ex10_76.htm


    
      

    

     

    
      CONFIDENTIAL
        MATERIALS OMITTED AND FILED SEPARATELY WITH
        THE

      SECURITIES
        AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

      


      


      


      


      Contract
        Manufacturing Agreement (Hereinafter this “Agreement”)

      


      


      
        	
                dated

              	
                January
                  08th, 2007

              


      

       

      
        	
                b
                  e
                  t w e e n

              	
                HOLOPACK

              


      

      Verpackungstechnik
        GmbH

      Bahnhofstraße

      74429
        Sulzbach-Laufen 1

      


      -
        hereunder referred to as -SUPPLIER-

       

       

      
        	
                a
                  n
                  d

              	
                CYTOGEN
                  CORPORATION

              


      

      
        	
                 

              	
                650
                  College Road East

              


      

      
        	
                 

              	
                Princeton,
                  New Jersey 08540 USA

              


      

      


      -
        hereunder referred to as CUSTOMER -

      


      


      In
        consideration of the mutual covenants and promises contained herein, and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        hereby are acknowledged, SUPPLIER and CUSTOMER, intending to be legally bound,
        agree as follows:


      
        
          
          

        

        
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      §
        1              Purpose
        and Subject of this Agreement

      


      The
        purpose and subject of this Agreement is the manufacture of the products
        listed
        in Appendix 1 of this Agreement ("Contract Products").

      


      Simultaneously
        with, and as a condition to the effectiveness hereof, the parties are executing
        a Quality Agreement (the “Quality Agreement”) with respect to the Contract
        Products.  In the event of an inconsistency of this Agreement and the
        Quality Agreement, this (Contract Manufacturing) Agreement shall
        prevail.

      


      §
        2      Manufacture
        of the Contract Products

      


      
        	
                1.

              	
                SUPPLIER
                  agrees with CUSTOMER to manufacture and fill the Contract Products
                  listed
                  in Appendix 1, with the "bottelpack" process according to the
                  manufacturing, quality control, packaging and other directions
                  issued by
                  CUSTOMER and appended to this Agreement as Appendix 2 and 3 and
                  7.

              


      

      


      CUSTOMER
        is responsible for the first release to bring Contract Products to the market
        according to § 5 MPG (a copy of which is attached to this Agreement) and to
        fulfil all requirements according to § 6ff.MPG.

      


      CUSTOMER
        is manufacturer according to § 3,15 MPG

      


      
        	
                2.

              	
                During
                  the manufacture of the Contract Products, SUPPLIER will duly consider
                  the
                  recognised pharmaceutical rules and applicable legal regulations
                  in
                  Germany. SUPPLIER acknowledges and agrees that: (i) the Contract
                  Products
                  are to be distributed in the United States (the “Territory”); and (ii)
                  SUPPLIER’s manufacture of the Contract Products shall comply with
                  applicable pharmaceutical laws and regulations of the United States,
                  including without limitation current good manufacturing practices
                  (“cGMP”)
                  as promulgated under United States Federal Food, Drug and Cosmetic
                  Act.

              


      

      


      
        	
                3.

              	
                CUSTOMER
                  assumes the responsibility for the manufacturing, quality control,
                  packaging and other directions supplied by it, including the product
                  specifications according to Appendix 2, 3 and 7 of this Agreement,
                  and for
                  all properties of the Contract Products resulting from CUSTOMER’s
                  instructions. The same shall apply in the event SUPPLIER manufactures
                  Contract Products according to manufacturing, quality control and
                  packaging directions, which have been developed in collaboration
                  with
                  CUSTOMER.

              


      

      


      The
        manufacturing and quality control directions as well as other regulations
        supplied by CUSTOMER must be in agreement with the prevailing industry standards
        and applicable laws, rules, regulations and directives in the Territory and
        Germany (including, without limitation current good manufacturing practices,
        WHO).

      


      If
        amendments to these regulations are required, these regulations must be replaced
        by a supplement to this Agreement. The new regulation becomes valid when
        it has
        been signed by both parties to this Agreement.

      


      
        	
                4.

              	
                SUPPLIER
                  is only responsible for fulfilment of its obligations under this
                  contract.
                  Besides that CUSTOMER assumes responsibility for the fulfilment
                  of its
                  obligations as manufacturer according to §3,15
                  MPG.

              


      


      
        
          
          

        

        
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                5.

              	
                Prices
                  and payment conditions shall be according to Appendix
                  IX.

              


      

       

      
        	
                6.

              	
                In
                  the event that SUPPLIER determines to discontinue the manufacture
                  of
                  Contract Products, SUPPLIER shall give CUSTOMER prompt notice of
                  such
                  determination.

              


      

       

      §
        3      Supply
        of Starting and Secondary Packaging Materials, Release for
        Manufacture

      


      
        	
                1.

              	
                SUPPLIER
                  shall provide the starting materials required and the packing materials
                  according to Appendix 4.

              


      

      


      
        	
                2.

              	
                CUSTOMER
                  shall provide the starting materials required and the packaging
                  materials
                  according to Appendix 5 free of charge at the latest [**] prior
                  to the
                  start of production.

              


      

      


      
        	
                3.

              	
                SUPPLIER
                  shall inspect all starting materials, to be provided by it for
                  quality
                  according to the quality control directions in Appendix 3, and
                  shall
                  release conforming materials for
                  manufacture.

              


      

      SUPPLIER
        shall inspect all secondary packaging material, to be provided by it for
        suitability, and sends samples of each delivery to the CUSTOMER and CUSTOMER
        shall release conforming materials for manufacture.

      


      
        	
                4.

              	
                CUSTOMER
                  shall supply SUPPLIER with: (i) certificates of analysis for all
                  starting
                  materials supplied by CUSTOMER according to Appendix 5, if any;
                  (ii)
                  releases for manufacture for all starting materials supplied by
                  CUSTOMER,
                  if any. CUSTOMER shall provide to the SUPPLIER a sufficient amount
                  of the
                  reference standards required for identity, content and purity tests
                  of the
                  active substances for the current order
                  campaign.

              


      

      


      The
        packaging material supplied by CUSTOMER will be checked for quality and released
        for manufacture by the CUSTOMER. SUPPLIER shall only check the supplied
        packaging material for identity.

      


      §
        4      Documentation,
        Samples, Retain Samples, Responsible Persons

      


      
        	
                1.

              	
                SUPPLIER
                  will supply to CUSTOMER a report (production protocol or batch
                  record) for
                  each lot manufactured as the documentation for the authorities,
                  containing
                  the following:

              


      

      


      
        	
                 

              	
                -

              	
                the
                  description and mode of
                  application,

              


      

      


      
        	
                 

              	
                -

              	
                the
                  lot identification or inspection number of the starting materials
                  used,

              


      

      


      
        	
                 

              	
                -

              	
                the
                  manufacturing date and the lot
                  number,

              


      

      


      
        	
                 

              	
                -

              	
                a
                  statement on the amount of medication manufactured in one lot and
                  its
                  ingredients during the individual processing
                  steps,

              


      

      


      
        	
                 

              	
                -

              	
                the
                  results of the in-process
                  inspections,

              


      


      
        
          
          

        

        
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                -

              	
                the
                  confirmation of proper manufacture according to the manufacturing
                  instruction signed with the names of the persons responsible for
                  the
                  individual processing steps,

              


      

      


      
        	
                 

              	
                -

              	
                special
                  observations during the
                  manufacture,

              


      

      


      
        	
                 

              	
                -

              	
                information
                  on the kind of containers, outer coverings, and other packaging
                  materials
                  used, and

              


      

      


      
        	
                 

              	
                -

              	
                information
                  on the kind and number of lot
                  samples.

              


      

      


      The
        parties agree that the production protocol may refer to specific information
        in
        other documents.

      


      
        	
                2.

              	
                SUPPLIER
                  shall have the right to vary the lot size within validated
                  parameters.  Any lot size outside of validated parameters shall
                  require the written consent of CUSTOMER. SUPPLIER shall file the
                  documentation and retain samples of each medication for at least
                  [**]
                  longer than the expiration date of the contract product or longer
                  if
                  required by law and
                  SUPPLIER shall make such materials available as soon as reasonably
                  practicable to CUSTOMER after SUPPLIER’s receipt of CUSTOMER’s written
                  request for access to such records
                  and/or
                  samples.

              


      

      


      
        	
                3.

              	
                SUPPLIER
                  will furnish to CUSTOMER a summary of all the data in the manufacturing
                  protocol which is required to evaluate the contract product (according
                  to
                  Appendix 6).

              


      

      


      
        	
                4.

              	
                The
                  responsible persons are listed in Appendix 8.  Such responsible
                  persons will coordinate work carried out hereunder with the other
                  party’s
                  responsible persons.  The responsible persons of the respective
                  parties shall be the day-to-day contacts between the parties hereto
                  and
                  shall receive copies of all written correspondence exchanged between
                  the
                  parties with respect to the designated work.  In the event
                  either party identifies an issue relating to the manufacture, quality,
                  delivery, customer service, or the like with respect to contract
                  product,
                  the applicable responsible persons of each party shall promptly
                  confer to
                  resolve such issue.  If a responsible person leaves the employ
                  of a party, an equally competent, acceptable, responsible person
                  shall be
                  assigned by such party.

              


      

      


      §
        5      Primary
        Packing Materials, Labelling, Packing, Shipping

      


      
        	
                1.

              	
                As
                  packing material coming in direct contact with the product manufactured
                  by
                  SUPPLIER (primary packing material), SUPPLIER will use only materials
                  by
                  manufacturers which have been accepted in writing by
                  CUSTOMER.  SUPPLIER shall conduct an identity check of all
                  primary packing material to be used in the packaging of the Contract
                  Products.  Such identity check shall be in accordance with the
                  quality control directions in Appendix
                  3.

              


      

      


      
        	
                2.

              	
                Packing
                  of the "Contract Products" is made according to the packing directions
                  defined in Appendix 7. CUSTOMER assumes the responsibility for
                  the
                  suitability of the labelling and packing materials (primary and
                  secondary
                  packing materials) for packing and labelling of the Contract Products,
                  including labels which might be supplied by SUPPLIER. SUPPLIER
                  does not
                  incur liability for the effect of these materials on the contract
                  product.

              


      


      
        
          
          

        

        
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                3.

              	
                If
                  CUSTOMER requires inspections exceeding the specifications in § 5.1 of
                  this Agreement, a separate agreement in writing between the parties
                  describing such inspections and cost thereof shall be
                  required.

              


      

       

      
        	
                4.

              	
                SUPPLIER
                  shall ship and deliver the Contract Products [**].  SUPPLIER
                  ’s facility located
                  in
                  Sulzbach-Laufen/Untergröningen. SUPPLIER
                  shall
                  arrange and organize shipment on behalf of the CUSTOMER under controlled
                  temperature conditions, without prejudice to CUSTOMERS responsibility
                  for
                  the Transport [**].

              


      

       

      §
        6      Quality
        Control, Release from Manufacture

      


      Quality
        control, in accordance with the quality control directions set forth in APPENDIX
        3, and the Quality Agreement is the responsibility of SUPPLIER.

      


      Release
        from manufacture and for the market for the Contract Products manufactured
        by
        SUPPLIER is the responsibility of CUSTOMER.

      


      §
        7      Storage

      


      
        	
                1.

              	
                The
                  starting materials supplied by CUSTOMER, if any, and the Contract
                  Products
                  manufactured by SUPPLIER shall be stored by SUPPLIER between [**]
                  without
                  further protective measures.

              


      

      


      
        	
                2.

              	
                If
                  the starting materials or Contract Products cannot be stored properly
                  under these conditions or if further storage measures are required,
                  especially protective measures, CUSTOMER must inform SUPPLIER to
                  this
                  effect in writing.

              


      

      


      
        	
                3.

              	
                If
                  special storage conditions according to § 7.2 of this Agreement require
                  additional investment, e. g. air conditioning, external storage
                  etc.,
                  CUSTOMER will cover the reasonable costs incurred by SUPPLIER in
                  connection therewith.

              


      

      


      §
        8      Marketing
        of the Contract Product

      


      
        	
                1.

              	
                CUSTOMER
                  shall market the Contract Products on its own
                  behalf.

              


      

      


      
        	
                2.

              	
                CUSTOMER
                  assumes the responsibility for the selling of the Contract Products
                  including the labelling thereof, including without limitation supplements
                  to packing, instruction sheets, and
                  labels.

              


      

      


      
        	
                3.

              	
                CUSTOMER
                  is the responsible person for putting on the market (as contemplated
                  by §
                  5 MPG) and is further responsible for obtaining the right to affix
                  the
                  CE-mark and shall be responsible for the manner of use of the
                  CE-mark.

              


      

      


      
        	
                4.

              	
                CUSTOMER
                  shall have the appropriate qualified personnel in accordance with
§§ 30
                  and 31 MPG.

              


      

      

        
          
            
            

          

          
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      §
        9      Confidentiality

      


      “Confidential
        Information” within the meaning of this Agreement shall mean such written, oral,
        or other, tangible or non-tangible notices, disclosures, materials, and other
        information of the Parties, their Affiliates, or other third parties, provided
        to one Party or its Affilliates by the other Party or its Affilliates or
        which
        has become known to the other Party under or on the occasion of this Agreement
        or the preceding Mutual Nondisclosure Agreement dated September 1,
        2006.

      


      Such
        information shall not be Confidential Information to the extent that it can
        be
        proved by demonstration of competent written records by the Recipient that
        such
        information:

      


      
        	
                 

              	
                a.

              	
                was
                  already known to the Recipient at the time of disclosure and was
                  not
                  acquired directly or indirectly from the Discloser or any of its
                  Affiliates or from any other Party in breach of an agreement of
                  confidentiality to the Discloser or any of its
                  Affiliates;

              


      

      


      
        	
                 

              	
                b.

              	
                at
                  the time of disclosure was generally known or easily
                  accessible;

              


      

      


      
        	
                 

              	
                c.

              	
                after
                  the time of disclosure became generally known or easily accessible,
                  except
                  by breach of this Agreement or by breach by any third party being
                  under an
                  obligation of confidentiality to the Discloser or any of its
                  Affiliates;

              


      

      


      
        	
                 

              	
                d.

              	
                is
                  disclosed to the Recipient by a third party and was not acquired
                  directly
                  or indirectly from the Discloser or its Affiliates or from any
                  other party
                  in breach of an agreement of confidentiality to Discloser or any
                  of its
                  Affiliates; or

              


      

       

      
        	
                 

              	
                e.

              	
                information,
                  which is or was developed by the Recipient independently of receipt
                  hereunder;

              


      

       

      
        	
                 

              	
                f.

              	
                Information
                  expressly marked by the Discloser as non
                  confidential.

              


      

      


      Confidential
        Information shall include the terms of this Agreement.

      


      The
        Parties agree to keep all Confidential Information strictly secret and not
        to
        disclose, provide, transfer or otherwise make available all or any part of
        such
        Confidential Information to third parties, except to the extent necessary
        for
        the performance of this Agreement to their respective directors, officers,
        employees, insurers and / or attorneys, and Affiliates, provided that the
        receiving Party shall ensure, that the respective directors, officers, employees
        and / or attorneys their respective Affiliates, agree to abide by the terms
        of
        this Agreement or an equally or more restrictive confidentiality obligation
        prior to receiving any Confidential Information.

      


      Notwithstanding
        anything set forth herein to the contrary, this § 9 shall not prohibit the
        receiving party from disclosing confidential or proprietary information of
        the
        disclosing party that is required to be disclosed by the receiving party
        to
        comply with applicable laws, including without limitation the rules and
        regulations promulgated by the Food and Drug Administration or the United
        States
        Securities and Exchange Commission, or to comply with governmental regulations,
        provided that the receiving party provides prior written notice of such
        disclosure to the disclosing party and takes reasonable and lawful actions
        to
        avoid and/or minimize the degree of such disclosure.

      

        
          
            
            

          

          
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      §
        10    Complaints

      


      
        	
                1.

              	
                SUPPLIER
                  shall manufacture and fill the Contract Products listed in Appendix
                  1,
                  with the [**] process according to the manufacturing, quality
                  control, packaging and other directions issued by CUSTOMER and
                  appended to
                  this Agreement as Appendix 2 and 3 and
                  7.

              


      

      


      The
        terms
        and condition of this agreement and/or its Annexes shall in no way be considered
        as an implied warranty or guarantee. However, even where such warranty or
        guarantee should be expressly declared within or in connection with this
        Agreement, it shall be valid only under the provision and to the extent,
        that it
        shall in no way restrict or exclude SUPPLIER’s limitation of liability according
        to § § 11.1 to 11.3.

      


      
        	
                2.

              	
                CUSTOMER
                  is obligated to inspect the Contract Products promptly upon receipt
                  and to
                  present complaints to SUPPLIER without delay in writing, stating
                  the
                  reasons as well as the invoice, order, and lot
                  numbers.

              


      

      


      Obvious
        faults must be complained on within [**] of the shipment by CUSTOMER, and
        hidden
        defects must be complained on within [**] from the date they have been found.
        Shipments which are not complained on in time according to the specifications
        of
        this clause shall be deemed faultless.

      


      
        	
                3.

              	
                The
                  limitation period for all claims related to defects of the Contract
                  Products is [**], beginning with delivery of the Contract Products.
                  Statements on minimum expiry dates are based on stability experiments
                  of
                  CUSTOMER and have no influence on the warranty period, and especially
                  do
                  not extend it.

              


      

      


      
        	
                4.

              	
                If
                  SUPPLIER has manufactured faulty Contract Products
                  [**].

              


      

       

      Any
        further warranty (gesetzliche Gewahrleistung) is excluded.

      


      §
        11    Liability

      


      
        	
                1.

              	
                SUPPLIER
                  is liable to CUSTOMER
                  for [**].

              


      

      


      
        	
                2.

              	
                SUPPLIER
                  has concluded a company liability insurance covering personal damages
                  up
                  to [**], with maximum coverage for a single incidence.
                  [**].

              


      

      


      The
        extent of the liability for damages of SUPPLIER is limited according to § 11.1
        and § 11.2 of this agreement to those amounts covered by the company liability
        insurance of SUPPLIER. CUSTOMER declares a waiver of recourse for all exceeding
        claims.

      

        
          
            
            

          

          
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                3.

              	
                The
                  limitation of liability under § 11.2 shall not apply in cases of [**] of
                  the obligations under this
                  Agreement.

              


      

      


      
        	
                4.

              	
                If
                  third parties claim damages from SUPPLIER, CUSTOMER will indemnify
                  and
                  hold SUPPLIER harmless from such claims inasmuch as SUPPLIER is
                  not liable
                  for such damages on the basis of § 11.1 and § 11.3 of this
                  agreement.

              


      

      


      
        	
                5.

              	
                As
                  a manufacturer of medical products according to §3,15 MPG, CUSTOMER has
                  secured a insurance coverage for product liability with limits
                  of [**] (US
                  Dollars) and guarantees to maintain this insurance for the duration
                  of
                  this agreement.

              


      

      


      §
        12    Property,
        Insurance, Transport

      


      
        	
                1.

              	
                The
                  starting materials and other materials supplied by CUSTOMER remain
                  its
                  sole property until they are processed by SUPPLIER in the manufacture
                  of
                  Contract Products. SUPPLIER agrees to inform CUSTOMER without delay
                  of
                  legal execution against these materials and to inform third parties
                  of the
                  property rights of CUSTOMER.

              


      

      


      
        	
                2.

              	
                The
                  parties agree that SUPPLIER gains co-ownership of the starting
                  materials
                  and other materials or the contract product by processing the starting
                  materials and other materials, to the extent of the value of the
                  processing and the starting materials and other materials possibly
                  supplied by SUPPLIER in relation to the value of the finished contract
                  product. The co-ownership of SUPPLIER remains in force until full
                  payment
                  of all amounts due SUPPLIER from CUSTOMER hereunder. However, CUSTOMER
                  is
                  entitled to sell the contract product in the course of its regular
                  business operation.

              


      

      


      
        	
                3.

              	
                CUSTOMER
                  is responsible to insure all delivered goods according to Appendix
                  5 and
                  the manufactured Contract Products, as long as they are at SUPPLIER’s
                  premises, against fire, theft and extended coverage
                  perils.

              


      

      


      
        	
                4.

              	
                CUSTOMER
                  is responsible for suitable transport conditions for the starting
                  materials and other materials supplied according to this Agreement,
                  and
                  the Contract Products manufactured of it by SUPPLIER. The assumption
                  of
                  further responsibilities by SUPPLIER requires special agreement
                  and
                  adjustment of costs.

              


      

      


      §
        13    Further
        Storage and Manufacture by CUSTOMER

      


      
        	
                1.

              	
                CUSTOMER
                  bears the sole responsibility for proper storage of the products
                  in its
                  own works or by a third party, once the product has left the premises
                  of
                  SUPPLIER.

              


      

      


      
        	
                2.

              	
                CUSTOMER
                  is responsible for further manufacturing steps that are conducted
                  by
                  itself or by third persons, after the products have left SUPPLIER’s
                  premises.

              


      

      


      
        	
                3.

              	
                CUSTOMER
                  is responsible to insure that the further manufacturing steps do
                  not have
                  adverse effects to the Contract
                  Products.

              


      

      

        
          
            
            

          

          
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      §
        14    Passing
        on of Complaints and Product Observations by CUSTOMER

      


      
        	
                1.

              	
                CUSTOMER
                  is obligated to inform SUPPLIER without delay of all third party
                  complaints with respect to Contract Products manufactured by
                  SUPPLIER.

              


      

      


      
        	
                2.

              	
                The
                  obligation to observe the product and the development of scientific
                  knowledge, especially according to the rules of product liability,
                  is the
                  sole responsibility of CUSTOMER. Correspondingly, § 14.1 of this Agreement
                  applies to the results of the
                  observation.

              


      

       

      
        	
                3.

              	
                If
                  SUPPLIER receives any complaint or report of an adverse event with
                  respect
                  to Contract Products manufactured for CUSTOMER hereunder from a
                  third
                  party, such complaint or adverse event report shall be communicated
                  in
                  writing by SUPPLIER to CUSTOMER within
                  [**].

              


      

      


      §
        15    Protected
        Rights

      


      CUSTOMER
        represents that no protected rights, patents or other intellectual property
        rights of third parties will be infringed on by manufacturing the contract
        product, and especially by passing on of the manufacturing and inspection
        instructions from CUSTOMER to SUPPLIER, including the instructions on the
        starting and packing materials.

      


      Except
        as
        expressly stated herein, nothing in this Agreement shall constitute or grant
        any
        implied license or ownership in proprietary rights or permission to file
        any
        patent, copyright or any other intellectual property rights to either party
        under the other Party’s intellectual property.

       

      §
        16    Inspections

      


      Upon
        reasonable notice to SUPPLIER, CUSTOMER is entitled to inspect SUPPLIER’s
        installations for manufacture and control of medication, and to look into
        the
        lot documentation maintained by SUPPLIER according to Appendix 6 for "Contract
        Products" manufactured on behalf of CUSTOMER.  Such inspections may
        include, but will not be limited to, cGMP inspections, quality audits, and
        system audits, including observation of the actual process of manufacture
        of the
        contract product.  Representatives of CUSTOMER will have access during
        such inspections to all contract product related documents, records, reports,
        data, procedures, facilities, and all other information required to be
        maintained by applicable legal regulations or the requirements of governmental
        agencies.

      


      SUPPLIER
        will permit the inspection by any relevant regulatory authority of the Territory
        which is required as part of the regulatory approval of the Contract Products,
        including the inspection of: (a) the manufacturing facilities; (b) quality
        control procedures; and (c) records and reports pertinent to the manufacture
        of
        the Contract Products.

       

      SUPPLIER
        will inform CUSTOMER promptly, but in no event later than [**], of any inspection
        or audit
        by any governmental agency that is specifically related to the contract product.
        Moreover, SUPPLIER will inform CUSTOMER of the result of any such audit or
        inspection within [**] of
        the conclusion of such audit or


      
        
          
          

        

        
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      inspection.
        SUPPLIER will promptly provide CUSTOMERwith copies of any government issued
        inspection observation reports and related correspondence that specifically
        affect the contract product.  SUPPLIER and CUSTOMER will cooperate in
        resolving any concerns with the applicable governmental agency.

      


      §
        17    Legal
        Situation Upon Termination of the Agreement

      


      SUPPLIER
        agrees to return all materials not yet processed and supplied free of charge
        by
        CUSTOMER, as well as all instructions and documents received from CUSTOMER,
        not
        withholding any copies, to CUSTOMER upon termination of this
        Agreement.

      Documents
        which may be required for presentation to the authorities are
        excluded.

      


      Contract
        Products ordered by CUSTOMER and already manufactured by SUPPLIER will be
        supplied to CUSTOMER against the payment agreed on.

      Already
        purchased starting materials will be paid by CUSTOMER

      


      In
        the
        event of the termination of this Agreement pursuant to § 20.1 hereof, SUPPLIER
        will fulfil all orders given prior to the date of termination, even when
        Contract Products will be delivered after the contract terminates

      


      §
        18    Prohibition
        of Transfer

      


      This
        Agreement and the rights granted herein shall be binding upon, and shall
        inure
        to the benefit of the legal successors or assigns to any party. Both parties
        shall not be entitled to assign, subcontract or transfer any rights or any
        obligations under this Agreement to a third party except upon prior written
        consent of the other party.

      


      §19
            Trademarks

      


      Each
        party hereby acknowledges that no party has, nor shall it acquire, any interest
        in any of the other party’s trademarks or trade names unless otherwise expressly
        agreed to in writing.  The parties agree not to use any trademark or
        trade name of the other party, except as specifically authorized by the other
        party.

      


      §
        20    Recall

       

      CUSTOMER
        shall be responsible for instituting a contract product recall. If SUPPLIER
        with
        reasonable cause were of the opinion that the contract product should be
        recalled, and CUSTOMER does not agree, then CUSTOMER shall release SUPPLIER
        from
        all consequent financial and liability obligations.

       

      CUSTOMER
        shall notify SUPPLIER of any recall, which may be related to manufacture,
        components, testing or any other work performed by SUPPLIER.

       

      SUPPLIER
        shall provide a rapid initial response and then a full report as soon as
        possible. The two parties shall cooperate on the response to the
        authorities.

      

        
          
            
            

          

          
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      §
        21    Final
        Provisions

      


      
        	
                1.

              	
                This
                  Agreement becomes valid when it has been signed by both parties
                  to this
                  Agreement. It is concluded for two years and automatically extends
                  for one
                  year unless one party terminates this Agreement giving 3 months
                  notice to
                  the end of the first or to the end of any subsequent validity periods
                  by
                  registered letter.

              


      

      


      
        	
                2.

              	
                Each
                  party shall have the right to terminate this Agreement on written
                  notice
                  to the other party, if the other party breaches a material term
                  of this
                  Agreement and if breaching party fails to remedy the breach within
                  [**] of
                  receiving written notice of the
                  breach.

              


      

      


      Each
        party may terminate this Agreement immediately in its entirety if the other
        party files a petition of bankruptcy, is adjudged bankrupt, takes advantage
        of
        any insolvency act, or executes a bill of sale, deed of trust, or assignment
        for
        the benefit of creditors.

      


      
        	
                3.

              	
                Amendments
                  and supplements to this Agreement and its appendices can be made
                  only in
                  mutual agreement and must be set out in
                  writing.

              


      

      


      
        	
                4.

              	
                Place
                  of settlement for all deliveries and payments is 74429
                  Sulzbach-Laufen.

              


      

      


      
        	
                5.

              	
                The
                  exclusive jurisdiction for all disputes arising from this contract
                  shall
                  be with the courts of70173 Stuttgart,
                  Germany.

              


      

      


      
        	
                6.

              	
                If
                  individual provisions of this Agreement should be or should become
                  invalid, the agreement in its entirety shall remain valid. With
                  reference
                  to the invalid provisions the parties to this Agreement will endeavour
                  to
                  replace the invalid provision by a valid provision, resembling
                  the
                  original, invalid provisions as closely as possible, and which
                  fulfil the
                  economic purposes of the original, invalid
                  provisions.

              


      

      


      
        	
                 

              	
                7.

              	
                This
                  Agreement shall be subject to German Law, to the exclusion of the
                  conflict
                  of laws provisions thereof.

              


      

      


      
        	
                8.

              	
                All
                  necessary changes regarding this Agreement and the appendices,
                  shall be
                  documented in Appendix 0.

              


      

       

      
        	
                9.

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

              


      

       

      If
        to
        CUSTOMER:

      


      Cytogen
        Corporation

      650
        College Road East, Suite 3100

      Princeton,
        New Jersey 08540

      Attn:
        William F. Goeckeler, Ph.D., Senior Vice President, Operations

      FAX:
        (609) 452-2317

      Mail:
        wgoeckeler@cytogen.com


      
        
          
          

        

        
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      With
        a
        copy to:

      


      William
        J. Thomas, Esq.

      Senior
        Vice President and General Counsel

      Cytogen
        Corporation

      650
        College Road East

      Princeton,
        NJ 08540

      Fax
        No.:  (609) 452-2434

      Mail:
        wthomas@cytogen.com

       

      If
        to
        SUPPLIER:

       

      HOLOPACK

      Verpackungstechnik
        GmbH

      Bahnhofstraße

      74429
        Sulzbach-Laufen 1

      Attn:
        Managing Director

      FAX:
        0049
        7975 5296

      Mail:
        mail@holopack.de

       

      
        	
                10.

              	
                The
                  rights and obligations contained in § § 4.2, 10, 11.1, 17, 19 20 and 21
                  shall survive termination of this Agreement, as will any rights
                  to payment
                  or other rights or obligations have accrued under this Agreement
                  prior to
                  termination.  Termination will not affect a party's liability
                  by
                  reason of any act, default, or occurrence to termination. Section
                  9 shall
                  survive termination of this Agreement for an additional 5
                  years.

              


      

       

      
        	
                11.

              	
                A
                  party's failure to require another party to comply with any provision
                  of
                  this Agreement shall not be deemed a waiver of such provision or
                  any other
                  provision of this Agreement.

              


      

       

      
        	
                12.

              	
                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.

              


      

       

      
        	
                13.

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

              


      

       

      
        	
                14.

              	
                This
                  Agreement and the Quality Agreement constitute the full, complete,
                  final
                  and integrated agreement between the parties hereto relating to
                  the
                  subject matter hereof and supersedes all previous written or oral
                  negotiations, commitments, agreements, transactions or understandings
                  with
                  respect to the subject matter hereof.  Any modification,
                  amendment or supplement to this Agreement must be in writing and
                  signed by
                  authorized representatives of both parties.  In addition to the
                  foregoing, in the event of a conflict or inconsistency between
                  this
                  Agreement and the Quality Agreement, this Agreement shall prevail
                  and
                  control.

              



        
          
            
            

          

          
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                15.

              	
                Each
                  party agrees not to issue any press release or other public statement,
                  or
                  any communication or response to a third party, whether oral or
                  written,
                  disclosing the existence of this Agreement or any information or
                  activity
                  relating to this Agreement without the prior written consent of
                  the other
                  parties, provided however, that neither party will be prevented
                  from complying with any duty of disclosure it may have pursuant
                  to law or
                  governmental regulation, including any international, federal or
                  state
                  securities laws.

              


      

       

      
        	
                16.

              	
                The
                  titles and headings herein are for convenience only and shall not
                  be used
                  to interpret or construe the terms and conditions of this
                  Agreement.

              


      

       

      
        	
                17.

              	
                This
                  Agreement may be executed in counterparts, each of which shall
                  be deemed
                  an original, but all of which together shall constitute one and
                  the same
                  instrument.  The parties expressly agree that signatures
                  received via facsimile shall be accepted as
                  originals.

              


      

      

        
          
            
            

          

          
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                Appendices:

              


      

       

      
        
          	
                  Appendix
                    1:

                	
                  Contract
                    Products

                


        

        


        
          	
                  Appendix
                    2:

                	
                  Manufacturing
                    directions

                


        

        


        
          	
                  Appendix
                    3:

                	
                  Quality
                    control directions/Product
                    Specifications

                


        

        


        
          	
                  Appendix
                    4:

                	
                  Starting
                    Material/Packing
                    material  Specifications

                


        

        
          	
                   

                	
                  -
                    Supplied by SUPPLIER -

                


        

        


        
          	
                  Appendix
                    5:

                	
                  Starting
                    Material/Packing material
                    Specifications

                


        

        
          	
                   

                	
                  -
                    Supplied by CUSTOMER -

                


        

        


        
          	
                  Appendix
                    6:

                	
                  Documentation

                


        

        


        
          	
                  Appendix
                    7:

                	
                  Packing
                    Directions

                


        

        


        
          	
                  Appendix
                    8:

                	
                  Responsible
                    Personnel

                


        

        


        
          	
                  Appendix
                    9:

                	
                  Prices,
                    Payment Terms

                


        

        


        
          	
                  Appendix
                    0:

                	
                  Revision
                    history

                


        



      


      
        	
                Princeton,
                  New Jersey USA

              	
                Sulzbach-Laufen,......

              


      

      


      


      


      
        	
                Cytogen
                  Corporation

              	
                HOLOPACK

              


      

      Verpackungstechnik
        GmbH

      


      


      
        	
                By:
                  /s/ Michael D. Becker

              	
                By:
                  /s/ Hans Weiss

              


      

      
        	
                 

              	
                Michael
                  D. Becker, President

              	
                Hans
                  Weiss

              


      

      
        	
                 

              	
                and
                  Chief Executive Officer

              	
                Managing
                  Director

              


      

      

        
          
            
            

          

          
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      APPENDIX
        1

      


      [**]


      
        
          
          

        

        
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      APPENDIX
        2

      


      [**]


      
        
          
          

        

        
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      APPENDIX
        3

      


      [**]

      

        
          
            
            

          

          
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      APPENDIX
        4

      


      [**]


      
        
          
          

        

        
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      APPENDIX
        5

      


      [**]


      
        
          
          

        

        
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      APPENDIX
        6

      


      [**]

       

      
        
          
          

        

        
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      APPENDIX
        7

      


      [**]

       

      
        
          
          

        

        
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      APPENDIX
        8

      


      [**]

      

        
          
            
            

          

          
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      APPENDIX
        9

      


      [**]

      

        
          
            
            

          

          
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      APPENDIX
        0

      


      [**]

       

    

     

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