CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH

       THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


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

                    PRODUCT LICENSE AND ASSIGNMENT AGREEMENT

                          Dated as of October 11, 2006

                                  By and Among

                               CYTOGEN CORPORATION
                            (a Delaware corporation),

                                   INPHARMA AS
                              (a Norwegian company)

                                       and

                                  INPHARMA INC.
                            (a Delaware corporation)
  ----------------------------------------------------------------------------




<PAGE>


Inpharma Disclosure Schedule
----------------------------
Section 1.44         Estimated Inventory
Section 1.49         Licensed Intellectual Property
Section 1.50         Licensed Patents
Section 1.52         Marketing Materials
Section 1.67         Regulatory Approvals
Section 1.71         Territory Trademarks
Section 2.02         Inventory Unit Price
Section 4.03         Consents and Approvals
Section 4.05         Litigation
Section 4.06         Compliance with Law
Section   4.07       Regulatory Matters
Section 4.08         Brokers
Section 4.09(a)      Intellectual Property - Patents and Product Trademarks
Section 4.09(b)      Intellectual Property -- Contracts
Section 4.10(a)            Title
Section 4.12         Financial Information
Section 4.13         No Adverse Effect

Cytogen Disclosure Schedule
---------------------------
Section 5.03         Consents and Approvals
Section 5.05         Litigation
Section 5.06         Brokers
Section 5.07         No Adverse Effect

Exhibits
--------
A              Form of Press Release
B              Trademark Assignment
C              Domain Name Assignment Agreement
D              Books and Records


<PAGE>


                    PRODUCT LICENSE AND ASSIGNMENT AGREEMENT

     This Product License and Assignment  Agreement  (this  "Agreement") is made
                                                             ---------
and entered  into as of October 11, 2006 (the  "Effective  Date"),  by and among
                                                ---------------
CYTOGEN  CORPORATION,  a Delaware  corporation  having an address at 650 College
Road East, Suite 3100,  Princeton,  New Jersey 08540, United States ("Cytogen"),
                                                                      -------
INPHARMA AS, a Norwegian company having an address at Pb 2030 (Konnerudgt.  27),
3003  Drammen,  Norway  ("Inpharma  Norway"),  and  INPHARMA,  INC.,  a Delaware
                          ----------------
corporation  having an  address  at 101  Federal  Street,  Suite  1900,  Boston,
Massachusetts 02110 ("Inpharma USA," together with Inpharma Norway, "Inpharma").
                      ------------                                   --------

                                    RECITALS
                                    --------

     WHEREAS,  Inpharma Norway and Inpharma USA are engaged in the  development,
import, manufacture, use, marketing, distribution, sale and commercialization of
the Product (as defined below);

     WHEREAS,  upon the terms and subject to the  conditions of this  Agreement,
Inpharma desires to sell or license to Cytogen,  and Cytogen desires to purchase
or license  from  Inpharma,  certain of the  assets,  tangible  and  intangible,
associated  with  the  development,   import,   manufacture,   use,   marketing,
distribution, sale and commercialization of the Product in North America, and in
addition Inpharma desires to grant, and Cytogen wishes to acquire,  an option to
purchase or license from Inpharma  equivalent  assets and rights for the Product
in Europe and Asia; and

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and promises  contained herein,  and for other good and valuable  consideration,
the receipt and sufficiency of which hereby are acknowledged,  the Parties agree
as follows:

                                   ARTICLE I

                                  DEFINITIONS

     As used in this  Agreement,  the following  defined terms have the meanings
described below:

     Section 1.01  "Action  or  Proceeding"  means  any cause of  action,  suit,
                    ----------------------
proceeding,  arbitration,  Order, inquiry,  hearing,  assessment with respect to
fines or penalties  or  litigation  (whether  civil,  criminal,  administrative,
investigative or informal) commenced,  brought, conducted or heard by or before,
or otherwise involving, any Governmental or Regulatory Authority.

     Section 1.02  "Actual Inventory Value" has the meaning set forth in Section
                    ----------------------
2.02 (c).

     Section 1.03  "Adverse Events" shall mean all deaths,  serious injuries and
                    --------------
malfunctions,   as  defined  in  United  States  Food  and  Drug  Administration
Regulations at 21 C.F.R.  Part 803,


                                       1
<PAGE>


and all events  required to be reported  under  comparable  legal or  regulatory
requirements to non-U.S. governmental authorities.

     Section 1.04  "Affiliate" means, with respect to any Person, another Person
                    ---------
that directly,  or indirectly through one or more intermediaries,  controls,  is
controlled by or is under common  control with such Person.  "Control" and, with
correlative meanings, the terms "controlled by" and "under common control with,"
means the power to direct or cause the  direction of the  management or policies
of a Person,  whether through the ownership of voting  securities,  by contract,
resolution, regulation or otherwise.

     Section 1.05  "Agreement"  has  the  meaning  set  forth  in  the  Preamble
                    ---------
hereto.

     Section 1.06  "Assets" means all assets and properties of any kind, nature,
                    ------
character and description  (whether real, personal or mixed, whether tangible or
intangible,  whether  absolute,  accrued,  contingent,  fixed or  otherwise  and
wherever situated),  including the goodwill related thereto,  operated, owned or
leased by such Person, including documents, instruments, general intangibles and
Intellectual Property.

     Section 1.07  "Books and  Records"  means  copies of all files,  documents,
                    ------------------
instruments,  papers,  books and records of Inpharma or its Affiliates  directly
related to the Product,  as  identified in the document list attached as Exhibit
                                                                         -------
D.
-

     Section 1.08  "Business Day" means a day other than Saturday, Sunday or any
                    ------------
day on which banks located in New York are authorized or obligated to close.

     Section 1.09  "CalPhos Mouth Rinse" means a formulation that: [**].
                    -------------------

     Section 1.10  "cGMPs" means current Good  Manufacturing  Practices,  as set
                    -----
forth in C.F.R. Parts 210 and 211.

     Section 1.11  "Chargeback"  means  a   credit,  chargeback,  reimbursement,
                    ----------
purchase  discount or other  payment  required to be made to any  pharmaceutical
wholesaler or distributor in connection with the sale of a Product (other than a
Product bearing  Cytogen's  Product  Registration  Number) by such wholesaler or
distributor  to a customer at a discount  price  pursuant to a Contract  between
such  customer,  on the one hand,  and  Inpharma,  Cytogen  or their  respective
Affiliates,  on the other hand,  or  pursuant to the FSS or Section  340B of the
Public Health Services Act. For clarity, Chargeback shall not include Rebate (as
defined below).


                                       2
<PAGE>


     Section 1.12  "Competitor" means a third party having [**].
                    ----------

     Section 1.13  "Contract"  means any  and all legally  binding  commitments,
                    --------
contracts,  purchase  orders,  leases,  licenses,  security  agreements or other
agreements, whether written or oral.

     Section 1.14  "Customer  Lists"  means all  past and current  customer  and
                    ---------------
potential  customer  lists of the Product for the Initial  Territory  and Option
Territories (to the extent applicable).

     Section 1.15  "Cytogen  Disclosure Schedule" has the  meaning set  forth in
                    ----------------------------
the preamble to Article V of this Agreement.

     Section 1.16  "Cytogen Governmental Consents" has the  meaning set forth in
                    -----------------------------
Section 5.03.

     Section 1.17  "Cytogen Indemnified Parties" has  the meaning  set forth  in
                    ---------------------------
Section 7.02(b).

     Section 1.18  "Cytogen   Labeled  Product"  shall  mean  Product  sold   or
                    --------------------------
distributed  for the Initial  Territory  and Option  Territories  (to the extent
applicable) after the Effective Date by or on behalf of Cytogen.

     Section 1.19  "Damages" has the meaning set forth in Section 7.02(a).
                    -------

     Section 1.20  "Encumbrance"   means  any   mortgage,  pledge,   assessment,
                    -----------
security interest,  deed of trust,  lease, lien, adverse claim, levy, charge, or
any other  third  party  right of any  kind,  or any  conditional  sale or title
retention  agreement  or other  agreement  to give any of the  foregoing  in the
future.

     Section 1.21  "Estimated  Inventory  Value" has the  meaning  set forth  in
                    ---------------------------
Section 2.02(c).

     Section 1.22  "Excluded  Assets"  means  all  Assets of  Inpharma  and  its
                    ----------------
Affiliates except the Purchased Assets.

     Section 1.23  "Excluded Liabilities"  means all Liabilities of Inpharma and
                    --------------------
its Affiliates.

     Section 1.24  "Expiration  Date"  means the date [**]  after the  Effective
                    ----------------
Date.


                                       3
<PAGE>


     Section 1.25  "Exploit"  means to develop,  have  developed,  import,  have
                    -------
imported, manufacture, have manufactured, use, have used, market, have marketed,
distribute, have distributed, sell, have sold and otherwise commercialize.

     Section 1.26  "FDA" means the United  States Food and Drug  Administration,
                    ---
and any successor thereto, and all foreign equivalents.

     Section 1.27  "FFDCA" means the Federal  Food,  Drug,  and Cosmetic Act, as
                    -----
amended.

     Section 1.28  "Financial  Information" has the meaning set forth in Section
                    ----------------------
4.12.

     Section 1.29  "Finished  Goods"  means  a  manufactured  Product  packaged,
                    ---------------
tested, released and ready for sale to the ultimate customer.

     Section 1.30  "First  Commercial  Sale" means [**],  which the parties have
                    -----------------------
agreed is the deemed date of first commercial sale of the Product.

     Section 1.31  "Generic Caphosol" means a formulation that: [**].
                    ----------------

     Section 1.32  "Governmental  or  Regulatory  Authority"  means any  court,
                    ---------------------------------------
tribunal,   arbitrator,   authority,  agency,  commission,   official  or  other
instrumentality  of the United States or other  country,  or any  supra-national
organization, state, county, city or other political subdivision.

     Section 1.33  "Indemnification  Claim  Notice" has the meaning set forth in
                    ------------------------------
Section 7.02(c).

     Section 1.34  "Indemnified  Parties"  has the meaning  set forth in Section
                    --------------------
7.02(b).

     Section 1.35  "Indemnifying  Party" has  the  meaning  set forth in Section
                    -------------------
7.02(c).

     Section 1.36  "Independent  Accounting  Firm" has the  meaning set forth in
                    -----------------------------
Section 2.02(c).

     Section 1.37  "Initial Territory" means North America.
                    -----------------

     Section 1.38  "Inpharma"  has the meaning set forth in the Preamble to this
                    --------
Agreement.


                                       4
<PAGE>


     Section 1.39  "Inpharma  Disclosure  Schedule" has the meaning set forth in
                    ------------------------------
the preamble to Article IV of this Agreement.

     Section 1.40  "Inpharma  Indemnified  Parties" has the meaning set forth in
                    ------------------------------
Section 7.02(a).

     Section 1.41  "Inpharma  Labeled  Product"  shall  mean  Product  sold   or
                    --------------------------
distributed prior to Effective Date by or on behalf of Inpharma, and any Product
retained,  sold  or  distributed  by or on  behalf  of  Inpharma  following  the
Effective  Date,  including  Product  sold or  distributed  by or on  behalf  of
Inpharma in Other Territories after the Effective Date.

     Section 1.42  "Intellectual  Property" means all (a) Patents,  (b) Know-How
                    ----------------------
and (c) copyrights in works of authorship of any type, (d)  trademarks,  service
marks, and trade names, and (e) domain names.

     Section 1.43  "Inventors"  shall mean the inventors  listed on the Licensed
                    ---------
Patents.

     Section 1.44  "Inventory"  or  "Inventories"  mean that portion of Inpharma
                    ---------        -----------
Norway's on hand  inventories  of Finished  Goods not  previously  rejected,  in
sellable  condition as determined by Cytogen,  and [**]  immediately  before the
Effective  Date),  with remaining  product dating of not less than [**] from the
Effective  Date,  together with the Books and Records  relating to such Finished
Goods, details of which are set forth on Section 1.44 of the Inpharma Disclosure
Schedule.

     Section 1.45  "Know-How" means any technical information (whether patented,
                    --------
patentable  or  otherwise),  including  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, 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.

     Section 1.46  "Launch" or "Launched"  means the first  invoiced  commercial
                    ------      --------
sale of the Generic  Caphosol or CalPhos Month Rinse in a country in the Initial
Territory  following  approval  of the  applicable  Governmental  or  Regulatory
Authority  required for the  Exploitation  of such  Generic  Caphosol or CalPhos
Month Rinse in such country.

     Section 1.47  "Law" means any supranational,  federal,  state or local law,
                    ---
statute or  ordinance,  or any rule,  regulation,  or  published  guidelines  or
pronouncements  having  the effect of law  promulgated  by any  Governmental  or
Regulatory Authority, including cGMPs.


                                       5
<PAGE>


     Section 1.48  "Liability"  means any liability  (whether  known or unknown,
                    ---------
asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated
or unliquidated, and due or to become due), including any liability for Taxes.

     Section 1.49  "Licensed  Intellectual  Property"   means  all  Intellectual
                    --------------------------------
Property  owned or  controlled  by  Inpharma  or any of its  Affiliates  that is
necessary or currently used for the import, manufacture,  use, marketing or sale
of the Product,  other than the Intellectual Property comprised in the Purchased
Assets.  For clarity,  the Licensed  Intellectual  Property  consists of (a) the
Licensed  Patents;  and (b) any Know-How  owned or controlled by Inpharma at the
Effective  Date  that is used or  useful  for,  or  otherwise  related  to,  the
manufacturing,   marketing  or  distribution   of  the  Product.   The  Licensed
Intellectual  Property  is further  described  in Section  1.49 of the  Inpharma
Disclosure Schedule.

     Section 1.50  "Licensed  Patents"  means the Patents of the  Licensors  (as
                    -----------------
defined below) described in Section 1.50 of the Inpharma Disclosure Schedule.

     Section 1.51  "Licensors" has the meaning set forth in Section 2.01(b).
                    ---------

     Section 1.52  "Marketing Materials" means all advertising,  promotional and
                    -------------------
training  materials,  web pages and  literature  owned by  Inpharma  and used in
connection with the  Exploitation of the Product in the Territory,  as described
in Section 1.52 of the Inpharma Disclosure Schedule.

     Section 1.53  "Net Sales" means the total gross sales of the Product in the
                    ---------
Territory  invoiced by  Cytogen,  its  Affiliates  or  sublicensees  (other than
Inpharma  and  its  Affiliates  hereunder)  to  third  parties,  net  of,  where
applicable,  any  deductions  specifically  related  to a Product  and  actually
allowed, incurred, paid, accrued or taken for [**].

     If a  Product  is sold  or  offered  for  sale in  combination  with  other
products,  the Net  Sales  allocated  to the  Product  shall  be  determined  by
multiplying  the  [**].  If  other  products  in the  combination  are not  sold
separately,  the Net  Sales  from  sales  of such  combined  products  shall  be
determined in a fair and equitable manner. For greater certainty,  the amount of
any [**].


                                       6
<PAGE>


     Section 1.54  "Option Territories" means Europe and/or Asia, as applicable.
                    ------------------

     Section 1.55  "Order"  means  any writ,  judgment,  decree,  injunction  or
                    -----
similar order of any  Governmental  or  Regulatory  Authority (in each such case
whether preliminary or final).

     Section 1.56  "Other  Territories"   means  all  countries   except   those
                    ------------------
contained in the Territory.

     Section 1.57  "Party" means either Cytogen or Inpharma, and "Parties" means
                    -----
Cytogen, and Inpharma collectively.

     Section 1.58  "Patents" means all existing patents and patent  applications
                    -------
and all  patent  applications  hereafter  filed,  including  any  continuations,
continuations-in-part,  divisions,  provisionals or any substitute applications,
any patent  issued with  respect to any such patent  applications,  any reissue,
reexamination,  renewal or extension  (including  any  supplementary  protection
certificate)  of any such patent,  and any  confirmation  patent or registration
patent  or  patent  of  addition  based  on any  such  patent,  and all  foreign
counterparts of any of the foregoing.

     Section 1.59  "Permitted  Encumbrance"  means any Encumbrance for Taxes not
                    ----------------------
yet due or  delinquent  or for those  Taxes  being  contested  in good  faith by
appropriate  proceedings for which adequate  reserves have been established that
individually or in the aggregate would not be material.

     Section 1.60  "Person"  means  any  natural  person,  corporation,  general
                    ------
partnership,  limited  partnership,  limited liability company,  proprietorship,
other  business  organization,  trust,  union,  association or  Governmental  or
Regulatory Authority.

     Section 1.61  "Product" means any composition according to any statement of
                    -------
invention set out in either or both of the Licensed  Patents,  including without
limitation, a specially formulated mouth rinse, approved by the FDA as a medical
device under FDA 510(k) K030802.

     Section 1.62  "Product Registration  Number" means the product registration
                    ----------------------------
number  assigned  after  a  clearance  by the FDA of a  pre-market  notification
submission for the Product as a medical device pursuant to Section 510(k) of the
FFDCA, and applicable FDA rules and regulations.

     Section 1.63  "Purchase  Price"  has  the  meaning  set  forth  in  Section
                    ---------------
3.01(b).

     Section 1.64  "Purchased Assets" means: (i) the Territory  Trademarks; (ii)
                    ----------------
the domain name  www.caphosol.com;  (iii) the Customer Lists, (iv) the Books and
                 ----------------
Records, (v) the Inventory, and (vi) the Marketing Materials owned or controlled
by  Inpharma  at  the  Effective  Date  specifically  used  or  useful  for  the
manufacturing, marketing or distribution of the Product for the Territory.


                                       7
<PAGE>


     Section 1.65  "Reasonable  Best Efforts" means such prompt, substantial and
                    ------------------------
diligent efforts as a prudent Person desirous of achieving a result would use in
similar  circumstances;  provided  that the Parties  shall be required to expend
only such  resources to achieve such result as are  commercially  reasonable  in
similar circumstances.

     Section 1.66  "Rebate"  means any  rebate  payable  pursuant  to (i)  state
                    ------
Medicaid or other state and/or governmental  pharmaceutical  assistance programs
and (ii) Contracts between Inpharma,  Cytogen or their respective Affiliates, on
the one  hand,  and  managed  care  organizations  (including  pharmacy  benefit
management companies,  health plans and insurance companies), on the other hand,
in each case  relating  to  utilization  of the  Product  during any  particular
period.

     Section 1.67  "Regulatory  Approvals"  means the approval of the applicable
                    ---------------------
Governmental or Regulatory Authority required for the development,  importation,
exportation,  distribution,  marketing,  promotion  and sale of the Product in a
country, including,  without limitation, those identified in Section 1.67 of the
Inpharma   Disclosure   Schedule  for  the  Product  (including  all  additions,
supplements,  extensions and modifications  thereto and the official  regulatory
files relating thereto).

     Section 1.68  "Statement  of Actual  Inventory  Value" has the  meaning set
                    --------------------------------------
forth in Section 2.02(c).

     Section 1.69  "Tax" means all of the following taxes (with the exception of
                    ---
income taxes  attributable  to Cytogen or any of its  Affiliates)  in connection
with the  import,  manufacture,  use,  marketing  and sale of the Product or the
transactions  contemplated  hereby:  (i) any net income,  alternative  or add-on
minimum tax, gross income,  gross receipts,  sales,  use, ad valorem,  transfer,
franchise,  profits,  license, excise,  severance,  stamp, occupation,  premium,
property,  environmental  or  windfall  profit tax,  custom,  duty or other tax,
governmental fee or other like assessment imposed by an governmental, regulatory
or  administrative  entity or agency  responsible for the imposition of any such
tax; (ii) any Liability for the payment of any amounts of the type  described in
clause (i) above as a result of being a member of any affiliated,  consolidated,
combined, unitary or other group for any Taxable period; and (iii) any Liability
for the payment of any amounts of the type described in clause (i) or (ii) above
as a result of any express or implied obligation to indemnify any other Person.

     Section 1.70  "Territory"  means (a) the  Initial  Territory;  and (b)  any
                    ---------
Option  Territory in respect of which  Cytogen  exercises an option  pursuant to
Section 2.04, but only after Cytogen has exercised such Option.

     Section 1.71  "Territory  Trademarks" means, with respect to the Territory,
                    ---------------------
the mark  CAPHOSOL and all rights to own and use such marks in the  Territory on
or in  connection  with the  Product,  whether  such  rights are  registered  or
unregistered,  all registrations and applications for any of the foregoing,  all
extensions  or  renewals  of any  of  the  foregoing,  and  all of the  goodwill
connected with the use of and  symbolized by the  foregoing.  The trademarks for
the Initial  Territory and Option  Territory  are  identified in Section 1.71 of
the Inpharma Disclosure Schedule.


                                       8
<PAGE>


     Section 1.72  "Third  Party  Claim" has the  meaning  set forth  in Section
                    -------------------
7.02(d).

     Section 1.73  "Trademark  Assignment"  has the meaning set forth in Section
                    ---------------------
2.02(b).

     Section 1.74  "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.

     Section 1.75  "Year" means, with respect to the Initial Territory or Option
                    ----
Territory,  any  12-month  period  following  the First  Commercial  Sale of the
Product in such Territory or any anniversary of such First Commercial Sale.

     Section 1.76  Construction of Certain Terms and Phrases.

     Unless the context of this Agreement otherwise  requires:  (a) words of any
gender include each other gender;  (b) words using the singular or plural number
also  include  the  plural  or  singular  number,  respectively;  (c) the  terms
"hereof,"  "herein,"  "hereby"  and  derivative  or similar  words refer to this
entire Agreement;  (d) the terms "Article",  "Section" or "Exhibit" refer to the
specified Article,  Section or Exhibit of this Agreement; (e) the term "or" has,
except where  otherwise  indicated,  the inclusive  meaning  represented  by the
phrase "and/or";  (f) "Dollars" or "$" means United States dollars;  and (g) the
terms  "including"  and  "includes"  mean  "including  without  limitation"  and
"includes without limitation," respectively. Whenever this Agreement refers to a
number of days,  such number shall refer to calendar  days unless  Business Days
are specified.

                                   ARTICLE II

                         LICENSE, ASSIGNMENT AND OPTION

     Section 2.01  Licenses to Licensed Intellectual Property.

          (a) Subject to the terms and  conditions  of this  Agreement  and with
effect from the Effective  Date,  Inpharma hereby grants to Cytogen a perpetual,
exclusive  (even as to Inpharma),  royalty- and  fee-bearing  right and license,
under  the  Licensed  Intellectual  Property,  to  Exploit  the  Product  in the
Territory (the "License").
                -------

          (b) Except as may be permitted by separate  agreement  between Cytogen
and the Licensors,  the License to the Licensed Patents shall not be sublicensed
by  Cytogen  without  the prior  written  consent  of the head  licensors,  [**]
("Licensors").  Any such  sublicense  shall not require the consent of Inpharma,
  ---------
but Cytogen shall provide  written  notice of such  sublicense to Inpharma.  The
License  to  the  remainder  of  the  Licensed   Intellectual  Property  may  be
sublicensed by Cytogen without consent of the Licensors or Inpharma.


                                       9
<PAGE>


          (c) Cytogen shall  mark the boxes of Products  with the patent numbers
applicable  to  such  Products given  the  country  in which  such  Products are
distributed or sold.

          (d) Notwithstanding  anything  to  the  contrary  in  this  Agreement,
Inpharma  undertakes not to knowingly  sell Product,  or allow its Affiliates to
sell  Product,  to any Person  which  Inpharma or its  Affiliates  has reason to
believe intends to export such Product for sale in the Territory.

     Section 2.02  Purchase and Sale of Purchased Assets.

          (a) Upon the terms and subject to the  conditions  of this  Agreement,
Inpharma  hereby  sell,  assign,  transfer,  convey and deliver to Cytogen,  and
Cytogen purchases,  acquires and accepts from Inpharma, all of Inpharma's right,
title and interest,  as at the Effective  Date, in and to the Purchased  Assets,
free and clear of any Encumbrances.

          (b) In  furtherance  of the  purchase  and sale set  forth in  Section
2.02(a)  above,  the Parties  have,  as  applicable,  executed and delivered the
Trademark  Assignment  attached  at  Exhibit B and the  Domain  Name  Assignment
---------------------                                   ------------------------
Agreement attached at Exhibit C.
---------

          (c) Purchase  of  Inventory.  On the  Effective  Date,  Cytogen  shall
              -----------------------
purchase  the  Inventories   (approximately  [**]  of  Product)  at  the  prices
calculated in accordance with Section 2.02 of the Inpharma  Disclosure  Schedule
for an aggregate estimated amount of US [**] (the "Estimated  Inventory Value").
                                                   --------------------------
Inpharma  shall  make  the  Inventory   available  to  Cytogen,   at  Inpharma's
distribution facility located at the Norsk Medisinal Depot, Oslo, Norway, on the
Effective   Date.  The  Inventory   shall  be  accompanied  by  Product  Release
Certificates  reasonably  acceptable  in form and  content to  Cytogen;  Cytogen
acknowledges  that it has received copies of such Product  Release  Certificates
before the Effective Date and that such copies are reasonably acceptable in form
and content to Cytogen.  Inpharma  shall bear all risk of loss for the Inventory
until Cytogen's receipt of the Inventory,  including,  without  limitation,  all
casualty losses and losses with the respect to or arising from Inpharma's or its
agents' or  representatives'  handling or storage of the Inventory.  Inpharma is
retaining  a portion of its on hand  inventories  of Finished  Goods  located in
Norway,  in  excess  of  approximately  [**],  for  distribution  in  the  Other
Territories. From and after the Effective Date, Inpharma shall not sell, ship or
otherwise  deliver the  Inventory to any Person  (other than Cytogen as provided
for herein) without the mutual written consent of the Parties. Cytogen shall pay
the Estimated  Inventory  Value in payment for the  Inventories at the Effective
Date by wire transfer of immediately available funds to an account designated by
Inpharma  (such  designation  to be made no later than three (3)  Business  Days
prior to the  Effective  Date).  The final actual  inventory  value (the "Actual
                                                                          ------
Inventory  Value")  shall  be  finally  determined  as set  forth  below,  and a
----------------
reimbursement  of any  difference  between  the Actual  Inventory  Value and the
Estimated  Inventory Value shall be made to Inpharma or Cytogen, as the case may
be, as follows:

               (i)   Within [**] following the Effective  Date,  Inpharma  shall
examine its records to determine the quantities of Inventory  existing as of the
Effective Date and deliver a statement of Actual Inventory Value (the "Statement
                                                                       ---------
of Actual  Inventory  Value") based upon such Inventory  quantities and the unit
---------------------------
prices set forth on Section 2.02 of the Inpharma Disclosure Schedule.


                                       10
<PAGE>


               (ii)  Cytogen may dispute any amounts  reflected on the Statement
of Actual Inventory Value, in writing,  specifying the amount thereof in dispute
and setting forth, in reasonable detail, the basis for such dispute, within [**]
of Inpharma's delivery of the Statement of Actual Inventory Value to Cytogen. In
the event of such a dispute,  Cytogen and  Inpharma  shall  attempt to reconcile
their  differences,  and any resolution by them as to any disputed amounts shall
be final,  binding and  conclusive  on the Parties.  If Inpharma and Cytogen are
unable to resolve any such dispute within [**] after  Cytogen's  delivery of its
notice of dispute to  Inpharma,  Cytogen  and  Inpharma  shall  submit the items
remaining  in  dispute  for  resolution  to a  mutually  acceptable  independent
accounting firm of national  reputation  (the  "Independent  Accounting  Firm"),
                                                -----------------------------
which shall  determine and report to Inpharma and Cytogen its  determination  of
the payment  obligation for such remaining disputed items, and such report shall
be final,  binding and conclusive on the Parties.  The fees and disbursements of
the  Independent  Accounting  Firm  shall be  allocated  to  Cytogen in the same
proportion as the aggregate amount of such remaining disputed items so submitted
to the Independent  Accounting Firm that is  unsuccessfully  disputed by Cytogen
(as finally  determined by the Independent  Accounting  Firm) bears to the total
amount of such remaining  disputed items so submitted,  and the balance shall be
paid by Inpharma.  In acting under this Agreement,  the  Independent  Accounting
Firm shall be entitled to the privileges and immunities of arbitrators. Inpharma
agrees to grant Cytogen and its representatives  reasonable access to Inpharma's
and its Affiliates'  books and records  wherever  located in order to verify the
Statement of Actual Inventory Value.

          (d) Adjustment of  Inventory  Value; Reconciliation  of  Amounts.  The
              ------------------------------------------------------------
Statement  of Actual  Inventory  Value shall be deemed final for the purposes of
this  Section  2.03 upon the  earlier  of (i) the  failure  of Cytogen to notify
Inpharma of a dispute within [**] after Inpharma's  delivery of the Statement of
Actual  Inventory  Value to  Cytogen  or (ii)  the  resolution  of all  disputes
pursuant to Section 2.02. Within [**] of the Statement of Actual Inventory Value
being deemed final, a payment shall be made as follows:

               (i)   In the event that the amount of the  Actual Inventory Value
reflected on the Statement of Actual  Inventory Value is less than the Estimated
Inventory  Value,  then Inpharma shall pay an amount equal to such difference to
an account  designated  by Cytogen by wire  transfer  in  immediately  available
funds; or

               (ii)  In the event that the amount of the Actual  Inventory Value
reflected  on the  Statement of Actual  Inventory  Value  exceeds the  Estimated
Inventory  Value,  then  Cytogen  shall pay an amount equal to such excess to an
account designated by Inpharma by wire transfer in immediately available funds.

     Section 2.03  Transfer of Regulatory Approval.

     On and promptly  after the Effective  Date (or the exercise of the Options,
as applicable), Inpharma shall (a) use its Reasonable Best Efforts to effect the
transfer of ownership of the  Regulatory  Approval for the Territory to Cytogen,
including  the  filing  with  the FDA and any  other  relevant  Governmental  or
Regulatory  Authorities  all  information  required  in order to  transfer  such
(including  any  authorization  letters or notices,  and letters of  acceptance)
Regulatory  Approvals  as set  forth in  Section  6.03,  (b)  provide  Cytogen a
complete   copy  of  the  510(k)   K030802  for  the  Product,   including   all
correspondence with the FDA relating to such 510(k),


                                       11
<PAGE>


and (c) de-list the Product from the medical  device  listing files with the FDA
and use its  Reasonable  Best Efforts to assist Cytogen to file a medical device
listing form for the Product with the FDA.

     Section 2.04  Option

          (a) Inpharma hereby grants to Cytogen the exclusive options to acquire
the exclusive licenses to market,  distribute,  sell and otherwise commercialize
the  Product in each of Europe and Asia (the  "Options").  The Option for Europe
                                               -------
and Asia shall be  exercisable  by Cytogen  for [**] after the  Effective  Date.
Cytogen may exercise any Option by delivering to Inpharma,  before expiration of
the Option: (a) written notice exercising the Option; and (b) the exercise price
for the Option being  exercised,  as set forth in Section 3.04, by wire transfer
of immediately available funds to an account designated by Inpharma.

          (b) On  exercise  of an  Option  for an  Option  Territory:  (a)  such
territory shall for the purposes of this Agreement, including without limitation
the License, become part of the "Territory";  (b) Inpharma shall promptly assign
(or shall cause its  Affiliates to assign) any  Trademarks  and domain names for
the  relevant   Option   Territory  to  Cytogen  on  the  terms  of  assignments
substantially in the form of Exhibit B and Exhibit C; (c) such transaction shall
be made on the terms and  conditions  set forth in this  Agreement;  and (d) the
representations and warranties of Inpharma in Article 4 hereof shall speak as of
such  transaction,  provided that Inpharma  shall be provided an  opportunity to
update the  Inpharma  Disclosure  Schedule  for any events  occurring  after the
Effective Date.

     Section 2.05  Reservation of Inpharma Rights

          (a) Notwithstanding  anything herein to  the contrary,  Cytogen agrees
that Inpharma or its Affiliates  may reference  and/or use all  information  and
data in the Regulatory  Approval in the United States to obtain and/or  maintain
registration  of Product  and to  manufacturer,  market,  sell  Product in Other
Territories.

          (b) Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary,  from and after the Effective Date,  Inpharma and its Affiliates shall
retain all of their right,  title and  interest in and to the  Excluded  Assets.
Except as expressly set forth herein,  this  Agreement does not grant to Cytogen
any right, title,  interest,  ownership or license, by implication,  estoppel or
otherwise, to any Intellectual Property of Inpharma.

     Section 2.06  Deliveries.

     On the Effective  Date,  Inpharma  shall  deliver to Cytogen  copies of the
Marketing  Materials and any Inpharma  Governmental  Consents and Inpharma Third
Party Consents.


                                       12
<PAGE>


                                  ARTICLE III

                              FINANCIAL PROVISIONS

     Section 3.01  Fees for License Issuance and Sale of Purchased Assets.

          (a) On the Effective Date, Cytogen shall (i) pay Inpharma [**] by wire
transfer of immediately available funds to an account designated by the Inpharma
(such  designation to be made no later than three (3) Business Days prior to the
Effective Date) (the "First  Payment") and (ii) holdback an amount equal to [**]
                      --------------
(the "Holdback") pursuant to Section 3.01(c) below to secure the indemnification
      --------
obligations of Inpharma set forth in this Agreement; and

          (b) On the six month anniversary of the Effective Date,  Cytogen shall
pay Inpharma one million  dollars  ($1,000,000)  by wire transfer of immediately
available funds to an account designated by the Inpharma (such designation to be
made no later than three (3) Business Days prior to such six month  anniversary)
(the "Second  Payment,"  together with the First  Payment and the Holdback,  the
      ---------------
"Purchase  Price").  Within [**] after the Effective Date, Cytogen shall provide
 ---------------
Inpharma a bank guarantee or letter of credit, in form and substance  reasonably
acceptable  to  Inpharma,  guaranteeing  the  payment to  Inpharma of the Second
Payment; and

          (c) Within [**] after the  Effective  Date,  Cytogen shall deposit the
Holdback amount in an escrow account mutually  acceptable to the parties,  [**];
provided; however, that in the event the escrow account earns annual interest at
less [**]. [**] of the Holdback amount (the "Initial Holdback") will be released
                                             ----------------
and paid to Inpharma on the [**] of the Effective Date; provided, that, if there
is a Cytogen indemnification claim pursuant to Section 7.02(a) of this Agreement
that is then  outstanding  on such  [**]  date,  then only the  portion  of such
Initial Holdback in excess of such claim shall be released and paid to Inpharma;
provided, further, that, if there is a Cytogen indemnification claim pursuant to
Section 7.02(a) of this Agreement that is then  outstanding on such [**] date in
an amount  equal to or greater  than the  Initial  Holdback,  then such  Initial
Holdback  shall  only  be  released  and  paid to  Inpharma  when  such  Cytogen
indemnification  claim is resolved  pursuant to the terms of Article VII of this
Agreement.  The  remaining  Holdback  amount,  and any  interest  earned  on the
Holdback amount (the "Remaining Holdback"),  if any, shall be distributed to the
                      ------------------
Inpharma  on the  [**] of the  Effective  Date;  provided,  that,  if there is a
Cytogen indemnification claim pursuant to Section 7.02(a) of this Agreement that
is then  outstanding on such [**] date,  then only the portion of such Remaining
Holdback  in  excess  of such  claim  shall be  released  and paid to  Inpharma;
provided, further, that, if there is a Cytogen indemnification claim pursuant to
Section 7.02(a) of this Agreement that is then  outstanding on such [**] date in
an amount equal to or greater than the Remaining  Holdback,  then such Remaining
Holdback  shall  only  be  released  and  paid to  Inpharma  when  such  Cytogen
indemnification  claim is resolved  pursuant to the terms of Article VII of this
Agreement.


                                       13
<PAGE>


     Section 3.02  License Milestone Payments.

          (a) Cytogen  shall  pay  Inpharma  the  following  milestone  payments
("Milestone  Payments")  in partial  consideration  for the  licenses and rights
  -------------------
granted for the Initial Territory:

               (i)   Cytogen  shall make a one-time  payment of [**] to Inpharma
 if Net Sales in calendar 2007 equal or exceed [**];

               (ii)  Cytogen shall make a one-time additional payment of [**] to
Inpharma if and when Net Sales to third parties in the Initial  Territory in any
Year  equal or exceed  [**] for the first  time;  provided,  however,  that this
milestone fee will be reduced by the amount of any milestone  payment made under
Section 3.02(a)(i) above;

               (iii) Cytogen shall make a one-time additional payment of [**] to
Inpharma if and when Net Sales to third parties in the Initial  Territory in any
Year equal or exceed [**] for the first time;

               (iv)  Cytogen  shall make a one-time  additional  payment [**] to
Inpharma if and when Net Sales to third parties in the Initial  Territory in any
Year equal or exceed [**] for the first time; and

               (v)   Cytogen shall make a one-time  additional  payment  [**] to
Inpharma if and when Net Sales to third parties in the Initial  Territory in any
Year equal or exceed [**] for the first time.

          (b) Each  Milestone  Payment  set forth above is due within [**] after
the end of the calendar  quarter in which each  milestone was  achieved.  In the
event that two (2) sales  milestone  are reached in the same  calendar  year (or
fiscal year for Cytogen if different  from calendar  year) the second  Milestone
Payment  will be  deferred  for twelve  (12) months from the date the first such
Milestone  Payment is paid,  and no more than one (1) Milestone  Payment will be
paid in any given fiscal year.

     Section 3.03  Royalties.

     In addition to the Milestone Payments,  Cytogen shall pay: (i) to Inpharma,
a royalty of [**] of Net Sales in the Initial Territory (on a country-by-country
basis) until the expiration date of the last Valid Claim of any Licensed Patent;
and (ii) to the  Licensors,  a  royalty  of [**] of Net  Sales,  in the  Initial
Territory and any Option Territory for which Cytogen  exercises the Option (on a
country-by-country  basis), until the expiration date of the last Valid Claim of
any Licensed Patent. Inpharma shall pay any royalty amounts due to the Licensors
in excess of the [**] set forth above.


                                       14
<PAGE>


     Section 3.04  Option Payments.

     Cytogen  shall pay Inpharma  the  following  consideration  for the Options
granted under Section 2.04(a):

          (a) As  consideration  for the grant of the Option,  on the  Effective
Date Cytogen  shall pay Inpharma a fee of [**] (the "Upfront  Option Fee").  The
                                                     -------------------
exercise  price for the option for Europe shall be [**],  against  which [**] of
the Upfront Option Fee shall be credited.  The exercise price for the option for
Asia  shall be [**],  against  which  [**] of the  Upfront  Option  Fee shall be
credited.  Cytogen may, at its sole  discretion,  exercise its Option for either
Europe  or Asia or both  territories,  and the fees  set  forth  above  shall be
independent of each other.

          (b) If Cytogen exercises any Option,  future milestone  payments shall
be payable by Cytogen to Inpharma as follows:

               (i)   Cytogen shall make a one-time additional payment of [**] to
Inpharma if and when Net Sales to third  parties in Asia equal or exceed [**] in
any Year for the first time;

               (ii)  Cytogen shall make a one-time additional payment of [**] to
Inpharma  if and when Net Sales to third  parties in Asia reach [**] in any Year
for a second time; and

               (iii) Cytogen  shall pay to Inpharma [**] of any upfront  license
fees and  milestone  payments  (but not  royalties)  received  by Cytogen or its
Affiliates  in  consideration  of the grant by Cytogen or its  Affiliates of the
license or  equivalent  right to Exploit the Product in any country or countries
in Europe  or Asia,  to the  extent  such  upfront  license  fees and  milestone
payments are in excess of the respective amounts paid by Cytogen to Inpharma for
such  rights  pursuant to Section  3.04(a).  For the  purposes  of this  payment
obligation, the term "upfront license fees" means [**].

     Section 3.05  Reporting and Payment

     Cytogen  shall  deliver  to  Inpharma,  within  [**]  after the end of each
calendar  quarter  after  the  Effective  Date,   reasonably   detailed  written
accountings  of Net Sales  during  such  calendar  quarter.  Such  report  shall
indicate Net Sales on a  country-by-country  basis,  and the  calculation of the
payments to be made hereunder.  When Cytogen delivers such accountings,  Cytogen
shall also deliver all  payments  due under this  Agreement to Inpharma for such
calendar  quarter.  All payments due shall be made in United  States  dollars by
wire transfer to such bank account as Inpharma may designate.


                                       15
<PAGE>


     Section 3.06  Recordkeeping and Audit.

     Cytogen shall keep accurate and complete records of all matters relevant to
its Exploitation of the Product,  including  records of all charges and payments
relevant to the  calculation  of Net Sales under this  Agreement.  Cytogen shall
maintain  such records and copies  during the term of this  Agreement and for no
less  than  [**]  after  its   expiration  or   termination,   and  shall  allow
representatives  of an  independent  accounting  firm  selected by Inpharma  and
reasonably  acceptable to Cytogen to inspect and audit such records  (limited to
twice each calendar year) during normal  business hours and on no less than [**]
advance written notice.  If an inspection and audit reveals that Cytogen has any
understated amounts due by more than [**] for any given payment period,  Cytogen
shall bear Inpharma's  costs of such inspection and audit.  Otherwise,  Inpharma
shall bear all its own costs of such  inspection  and audit.  Cytogen  shall not
levy any fee for allowing or  facilitating  an inspection  and audit pursuant to
this clause. Any information obtained by Inpharma and/or  representatives of the
independent accounting firm in connection with this provision shall be protected
as "Confidential Information" of Cytogen.

     Section 3.07  Payment of Sales, Currency Exchange, Use and Other Taxes.

          (a) Each Party  shall be  responsible  for all sales,  use,  transfer,
value  added,  gross  receipts  and  other  similar  Taxes  that  it is  legally
responsible  for, if any,  arising out of the sale of the  Purchased  Assets and
license of the Licensed Intellectual Property pursuant to this Agreement.

          (b) All undisputed  payments due under this Agreement shall be paid in
United  States  dollars  by wire  transfer  to a bank  designated  in writing by
Inpharma. For the purpose of Net Sales for 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.

          (c) If tax  withholdings  or assessments  for taxes are required under
the Law of any  country  with  respect to payments to  Inpharma,  Cytogen  shall
withhold  the  required  amount and pay it to the  appropriate  Governmental  or
Regulatory  Authority,  provided  however that Cytogen  shall  provide  Inpharma
information  with  respect  to  such  withholding  so  Inpharma  may  claim  the
appropriate  tax credit.  Cytogen shall not have an obligation to pay the amount
of any such  withholding  to  Inpharma  to the  extent  paid by  Cytogen  to the
applicable Governmental or Regulatory Authority.  Cytogen shall provide Inpharma
with  evidence  of  such  withholding  and any  other  documents  or  assistance
reasonably  requested to allow  Inpharma to claim any  applicable tax credits in
respect of such withholding.

     Section 3.08  Milestones and Royalties Holdback. [**]:

          [**].


                                       16
<PAGE>


                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF INPHARMA

     Inpharma represents and warrants to Cytogen,  subject to such exceptions as
are  specifically   disclosed  in  the  disclosure  schedule   (referencing  the
appropriate  Sections  hereof)  supplied  by Inpharma to Cytogen and dated as of
Effective Date (the "Inpharma Disclosure  Schedule"),  which Inpharma Disclosure
                     -----------------------------
Schedule shall be deemed to be representations  and warranties of Inpharma as if
made herein, as follows:

     Section 4.01  Organization, Etc.

     Inpharma Norway is a company duly organized,  validly  existing and in good
standing  under the laws of Norway and has all requisite  power and authority to
own its assets and carry on its business as currently  conducted by it. Inpharma
USA is a corporation duly organized, validly existing and in good standing under
the laws of Delaware, United States and has all requisite power and authority to
own its assets and carry on its business as currently  conducted by it. Inpharma
is duly  qualified  to conduct  its  business  and is in good  standing  in each
jurisdiction where such  qualification is required,  except for any jurisdiction
where failure to so qualify would not materially  adversely affect the Purchased
Assets  or  Licensed   Intellectual  Property  or  materially  impair  or  delay
Inpharma's ability to perform its obligations hereunder.

     Section 4.02  Authority of Inpharma.

     Inpharma has all necessary power and authority to enter into this Agreement
and to carry out the transactions  contemplated hereby. The execution,  delivery
and  performance  by  Inpharma  of this  Agreement  have been  duly and  validly
authorized and no additional  corporate or shareholder  authorization or consent
is required in  connection  with the  execution,  delivery  and  performance  by
Inpharma of this  Agreement.  This Agreement has been duly and validly  executed
and delivered by Inpharma  and,  when  executed and  delivered by Cytogen,  will
constitute a legal, valid and binding obligation of Inpharma enforceable against
it in accordance with its terms except (a) as limited by applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting enforcement of creditors' rights generally, and (b) as limited by Laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies.


                                       17
<PAGE>


     Section 4.03  Consents and Approvals.

          (a) Section 4.03(a) of the Inpharma  Disclosure  Schedule sets forth a
complete  and  accurate  list of all  consents,  waivers,  approvals,  Orders or
authorizations   of,  or  registrations,   declarations  or  filings  with,  any
Governmental  or  Regulatory  Authority  that are required by or with respect to
Inpharma or its Affiliates in connection with the execution and delivery of this
Agreement  by Inpharma or the  performance  of its  obligations  hereunder  (the
"Inpharma Governmental Consents").
 ------------------------------

          (b) Section 4.03(b) of the Inpharma  Disclosure  Schedule sets forth a
complete  and  accurate   list  of  all   consents,   waivers,   approvals,   or
authorizations  of, or notices to, any third party that are  required by or with
respect to Inpharma or its  Affiliates  in  connection  with the  execution  and
delivery of this  Agreement by Inpharma or the  performance  of its  obligations
hereunder (the "Inpharma Third Party Consents").
                -----------------------------

     Section 4.04  Non-Contravention.

     The execution and delivery by Inpharma of this  Agreement does not, and the
performance by it of its obligations  under this Agreement and the  consummation
of the transactions contemplated hereby will not:

          (a) conflict  with or violate any  provisions of the charter or bylaws
of Inpharma;

          (b) conflict  with or result in a violation  or breach in any material
respect  of any  term  or  provision  of any Law  applicable  to  Inpharma,  the
Purchased Assets or the Licensed Intellectual Property;

          (c) result in the creation or  imposition  of any  security  interest,
lien or any  other  Encumbrance  upon  the  Licensed  Intellectual  Property  or
Purchased Assets; or

          (d) conflict  with or result in a breach or default (or an event which
with  notice or lapse of time or both,  would  constitute  a breach or  default)
under,  or  result in the  termination  or  cancellation  of or  accelerate  the
performance required by, or result in the creation or imposition of any security
interest, lien or any other Encumbrance upon any contracts to which Inpharma (or
any of its  Affiliate) is a party or any contract by which any of its (or any of
its Affiliates') Assets is bound.

     Section 4.05  Litigation.

     Except as disclosed in Section  4.05 of the Inpharma  Disclosure  Schedule,
there is no Action or Proceeding  pending or, to the best knowledge of Inpharma,
threatened  against,  relating to or affecting (a) the Purchased Assets, (b) the
Licensed  Intellectual  Property,  (c) this Agreement,  or (d) the  transactions
contemplated by this Agreement.


                                       18
<PAGE>


     Section 4.06  Compliance with Law.

     Except as described in Section  4.06 of the Inpharma  Disclosure  Schedule,
since January 1, 2005,  Inpharma and its Affiliates  have utilized the Purchased
Assets and the Licensed  Intellectual Property in compliance with all applicable
Laws.

     Section 4.07  Regulatory Matters.

          (a) The Regulatory Approvals are in full force and effect. There is no
Action or Proceeding by any Governmental or Regulatory  Authority pending or, to
the best knowledge of Inpharma,  threatened seeking the recall of the Product or
the  revocation or suspension of any of the Regulatory  Approvals.  Inpharma has
made  available  to  Cytogen  complete  and  correct  copies  of the  Regulatory
Approvals.

          (b) Except as indicated  on Section  4.07 of the  Inpharma  Disclosure
Schedule,  neither Inpharma, its Affiliates, nor any third party contractor that
manufactures  or manufactured  the Product for Inpharma or its Affiliates,  have
not received or been  subject any Form 483s,  warning  letters or other  written
correspondence  from the FDA or other Governmental or Regulatory  Authority with
respect to the Product in which the FDA or such other Governmental or Regulatory
Authority asserted that the operations of Inpharma, its Affiliates or such third
party contractors were not in compliance with applicable Law with respect to the
Product.  There  has not been  any  occurrence  of any  product  recall,  market
withdrawal or  replacement,  or post-sale  warning  conducted by or on behalf of
Inpharma  concerning  the Product or any product  recall,  market  withdrawal or
replacement  conducted  by or on behalf of any entity as a result of any alleged
defect in the Product, and Inpharma has made available to Cytogen the annual and
periodic adverse event and quarterly reports for the Product.

     Section 4.08  Brokers.

     Except as disclosed on Section  4.08 of the Inpharma  Disclosure  Schedule,
there is no investment  banker,  broker,  finder or other  intermediary that has
been  retained  by or is  authorized  to act on behalf of Inpharma or any of its
Affiliates  that might be entitled to any fee or commission from Inpharma or any
of its Affiliates in connection with the transactions contemplated hereby.

     Section 4.09  Intellectual Property.

          (a) Except as set forth on Section 4.09(a) of the Inpharma  Disclosure
Schedule,  all of the Licensed  Patents and the Territory  Trademarks are valid,
subsisting and enforceable, and none of them is the subject of any invalidation,
opposition,  cancellation,  abandonment  or similar  Action or  Proceeding,  and
neither  Inpharma nor any of its Affiliates has received any written notice from
any Person, or has knowledge,  of any actual or threatened claim or assertion to
the  contrary  that  such  Patents  and  Territory  Trademarks  are  invalid  or
unenforceable. To the best knowledge of Inpharma, no other Person has adopted or
is using any  trademark  that  infringes on  Inpharma's  rights in the Territory
Trademarks.  Except for the  Licensors,  no other Persons have any rights to the
Licensed Intellectual Property with respect to the Product for the Territory.


                                       19
<PAGE>


          (b) Section 4.09(b) of the Inpharma  Disclosure  Schedule sets forth a
complete and accurate  list of each Contract  pursuant to which  Inpharma or its
Affiliates have license or other similar rights to patents or trademarks used by
them in the import, manufacture, use, marketing and sale of the Product.

          (c) To the  knowledge  of  Inpharma,  the  use  of the  Product  as of
Effective  Date does not  infringe the  Intellectual  Property of any Person and
neither  Inpharma nor any of its Affiliates has received any written notice from
any Person to the contrary.

          (d)  The  Licensed  Intellectual  Property  and the  Purchased  Assets
constitute  all of the  Intellectual  Property  owned,  used or held  for use by
Inpharma or its Affiliates in connection  with the import,  manufacturing,  use,
marketing or sale of the Product in the Initial Territory.

     Section 4.10  Title.

          (a) Except as set forth in  Section  4.10 of the  Inpharma  Disclosure
Schedule, (i) Inpharma has good and marketable title to the Purchased Assets and
Licensed Intellectual Property,  free and clear of all Encumbrances,  other than
Permitted  Encumbrances,  (ii) to  Inpharma's  knowledge,  there are no  adverse
claims of ownership  to the Product or the  Purchased  Assets and (iii)  neither
Inpharma  nor any of its  Affiliates  has  received  notice  that any  Person or
Persons has asserted a claim of ownership or right of  possession  or use in and
to any of the Product or the Purchased Assets.

          (b) Except as set forth in  Section  4.10 of the  Inpharma  Disclosure
Schedule,  at Effective  Date,  Inpharma  and its  Affiliates  will  transfer to
Cytogen good and marketable title to the Purchased Assets, free and clear of all
Encumbrances, other than Permitted Encumbrances.

          (c) The  Purchased  Assets  and  the  Licensed  Intellectual  Property
constitute  all of the assets  owned,  used or held for use by  Inpharma  or its
Affiliates in connection with the import, manufacturing,  use, marketing or sale
of the Product in the Initial  Territory,  other than equipment,  facilities and
other  tangible  assets related to the  manufacturing  and  distribution  of the
Product, and customer and distributor agreements relating to the distribution of
the Product.

     Section 4.11  Sufficiency of Assets.

     The  Purchased  Assets  and the  Licensed  Intellectual  Property  are,  to
Inpharma's  knowledge,  sufficient in all respects on the Effective Date to sell
and  distribute  the Product in the manner sold and  distributed by Inpharma and
its Affiliates on the Effective Date and immediately  prior thereto,  other than
(i) with regard to equipment,  facilities and other  tangible  assets related to
the distribution of the Product;  (ii) the Regulatory Approvals (which are being
transferred as  contemplated  by Section 2.03);  (iii) customer and  distributor
agreements  relating  to the  distribution  of the  Product.  In addition to the
foregoing, there have been no licenses or transfers of the Licensed Intellectual
Property in the Initial Territory or Option Territory.


                                       20
<PAGE>


     Section 4.12  Financial Information/Books and Records.

     Section 4.12  of  the  Inpharma  Disclosure  Schedule  sets  forth  certain
unaudited  financial  information  relating  to net sales of the Product for the
twelve (12) months ended December 31, 2004, the twelve months ended December 31,
2005 and the six (6) months ended June 30, 2006 (the  "Financial  Information").
                                                       ----------------------
The Financial  Information fairly presents in all material respects net sales of
the  Product  for  each  such  period.  Except  for  the  updated  Daily  Log of
Temperature of the Inventory  stored in Norway and updated customer lists (which
shall be delivered by Inpharma to Cytogen  within three  business days after the
Effective  Date),  copies of the Books and Records have been provided to Cytogen
in advance of execution of this Agreement.

     Section 4.13  No Adverse Effect.

     Except as set forth in Section  4.13 of the Inpharma  Disclosure  Schedule,
since  January 1, 2006,  (a) there has been no  material  adverse  change in the
Purchased  Assets  or  Licensed  Intellectual  Property;  (b)  there has been no
material  damage or  impairment  to, or  destruction  or loss of, the  Purchased
Assets  or  Licensed  Intellectual  Property;  and (c)  there  has been no sale,
assignment,  transfer or Encumbrance (other than a Permitted Encumbrance) of any
of the Purchased Assets or Licensed  Intellectual  Property outside the ordinary
course of business consistent with past practice.

     Section 4.14  Conduct of Business.

     Since January 1, 2006,  Inpharma has conducted its business operations with
respect to the Product, only in the ordinary course of business.

     Section 4.15  Solvency.

     No member of Inpharma is insolvent or will be rendered  insolvent by any of
the  transactions  contemplated by this Agreement and the ancillary  agreements.
"Insolvent"  means,  with  respect to any Person,  that the sum of the debts and
other  probable  Liabilities  of such Person  exceeds the present fair  saleable
value  of  such  Person's  Assets.   Immediately  after  giving  effect  to  the
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
ancillary  agreements:  (i) each  member of  Inpharma  will be able to pay their
Liabilities  as they  become due in the usual  course of its  business,  (ii) no
member of Inpharma  will have  unreasonably  small capital with which to conduct
its present or proposed business, (iii) each member of Inpharma will have Assets
(calculated at fair market value) that exceed its  Liabilities,  and (iv) taking
into account all pending and threatened litigation, final judgments against each
member of Inpharma in actions for money damages are not  reasonably  anticipated
to be rendered at a time when, or in amounts such that,  such member of Inpharma
will be unable to satisfy any such judgments  promptly in accordance  with their
terms (taking into account the maximum  probable amount of such judgments in any
such actions and the earliest  reasonable  time at which such judgments might be
rendered) as well as all other obligations of such member of Inpharma.  The cash
available  to each  member of  Inpharma,  after  taking  into  account all other
anticipated uses of the cash, will be sufficient to pay all such Liabilities and
judgments promptly in accordance with their terms.

     Section 4.16  Rebates.  At the Effective Date, neither  Inpharma Norway nor
Inpharma


                                       21
<PAGE>


USA are under any obligation to provide any  Chargebacks or Rebates with respect
to the Product to any government or commercial customer.

     Section 4.17  Inventory.  All Inventory purchased by Cytogen as provided in
Section 2.02 was manufactured,  packaged,  labeled,  stored and handled,  at all
times,  in  compliance  with all  Product  specifications  and with  cGMP and is
undamaged, merchantable and fit for its intended purpose.

     Section 4.18  Chartwell  Agreement. The agreement between the Licensors and
[**] has been terminated and is of no further force or effect.

     Section 4.19  Royalties to  Licensors.  The  royalties due to the Licensors
from Cytogen is no more than [**] of Net Sales in the Initial  Territory and any
Option Territory for which Cytogen exercises the Option (on a country-by-country
basis),  until  the  expiration  date of the last  Valid  Claim of any  Licensed
Patent.

                                   ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF CYTOGEN

     Cytogen represents and warrants to Inpharma,  subject to such exceptions as
are  specifically   disclosed  in  the  disclosure  schedule   (referencing  the
appropriate Sections hereof) supplied by Cytogen to Inpharma and dated as of the
Effective Date (the "Cytogen  Disclosure  Schedule"),  which Cytogen  Disclosure
                     -----------------------------
Schedule shall be deemed to be  representations  and warranties of Cytogen as if
made herein, as follows:

     Section 5.01  Corporate Organization.

     Cytogen is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of Delaware and has all requisite power and authority to
own its assets and carry on its business as currently  conducted by it.  Cytogen
is duly  qualified  to conduct  its  business  and is in good  standing  in each
jurisdiction where such  qualification is required,  except for any jurisdiction
where failure to so qualify would not materially  adversely affect or materially
impair or delay Cytogen's ability to perform its obligations hereunder.

     Section 5.02 Authority of Cytogen.

     Cytogen has all necessary  power and authority to enter into this Agreement
and to carry out the transactions  contemplated hereby. The execution,  delivery
and  performance  by  Cytogen  of this  Agreement  have  been  duly and  validly
authorized and no additional  corporate or shareholder  authorization or consent
is required in  connection  with the  execution,  delivery  and  performance  by
Cytogen of this Agreement. This Agreement has been duly and validly executed and
delivered  by Cytogen  and,  when  executed  and  delivered  by  Inpharma,  will
constitute a legal, valid and binding obligation of Cytogen  enforceable against
it in accordance with its terms except (a) as limited by applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting enforcement of creditors' rights generally, and (b) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies.


                                       22
<PAGE>


     Section 5.03  Consents and Approvals.

     Section 5.03 of the Cytogen  Disclosure  Schedule sets forth a complete and
accurate list of all consents,  waivers, approvals, Orders or authorizations of,
or  registrations,  declarations or filings with, any Governmental or Regulatory
Authority  that is  required by Cytogen in  connection  with the  execution  and
delivery of this  Agreement  by Cytogen or the  performance  of its  obligations
hereunder (the "Cytogen Governmental Consents").
                -----------------------------

     Section 5.04  Non-Contravention.

     The execution and delivery by Cytogen of this  Agreement  does not, and the
performance by it of its obligations  under this Agreement and the  consummation
of the transactions contemplated hereby will not:

          (a) conflict  with or violate any  provisions of the charter or bylaws
of Cytogen;

          (b) conflict  with or result in a violation or  breach in any material
respect of any term or provision of any Law applicable to Cytogen; or

          (c) conflict with or result in a breach or default (or an event which,
with  notice or lapse of time or both,  would  constitute  a breach or  default)
under,  or result in the  termination  or  cancellation  of, or  accelerate  the
performance required by, or result in the creation or imposition of any security
interest,  lien or any other  Encumbrance  upon,  in any material  respect,  any
Contract to which Cytogen is a party or by which Cytogen or any of its assets is
bound.

     Section 5.05  Litigation.

     Except as  disclosed in Section  5.05 of the Cytogen  Disclosure  Schedule,
there is no  Action or  Proceeding  pending,  or to the  knowledge  of  Cytogen,
threatened  against,  relating to or  affecting  (a) this  Agreement  or (b) the
transactions contemplated by this Agreement.

     Section 5.06  Brokers.

     Except as  disclosed in Section  5.06 of the Cytogen  Disclosure  Schedule,
there is no investment  banker,  broker,  finder or other  intermediary that has
been  retained  by or is  authorized  to act on behalf of Cytogen  that might be
entitled  to any fee or  commission  from  Cytogen or any of its  Affiliates  in
connection with the transactions contemplated hereby.

     Section 5.07  No Adverse Effect.

     Except as set forth in Section  5.07 of the  Cytogen  Disclosure  Schedule,
since January 1, 2006, there has been no material adverse change in the business
or financial condition of Cytogen.


                                       23
<PAGE>


     Section 5.08  Solvency.

     Cytogen is not insolvent  and will not be rendered  insolvent by any of the
transactions contemplated by this Agreement.  Immediately after giving effect to
the consummation of the transactions contemplated by this Agreement: (i) Cytogen
will be able to pay its  Liabilities  as they become due in the usual  course of
its business,  (ii) Cytogen will not have unreasonably  small capital with which
to conduct its  present or proposed  business,  (iii)  Cytogen  will have Assets
(calculated at fair market value) that exceed its  Liabilities,  and (iv) taking
into account all pending and  threatened  litigation,  final  judgments  against
Cytogen  in actions  for money  damages  are not  reasonably  anticipated  to be
rendered  at a time when,  or in amounts  such that,  Cytogen  will be unable to
satisfy any such judgments  promptly in accordance with their terms (taking into
account the maximum  probable  amount of such  judgments in any such actions and
the earliest  reasonable time at which such judgments might be rendered) as well
as all other obligations of Cytogen. The cash available to Cytogen, after taking
into account all other  anticipated  uses of the cash, will be sufficient to pay
all such Liabilities and judgments promptly in accordance with their terms.

                                   ARTICLE VI

                            COVENANTS OF THE PARTIES

     Section 6.01  Reasonable Best Efforts.

     Each of the Parties shall use its Reasonable Best Efforts to take, or cause
to be taken, all actions,  or to do, or cause to be done, all things  necessary,
proper or advisable  under  applicable Laws to consummate and make effective the
transactions contemplated by this Agreement.

     Section 6.02  Diligence.

     Cytogen shall use its Reasonable Best Efforts to Exploit the Product in the
Territory in order to optimize Net Sales, having regard to the likely market for
and the profitability of the Product in the Territory, the costs of and barriers
to entry in the  Territory,  and the  resources  available to Cytogen.  Inpharma
acknowledges  that the foregoing  obligation  does not represent any warranty or
guarantee  by Cytogen as to the level of Net Sales that  Cytogen may achieve for
the  Product.  On or  about  February  1 of each  year  during  the term of this
Agreement,  Cytogen shall report (with the first report due on or about [**]) to
Inpharma  and  Licensors  the  steps it has  taken  towards  its  plans  for the
Exploitation of the Product in the Territory.

     Section 6.03  Cooperation; Filing with Governmental orRegulatory Authority.

          (a) Each Party shall  cooperate  fully with the other in preparing and
filing all notices, applications, submissions, reports and other instruments and
documents  that are  necessary,  proper or advisable  under  applicable  Laws to
consummate and make effective the transactions contemplated by this Agreement.

          (b) Inpharma  and Cytogen will  establish a  mutually  acceptable  and
prompt  communication and interaction  process to ensure the orderly transfer of
the Regulatory  Approvals.  Promptly after the Effective Date, the Parties shall
file with the FDA and all other


                                       24
<PAGE>


relevant  Governmental or Regulatory Authority all information required in order
to transfer the  Regulatory  Approvals  from Inpharma to Cytogen,  including the
information  required  pursuant  to  21  C.F.R.   ss.314.72,  or  any  successor
regulation  thereto,  any  authorization  letters  or  notices,  and  letters of
acceptance.  Where required,  Cytogen shall also promptly file an application or
license variation to the relevant Governmental or Regulatory Authority. Inpharma
shall file the  information  required of a former owner,  and Cytogen shall file
the  information  required of a new owner,  at each  Party's own  expense.  Both
Cytogen  and  Inpharma  also agree to use  Reasonable  Best  Efforts to take any
actions required by the relevant  Governmental or Regulatory Authority to effect
the transfer of the Regulatory  Approvals  from Inpharma to Cytogen,  and hereby
further agree to cooperate  with each other in order to effectuate the foregoing
transfer of the Regulatory  Approvals.  The Parties agree to use Reasonable Best
Efforts to complete  the filing of the transfer of the  Regulatory  Approvals as
soon as practicable,  but in no event longer than ninety (90) business days from
the  Effective  Date.  Inpharma  may retain an archival  copy of the  Regulatory
Approvals,  including supplements and records that are required to be kept under
21 C.F.R. ss.314.81.

     Section 6.04  Covenants Not to Sue.

          (a) Inpharma shall not sue or bring an Action or Proceeding seeking to
enforce any Intellectual Property that are not within the definition of Licensed
Intellectual  Property  to  prevent  or  restrict  Cytogen  or  its  Affiliates,
sublicensees  or  subcontractors  from  Exploiting the Product in the Territory,
except  to  the  extent   necessary  to  prevent   Cytogen  or  its  Affiliates,
sublicensees  or  subcontractors  from  Exploiting  the  Product  in  the  Other
Territories.

          (b) Cytogen shall not sue or bring an Action or Proceeding  seeking to
enforce any  Intellectual  Property  in the  Licensed  Intellectual  Property or
Purchased Assets to prevent or restrict Inpharma or its Affiliates, sublicensees
or subcontractors  from Exploiting the Product in the Other Territories,  except
to the extent necessary to prevent  Inpharma or its Affiliates,  sublicensees or
subcontractors from Exploiting the Product in the Territory.

     Section 6.05  Public Announcements.

     Cytogen and Inpharma  agree that each Party shall have the right to issue a
press  release  in the  form  attached  hereto  as  Exhibit  A on a  date  to be
                                                    ----------
determined by the mutual  agreement of the Parties.  Except as  consistent  with
Exhibit  A,  neither  party  shall  issue any press  release  or make any public
----------
announcement  concerning this transaction or the terms of this Agreement without
the prior written approval of the other, which approval will not be unreasonably
withheld,  provided that nothing in this Section will prevent the  disclosure of
information  which is necessary to comply with  applicable  Law,  regulation  or
court order.  Notwithstanding the preceding sentence, Inpharma acknowledges that
this  Agreement  may be a  "material  agreement"  to  Cytogen,  and that,  if so
determined  by  Cytogen,  Cytogen  will be  required to describe it in a Current
Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC")
                                                                           ---
no later than four business days after the date of execution of this  Agreement,
and that  Cytogen  will be  required to file this  Agreement  with the SEC as an
exhibit to its next  periodic  report  filed with the SEC, if not filed with the
Form 8-K.  Inpharma  agrees that Cytogen may file a copy of this  Agreement with
its next periodic report or, with such Form 8-K.


                                       25
<PAGE>


     Section 6.06  Bulk Sales.

     The Parties hereto waive  compliance  with the provisions of any bulk sales
Laws of any  jurisdiction  applicable to the  transactions  contemplated by this
Agreement. Inpharma warrants and agrees to pay when due and discharge all claims
of creditors and all Taxes and interest and penalties and all other  liabilities
of  whatsoever  nature which could be  collected  from Cytogen by reason of such
noncompliance.

     Section 6.07  Trademark License.

     Inpharma  hereby  grants  to  Cytogen  a  non-exclusive,  non-transferable,
royalty-free  limited license to use the corporate names  "Inpharma,"  "Inpharma
Inc." and "Inpharma AS" ("Inpharma Marks") for the sole purpose of marketing and
                          --------------
selling  the units of the  Product  supplied  to it by  Inpharma  as part of the
Inventory. All use of the Inpharma Marks shall inure to Inpharma.  Cytogen shall
not modify the form of the  Inpharma  Mark as  appearing  on the Products in the
Inventory without Inpharma's prior written consent.

     Section 6.08  Websites.

     After the Effective  Date,  Inpharma and Cytogen shall use Reasonable  Best
Efforts so that the websites for the Product in the  Territory  feature links to
the  websites  for the  Product  in the Other  Territory,  and vice  versa,  and
otherwise to coordinate  any websites  Inpharma or its Affiliates may operate to
advertise the Product so as  effectively to Exploit the Product in the Territory
and Other Territories.

     Section 6.09  Maintenance of Patents.

          (a) Cytogen  shall have the first right to prosecute  and maintain any
Patents included in the Licensed  Patents,  and to obtain any term extensions on
such Patents,  and shall do so at its cost.  If Cytogen  elects not to undertake
the prosecution or maintenance, or to extend the term, of any such Patents, then
Cytogen shall notify Inpharma of such election within fourteen (14) days of such
election;  in any  event,  Cytogen  shall  not  abandon  or allow  to lapse  any
commercially valuable Patents in the Licensed Patents without providing at least
thirty (30) days' prior written notice to Inpharma. In such event Inpharma shall
be entitled to prosecute,  maintain and obtain term  extensions on such Patents,
at its cost and in its discretion.

          (b) Inpharma  has the  right,  but not  the  obligation,  to  actively
participate in the prosecution of any Patents included in the Licensed  Patents.
Within  seven  (7)  days  of  the  date  of   Cytogen's   receipt  date  of  any
correspondence  from the  United  States  Patent &  Trademark  Office  (or other
applicable agency within the Territory) relating to such Patents,  Cytogen shall
provide  a copy of such  correspondence  to  Inpharma.  Within  seven  (7) days,
Inpharma  shall notify Cytogen if Inpharma's  counsel  intends to participate in
the response to such  correspondence.  Such  Inpharma's  counsel  shall  provide
comments to and work directly with the attorney or patent agent of Cytogen,  who
shall take into account all comments of Inpharma in  formulating  such response.
In the event that Inpharma elects not to undertake the prosecution,  maintenance
or term extension of any Patents in the Licensed  Patents,  Cytogen's  decisions
and actions as to  prosecution,  maintenance  and term extensions may be made in
Cytogen's absolute discretion.


                                       26
<PAGE>


     Section 6.10  Patent Enforcement.

     Each of Inpharma and Cytogen shall promptly  inform the other in writing of
any  infringement  of the Licensed  Patents in the Territory by a third party of
which it has  knowledge  and shall  provide  the other  party  with any  readily
available information relating to such infringement.

          (a) During the term of this  Agreement,  Cytogen shall have the right,
but shall not be obligated, to prosecute at its own expense all infringements in
the Territory of the Licensed  Patents and, in  furtherance of such right and to
the extent  required,  Inpharma hereby agrees that Cytogen may include  Inpharma
and/or the Licensors as party  plaintiffs in any such suit,  without  expense to
Inpharma  or the  Licensors.  The  total  cost of any such  infringement  action
commenced  or defended  solely by Cytogen  shall be borne by Cytogen and Cytogen
shall keep any  recovery or damages  for past  infringement  derived  therefrom.
Cytogen  shall  indemnify  Inpharma  and  the  Licensors  against  any  Damages,
including  any order for  costs,  that may be made or awarded  against  Inpharma
and/or the  Licensors  in such  proceedings  unless  such  costs or Damages  are
assessed based on acts,  other than the act of entering into this Agreement,  of
Inpharma or its agents.

          (b) If  within  [**]  after  having  been  notified  of   any  alleged
infringement,  Cytogen shall have been  unsuccessful  in persuading  the alleged
infringer  to  desist  and shall not have  brought  and shall not be  diligently
prosecuting an infringement  action,  or if Cytogen shall notify Inpharma at any
time  prior  thereto of its  intention  not to bring suit  against  any  alleged
infringer for the Territory, then, and in those events only, Inpharma shall have
the right,  but shall not be  obligated,  to  prosecute  at its own  expense any
infringement  of the Licensed  Patents for the Territory,  and Inpharma may, for
such  purposes,  use the name of Cytogen as a party  plaintiff in any such suit,
without  expense  to  Cytogen.  The total cost of any such  infringement  action
commenced  or  defended  solely  by  Inpharma  shall be borne by  Inpharma,  and
Inpharma  shall keep any  recovery  or  damages  for past  infringement  derived
therefrom.  Inpharma shall indemnify Cytogen against any Damages,  including any
order for costs, that may be made or awarded against Cytogen in such proceedings
unless  such costs are  assessed  based on acts,  other than the act of entering
into this Agreement, of Cytogen or its agents.

          (c) In   the  event  that  a  declaratory   judgment  action  alleging
invalidity or  noninfringement  of any of the Licensed  Patents shall be brought
against Inpharma or Cytogen,  each party shall inform the other. Cytogen, at its
option,  shall have the right,  [**] after  commencement of such action, to take
over the sole  defense of the action at its own  expense.  If Cytogen  shall not
exercise this right,  Inpharma shall have the right, but not the obligation,  to
take over the sole defense at Inpharma's sole expense. In the event that Cytogen
elects to defend such action,  the total cost of any such defense shall be borne
by Inpharma,  and Inpharma  shall keep any  recovery or damages.  Cytogen  shall
indemnify  Inpharma and the Licensors  against any Damages,  including any order
for costs,  that may be made or awarded against Inpharma and/or the Licensors in
such proceedings  unless such costs or Damages are assessed based on acts, other
than the act of entering into this Agreement, of Inpharma or its agents.


                                       27
<PAGE>


          (d) In any infringement  suit as either party may institute to enforce
the Licensed  Patents  pursuant to this  Agreement or in the event of defense by
either party,  the other party hereto  shall,  at the request and expense of the
party  initiating or defending such suit,  cooperate in all respects and, to the
extent  possible,  have its employees  testify when requested and make available
relevant records, papers, information, samples, specimens, and the like.

     Section 6.11  Regulatory Matters.

     Subject to Section 6.14, from and after the Effective Date, Cytogen, at its
cost, shall be solely responsible and liable for (i) taking all actions,  paying
all fees and conducting all communication  with the appropriate  Governmental or
Regulatory  Authority required by Law in respect of the Regulatory  Approvals in
the Territory,  including  preparing and filing all reports  (including  adverse
drug  experience  reports)  with  the  appropriate  Governmental  or  Regulatory
Authority,  (ii) taking all actions and conducting all communication  with third
Persons in respect of the Product  (sold after the  Effective  Date),  including
responding to (A) complaints in respect thereof, including complaints related to
tampering or contamination,  and (B) all medical information requests, and (iii)
investigating  all  complaints  and adverse drug  experiences  in respect of the
Product (sold after Effective  Date).  Notwithstanding  the foregoing,  Inpharma
agrees to reimburse Cytogen for any reasonable additional cost Cytogen incurs in
accordance  with  this  Section  related  to  Product  sold by  Inpharma  or its
Affiliates for the Other  Territories  or in the Territory  before the Effective
Date.

     Section 6.12  Recalls.

          (a) From and after the Effective Date,  Cytogen,  at its cost (subject
to clause (b) below),  shall be solely responsible and liable for conducting all
voluntary and involuntary  recalls or market withdrawals of units of the Product
(whether  sold  before  or after  Effective  Date,  including  Inpharma  Labeled
Product) for the Territory,  including (i) recalls  required by any Governmental
or Regulatory  Authority and (ii)  voluntary  recalls and market  withdrawals of
Inpharma  Labeled Product that are deemed necessary by Cytogen in its reasonable
discretion. Cytogen promptly shall notify Inpharma in the event that a recall of
Inpharma  Labeled  Product is necessary;  provided that prior to initiating  any
such recall  Cytogen  shall  consult in good faith with  Inpharma  to  determine
whether such recall or market withdrawal is necessary. Inpharma shall, and shall
cause its relevant  Affiliates to, cooperate with Cytogen's  reasonable requests
and use Reasonable Best Efforts to assist Cytogen in implementing  and effecting
such recall or market withdrawal.

          (b) Inpharma  promptly  shall  reimburse  Cytogen for all  reasonable,
documented  costs  incurred by Cytogen in  connection  with any recall or market
withdrawal  of  units of the  Inpharma  Labeled  Product  or any  recall  due to
Inpharma's negligence or willful misconduct in connection with the manufacturing
(but not the packaging) and storage of any Cytogen  Labeled  Product  originally
purchased as part of the Inventory.


                                       28
<PAGE>


     Section 6.13  Returns, Rebates and Chargebacks; Product Expiration.

          (a) Returns.

               (i)   After the  Effective Date,  Inpharma  and Cytogen  shall be
financially responsible for returned Product in accordance with subsections (ii)
and (iii), below. Each of Inpharma and Cytogen shall process returns for Product
for which such Party is financially  responsible in accordance with  subsections
(ii) and (iii) below.  If either Party receives  returned  Product for which the
other Party is financially  responsible  pursuant to subsections  (ii) and (iii)
below,  the receiving Party shall promptly  deliver such returned Product to the
Party  financially  responsible for such returned  Product for processing at the
expense of the Party financially responsible for such returned Product.

               [**].

          (b) Notification  to Customers.  Immediately  following  the Effective
              --------------------------
Date, Cytogen shall be responsible for receiving and processing  customer orders
and for shipping and invoicing customers for the Product. Promptly following the
Effective Date, the Parties shall jointly issue a letter to customers within the
trade  (wholesalers and  distributors)  notifying such customers that all future
Product  orders are to be placed  with  Cytogen and that all returns of Inpharma
Labeled Product are to be delivered to Inpharma and all returns of Product other
than Inpharma Labeled Product are to be delivered to Cytogen,  and providing the
appropriate contact information for Inpharma's or Cytogen's personnel. After the
issuance of such letter,  the Parties will at all times reasonably  cooperate in
(i) notifying and continuing to notify  customers that all future Product orders
are to be placed with  Cytogen and that all returns of Cytogen  Labeled  Product
are to be  delivered  to Cytogen and all returns of Product  other than  Cytogen
Labeled  Product  are to be  delivered  to  Inpharma  and (ii) taking such other
actions as are reasonably necessary to effect the foregoing.

          (c) Product  Expiration.  Cytogen   acknowledges  that  the  Inventory
              -------------------
purchased  hereunder has product  expiration dates. If Cytogen fails to sell the
Inventory  before  the  relevant  expiration  dates,  such  failure  shall be at
Cytogen's own risk and Inpharma shall have no liability to compensate Cytogen as
a result of such failure.

     Section 6.14  Labeling  Obligation. Cytogen covenants that the boxes of all
Product  marketed or distributed by Cytogen (and not supplied by Inpharma) after
the  Effective  Date,  including  without  limitation  the  Inventory  purchased
hereunder,  shall be labeled  and marked as Cytogen  product,  and not  Inpharma
product.

     Section 6.15  Further Assurances.

          (a) Subject to Section 6.01, on and after the Effective Date, Inpharma
shall from time to time,  at the request of Cytogen,  execute  and  deliver,  or
cause to be executed and  delivered,  such other  instruments  of conveyance and
transfer and take such other actions as Cytogen may reasonably  request in order
to more effectively consummate the transactions  contemplated hereby and to vest
in  Cytogen  good  and  marketable  title  to the  Purchased  Assets  (including
assistance in the  collection or reduction to possession of any of the Purchased
Assets).


                                       29
<PAGE>


          (b) On and after the Effective Date,  Cytogen shall from time to time,
at the request of  Inpharma,  execute and  deliver,  or cause to be executed and
delivered, such other instruments of conveyance and transfer and take such other
actions  as  Inpharma  may  reasonably  request,  in order  to more  effectively
consummate the transactions contemplated hereby.

     Section 6.16  Transitional Services.

     For up to [**] after the Effective  Date, at no additional  cost to, and at
the request  of,  Cytogen,  Inpharma  Norway  shall  cooperate  with  Cytogen in
Cytogen's  efforts to: (a) process and report any  complaints  and adverse  drug
experiences related to the Product;  (b) prepare the first annual report and the
first periodic  report due with respect to the Product after the Effective Date;
and (c) perform other regulatory  compliance activities required to be performed
under the Regulatory Approvals. Cytogen acknowledges that any submissions to the
FDA after the  Effective  Date with  respect  to the  Product  shall be the sole
responsibility  of Cytogen.  In addition,  during a transitional  period of [**]
following the Effective Date,  Inpharma Norway shall, as Cytogen's agent, assist
Cytogen in the performance of other regulatory compliance activities required to
be performed under the Regulatory  Approvals (to the extent that such activities
have  not  then  been  assumed  by  Cytogen)  in a  manner  consistent  with the
regulatory  procedures of Inpharma  during the [**] preceding the Effective Date
and in accordance with applicable Law.

     Section 6.17  Adverse Event Reporting.

     Inpharma and Cytogen shall notify each other of all information coming into
its possession  concerning any and all Adverse Events associated with commercial
or clinical uses, studies,  investigations or tests with Product, throughout the
world,  whether or not finally  determined to be attributable  to Product.  Each
Party shall promptly provide all information related to such Adverse Events that
it receives (either directly or indirectly) to the other Party within [**] so as
to  allow  such  other  Party  to  comply  with  its  responsibility  to  report
pharmacovigilance information to governmental authorities.

     Section 6.18  Non-Compete.

     For a period from the  Effective  Date  through  [**],  Inpharma  will not,
directly through itself or indirectly through any Affiliate of Inpharma,  invest
in, own, manage,  operate,  finance,  control,  or participate in the ownership,
management,  operation,  financing,  or control of, any Person  whose  business,
products  or  activities  compete  in whole or in part with the  Product  in the
Territory [**]; provided, however, that (a) the provisions of this Section shall
not prohibit  Inpharma or any  Affiliate  thereof  from  investing  in,  owning,
managing, operating, financing,  controlling, or participating in the ownership,
management,  operation,  financing,  or control of, any Person  whose  business,
products  or  activities  compete in whole or in part with the  Product  for the
Other Territories and (b) Inpharma may purchase or otherwise acquire [**] of any
class of securities of any enterprise  [**] if such securities are listed on any
national or regional  securities  exchange or have been registered under Section
12(g) of the Securities Exchange Act of 1934, notwithstanding that the business,
products or activities of such  enterprise  may compete in whole or in part with
the Product.  Inpharma  agrees that this covenant is reasonable  with respect to
its duration, geographical area, and scope.


                                       30
<PAGE>


     Section 6.19  Marketing and Sales Plan. In connection  with Product  launch
planning,  Cytogen shall present (i) its marketing and sales plan of the Product
for the Initial  Territory to Inpharma for review and  discussion,  and (ii) its
best estimate of Product supply  requirements for the Initial  Territory for the
twelve (12) month period following the Effective Date.

     Section 6.20  Mutual  Notification  of a  Launch. If  either  Party becomes
aware of a Launch  of a  Generic  Caphosol  or  CalPhos  Mouth  Rinse,  it shall
promptly inform the other Party in writing of such Launch.

     Section 6.21  Notification   of  a  Competitor.   Cytogen   shall  send   a
notification  letter  to  Inpharma  informing  Inpharma  of  the  presence  of a
Competitor [**].

     Section 6.22  Regulatory  Protection.  If either Party becomes aware that a
Competitor is seeking regulatory  approval for a Generic Caphosol in the Initial
Territory,  it shall promptly  inform the other Party in writing.  In such case,
Cytogen  may,  in its sole  discretion,  pursue  a  reasonable  course  with the
applicable  Governmental or Regulatory  Authority within the Territory to insure
that such claims are  reviewed  carefully  by such  Governmental  or  Regulatory
Authority.

     Section 6.23  License  Back  to Marketing  Materials. Cytogen  acknowledges
that the Marketing  Materials conveyed  hereunder,  or portions thereof,  may be
used by Inpharma to market, advertise and promote the sale of the Product in the
Other  Territories.  Accordingly,  with effect from the Effective Date,  Cytogen
hereby  grants  Inpharma a  non-exclusive,  perpetual,  irrevocable,  worldwide,
royalty-free  license  to use,  copy,  modify,  publish,  publicly  perform  and
display,  distribute and otherwise  exploit the Marketing  Materials in order to
market, advertise and promote the sale of the Product in the Other Territories.

     Section 6.24  Inpharma  USA.  Inpharma  Norway  envisages  that,  after the
Effective Date and the  consummation of the  transactions  set forth herein,  it
will have no further  use for an entity  such as  Inpharma  USA and will seek to
dissolve such entity.  As such,  Cytogen consents to the dissolution of Inpharma
USA at any  time  after  the  Effective  Date,  notwithstanding  the  continuing
covenants set forth in this  Agreement.  Inpharma Norway shall be liable for any
obligations  of  Inpharma  USA  set  forth  herein  and  continuing  after  such
dissolution.

     Section 6.25 Covenant Not to Breach [**] Agreement. During the term of this
Agreement,  Inpharma shall not take any action, or fail to take any action, that
shall cause it to be in breach of or default  under any of the  material  terms,
conditions or agreements  contained in the license  agreement from the Licensors
to [**], to be kept,  observed or performed by Inpharma.  In the event  Inpharma
receives  notice of breach or  termination  of or  default  under  such the [**]
Agreement,  Inpharma shall notify  Cytogen  thereof within two business days. If
Inpharma  has not cured such breach or default  within [**] after the  effective
date of any notice of termination issued with respect to such breach or default,
Cytogen shall have the right, but not the obligation, to cure any such breach or
default in its own name after such failure by Inpharma,  and Cytogen  shall have
the right, but not the obligation, to negotiate a direct license to the Licensed
Patents from the Licensors for the Territory on the same terms as Inpharma under
the [**] Agreement.


                                       31
<PAGE>


                                  ARTICLE VII

                                INDEMNIFICATION

     Section 7.01  Survival of Representations, Warranties, Covenants, Etc.

     The representations and warranties of Inpharma or Cytogen contained in this
Agreement  remain  in full  force and  effect  until the  Expiration  Date.  All
representations  and warranties  contained in this Agreement and all claims with
respect thereto shall terminate on the Expiration Date;  provided that if notice
of any claim for  indemnification  pursuant to Section  7.02(d)(iii)  shall have
been  given  prior to the  Expiration  Date,  and  such  notice  describes  with
specificity the circumstances with respect to which such  indemnification  claim
relates,  such indemnification claim shall survive until such time as such claim
is finally resolved.

     Section 7.02  Indemnification.

          (a) By Inpharma.  Subject to Section 7.01 from and after the Effective
              -----------
Date, Inpharma shall indemnify, reimburse, defend and hold harmless Cytogen, its
Affiliates,  and  their  respective  officers,  directors,   employees,  agents,
successors and assigns (the "Inpharma Indemnified Parties") from and against any
                             ----------------------------
and all costs, losses,  Liabilities,  damages, lawsuits,  deficiencies,  claims,
fines,   penalties,   interest  and  expenses  (including  reasonable  fees  and
disbursements  of  attorneys)   (collectively,   the  "Damages"),   incurred  in
                                                       -------
connection  with,  arising out of, or resulting  from (i) any  Inpharma  Labeled
Product,  (ii) any Product  distributed by or on behalf of Inpharma in the Other
Territories,  (iii) any Excluded  Liability,  (iv) any breach of any covenant or
agreement  of  Inpharma  herein  required  to be  performed  on or  prior to the
Effective  Date, (v) any breach of any covenant or agreement of Inpharma  herein
required to be performed  after the  Effective  Date or (vi) the  inaccuracy  or
breach of any representation or warranty made by Inpharma in this Agreement.

          (b) By Cytogen.  Subject to Section 7.01 from and after the  Effective
              ----------
Date, Cytogen shall indemnify, defend and hold harmless Inpharma, its Affiliates
and their respective  officers,  directors,  employees,  agents,  successors and
assigns,  and also the Licensors and their  successors and assigns (the "Cytogen
                                                                         -------
Indemnified  Parties" and, together with the Inpharma  Indemnified  Parties, the
--------------------
"Indemnified  Parties")  from  and  against  any and  all  Damages  incurred  in
 --------------------
connection  with,  arising  out  of,  or  resulting  from  (i)  Product  sold or
distributed  after  the  Effective  Date by or on behalf  of  Cytogen,  (ii) any
Liability arising in connection with  Exploitation of the Licensed  Intellectual
Property  or  Purchased  Assets by or on behalf of Cytogen  and its  Affiliates,
(iii) any breach of any  covenant  or  agreement  of Cytogen  herein or (iv) the
inaccuracy or breach of any  representation  or warranty made by Cytogen in this
Agreement.

          (c) Procedures.  The  Indemnified  Party shall give  the  indemnifying
              ----------
Party (the  "Indemnifying  Party")  written  notice (an  "Indemnification  Claim
             -------------------                          ----------------------
Notice"), within thirty (30) days of the incurrence or discovery thereof, of any
------
Damages or discovery of fact upon which such Indemnified Party intends to base a
request for indemnification under Section 7.02(a) or Section 7.02(b),  provided,
however,  that any failure to give such notice  shall not waive any rights of an
Indemnified Party except to the extent that the rights of the Indemnifying Party
are


                                       32
<PAGE>


actually  prejudiced or to the extent that any applicable period contemplated by
Section 7.01 hereof has expired without notice being given. Each Indemnification
Claim  Notice must contain a  description  of the claim  (including  Third Party
Claims) and the nature and amount of such Damages (to the extent that the nature
and amount of such Damages are known at such time). The Indemnified  Party shall
furnish  promptly to the  Indemnifying  Party  copies of all papers and official
documents  received  in  respect  of any  Damages.  The  rights of the  Inpharma
Indemnified  Parties under this Section 7.02 shall be enforced only by Inpharma,
and the obligations of the Inpharma  Indemnified Parties under this Section 7.02
shall be  performed  only by  Inpharma.  The rights of the  Cytogen  Indemnified
Parties  under this  Section  7.02 shall be enforced  only by  Cytogen,  and the
obligations of the Cytogen  Indemnified Parties under this Section 7.02 shall be
performed only by Cytogen.

          (d) Third Party Claims. The obligations of an Indemnifying Party under
              ------------------
this Section 7.02 with respect to Damages arising from claims of any third party
that are subject to  indemnification  as provided for in Section 7.02 or Section
7.02(b) (a "Third Party Claim") shall be governed by and be contingent  upon the
            -----------------
following additional terms and conditions:

               (i)   At  its option,  the  Indemnifying  Party  may  assume  the
defense of any Third Party  Claim by giving  written  notice to the  Indemnified
Party within  forty-five (45) days after the Indemnifying  Party's receipt of an
Indemnification  Claim  Notice.  The  assumption of the defense of a Third Party
Claim by the Indemnifying Party shall not be construed as an acknowledgment that
the Indemnifying  Party is liable to indemnify any Indemnified  Party in respect
of the Third Party Claim,  nor shall it constitute a waiver by the  Indemnifying
Party of any defenses it may assert against any Indemnified  Party's  underlying
claim for indemnification. Upon assuming the defense of a Third Party Claim, the
Indemnifying Party may appoint as lead counsel in the defense of the Third Party
Claim any legal  counsel  selected  by the  Indemnifying  Party,  subject to the
consent  of the  Indemnified  Party,  which  consent  shall not be  unreasonably
withheld or delayed.  In the event the Indemnifying Party assumes the defense of
a Third Party Claim,  the  Indemnified  Party shall  immediately  deliver to the
Indemnifying  Party all original notices and documents  (including court papers)
received by any  Indemnified  Party in  connection  with the Third Party  Claim.
Should the  Indemnifying  Party assume the defense of a Third Party  Claim,  the
Indemnifying  Party shall not be liable to the  Indemnified  Party for any legal
expenses  subsequently incurred by such Indemnified Party in connection with the
analysis,  defense or settlement of the Third Party Claim.  In the event that it
is  ultimately  determined  that the  Indemnifying  Party that has  assumed  the
defense of a Third Party Claim is not  obligated  to  indemnify,  defend or hold
harmless an  Indemnified  Party from and against the Third Party Claim,  (x) the
Indemnifying  Party shall  nevertheless  bear the costs and expenses  (including
reasonable attorneys' fees and costs of suit) of conducting the defense, (y) the
Indemnified Party  shall have no obligation to reimburse the Indemnifying  Party
for such costs and expenses of conducting the defense,  and (z) the  Indemnified
Party shall reimburse the Indemnifying  Party for any Damages previously paid by
the  Indemnifying  Party in its defense of the Third Party Claim with respect to
such Indemnified Party.

               (ii)  Without limiting Section  7.02(d)(i), any Indemnified Party
shall be entitled to participate in, but not control,  the defense of such Third
Party  Claim and to employ  counsel of its choice  for such  purpose;  provided,
however,  that such employment  shall be at the Indemnified  Party's own expense
unless  (A) the  employment  thereof  has been  specifically


                                       33
<PAGE>


authorized by the Indemnifying Party in writing, (B) any counsel acting for both
the  Indemnified  Party and the  Indemnifying  Party  would have a  conflict  of
interest,  or (C) the  Indemnifying  Party has failed to assume the  defense and
employ  counsel  in  accordance  with  Section  7.02(d)(i)  (in  which  case the
Indemnified Party shall control the defense).

               (iii) With respect to any Damages  relating solely to the payment
of money damages in connection with a Third Party Claim and that will not result
in the  Indemnified  Party's  becoming  subject to injunctive or other relief or
otherwise  adversely affect the business of the Indemnified Party in any manner,
and as to which the  Indemnifying  Party shall have  acknowledged in writing the
obligation to indemnify the Indemnified Party hereunder,  the Indemnifying Party
shall have the sole right to  consent to the entry of any  judgment,  enter into
any  settlement  or  otherwise  dispose  of such  Damages,  on such terms as the
Indemnifying  Party, in its sole discretion,  shall deem  appropriate,  provided
that such terms  include a complete  release of  Liability  for the  Indemnified
Party.  With respect to all other Damages in connection with Third Party Claims,
where the Indemnifying Party has assumed the defense of the Third Party Claim in
accordance with Section 7.02(d)(i),  the Indemnifying Party shall have authority
to consent to the entry of any judgment,  enter into any settlement or otherwise
dispose of such Damages;  provided that it obtains the prior written  consent of
the  Indemnified  Party (which  consent  shall not be  unreasonably  withheld or
delayed).  With  respect to all Damages in  connection  with Third Party  Claims
where the Indemnifying Party has assumed the defense of the Third Party Claim in
accordance with Section  7.02(d)(i)  above, the Indemnifying  Party shall not be
liable for any settlement or other disposition of such Damages by an Indemnified
Party that is reached without the written consent of the Indemnifying  Party. If
the Indemnifying Party chooses not to defend or prosecute any Third Party Claim,
no  Indemnified  Party shall  admit any  liability  with  respect to, or settle,
compromise or discharge, any Third Party Claim without the prior written consent
of the Indemnifying  Party (which consent shall not be unreasonably  withheld or
delayed).

               (iv)  If the  Indemnifying Party  chooses to defend  or prosecute
any Third Party Claim,  the Indemnified  Party shall cooperate in the defense or
prosecution  thereof and promptly  shall furnish such records,  information  and
testimony,  provide  such  witnesses  and  attend  such  conferences,  discovery
proceedings,  hearings,  trials and appeals as may be  reasonably  requested  in
connection  therewith.  Such  cooperation  shall  include  access  during normal
business hours afforded to the Indemnifying  Party to, and reasonable  retention
by the  Indemnified  Party  of,  records  and  information  that are  reasonably
relevant to such Third Party Claim,  and making  relevant  employees  and agents
available on a mutually  convenient basis to provide additional  information and
explanation of any material provided hereunder, and the Indemnifying Party shall
reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in
connection therewith.

               (e) Expenses.  Except  as  provided  above,  the  reasonable  and
                   --------
verifiable  costs and expenses,  including  fees and  disbursements  of counsel,
incurred  by the  Indemnified  Party  in  connection  with  any  claim  shall be
reimbursed on a quarterly basis by the Indemnifying Party,  without prejudice to
the  Indemnifying  Party's  right to contest the  Indemnified  Party's  right to
indemnification  and  subject to refund in the event the  Indemnifying  Party is
ultimately held not to be obligated to indemnify the Indemnified Party.


                                       34
<PAGE>


               (f) Good Faith Cooperation.  Cytogen and Inpharma shall cooperate
                   ----------------------
in  reasonable   good  faith  to  minimize  their   respective   indemnification
obligations with respect to any and all Damages.

     Section 7.03  Limitation of Liability.
                   -----------------------

          (a) Except  for  claims by either  Party for  injunctive  relief,  the
indemnification  set  forth  in  ARTICLE  VII  shall  be each  Party's  sole and
exclusive remedy and sole and exclusive  liability with respect to any breach of
the  representations  and warranties set forth in this Agreement and any damages
arising in  connection  therewith.  No claim for  indemnification  for breach of
representations  and warranties  shall be effective if not made on or before the
Expiration Date.

          (b) The  maximum  aggregate  liability  of  Inpharma  for any  Damages
suffered or incurred by Cytogen and its Affiliates  under or in connection  with
this  Agreement  shall not  exceed  [**] of the  amount of  monies  received  by
Inpharma  pursuant to Sections 3.01 and 3.02,  and [**];  provided,  that,  such
limit  shall not apply to  Damages  based on the  matters  described  in Section
7.03(c).

          (c) Notwithstanding  anything to the contrary in  this Agreement,  the
provisions set forth in Sections  7.03(a) and (b) shall not limit the ability of
a Party to seek  recovery (in any lawful  manner)  for, or the  liability of any
Person for, [**].

          (d) The amount of Damages for which  indemnification is provided under
this  ARTICLE  VII  shall  be  net  of  any  amounts  actually  received  by the
Indemnified  Party  under  insurance  policies,  if any,  with  respect  to such
Damages.

          (e) Subject to Inpharma's  compliance with Inpharma's  representations
and  warranties  set forth in this  Agreement,  (i)  Cytogen  acknowledges  that
Inpharma  makes no  representation  or  warranty  as to the amount of revenue or
profits that Cytogen may generate  from its  Exploitation  of the Product in the
Territory,  and (ii) the  representations and warranties of Inpharma and Cytogen
expressly  set forth  herein are in lieu of and  exclude  all other  warranties,
expressed or implied,  including any implied  warranties of  merchantability  or
fitness for a particular purpose.


                                       35
<PAGE>


                                  ARTICLE VIII

                                   TERMINATION

     Section 8.01  Termination of Agreement.

     This  Agreement  (and the License  granted  hereunder) may be terminated as
follows:

          (a) by mutual written agreement of Inpharma and Cytogen; or

          (b) by either  Inpharma or Cytogen,  on written  notice,  if the other
Party becomes insolvent or seeks protection under any bankruptcy,  receivership,
trust deed, creditors arrangement,  composition or comparable proceeding,  or if
any such  proceeding  is  instituted  against the other  Party which  proceeding
remains undismissed for a period of [**];

          (c) by either  Inpharma or Cytogen if the other Party has breached any
material  obligation  hereunder that remains  uncured for a period of [**] after
written notice and demand for cure thereof by the  non-breaching  Party,  unless
such breach is not capable of cure, in which event the  non-breaching  Party may
terminate immediately.

     Section 8.02  Termination of License.  In the event that Cytogen challenges
the validity of any Licensed Patents,  including without limitation by disputing
the validity or enforceability of such Licensed Patent in any judicial or agency
proceeding,  or by any interference or requested re-examination relating to such
Licensed  Patents,  Inpharma shall have the right,  in its sole  discretion,  to
terminate  the  License  immediately  on written  notice to  Cytogen;  provided,
however,  that the foregoing shall no in any manner limit or restrict  Cytogen's
performance of its obligations or exercise of its rights under this Agreement.

     Section 8.03  Fully Paid Up License. Upon the  expiration of the last Valid
Claim in the Licensed Patents,  the License shall be fully paid-up,  irrevocable
and continue in perpetuity.

     Section 8.04  Procedure upon Termination or Expiration.

          (a) In the event of termination of this Agreement and the License:

               (i) Cytogen shall promptly cease all  Exploitation of the Product
and destroy all of its inventory of the Product;

               (ii)  Any  sublicenses  of  the  Licensed  Intellectual  Property
granted by Cytogen shall automatically  terminate,  except for those sublicenses
where  Inpharma  already  received 50% of the up front  license fees pursuant to
Section 3.04(b)(iii); and

               (iii) Within [**],  Cytogen  shall  deliver to Inpharma a written
report  of Net Sales and all  amounts  due to  Inpharma  for the  period  before
termination,  and all such undisputed amounts hereunder shall be immediately due
and payable.

          (b) Notwithstanding   anything  to   the  contrary  in  the  foregoing
subsection  (a), upon  termination of this Agreement due to a material breach by
Inpharma, at Inpharma's


                                       36
<PAGE>


sole  discretion,  Inpharma  may  offer  to  purchase  all or part of  Cytogen's
remaining inventory of Finished Goods at Cytogen's cost; provided, however, that
if Inpharma does not purchase  Cytogen's  inventory,  then Inpharma  shall grant
Cytogen a license to  continue  selling  the Product for a period of time not to
exceed  [**] after  termination,  without any  obligation  to pay  royalties  or
Milestone Payments with respect to such sales.

                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 9.01  Confidentiality.

     Each Party shall not,  and shall  require that its  Affiliates  and its and
their  advisors  do  not,  use or  reveal  or  disclose  to  third  parties  any
Confidential Information (as defined below) of the other Party before, during or
after the  Effective  Date without first  obtaining  the written  consent of the
other  Party,  except (i) as may be  reasonably  necessary  in  performing  such
Party's  obligations or exercising  such Party's rights under this Agreement and
(ii) Inpharma and its Affiliates shall be permitted to use their archival copies
of all documents or materials conveyed hereunder in the ordinary course of their
business.   Notwithstanding   the  foregoing,   each  Party  may  disclose  such
Confidential  Information  to its  Affiliates  and its and their  advisors  on a
need-to-know  basis only, and such Party shall be responsible  for such Persons'
compliance with the provisions of this Section 9.01 with respect  thereto.  Each
Party shall take, and shall require its Affiliates and its and their advisors to
take,  reasonable  steps to prevent any  unauthorized  use or disclosure of such
Confidential  Information.  In the event that either Party is required by Law or
any Governmental or Regulatory  Authority to disclose  Confidential  Information
received  from  the  other  Party,   the  receiving   Party  may  disclose  such
Confidential   Information  without  liability  hereunder,   provided  that  the
receiving Party uses reasonable  efforts to give the other Party advance written
notice of such required  disclosure in sufficient time to enable the other Party
to seek confidential  treatment for such information,  and provided further that
the receiving Party limits the disclosure to that information  which is required
to  be  disclosed.  As  used  herein,   "Confidential   Information"  means  all
                                         --------------------------
information,  matter  or thing  of a  secret,  confidential  or  private  nature
connected  with the  Purchased  Assets  and the  business  of  Inpharma  and its
Affiliates,  including the import,  manufacture,  use, marketing and sale of the
Product, and the business of Cytogen and its Affiliates,  as the case may be, or
any of their suppliers or customers,  including but not limited to, with respect
to Inpharma and its  Affiliates,  information  relating to the Product and, with
respect  to  Cytogen,   information  relating  to  any  of  Cytogen's  products.
Confidential  Information shall not include  information that (i) is part of the
public  domain or  hereafter  becomes  part of the public  domain by public use,
publication, general knowledge or the like through no fault or breach of a Party
or any Person to whom such Party provided such  information,  (ii) the receiving
Party  can  demonstrate  to have had  lawfully  in its  possession  without  any
obligation  of  confidentiality   prior  to  disclosure   hereunder,   (iii)  is
independently   developed  by  the  receiving  Party  without  the  use  of  any
Confidential  Information  of the  Effective  Date Party as evidenced by written
documentation or (iv) the receiving Party lawfully obtains from a Person who has
the right to transfer or disclose it and who provides it without any  obligation
to maintain the confidentiality of such information.


                                       37
<PAGE>


     Section 9.02  Notices.

     All notices, requests and other communications hereunder must be in writing
and will be deemed to have been duly given only if delivered  personally against
written  receipt or by  facsimile  transmission  with answer  back  confirmation
(provided  that any such  facsimile  transmission  is  promptly  confirmed  by a
mailing  (postage  prepaid by  certified  or  registered  mail,  return  receipt
requested)  of the same) or mailed  (postage  prepaid by certified or registered
mail, return receipt  requested) or by nationally  recognized  overnight courier
that maintains records of delivery to the Parties at the following  addresses or
facsimile numbers:

     If to Cytogen:
                     Cytogen Corporation
                     650 College Road East, Suite 3100
                     Princeton, New Jersey 08540
                     Attention:  Chief Executive Officer
                     Facsimile: 1-609-452-2434

     with a copy to:
                     Morgan, Lewis & Bockius LLP
                     502 Carnegie Center
                     Princeton, New Jersey 08540
                     Attention:  Randall B. Sunberg, Esq.
                     Facsimile: 1-609-919-6701

     If to Inpharma, to:
                     Inpharma AS
                     Pb 2030 (Konnerudgt. 27)
                     3003 Drammen, Norway
                     Attention:  Asbjorn Hansen
                     Facsimile: 47-3223-3951

     with a copy to:
                     Foley Hoag LLP
                     155 Seaport Boulevard
                     Boston, MA 02210
                     Attention:  Michael N. Glanz, Esq.
                     Facsimile:  1-617-832-7000

     All such notices,  requests and other  communications will (a) if delivered
personally to the address as provided in this Section 9.02, be deemed given upon
receipt,  (b) if delivered by facsimile to the facsimile number and confirmed by
a mailing of the same as provided in this  Section  9.02,  be deemed  given upon
receipt by the sender of the answer back  confirmation  and (c) if  delivered by
mail in the manner  described  above or by  overnight  courier to the address as
provided  in this  Section  9.02,  be deemed  given upon  receipt  (in each case
regardless of whether such notice, request or other communication is received by
any other Person to whom a copy of such notice,  request or other  communication
is to be delivered pursuant to this Section 9.02. Either Party from time to time
may change its address, facsimile number or other information for


                                       38
<PAGE>


the purpose of notices to that Party by giving notice  specifying such change to
the other Party in accordance with the terms of this Section 9.02.

     Section 9.03  Entire Agreement.

     This  Agreement  (and all Exhibits and  Schedules  attached  hereto and all
other documents  delivered in connection  herewith)  contain the sole and entire
agreement  between the Parties  with  respect to the subject  matter  hereof and
supersedes all prior discussions and agreements between the Parties with respect
to the subject matter hereof. The Exhibits, Schedules,  certificates and notices
specifically  referred to herein, and delivered pursuant hereto, are an integral
part of this  Agreement.  Any  disclosure  that is made by a Party in any of the
Schedules or  certificates  delivered by it pursuant to this Agreement  shall be
deemed  responsive to any other applicable  disclosure  obligation of such Party
hereunder.

     Section 9.04  Waiver.

     Any term or  condition of this  Agreement  may be waived at any time by the
Party that is  entitled  to the benefit  thereof,  but no such  waiver  shall be
effective unless set forth in a written instrument duly executed by or on behalf
of the Party  waiving such term or  condition.  No waiver by either Party of any
term or  condition of this  Agreement,  in any one or more  instances,  shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this  Agreement on any future  occasion.  Inpharma  USA agrees that  Inpharma
Norway may execute any such  instrument  on behalf of Inpharma USA. No waiver by
Inpharma USA shall be required if Inpharma USA no longer exists.

     Section 9.05  Amendment.

     This Agreement may be amended,  supplemented  or modified only by a written
instrument duly executed by each Party hereto, provided that Inpharma Norway may
execute any such  instrument on behalf of Inpharma USA, and that no execution by
Inpharma USA shall be required if Inpharma USA no longer exists.

     Section 9.06  Third Party Beneficiaries.

     The terms and  provisions  of this  Agreement  are intended  solely for the
benefit  of each Party  hereto  and their  respective  successors  or  permitted
assigns  and it is not  the  intention  of the  Parties  to  confer  third-party
beneficiary rights upon any other Person.

     Section 9.07  Assignment; Binding Effect.

     Neither this Agreement nor any right,  interest or obligation hereunder may
be  assigned by either  Party  without  the prior  written  consent of the other
Party, which shall not be unreasonably  withheld or delayed,  and any attempt to
do so will be void;  provided that either Party may assign this Agreement to any
Affiliate  without such consent  provided  that: (a) such  assignment  shall not
relieve the assigning Party of any of its obligations  hereunder,  and (b) prior
to such  assignment,  the assigning  Party provides to the  non-assigning  Party
written notice of such transfer. The Parties hereto acknowledge and agree that a
merger or  consolidation  of a Party with or into  another  Person  shall not be
deemed an assignment for the purposes of this Section 9.07. This


                                       39
<PAGE>


Agreement is binding upon,  inures to the benefit of and is  enforceable  by the
Parties and their respective successors and permitted assigns.

     Section 9.08  Headings.

     The headings used in this Agreement  have been inserted for  convenience of
reference only and do not define or limit the provisions hereof.

     Section 9.09  Severability.

     If any  provision  of this  Agreement  is held to be  illegal,  invalid  or
unenforceable  under any present or future law, and if the rights or obligations
of either  Party  under this  Agreement  will not be  materially  and  adversely
affected thereby, (a) such provision will be fully severable, (b) this Agreement
will be construed  and  enforced as if such  illegal,  invalid or  unenforceable
provision had never  comprised a part hereof,  (c) the  remaining  provisions of
this  Agreement will remain in full force and effect and will not be affected by
the illegal,  invalid or unenforceable  provision or by its severance  herefrom,
and (d) in lieu of such illegal, invalid or unenforceable provision,  there will
be  added  automatically  as a  part  of  this  Agreement  a  legal,  valid  and
enforceable  provision  as similar  to such  illegal,  invalid or  unenforceable
provision as may be justly and equitably determined by the court.

     Section 9.10  Governing Law.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of New York  excluding  any conflicts or choice of law rule or
principle that might otherwise  refer  construction  or  interpretation  of this
Agreement to the substantive law of another jurisdiction.  The parties expressly
exclude the  operation of the United  Nations  Convention  on Contracts  for the
International Sale of Goods.

     Section 9.11  Informal Dispute Resolution.

     The  parties  will meet to endeavor  to settle in good faith  amicably  any
dispute arising out of or in connection with the execution or the interpretation
of any provision of this Agreement.  If the parties are unable for any reason to
resolve  the same  within 30 days after a request to do so from one party to the
other,  then such  dispute,  controversy  or  difference  shall be submitted for
non-binding  mediation  in  accordance  with  the  International  Institute  for
Conflict Prevention and Resolution Mediation Procedure for Business Disputes.

     Section 9.12  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.

     Section 9.13  Counterparts.

     This  Agreement  may be  executed  in any  number  of  counterparts  and by
facsimile,  each of which will be deemed an original,  but all of which together
will constitute one and the same


                                       40
<PAGE>

instrument. Delivery of an executed counterpart signature page to this Agreement
by facsimile shall be effective as a delivery of a manually executed counterpart
of this Agreement.

     Section 9.14  Injunctive Relief.

     Each Party  acknowledges that breach or threatened breach of this Agreement
could cause irreparable harm to the affected party for which damages would be an
inadequate  remedy and such party shall be entitled,  without  first  exhausting
other remedies or procedures,  to equitable relief, including injunctive relief,
in addition to all of its other rights and remedies at law or in equity that may
be available to it.

            (The remainder of this page is left blank intentionally.)


                                       41
<PAGE>


     IN WITNESS  WHEREOF,  this Agreement has been executed by the Parties as of
the Effective Date.

                               CYTOGEN CORPORATION


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

                               INPHARMA AS


                               By: /s/ Asbjorn Hansen
                                  ----------------------------------------------
                                    Name: Asbjorn Hansen
                                    Title: President

                               INPHARMA INC.


                               By: /s/ Asbjorn Hansen
                                  ----------------------------------------------
                                    Name: Asbjorn Hansen
                                    Title: President