Territory.


                                      -10-
<PAGE>


     4.5   Non-Compete.  During the Term and for a period of [**], Cytogen shall
           -----------
not  market,  distribute,  Promote,  Detail  or sell any [**] in the  Territory.
Notwithstanding the above,  Cytogen is not precluded from entering into a merger
or  acquisition  of an entity that markets,  distributes,  Promotes,  Details or
sells a Competing Product in the Territory, provided that the primary purpose of
the merger or  acquisition  transaction  was not to  acquire  rights to the [*].
However, upon entering into such a transaction,  Cytogen shall have [**] of such
merger or acquisition to divest any and all [**].

                                V. MANUFACTURING
                                   -------------

     5.1   Commercial Supply. Savient shall ensure that Rosemont shall supply to
           -----------------
Cytogen  all its  requirements  for  Licensed  Product  (including  samples  and
clinical supplies),  subject to Cytogen's obligation to make royalty payments in
accordance with Section 6.2 and Finished Product Price payments  pursuant to the
Supply Agreement.  Concurrently with this Agreement,  Rosemont and Cytogen shall
enter  into a  manufacture  and  supply  agreement,  in  substantially  the form
attached hereto as Exhibit A (the "SUPPLY AGREEMENT"),  governing the commercial
supply of Licensed Product (including samples and clinical supplies) by Rosemont
to Cytogen  (including  the  procedures  for  providing  forecasts  of Cytogen's
requirements,  for ordering Licensed Product,  and for return and replacement of
Licensed  Product  that does not meet product  specifications).  For purposes of
clarity,  all  Licensed  Product  (other  than  samples and  clinical  supplies)
supplied by Savient and/or  Rosemont to Cytogen  hereunder  shall be in finished
form and  packaged  in primary  packaging,  ready to sell.  If  Savient  divests
Rosemont to a Third Party  purchaser,  Savient shall ensure that the Third Party
purchaser assumes Savient's obligations under this Section 5.1.

                                  VI. PAYMENTS
                                      --------

     6.1   Upfront Payment. Cytogen  shall pay to Savient the sum of two million
           ---------------
dollars ($2,000,000),  of which two hundred thousand dollars ($200,000) was paid
upon execution of the letter of intent between the parties, and the remainder of
which shall be paid within five (5) business days after the Effective Date. This
upfront  payment shall be  non-refundable  and  non-creditable,  and shall be in
addition to the other payments set forth below.

     6.2   Royalties. During the Term, Cytogen shall pay Savient royalties based
           ---------
on Cytogen's Net Sales of the Licensed  Product.  All royalty  payments shall be
due within [**] after the close of each calendar quarter. Each quarterly royalty
payment shall be equal to the applicable royalty rate (as set forth in the table
below) multiplied by the Net Sales of Licensed Product for that quarter.


     Annual Net Sales                                     Royalty Rate
     ----------------                                     ------------


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

     Over [**]                                                [**]%


                                      -11-
<PAGE>


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


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

     [**]                                                      [**]

     [**]                                                      [**]

     [**]                                                 [**] and later


           (a) During any quarter in which the  royalty  payment  due Savient as
calculated  pursuant  to Section 6.2 is less than the  Minimum  Royalty  Payment
calculated  pursuant to this  Section 6.3,  then  Cytogen  shall pay Savient the
Minimum Royalty Payment rather than the royalty payments due under Section 6.2 .

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

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


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

     [**]                                                       $[**]

     [**]                                                       $[**]

     [**]                                                       $[**]


     6.5   Third Party License Payments. Cytogen shall be solely responsible for
           ----------------------------
any Third  Party  license  payments  required  to Detail the  Licensed  Product.
Savient shall be solely

                                      -12-
<PAGE>

responsible  for any Third Party license  payments  required for  manufacturing,
using, selling,  offering to sell, or importing in the Territory of the Licensed
Product.

     6.6   Payments on  Termination.  If this  Agreement is terminated  (for any
           ------------------------
reason),  Cytogen shall continue to be responsible for payment of any undisputed
amounts  accrued under this Agreement or the Supply  Agreement prior to the date
of termination  (including any royalty or sales  milestone  payments).  Any such
undisputed  amounts  shall be due and  payable  within  thirty  (30) days  after
termination.  If Cytogen is permitted to sell its inventory of Licensed  Product
pursuant to Section 12.9, then Cytogen shall pay Savient  royalties  pursuant to
Section 6.2 and sales  milestones  pursuant  to Section  6.4 for any  cumulative
sales  milestones  achieved  after  termination  (during the Tail Period).  Such
payments  shall be paid within [**] of the end of the  calendar  quarter  during
which such sales were made or during which such sales milestone was achieved.

     6.7   Sublicenses.  Any Net Sales or gross sales by a  Cytogen  sublicensee
           -----------
shall be treated as Net Sales and gross sales, respectively, of Cytogen, for the
purposes of payments  under this Article VI. If Cytogen  grants any  sublicenses
under this Agreement,  then Cytogen shall obtain the written  commitment of such
sublicensees to abide by all applicable  terms and conditions of this Agreement,
but Cytogen  shall remain  responsible  to Savient for the  performance  by such
sublicensee of any and all terms.

     6.8   Interest.  In the event that Cytogen is late in paying to Savient any
           --------
amounts due under this  Agreement  within the  applicable  time period set forth
herein,  such  payment  shall bear  interest  at the  average  one-month  London
Interbank  Offered  Rate  (LIBOR) as reported by  Datastream  (or a successor or
similar  organization) from time to time, unless such amounts are being disputed
by Cytogen in good faith.

                     VII. PAYMENTS, REPORTS, AND ACCOUNTING
                          ---------------------------------

     7.1   Monthly Royalty Payments and Reports. Cytogen agrees to make payments
           ------------------------------------
within  [**]  after  the end of each  calendar  quarter  covering  all  sales of
Licensed Product in the Territory by Cytogen for which invoices were sent during
such calendar  quarter.  Cytogen  agrees to provide  written  reports to Savient
within [**] after the end of each calendar  month covering all sales of Licensed
Product in the  Territory  by Cytogen for which  invoices  were sent during such
calendar month. Each report shall state for the period in question:

           (a) for  Licensed Product  disposed  of by sale,  the gross  sales of
Licensed Product, and the detailed calculation of Net Sales;

           (b) for  Licensed  Product  disposed  of  other  than  by  sale,  the
quantity, description, and nature of the disposition; and

           (c) the calculation  of the  amount  due to  Savient  for such  month
pursuant to Article VI.

     7.2   Accounting.  Cytogen agrees to keep  full, clear and accurate records
           ----------
for a period of at least [**],  setting forth the sales and other disposition of
Licensed  Product in  sufficient  detail to enable  royalties  and  compensation
payable to Savient hereunder to be determined.


                                      -13-
<PAGE>


     7.3   Audit.  Cytogen further agrees to permit its books and  records to be
           -----
examined by a nationally recognized independent certified public accounting firm
selected by Savient and reasonably acceptable to Cytogen and retained solely for
the purpose of auditing the same at Savient's expense to verify records provided
for in this  Article  VII.  Such audit shall be  conducted  exclusively  for the
purpose of  verifying  the  accuracy of reports  delivered by Cytogen to Savient
pursuant to Sections 7.1 and 7.2 and the accuracy of Cytogen's  determination of
the amounts  payable or paid by Cytogen to Savient  hereunder.  Such audit shall
not be performed more  frequently  that [**] nor more  frequently than [**] with
respect to records  covering any specific period of time. Such examination is to
be made at the expense of  Savient,  except in the event that the results of the
audit reveal a  discrepancy  in favor of Cytogen of [**] or more over the period
being audited, in which case reasonable audit fees for such examination shall be
paid by Cytogen.  Cytogen shall pay to Savient within thirty (30) days after the
delivery of the  accountant's  report  pursuant to this  Section any  undisputed
amounts determined by the accountant,  and verified by Cytogen, to be payable by
Cytogen to Savient.  If the  accountant  determines  that  Cytogen has  overpaid
Savient,  Savient shall, at the election of Cytogen, credit Cytogen in an amount
equal to such  overpayment on the  immediately  succeeding  invoice  rendered to
Cytogen,  or pay  Cytogen  such amount  within [**] after  receipt of an invoice
therefor.

     7.4   Methods of Payments.  All payments due under this  Agreement shall be
           -------------------
paid in United  States  dollars by wire  transfer to a bank in the United States
designated  in writing by  Savient.  For the  purpose of Net Sales for  Licensed
Product  sold in a currency  other than United  States  dollars,  Cytogen  shall
convert the amount of Net Sales in foreign currencies using the average exchange
rate (as  reported  by  Reuters  or  other  reliable  source  of  exchange  rate
information,  as agreed to by the  parties)  for the  quarter in which the sales
occurred (in the case of royalty  payments) or for the relevant  time period for
any other payments.

     7.5   Taxes.  If provision is  made in law or  regulation of any country of
           -----
the Territory for withholding of taxes of any type, levies or other charges with
respect to the any amounts payable hereunder to Savient,  Cytogen shall promptly
pay such  tax,  levy or  charge  for and on  behalf  of  Savient  to the  proper
governmental authority,  and shall promptly furnish Savient with receipt of such
payment.  Cytogen  shall have the right to deduct  any such tax,  levy or charge
actually  paid from payment due Savient or be promptly  reimbursed by Savient if
no  further  payments  are due  Savient.  Cytogen  agrees to assist  Savient  in
claiming exemption from such deductions or withholdings under double taxation or
similar  agreement  or treaty from time to time in force and in  minimizing  the
amount  required  to be  so  withheld  or  deducted.  Cytogen  shall  be  solely
responsible  for any sales or use taxes  attributable  to sale or disposition of
Licensed  Product by Cytogen,  including any taxes relating to Licensed  Product
samples.


            VIII. OWNERSHIP OF TECHNOLOGY AND INTELLECTUAL PROPERTY
                  -------------------------------------------------

     8.1   Ownership.  Ownership of  the  Licensed  Know-How  and  the  Licensed
           ---------
Patents shall remain vested at all times in Savient.  Savient expressly reserves
under this  Agreement  all rights to use the  Licensed  Know-How,  the  Licensed
Patents,  the Joint Patents,  and any other Savient  patents to make, have made,
use,  import,  offer to sell and sell Licensed Product outside of the Territory.
Each party shall promptly  disclose to the other party all Inventions made by it
during the Term. The  determination of inventorship for inventions shall be made
in accordance


                                      -14-
<PAGE>


with applicable  laws relating to  inventorship  set forth in the patent laws of
the United States (Title 35, United States Code).

     8.2   Savient Inventions.  As between  the parties,  Savient shall  own any
           ------------------
and all inventions invented, either solely or jointly with Third Parties, by the
employees or agents of Savient, and any patents Covering such inventions. To the
extent that any such patent Covers the use,  importation,  sale or offer to sell
the  Licensed  Product  in the  Field,  such  patent  shall be deemed a Licensed
Patent,  and Cytogen shall have an exclusive  license to such patent pursuant to
Section 2.1(a).

     8.3   Joint  Inventions.  Savient and  Cytogen shall each  own an undivided
           -----------------
equal interest in any Joint Invention and any Joint Patents.  Both parties shall
at all times have the co-exclusive right within the Territory to practice, or to
make, have made, use, import, offer for sale or sell any Joint Invention outside
the Field under any Joint  Patent,  and  neither  party  shall be  obligated  to
account to the other.  As used  herein,  a right to  practice  any Joint  Patent
without any  obligation  to account  shall  include the right to grant  licenses
without the consent of: the other party;  provided that a written notice will be
promptly  provided.  To the extent  either  party needs the consent of the other
party to exploit its  co-exclusive  or  exclusive  rights with  respect to Joint
Patents,  including the right to sublicense or enforce such Joint  Patents,  the
other party shall  cooperate  with the party  making such a request and promptly
supply all needed consents, signatures and the like.

     8.4   Cytogen Technology. If during the Term, Cytogen develops any know-how
           ------------------
relating to the use, manufacture,  marketing, promotion, distribution or sale of
the Licensed Product (the "CYTOGEN KNOW-HOW"), Cytogen shall immediately grant a
non-exclusive,  non-royalty-bearing  license to Savient, during the Term, in the
Field,  in the  Territory to use such  know-how for the Licensed  Product in the
Field;  Savient and  Cytogen  shall  mutually  agree upon  reasonable  financial
compensation  to Cytogen in connection with the grant of such license to Savient
for any use outside the Field or outside the  Territory or after the Term.  Such
license shall be with immediate effect upon development of such know-how without
the need  for  execution  of a  separate  agreement  or  other  formal  document
memorializing the grant of such license.  At Savient's written request,  Cytogen
shall  grant a  license  (outside  the  Field,  or  outside  the  Territory,  or
subsequent  to the Term of this  Agreement) to Cytogen  Know-How  under fair and
reasonable terms to be negotiated by the parties in good faith. The royalty rate
or  other  financial  terms  of any  such  license  agreement  shall  be no less
favorable to Savient  than the royalty  rate or  financial  terms of any license
agreement  between  Cytogen  and a Third  Party  relating  to the  same  Cytogen
Know-How  licensed to Savient.  If Cytogen,  subsequent  to entering into such a
license  agreement with Savient,  licenses the same Cytogen  Know-How to a Third
Party under  financial  terms that are more  favorable to the licensee  than the
terms of the license to Savient,  the parties shall amend such license agreement
to include the more favorable  financial  terms.  This Section 8.4 shall survive
termination of this Agreement.

                                IX. Trademarks.
                                    ----------

     9.1   Ownership.  Savient shall exclusively own all Licensed Trademarks and
           ---------
the Licensed  House Marks,  and shall retain the right to use the Licensed House
Marks in the  Territory in  connection  with the  marketing and Promotion of any
products other than the


                                      -15-
<PAGE>


Licensed  Product.  Savient  shall  also  retain  the right to use the  Licensed
Trademark(s)  in  connection  with the  marketing  and Promotion of the Licensed
Product  outside  the Field.  Cytogen  shall  have no right to use the  Licensed
Trademark(s),   or  any  other  marks   confusingly   similar  to  the  Licensed
Trademark(s), in connection with the Promotion, sale or marketing of any product
other than the Licensed Product.

     9.2   Trade Dress.  Notwithstanding  the  foregoing, as soon as  reasonably
           -----------
practicable  after the  Effective  Date,  Cytogen  shall  prepare  and submit to
Savient  for  Savient's  approval  (which  shall not be  unreasonably  withheld,
conditioned,  or  delayed) a sample of  Cytogen's  trade dress to be utilized to
distribute  the Licensed  Products in the Territory  (the "CYTOGEN TRADE DRESS")
which shall be in accordance with all applicable laws.  Cytogen hereby grants to
Savient the right to use,  with the right to grant its  Affiliates  the right to
use,  such  Cytogen  Trade  Dress in the  Territory  solely  for the  purpose of
performing its obligations  under this  Agreement.  Cytogen shall own and retain
all rights to the Cytogen Trade Dress and all goodwill associated therewith. The
Cytogen Trade Dress shall be used only  pursuant to the terms of this  Agreement
to identify,  and in connection with, the distribution of the Licensed  Products
in the  Territory,  and  shall not be used by either  party to  identify,  or in
connection  with, the marketing of any other  products.  Except as otherwise set
forth  in this  Agreement,  Savient's  (and  its  Affiliates')  right to use the
Cytogen  Trade Dress  shall  automatically  terminate  upon the  termination  or
expiration of this Agreement.

     9.3   Selection, Prosecution  and  Maintenance.  The parties  shall jointly
           ----------------------------------------
select a trademark  or  trademarks  to use for  marketing  and  Promotion of the
Licensed Product in the Territory.  If it has not already done so, Savient shall
file trademark  registration  applications for the selected  trademark(s) in the
Territory,  as the parties agree. All such applications and registrations  shall
be deemed to be Licensed Trademarks.  Savient shall be responsible for, and have
full control over, the prosecution and maintenance of the Licensed  Trademark(s)
and the Licensed House Marks.

     9.4   Quality Control.  Savient shall exercise full control with respect to
           ---------------
the nature and quality of the Licensed  Product and shall be entitled to monitor
any and all advertising  and  promotional  materials used in connection with the
Licensed  Product and bearing the Licensed  Trademark(s)  and/or  Licensed House
Marks,  including without limitation,  advertisements,  press releases,  labels,
tags,  signs,   documents,   stationery  and  product  packaging   ("PROMOTIONAL
MATERIALS").  Cytogen  acknowledges  that Savient's  trademarks have established
valuable  goodwill and are well recognized in the minds of the relevant class of
customers,  and Cytogen agrees that the Licensed  Products  shall  substantially
equal to the  standard  of quality  heretofore  established  and  maintained  by
Savient and its Affiliates in the operation of its business.

           (a) At  Savient's reasonable  written  request,  Cytogen  shall:  (i)
provide  specimens of the Licensed  Products,  Promotional  Materials  and other
materials reasonably sufficient to enable Savient to further monitor the quality
of the  Licensed  Products  and  Promotional  Materials  offered  by  Cytogen in
connection with the Licensed Trademark(s) and the Licensed House Marks; and (ii)
permit Savient to inspect [**],  during regular business hours and on reasonable
prior written request,  the portions of the premises and facilities (except with
respect to current Third Party  subcontractors,  in such case Cytogen shall only
be required to use commercially  reasonable efforts to cause such Third Party to
allow such inspection) where the


                                      -16-
<PAGE>


Licensed  Products  will be  stored  under  the  Licensed  Trademark(s)  and the
Licensed House Marks.

           (b) Cytogen  agrees to comply with  applicable  laws and  regulations
relating to the use of the Licensed Trademark(s), including, but not limited to,
those  laws and  regulations  which  require  Cytogen to  indicate  that it is a
licensee  of  the  Licensed   Trademark(s),   that  Savient  owns  the  Licensed
Trademark(s)  and/or Licensed House Marks,  and/or that Savient is the source of
the products and/or services sold thereunder.

           (c) Cytogen shall comply with all applicable  international, federal,
state and local laws,  regulations,  standards,  statutes  and  guidelines,  and
obtain  all  foreign  and  domestic  government  approvals,  pertaining  to  the
publication,  sale,  distribution,  provision,  advertising and Promotion of the
Licensed Products.

           (d) Cytogen  shall not, by any act or  omission, tarnish,  disparage,
degrade,  dilute or injure the reputation of the Licensed  Trademark(s) owned by
Savient or its Affiliate and/or the goodwill associated therewith.

     9.5   Trademark  Marking.  If requested by Savient,  Cytogen  shall use the
           ------------------
initials "TM" (or (TM)) in  association  with the Licensed  Trademark(s),  until
such time as Cytogen is informed  that a form of the Licensed  Trademark(s)  has
been  registered for any one or more of the Licensed  Products.  Within a prompt
and reasonable time thereafter,  if requested by Savient,  Cytogen shall use the
notation  (R) in  association  with each such  registered  form of the  Licensed
Trademark(s)  for  any  such  goods;  provided  that  Savient  shall  be  solely
responsible  for the  cost  of any  repackaging  of the  Licensed  Products,  if
applicable.

     9.6   Trademark Legend.  To the extent  practicable based on the nature and
           ----------------
size of the  Promotional  Material  in  question,  Cytogen  shall  place  on all
Promotional  Materials which show the Licensed  Trademark(s) and/or the Licensed
House Marks,  including  product  packaging,  the legend "The  trademarks  [list
relevant trademarks] are owned by Savient Pharmaceuticals, Inc. [and/or Rosemont
Pharmaceuticals Ltd.] and are licensed by Cytogen, Inc."

                             X. PATENT PROSECUTION
                                ------------------

     10.1  Savient Patents.
           ---------------

           (a)  Savient shall,  at its sole  cost  and  expense,  prosecute  and
maintain  all of the  patents  and  applications  included  within the  Licensed
Patents,  to the extent it has the rights to do so. Savient shall retain control
over such prosecution and maintenance, including selection of patent prosecution
counsel,  but  will  confer  in  good  faith  with  Cytogen  in  developing  and
implementing a patent procurement strategy.

           (b)  If Savient  fails to  prosecute  and  maintain  the patents  and
applications included within the Licensed Patents, Cytogen shall have the right,
but not the  obligation,  to  prosecute  and  maintain on behalf of Savient such
patents  and  applications  (with  Savient's  full  cooperation).  In such case,
Savient shall reimburse Cytogen for all reasonable costs and expenses (including
attorneys'  fees)  associated with the  prosecution of the Licensed  Patents and
incurred  after the Effective  Date.  Savient shall (1) make such  reimbursement
payments within [**] an


                                      -17-

<PAGE>


invoice from Cytogen  detailing  such costs,  or (2) at the election of Cytogen,
credit  Cytogen  in an amount  equal to such  reimbursement  on the  immediately
succeeding invoice rendered to Cytogen.

           (c) Cytogen shall  cooperate, in all  reasonable  ways, in connection
with the  prosecution of all patent  applications  included  within the Licensed
Patents hereunder.

     10.2  Joint Inventions.
           ----------------

           (a) The parties shall keep each other fully and promptly  informed as
to such Joint Inventions.  Savient will have the first right of election to file
priority  patent  applications  Covering Joint  Inventions in any country in the
world except for the Territory and if Savient declines to file such applications
then  Cytogen may do so.  Cytogen  will have the first right of election to file
priority patent  applications  Covering Joint Inventions in the Territory and if
Cytogen declines to file such applications then Savient may do so.

           (b) The party  performing the  priority  patent  filings (the "FILING
PARTY") for Joint Inventions pursuant to this Section 10.2 undertakes to perform
the corresponding  convention  filings from case to case, after having discussed
the countries for foreign filings with the other party. The party not performing
the  priority  patent  filings  (the  "NON-FILING  PARTY") for Joint  Inventions
pursuant to this Section 10.2  undertakes,  without cost to the Filing Party, to
obtain all necessary  assignment  documents for the Filing Party,  to render all
signatures  that shall be  necessary  for such patent  filings and to assist the
Filing Party in all other reasonable ways that are necessary for the issuance of
the patents  involved as well as for the  maintenance  and  prosecution  of such
patents. The Non-Filing Party shall on request be authorized by the Filing Party
to have access to the files concerning such patents in any patent offices in the
world.

           (c) Should the Filing Party decide that it is no longer interested in
maintaining  or prosecuting a Joint Patent,  it shall promptly  advise the other
party  thereof.  On the written  request of such other party,  such Joint Patent
shall be assigned to the other party at mutually  agreeable  terms.  If any such
patents  or  patent  applications  are  assigned  to  Cytogen,  Savient  and its
Affiliates shall be granted a worldwide  immunity from suit  thereunder;  and if
any such patents or patent applications are assigned to Savient, Cytogen and its
Affiliates shall be granted a worldwide immunity from suit thereunder.

     10.3  General Procedures.  Until termination of this Agreement, the parties
           ------------------
shall observe the following  procedures for  prosecution of patent  applications
for inventions arising from this Agreement:

           (a) As soon as one of the parties  concludes that it wishes to file a
patent application  covering a Joint Invention,  it shall immediately inform the
other party  thereof and consult  about the filing  procedures  concerning  such
patent  application.  For this purpose,  such party will provide the other party
with the determination of inventors and scope of claims as early as possible. If
a party is faced with possible loss of rights if a priority  application  is not
filed  immediately,  such  communications may take place promptly after filing a
convention application.

           (b) The Filing Party  shall be obliged to  prosecute  and  reasonably
maintain such  applications and any patents resulting  therefrom.  On request of
the Filing Party, the Non-Filing Party shall cooperate (and cause its employees,
consultants  and  subcontractors  to cooperate  with


                                      -18-
<PAGE>


the Filing Party), in all reasonable ways, in connection with the prosecution of
all such patent  applications  relating to Joint  Inventions.  The Filing  Party
shall advise the Non-Filing  Party of any  substantial  action or development in
the  prosecution of its patent  applications  and patents,  in particular of the
question  of scope,  the  issuance  of,  or the  rejection  of, an  interference
involving or an opposition to any respective patent application or patent.

           (c)  Inventions and other intellectual  property made by either party
outside the Field shall be excluded from the  provisions  of this  Agreement and
shall belong solely to the party having made the invention or other intellectual
property.

     10.4  Reimbursement for Costs.
           -----------------------

           (a) Prosecution Costs. For clarity,  [**] after the Effective Date in
               -----------------
connection  with the prosecution  and/or  maintenance in the Territory of patent
applications and patents included within the Licensed  Patents.  [**] related to
any  Joint  Patents  incurred  after  the  Effective  Date  during  the  Term in
connection with (i) filing and prosecuting such Joint Patents  (including patent
applications  therefor),  and (ii)  maintaining  such Joint  Patents  within the
Territory (including, without limitation, patent term extension).

     10.5  No Reimbursement  of  Cytogen  Prosecution  Costs.  Cytogen  shall be
           -------------------------------------------------
responsible  for all costs and expenses  incurred by Cytogen in connection  with
the prosecution and maintenance in the Territory of any patent  applications and
patents solely owned by Cytogen.

                     XI. ENFORCEMENT AND DEFENSE OF PATENTS
                         ----------------------------------

     11.1  Enforcement of Patent Rights.
           ----------------------------

           (a) Notice.  If  either  party  becomes  aware  of  any  Third  Party
               ------
activity in the Territory  that  infringes a Licensed  Patent or a Joint Patent,
then that party shall give prompt  written  notice to the other party within ten
(10) business days after gaining knowledge of such infringement or violation.

           (b) Savient's Primary  Right to Bring Action.  Savient shall have the
               ----------------------------------------
primary right,  but not the obligation,  to institute,  prosecute or control any
action or proceeding,  with respect to such Third Party activity,  by counsel of
its own choice. If Savient institutes such an action,  Cytogen shall confer with
Savient, and Cytogen shall have the right (but not the obligation),  at its sole
option,  to  elect  to  participate  in  such  action  and to pay up to  [**] of
Savient's  ongoing  litigation  expenses  associated  with such action.  Cytogen
agrees  to be  joined  as a  party  to  the  litigation  if it is  necessary  or
strategically  advantageous  (as determined by the parties in consultation  with
their  respective  patent  litigation  counsel)  for Cytogen to be included as a
party.  Cytogen  shall  bear  its own  costs if it is  joined  as a party to the
litigation.

           (c) Allocation of Recovery.  In the event that Cytogen decides to pay
               ----------------------
a portion of Savient's  litigation expenses as provided in Section 11.1(b),  any
damages or monetary  awards  (including  any settlement  payments)  recovered by
Savient  shall first be applied to reimburse  pro rata each  party's  reasonable
litigation  expenses,  and  the  balance  shall  be  shared  by the  parties  in
proportion  to the costs and  expenses  borne by each  party.  In the event that
Cytogen  decides  not to pay a portion of  Savient's  litigation  expenses,  any
damages or monetary awards (including any


                                      -19-
<PAGE>


settlement  payments)  recovered shall first be applied to reimburse  Savient an
amount  equal to its  reasonable  costs and  expenses  in  connection  with such
litigation,  and then to reimburse Cytogen for its reasonable costs and expenses
in  connection  with such  litigation.  Savient  shall then retain any remaining
damages or monetary award (including settlement  payments),  except that Cytogen
shall be entitled to receive [**] of any remaining damages  attributable to lost
profits,  with Savient  receiving the remaining  [**] of the lost profits award;
Savient shall be entitled to receive [**] any punitive damages  recovered,  with
Cytogen receiving the remaining [**] of the punitive damages award.

           (d) Cytogen's  Right to Bring  Action.  If Savient  fails to bring an
               ---------------------------------
infringement  action under the Licensed  Patents or the Joint  Patents  within a
period of [**] after delivery of the notice set forth in Section  11.1(a),  then
Cytogen shall have the right,  but not the  obligation,  to bring and control an
action, with respect to such Third Party activity, by counsel of its own choice.
Savient shall pay or reimburse  [**] of Cytogen's  ongoing  litigation  expenses
associated  with such action.  Any damages or monetary  awards  recovered  shall
first be applied to reimburse  Savient an amount equal to its  reasonable  costs
and expenses in connection  with such  litigation,  and then Savient and Cytogen
shall  share that  portion of any  remaining  damages or  monetary  award,  with
Cytogen receiving [**] and Savient receiving [**]. In addition, the net proceeds
of any  settlement  or award  received by Cytogen shall be included in Net Sales
for purposes of determining  royalty  payments and sales milestone  payments for
the period Cytogen received such proceeds; specifically, any amounts received as
damages or in  settlement  of patent  litigation  shall be included in Net Sales
during the quarter in which such amounts are received by Cytogen.

           (e) Right to  Counsel.  In any  event,  the  party  not  bringing  an
               -----------------
infringement action shall have the right to participate in such action and to be
represented by counsel of its own choice.  Except as otherwise set forth herein,
the party not  bringing  such an  infringement  action  agrees to be joined as a
party to the suit, at the request and expense of the party bringing such action,
and to provide  reasonable  assistance  in any such  action,  at the  requesting
party's expense.

     11.2  Defense of Third Party Claims.
           -----------------------------

           (a) Notice. If  a patent  infringement claim  is brought  by a  Third
               ------
Party against  Savient or Cytogen that any activity  conducted  pursuant to this
Agreement or the use,  manufacture,  sale, offer for sale, or importation of the
Licensed  Product  in the  Field in the  Territory  infringes  the  intellectual
property rights of such Third Party,  such party will give prompt written notice
to the other party of such claim.

           (b) Indemnification; Reimbursement.  If such claim is based solely on
               ------------------------------
the manufacture,  sale, offer for sale, or importation of the Licensed  Product,
then Savient shall defend and hold harmless  Cytogen  against any such claim and
any  resulting  suit at its  expense  and shall  indemnify  Cytogen  against any
resulting  judgments  and  settlements.  In such case,  Savient  shall have full
control the defense of the lawsuit, including the selection of patent litigation
counsel,  provided  that Savient  shall not settle any claim or suit in a manner
that would negatively affect Cytogen without  obtaining  Cytogen's prior written
consent, which shall not be unreasonably withheld,  conditioned,  or delayed. It
shall be deemed  reasonable  for  Cytogen to  withhold  consent if any  proposed
settlement  does not grant Cytogen and its  Affiliates a full and  unconditional
release of all claims.


                                      -20-
<PAGE>


           (c) Cytogen's Defense of Certain Actions. Cytogen shall defend at its
               ------------------------------------
own cost any  infringement  suit that may be brought  against Savient or Cytogen
based  solely  on  Cytogen's   method  of   marketing,   promoting,   detailing,
distributing  or selling the  Licensed  Product,  and shall  indemnify  and hold
Savient  harmless against any such patent or other  infringement  suits, and any
claims, losses, damages, liabilities,  expenses, including reasonable attorneys'
fees and cost, that may be incurred by Savient therein or in settlement thereof.
Cytogen  shall have full  control  the  defense of the  lawsuit,  including  the
selection of patent litigation  counsel,  provided that Cytogen shall not settle
any claim or suit in a manner  that  would  negatively  affect  Savient  without
obtaining  Savient's  prior  written  consent,  which shall not be  unreasonably
withheld,  conditioned, or delayed. It shall be deemed reasonable for Savient to
withhold  consent if any  proposed  settlement  does not grant  Savient  and its
Affiliates a full and unconditional release of all claims.

     11.3  Right to Counsel. Each party to this Agreement  shall always have the
           ----------------
right to be  represented  by counsel of its own selection and its own expense in
any suit or other action  instituted  by the other for  infringement,  under the
terms of this Agreement.

                           XII. TERM AND TERMINATION
                                --------------------

     12.1  Term. Unless earlier terminated pursuant to the terms of this Article
           ----

XII,  this  Agreement  shall go into  effect  on the  Effective  Date and  shall
continue  until the  later of:  (i) the  expiry of the  last-to-expire  Licensed
Patent  Covering the Licensed  Product in the  Territory;  or (ii) [**] from the
date of Commercial  Launch of the Licensed Product in the Territory.  The period
of time from the  Effective  Date until the date of  expiration  or  termination
shall be referred to as the "TERM" (inclusive of any Renewal Term).

           (a)  Renewal  Term.  The  Term  shall  automatically  extend  for  an
                -------------
additional one (1) year period (the "Renewal Term") unless either Party notifies
the other Party in writing at least [**] prior to any  scheduled  expiration  of
the original Term or any Renewal Term that the Party does not wish to extend the
Term of this Agreement.

     12.2  Termination for Breach.  Each non-breaching party (the "NON-BREACHING
           ----------------------

PARTY") shall be entitled to terminate  this  Agreement by written notice to the
other party (the "BREACHING  PARTY") in the event that the Breaching Party is in
default of any of its material  obligations  hereunder  and fails to remedy such
default within [**] (or, in the case of undisputed payment defaults, within [**]
after  provision  of written  notice  thereof by the  Non-Breaching  Party.  The
effective date of termination  under this Section 12.2 for an unremedied  breach
of a  material  obligation  shall  be the  date  [**]  (or,  in the  case  of an
unremedied  undisputed  payment default,  [**] after provision of written notice
thereof by the Non-Breaching Party.

    12.3  Termination for Insolvency. Either party may terminate this Agreement
           --------------------------
upon written  notice to the other party (with such  termination  effective  upon
receipt of such written notice) if:

           (a) the other party applies for, or consents to, the appointment of a
receiver,  custodian,  trustee or liquidator of all or a substantial part of its
business or assets, or a receiver,


                                      -21-
<PAGE>


custodian, trustee or liquidator of all or a substantial part of its business or
assets is actually appointed by a court of competent jurisdiction;

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

           (c) the  other party  commences a  voluntary  case  under the  United
States Bankruptcy Code, as now or hereinafter in effect (the "BANKRUPTCY CODE"),
or fails to controvert in a timely manner,  or acquiesces to, any petition filed
against it in an involuntary case under the Bankruptcy Code;

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

           (e) a  proceeding  or case is commenced  against the other party in a
court  of  competent  jurisdiction,   seeking  the  other  party's  liquidation,
reorganization, dissolution or winding-up, or the composition or readjustment of
its debts, or similar relief under the Bankruptcy  Code. For avoidance of doubt,
all  rights  and  licenses  granted  under or  pursuant  to any  section of this
Agreement  are,  and shall  otherwise  be deemed to be, for  purposes of Section
365(n) of the U.S.  Bankruptcy  Code,  licenses of  "intellectual  property"  as
defined thereunder. The parties shall retain and may fully exercise all of their
respective  rights and elections under the Bankruptcy Code;  provided,  however,
that  should  Savient  become  a  party  to a  bankruptcy  proceeding  and  such
proceeding  is not dismissed  within [**] then, to the extent  permitted by law,
this Agreement and the licenses granted by Savient hereunder shall be adopted by
any bankruptcy  trustee or relevant third party charged with the  disposition of
same,  and shall not be rejected by same, it being the parties'  intent that, in
such event,  Cytogen and its  Affiliates and  sublicensees  shall be entitled to
retain the rights granted to them hereunder by Savient.

     12.4  Termination   Based   on   Sales.   If   the  total    TRx (tamoxifen
           --------------------------------
prescriptions)  for [**] is less than [**],  then  either  party  shall have the
right,  upon  written  notice to the other  party,  to demand a meeting with the
other party to discuss the impact of the decline in tamoxifen  prescriptions  on
this  Agreement.  In such event and after  receipt of such written  notice,  the
parties shall  negotiate in good faith for a period of [**] in order to agree on
the impact on this Agreement and to agree on an amendment,  if  appropriate,  to
the terms of this  Agreement  to account  for such  impact.  If the  parties are
unable to reach an agreement  after [**] of  negotiation,  then either party may
terminate this Agreement upon [**] written notice to the other party.

     12.5  Termination  by  Savient.  Savient  shall have the right (but not the
           ------------------------
obligation),  upon [**] written notice to either (i) terminate this Agreement in
its entirety,  or at Savient's option,  (ii) convert Cytogen's exclusive license
to a non-exclusive  license if Cytogen ceases to market the Licensed  Product in
the  Territory  (other  than for safety  reasons)  for a period of six months or
more, except where Cytogen's inability to market the Product in the Territory is
caused by Savient's or Rosemont's  actions or failure to meet their  obligations
under this Agreement or under the Supply Agreement respectively.

     12.6  Termination  by Cytogen.  Cytogen may terminate this Agreement in its
           -----------------------
entirety,  (a) upon [**] written  notice,  if the Licensed  Product is withdrawn
from the market or recalled in


                                      -22-
<PAGE>


the Territory for safety  reasons,  and has been off the market for at least six
(6) months,  and the parties agree that there is no reasonable  prospect for the
reintroduction of the Licensed Product.

     12.7  Mutual Termination. This Agreement may be terminated at any time by a
           ------------------
written agreement signed by both Parties.

     12.8  Termination for Force Majeure Event. Notwithstanding  anything to the
           -----------------------------------
contrary  contained in this Agreement,  in the event a force majeure event shall
have occurred and be  continuing  for [**],  the party not suffering  such force
majeure  event  shall  be  entitled  to  terminate  this   Agreement   effective
immediately upon written notice to the party suffering such force majeure event.

     12.9  Consequences of Termination.
           ---------------------------

           (a) Upon termination of this  Agreement,  any and all affected rights
and licenses granted by Savient to Cytogen shall terminate on the effective date
of  termination,  except as otherwise set forth herein.  For avoidance of doubt,
any licenses  granted by Cytogen to Savient  shall  continue  and shall  survive
termination of this Agreement.

           (b) Upon  expiration or termination  of this Agreement due to reasons
other than a material breach by Cytogen, Cytogen may continue using the licenses
granted  hereunder  to  market  and sell all  Licensed  Product  which are fully
manufactured   and  in  Cytogen's   (including  its   Affiliates')   and/or  its
sublicensees'  inventory at the date of such expiry or termination  for a period
of time not to exceed [**] (the "TAIL  PERIOD")  (provided that such sales shall
be subject to the royalties and milestone  payment  obligations under Article VI
of  this  Agreement,  as  well  as all  payment  obligations  under  the  Supply
Agreement).

           (c) Upon termination  of this  Agreement,  each party shall return or
destroy all copies of the other party's Confidential Information, and certify to
the other party that all copies of the other  party's  Confidential  Information
have been returned or destroyed.

           (d) Upon  termination  of this Agreement due to a material  breach by
Cytogen, at Savient's sole discretion, Savient may offer to purchase all or part
of  Cytogen's  remaining  inventory  of  Licensed  Product  at  Cytogen's  cost;
provided,  however, that if Savient does not purchase Cytogen's inventory,  then
Savient shall grant Cytogen a license to continue  selling the Licensed  Product
for a period  of time not to  exceed  [**],  subject  to  Savient's  receipt  of
royalties and milestone payments for such sales in accordance with Article VI of
this Agreement, as well as all payment obligations under the Supply Agreement.

           (e) Upon expiry or termination of this Agreement for any reason other
than Savient's breach,  Cytogen shall assign to Savient,  at no cost to Savient,
all rights and title to: (i) the Cytogen Trade Dress;  (ii) the Prescriber Data;
and (iii) all know-how, data and information related to the marketing, Promotion
or Detailing of the Licensed Product.  If the Agreement is terminated because of
Savient's   breach,   then  Savient  shall  pay  Cytogen  fair  and   reasonable
compensation  to be  negotiated  in good faith by the parties (but not to exceed
Cytogen's reasonable  out-of-pocket  expenses incurred in transferring such data
and  information)  to  compensate  Cytogen  for its  transfer  to Savient of the
above-described rights, data and information.


                                      -23-
<PAGE>


     12.10 Non-Exclusive  Remedy  for  Breach.  In  the  event  of  breach,  the
           ----------------------------------
Non-Breaching Party may terminate this Agreement,  as specified in Section 12.2,
but may also seek damages or other remedies to which the Non-Breaching Party may
be entitled. The provisions of Section 12.2 are not intended to be exclusive and
are without  prejudice to the rights of the parties to enforce any other rights,
and seek any  other  remedies,  which  they may have  under  this  Agreement  or
otherwise..

     12.11 Survival. Unless expressly  provided to the contrary,  the provisions
           --------
of Sections  2.2, 4.2, 4.7,  7.2,  7.3,  7.4,  7.5,  11.2,  12.8 and 12.10,  and
Articles VI, VIII,  X, XIII,  XIV and XV shall survive the  termination  of this
Agreement and shall expire on their own terms,  or if no expiration is expressly
indicated therein, shall continue indefinitely.

               XIII. CONFIDENTIALITY, DISCLOSURE AND PUBLICATIONS
                     --------------------------------------------

     13.1  Treatment of Confidential Information.  Except as provided below, the
           -------------------------------------
parties agree that during the Term,  and for a period of [**]  thereafter,  each
party (the  "RECEIVING  PARTY")  shall (i) maintain in  confidence  Confidential
Information of the other party (the  "DISCLOSING  PARTY") to the same extent and
with  the  same  degree  of  care  as the  Receiving  Party  maintains  its  own
proprietary  information  of similar kind and value (but at a minimum each party
shall use commercially  reasonable efforts), (ii) not disclose such Confidential
Information  to any Third Party without prior written  consent of the Disclosing
Party,  except for disclosures  made in confidence to any Third Party, and (iii)
not use such Confidential  Information for any purpose except those permitted by
this Agreement.  Each party shall neither disclose to the other party nor induce
the other party to use any secret or  Confidential  Information  belonging  to a
Third Party.

     13.2  Exceptions. Notwithstanding the foregoing,  the Receiving Party shall
           ----------
have no such  confidentiality  obligations  with  respect to any  portion of the
Confidential Information of the Disclosing Party that:

           (a) at  the  time  of  disclosure  by  the  Disclosing  Party  to the
Receiving  Party,  was  generally   available  to  the  public,  or  after  such
disclosure,   becomes  generally  available  to  the  public  through  no  fault
attributable to the Receiving Party or its Affiliates; or

           (b)  was  known to the  Receiving  Party  or its  Affiliate,  without
obligation  to keep it  confidential,  prior  to when it was  received  from the
Disclosing Party; or

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

           (d) is  demonstrated  by the  Receiving  Party by  competent  written
proof, has been independently  developed by the Receiving Party or its Affiliate
who do not have access to or knowledge of such Confidential Information; or

           (e) is  disclosed  pursuant  to a court order,  law,  or  regulation,
provided that the Receiving  Party provides the other party prior written notice
of the required  disclosure and takes  reasonable steps to limit such disclosure
to the minimum  required by such court order,  law, or


                                      -24-
<PAGE>


regulation  and to obtain,  or cooperate  with the other party in  obtaining,  a
protective  order  or other  similar  order  requiring  that  such  Confidential
Information be used only for the purposes  required by such court order, law, or
regulation.

     13.3  Authorized  Disclosures. Nothing in this Agreement shall prohibit the
           -----------------------
Receiving  Party from  disclosing  Confidential  Information  of the  Disclosing
Party, as well as the terms and conditions of this Agreement, to:

           (a) the Receiving Party's Affiliates,  officers,  employees,  agents,
consultants, sublicensees, advisors (other than professional advisors), clinical
institution and investigators, and contract manufacturers and suppliers, if any,
but only on a need-to-know  basis for purposes  provided for in this  Agreement,
provided  such  disclosure  occurs  pursuant  to  a  confidentiality   agreement
containing provisions at least as protective as those of this Article XIII;

           (b) the  Receiving  Party's  board  of  directors  and   professional
advisors (such as attorneys and accountants) bound by a duty of confidentiality;
or

           (c) potential collaborators, acquirers or merger candidates, provided
such  disclosure  occurs  pursuant  to a  confidentiality  agreement  containing
provisions at least as protective as those of this Article XIII.

     13.4  Publicity.   All  publicity,   press   releases,   and  other  public
           ---------
announcements relating to this Agreement or the performance hereunder other than
publications  described  in Section  13.5 below shall be reviewed in advance by,
and  subject to the  approval  of, both  parties  (which  approval  shall not be
unreasonably withheld,  conditioned,  or delayed);  provided,  however, that any
disclosure which a party is required by law or any listing or securities trading
agreement  concerning its publicly traded securities,  based upon advice of such
party's  counsel,  may be made  without  the prior  consent of the other  party,
although  the other  party shall be given  prompt  notice (but in no event later
than the time  the  actual  disclosure  is  made) of any such  legally  required
disclosure and to the extent practicable, the disclosing party shall provide the
other party an opportunity to comment on the proposed disclosure. .

     13.5  Publications.
           ------------

           (a) Each party  agrees  that it shall not  publish  or present to the
public the results of non-clinical scientific studies or clinical trials related
to the Licensed Product in the Field without the opportunity for prior review by
the other party.

           (b) If a party (the  "PUBLISHING  PARTY")  wishes  to  publish  or to
present to the public such  results,  then it shall provide the other Party (the
"NON-PUBLISHING  PARTY")  the  opportunity  to  review  the  Publishing  Party's
proposed  abstracts,   manuscripts  or  presentations   (including  public  oral
presentations)  that relate to any  Licensed  Product at least [**] prior to its
intended  submission for publication or presentation.  The Non-Publishing  Party
shall review the abstract,  manuscript or presentation  (the  "PUBLICATION")  to
determine  whether the  Publication  contains  subject  matter for which  patent
protection  should be sought,  or whether the manuscript  contains  Confidential
Information  belonging to the Non-Publishing  Party. If the Non-Publishing Party
consents  publishing or  presenting  the  Publication  or fails to object to the
Publication within


                                      -25-
<PAGE>


[**] after receipt of the  Publication,  then the Disclosing Party shall be free
to submit, publish or otherwise disclose such Publication.

           (c) If the  Non-Publishing Party  believe the  Publication  discloses
Confidential   Information   or  a   patentable   invention   belonging  to  the
Non-Publishing  Party,  then prior to the expiration of the [**] period from the
date  of  receipt  of  such  Publication  by  the   Non-Publishing   Party,  the
Non-Publishing  Party  shall  notify  the  Publishing  Party in  writing  of its
determination that such Publication contains Confidential Information or subject
matter for which patent  protection should be sought. On receipt of such written
notice,   the  Publishing  Party  shall  either:  (i)  redact  any  Confidential
Information  identified  by the  Non-Publishing  Party  (if  the  Non-Publishing
Party's  objection is that the  Publication  contains  Confidential  Information
belonging  to the  Non-Publishing  Party),  or (ii) delay public  disclosure  or
submission of the  Publication  for an  additional  period of sixty (60) days to
permit  preparation and filing of a patent  application on the disclosed subject
matter  (if the  Non-Publishing  Party  has  identified  potentially  patentable
subject matter).  For clarity,  a party may publicly  disclose without regard to
the  preceding  requirements  of this  Section  13.5  any  information  that was
previously disclosed in a publication pursuant to this Section 13.5.

                            XIV. DISPUTE RESOLUTION
                                 ------------------

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

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

           (b) The parties  shall choose,  by mutual  agreement, one  arbitrator
within  [**] of receipt of notice of the intent to  arbitrate.  If the issues in
dispute involve scientific or technical matters, any arbitrator chosen hereunder
shall have educational  training and/or  experience  sufficient to demonstrate a
reasonable level of knowledge in the field of biotechnology. If no arbitrator is
appointed  within the times  herein  provided or any  extension  of time that is
mutually  agreed  on, the AAA shall make such  appointment  within  [**] of such
failure.

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

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

     14.2  Waiver. By  agreeing  to  this  binding  arbitration  provision,  the
           ------
parties  understand that they are waiving  certain rights and protections  which
may otherwise be available if a dispute  between the parties were  determined by
litigation in court, including,  without limitation, the right


                                      -26-
<PAGE>


to seek or obtain  certain  types of damages  precluded by this  provision,  the
right to a jury trial,  certain  rights of appeal,  and a right to invoke formal
rules of procedure and evidence.

     14.3  No Limitation  on Injunctive  Relief. Nothing in this Agreement shall
           ------------------------------------
be deemed as  preventing  either  party from seeking  injunctive  relief (or any
other  provisional  remedy) from any court having  jurisdiction over the parties
and the subject  matter of the dispute as  necessary to protect  either  party's
name, proprietary information,  trade secrets, know-how or any other proprietary
right.

                              XV. INDEMNIFICATION
                                  ---------------

     15.1  Indemnification by Cytogen.  Cytogen agrees to defend,  indemnify and
           --------------------------
hold harmless Savient, its trustees,  directors,  officers, agents and employees
from and against  any and all Third  Party  suits,  claims,  acts,  liabilities,
demands, damages,  expenses, and losses of any kind ("Losses"),  including those
resulting from death,  personal  injury,  illness or property damage arising (i)
out of the distribution,  use, testing/handling,  promotion,  marketing, sale or
storage, by Cytogen, an Affiliate of Cytogen, or any distributor, sublicensee or
representative  of Cytogen or anyone in privity  therewith (other than Savient),
of any Licensed Product in the Territory,  except where such Loss is proximately
caused by Savient's  revisions to Promotional  Materials,  which  revisions were
specifically  objected  in  writing  to by  Cytogen;  (ii) out of any  breach by
Cytogen of any representation, warranty or covenant of this Agreement; (iii) out
of any violation of applicable law by an action,  policy or procedure of Cytogen
or its  Affiliates;  or (iv) out of any  negligence  or  willful  misconduct  of
Cytogen or its  Affiliates;  in each case  except to the extent that such Losses
are subject to indemnification by Savient pursuant to Section 15.2.

     15.2  Indemnification by Savient.  Savient agrees to defend,  indemnify and
           --------------------------
hold harmless Cytogen, its trustees,  directors,  officers, agents and employees
harmless  from and  against  any and all Third  Party  Losses,  including  those
resulting from death,  personal  injury,  illness or property damage arising (i)
out  of  the  development,  manufacture,  distribution,  use,  testing/handling,
promotion,  marketing,  storage,  or sale or other disposition,  by Savient,  an
Affiliate of Savient,  or any  distributor,  sublicensee  or  representative  of
Savient or anyone in privity  therewith  (other than  Cytogen),  of any Licensed
Product;  (ii) out of any breach by Savient of any  representation,  warranty or
covenant of this  Agreement;  (iii) out of any violation of applicable law by an
action,  policy or  procedure  of  Savient  or its  Affiliates;  (iv) out of any
negligence or willful  misconduct of Savient or its Affiliates;  (v) as a result
of any claim of infringement,  misuse,  or  misappropriation  of any proprietary
rights of a Third Party, including patent and trademark  infringement,  relating
to the manufacture or sale of Licensed Product,  or to any of the Licensed House
Marks,  Licensed Know-How,  Licensed Patents, or Licensed Trademarks  hereunder;
(vi)  out of any acts or  omissions  of the  sales  representatives  of  Savient
(including  its  Affiliates)  or its Third  Party  licensees  in  promoting  the
Licensed  Product  outside  the  Territory;  or (vii) any  failure by Savient to
implement a withdrawal or recall of the Licensed Product in the Territory.

     15.3  Procedure.  In the event of a claim by a Third Party  against a party
           ---------
entitled to  indemnification  under this Agreement  ("INDEMNIFIED  PARTY"),  the
Indemnified Party shall promptly notify the other party  ("INDEMNIFYING  PARTY")
in writing of the claim and the  Indemnifying  Party shall  undertake and solely
manage  and  control,  at its sole  expense,  the


                                      -27-
<PAGE>


defense of the claim and its settlement.  The Indemnified  Party shall cooperate
with the Indemnifying Party,  including,  as requested by the Indemnifying Party
and at the Indemnifying  Party's cost,  entering into a joint defense agreement.
The Indemnified Party may, at its option and expense, be represented in any such
action or proceeding by counsel of its choice.  The Indemnifying Party shall not
be liable for any litigation costs or expenses incurred by the Indemnified Party
without the Indemnifying  Party's written consent.  The Indemnifying Party shall
not settle any such  claim  unless  such  settlement  fully and  unconditionally
releases the Indemnified Party from all liability  relating thereto,  unless the
Indemnified Party otherwise agrees in writing.

                               XVI. MISCELLANEOUS
                                    -------------

     16.1  Mutual  Representations and  Warranties.  Each party  represents  and
           ---------------------------------------
warrants to the other party hereto that, except as may otherwise be disclosed in
writing to such party:

           (a) it has the full right and authority to enter into this  Agreement
and to perform its obligations hereunder;

           (b) it  is duly  organized, validly  existing, and  in good  standing
under the laws of its jurisdiction of incorporation;

           (c) this  Agreement is a legal  and valid obligation binding  upon it
and  is  enforceable  in  accordance  with  its  terms,  subject  to  applicable
limitations  on such  enforcement  based on bankruptcy  laws and other  debtors'
rights;

           (d) its  execution, delivery  and performance  of this Agreement will
not  conflict in any material  fashion with the terms of any other  agreement or
instrument to which it is or becomes a party or by which it is or becomes bound,
nor  violate  any  law  or  regulation  of  any  court,   governmental  body  or
administrative or other agency having authority over it;

           (e)  neither  it, nor  any  of its  employees  or  agents  performing
hereunder, are listed on the debarment list maintained by the FDA pursuant to 21
U.S.C. ss. 335(a) and ss. 335(b).

           (f) such   party   has   obtained  all   consents,    approvals   and
authorizations  of all government  authorities and other persons  required to be
obtained  by it as of the  Effective  Date in  connection  with  the  execution,
delivery and performance of this Agreement; and

           (g) no agent,  broker, investment banker,  financial advisor or other
person,  is or will be  entitled to any  brokers'  or finder's  fee or any other
commission  or  similar  fee  in  connection   with  any  of  the   transactions
contemplated by this Agreement from such party.

     16.2  Cytogen Covenants, Representations and Warranties.
           -------------------------------------------------

           (a) Compliance with Law. Cytogen covenants that it shall comply,  and
               -------------------
cause its employees, sublicensees and agents to comply, with all federal, state,
provincial,  territorial,  governmental,  and local laws, rules, and regulations
applicable to the Promotion,  Detailing,  and  commercialization of the Licensed
Product,  including  without  limitation,  with  respect to the  Territory,  the
Prescription  Drug  Marketing  Act, the Federal Food,  Drug and Cosmetics Act of


                                      -28-
<PAGE>


1938,   as  amended  (the  "ACT"),   the  Health   Insurance   Portability   and
Accountability  Act  ("HIPAA"),  the  Federal  Anti-Kickback  Statute,  and  any
applicable FDA regulations relating to sampling practices.

           (b) Financial  Condition.  Cytogen  represents  and warrants  that it
               --------------------
presently has the  financial  and  operational  resources to  commercialize  the
Licensed  Products in the Territory in accordance with this  Agreement.  Cytogen
further  represents and warrants  that, as of December 31, 2005,  Cytogen had on
hand  approximately  $30.3  million in cash,  cash  equivalents  and  short-term
investments.

     16.3  Savient Covenants, Representations and Warranties
           -------------------------------------------------

           (a)  Exclusivity,  NDA  and  Intellectual  Property.  Savient  hereby
                ----------------------------------------------
represents and warrants to Cytogen that,  with respect to the Licensed  Product,
as of the  Effective  Date:  (i)  it  has  not  previously  granted,  and is not
currently  obligated to grant,  to any Third Party the rights granted to Cytogen
hereunder in the Field in the  Territory  with respect to the Licensed  Product,
(ii) NDA # 21-807 is owned by  Savient  and is in  effect  with  respect  to the
Licensed  Product,  (iii) Savient  Controls all patents and patent  applications
listed on Schedule 1.24,  and (iv) to the best of Savient's  knowledge as of the
Effective  Date, no person other than Savient or its  Affiliates  has any right,
title or interest in any of the Licensed Know-How or Licensed  Patents,  in each
case Controlled by Savient or its Affiliates as of the Effective Date.

           (b) Compliance with Law. Savient covenants that it shall comply,  and
               -------------------
cause its employees and agents to comply, with all federal,  state,  provincial,
territorial,  governmental, and local laws, rules, and regulations applicable to
the development,  manufacture,  Promotion, use and sale of the Licensed Product,
including without  limitation,  with respect to the Territory,  the Prescription
Drug Marketing Act, the Act, HIPAA, the Federal  Anti-Kickback  Statute, and any
applicable FDA regulations in connection  therewith.  Savient and its Affiliates
have complied,  and will continue to comply, in all material respects,  with all
applicable  laws,  permits,  governmental  licenses,  registrations,  approvals,
concessions,  franchises,   authorizations,  orders,  injunctions  and  decrees,
including the Act, in the development,  manufacture,  Promotion, use and sale of
the Licensed Products in the Territory.

     16.4  Assignment.
           ----------

           (a) By Cytogen. Cytogen may assign this  Agreement  and the  licenses
               ----------
herein granted to: (i) any Affiliate without Savient's  consent;  (ii) any Third
Party purchaser of all or substantially all of Cytogen's  business to which this
Agreement  relates,  without  Savient's consent but with prior written notice to
Savient at least sixty (60) days prior to consummation of such  transaction;  or
(iii) any Third Party other than a Third Party purchaser of Cytogen's  business,
only  with  the  prior  written  consent  of  Savient,  such  consent  not to be
unreasonably  withheld;  provided,  however, that, in all cases, Cytogen remains
fully liable for the performance of its obligations hereunder by such assignee.

           (b) By  Savient.  Savient  may assign this  Agreement  and its rights
               -----------
hereunder to: (a) any Affiliate without Cytogen's consent, provided that Savient
remains fully liable for the  performance of its  obligations  hereunder by such
Affiliate,  (b)  any  Third  Party  purchaser  of  all or


                                      -29-
<PAGE>


substantially  all of Savient's  business to which this Agreement  relates or of
all or substantially all of Rosemont's business to which this Agreement relates,
without  Cytogen's  consent;  or (c) any Third  Party  other than a Third  Party
purchaser of Savient's business, only with the prior written consent of Cytogen,
such consent not to be unreasonably  withheld. If Savient assigns this Agreement
to a Third Party  purchaser of Savient's or  Rosemont's  business,  then Savient
shall ensure that such Third Party  purchaser  agrees to be responsible  for the
obligations set forth in this Agreement to the extent that such  obligations are
incurred after the effective date of such assignment.

           (c) This Agreement shall be binding on and shall inure to the benefit
of the permitted successors and assigns of the parties hereto.

     16.5  Entire  Agreement;   Modification.   This  Agreement  (including  its
           ---------------------------------
schedules,   exhibits  and  appendices)  together  with  the  Supply  Agreement,
constitutes the entire agreement  between the parties hereto with respect to the
subject matter herein and supersedes all previous agreements, whether written or
oral.  This Agreement  shall not be changed or modified  orally,  but only by an
instrument in writing signed by both parties.

     16.6  Force  Majeure.  If  either  party  is  delayed,  interrupted  in  or
           --------------
prevented from the  performance  of any obligation  hereunder by reason of force
majeure,  including an act of God,  fire,  flood,  earthquake,  war (declared or
undeclared), public disaster, act of terrorism,  governmental enactment, rule or
regulation, or any other cause beyond such party's control, such party shall not
be liable to the other therefor; and the time for performance of such obligation
shall be extended for a period equal to the duration of the force  majeure which
occasioned the delay, interruption or prevention.  The party invoking such force
majeure  rights of this  Section 16.6 must (a) notify the other party by courier
or overnight  dispatch (e.g.,  Federal  Express) within a period of [**] of both
the first and last day of the force  majeure  unless the force  majeure  renders
such notification  impossible in which case notification will be made as soon as
possible and (b) uses commercially  reasonable efforts to cause the event of the
force majeure to terminate, be cured or otherwise ended, to the extent possible.

     16.7  Severability.  If any provision of this Agreement is declared invalid
           ------------
by an arbitrator  pursuant to Article XIV or by a court of last resort or by any
court or other  governmental  body from the  decision  of which an appeal is not
taken within the time  provided by law,  then this  Agreement  will be deemed to
have  been  terminated  only  as to the  portion  thereof  that  relates  to the
provision  invalidated  by that decision and only in the relevant  jurisdiction,
but this  Agreement,  in all other  respects and all other  jurisdictions,  will
remain in force;  provided,  however,  that if the provision so  invalidated  is
essential to the Agreement as a whole,  then the parties shall negotiate in good
faith to amend the terms hereof as nearly as practical to carry out the original
intent of the parties, and, failing such amendment,  either party may submit the
matter to arbitration for resolution pursuant to Section 14.1.

     16.8  Notices. Any notice or report required or permitted to be given under
           -------
this  Agreement  shall  be in  writing  and  shall be  mailed  by  certified  or
registered  mail, or telexed or telecopied and confirmed by mailing,  as follows
and shall be effective five (5) days after such mailing:


                                      -30-
<PAGE>


     If to Savient:           Savient Pharmaceuticals, Inc.
                              One Tower Center, 14th floor
                              East Brunswick, New Jersey 08816
                              Attention:  Chief Executive Officer

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

     with a second copy to:   Rosemont Pharmaceuticals Ltd.
                              Rosemont House, Yorkdale Industrial Park
                              Braithwaite Street
                              Leeds LS11 9XE
                              England
                              Attention: Managing Director

     If to Cytogen:           Cytogen Corporation
                              650 College Road East, Suite 3100
                              Princeton, New Jersey 08540
                              Attention:  Chief Executive Officer

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

     16.9  Choice of Law. The validity, performance, construction, and effect of
           -------------
this Agreement  shall be governed by the laws of the State of New Jersey without
regard to any conflicts of law principles.

     16.10 Publicity.   The  parties  agree  to   issue  press  releases  in  an
           ---------
agreed-upon form and format concerning their entry into this Agreement, with the
content of such releases to be approved in advance by the parties.  In all other
respects,  no party to this Agreement shall use the name of the other parties in
any publicity release without the prior written  permission of such other party,
which  shall  not  be  unreasonably  withheld.  The  other  party  shall  have a
reasonable  opportunity  to review and  comment on any such  proposed  publicity
release.  Except as required by law, no party hereto shall publicly disclose the
terms of this Agreement or its terms and conditions unless expressly  authorized
to do so by the other  party,  which  authorization  shall  not be  unreasonably
withheld.  In the event that  disclosure  is  authorized,  the parties will work
together to develop a mutually acceptable disclosure.

     16.11 Further  Assurances.  The parties agree to reasonably  cooperate with
           -------------------
each other in connection with any actions  required to be taken as part of their
respective obligations under this Agreement, and shall (a) furnish to each other
such  further  information;  (b)  execute  and  deliver to each other such other
documents;   and  (c)  do  such  other  acts  and  things   (including   working
collaboratively to correct any clerical,  typographical, or other similar errors
in this  Agreement),


                                      -31-
<PAGE>


all as the other party may  reasonably  request for the purpose of carrying  out
the intent of this Agreement.

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

     16.13 Independent Contractor. Neither party is, nor will be deemed to be an
           ----------------------
employee, agent or representative of the other party for any purpose. Each party
is an  independent  contractor,  not an employee or partner of the other  party.
Neither party shall have the  authority to speak for,  represent or obligate the
other party in any way without prior written authority from the other party.

     16.14 No  Waiver.  Any  omission  or delay by  either  party at any time to
           ----------
enforce any right or remedy reserved to it, or to require  performance of any of
the  terms,  covenants  or  provisions  hereof,  by the other  party,  shall not
constitute  a waiver of such  party's  rights to the future  enforcement  of its
rights under this  Agreement.  Any waiver by a party of a  particular  breach or
default by the other party shall not operate or be  construed as a waiver of any
subsequent breach or default by the other party.

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

     16.16 No Strict Construction.  This Agreement has  been prepared jointly by
           ----------------------
the parties and shall not be strictly construed against either party.

     16.17 Headings.  The captions used  herein are inserted for  convenience of
           --------
reference only and shall not be construed to create  obligations,  benefits,  or
limitations.

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


      (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.)


                                      -32-
<PAGE>


     IN WITNESS WHEREOF,  the parties have executed this Exclusive  Distribution
Agreement  through their duly authorized  representatives  to be effective as of
the Effective Date.



SAVIENT PHARMACEUTICALS, INC.                 CYTOGEN CORPORATION



By: /s/ Philip K. Yachmetz                    By: /s/ William J. Thomas
   --------------------------------------       --------------------------------

Name: Philip K. Yachmetz                      Name:  William J. Thomas
    -------------------------------------          -----------------------------

Title:  EVP, and Chief Business Officer       Title: SVP & General Counsel
      -----------------------------------           ----------------------------

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






                                      -33-
<PAGE>


                                  SCHEDULE 1.24

                                LICENSED PATENTS
                                ----------------


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

TITLE               INVENTOR     APP. NO.    FILING DATE  PATENT NO.  ISSUE DATE
--------------------------------------------------------------------------------

Oral Liquid         Roger Tully  09/106,172  6/26/98      6,127,425   10/3/00
Medicine Solution
--------------------------------------------------------------------------------






                                      -34-
<PAGE>


                                  SCHEDULE 1.26

                               LICENSED TRADEMARKS
                               -------------------

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

TRADEMARK      APP. NO.         FILING DATE          REG. NO.        ISSUE DATE
--------------------------------------------------------------------------------

SOLTAMOX       78/401,536       4/14/04              N/A             N/A
--------------------------------------------------------------------------------




                                      -35-
<PAGE>


                                    EXHIBIT A

                    FORM OF MANUFACTURE AND SUPPLY AGREEMENT
                    ----------------------------------------







                                      -36-