CYTOGEN CORP
EXHIBIT 10.5 TERMINATION AGREEMENT
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<TYPE>EX-10
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<FILENAME>q3_03ex10-5.txt
<DESCRIPTION>EXHIBIT 10.5 TERMINATION AGREEMENT
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              CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                          ASTERISKS DENOTE OMISSIONS.

                                                                    EXHIBIT 10.5

                              TERMINATION AGREEMENT

         THIS  TERMINATION  AGREEMENT (this  "Agreement") is made as of the 16th
day  of  June,  2003,  by  and  among  Berlex  Laboratories,  Inc.,  a  Delaware
corporation,  with offices at 340 Changebridge  Road, P.O. Box 1000,  Montville,
New  Jersey  07045-1000   ("BERLEX"),   and  Cytogen  Corporation,   a  Delaware
corporation,  with offices at 650 College Road East, Suite 3100, Princeton,  New
Jersey 08540 ("CYTOGEN"). For the purposes of this Agreement, BERLEX and CYTOGEN
are sometimes  referred to collectively as the "Parties" and individually,  each
as a "Party."

         WHEREAS,  BERLEX  and  CYTOGEN  are  Parties  to that  certain  License
Agreement  dated as of October  28,  1998 (the  "License  Agreement")  regarding
Quadramet(R) (samarium 153 lexidronam injection);

         WHEREAS,  BERLEX and CYTOGEN desire to terminate the License  Agreement
on the terms and subject to the conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, BERLEX and CYTOGEN mutually agree as follows:


         SECTION ONE.  DEFINITIONS.

         Capitalized terms used in this Agreement, not otherwise defined herein,
shall have the meanings ascribed in the License Agreement.

         SECTION TWO.  TERMINATION OF LICENSE AGREEMENT.

         At the Closing (as hereinafter defined), the License Agreement shall be
terminated  and shall be of no further  force and effect  except as set forth in
Section 14.4 of the License Agreement.

         SECTION THREE.  CLOSING; CLOSING CONDITIONS.

         3.1 The closing of the transaction  contemplated herein (the "Closing")
shall occur on such date as the Parties may mutually agree but in no event shall
such date be later than ninety (90) days after the date of this Agreement.
         3.2 CYTOGEN shall use commercially reasonable efforts to obtain, within
thirty (30) days after the date of this Agreement a firm  commitment from one or
more Third Parties to provide financing (with the participants,  structure, term
and conditions,  including pricing, type of security,  etc. of such financing to
be  determined  in the sole  discretion  of  CYTOGEN) in such amount as shall be
necessary,  in Cytogen's sole discretion,  to pay the consideration set forth in
Section 4(1) below.

         SECTION FOUR.  CONSIDERATION; OPTION; AUDIT.

         4.1   As consideration, CYTOGEN  shall  pay  BERLEX $8.0 million at the
Closing.
         4.2. As  additional  consideration,  [**] hereby grants to [**], to the
extent  that [**] is able to do so, the option to [**] with  respect to [**] for
the [**] (as  hereinafter  defined) on such [**], it being  understood  that the
[**] shall be subject to [**] which may be required to [**], including,  without
limitation,  [**] The [**] on the date  hereof  and [**] after the date on which
[**] in  writing  that [**]  from the [**]  permitting  the  [**].  In the event
[**]and [**] shall have until the later of (a) [**] or (b) [**] to [**].
         4.3 As  additional  consideration,  CYTOGEN  shall pay BERLEX a royalty
equal to [**]% on Net Sales of the  Product  in the  United  States,  the United
States Virgin Islands,  the Commonwealth of Puerto Rico and Guam  (collectively,
the "United States Territory"), until the expiration of the last-to-expire Valid
Licensed  Claim in the United States  Territory.  Such royalty may be reduced to
[**]% as the result of a [**] between  CYTOGEN and BERLEX;  it being  understood
that neither Party is under any obligation [**].

                                      -1-
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         4.4 Within forty-five (45) days after the end of each calendar quarter,
CYTOGEN  shall  provide  BERLEX with a written  statement  with  respect to such
period,  specifying the Net Sales of Products during the period,  and the amount
of royalty due, if any.
         4.5 CYTOGEN shall make all royalty  payments due under this Section for
sales of Product in each calendar quarter within  forty-five (45) days after the
end of such quarter.
         4.6 Payments by CYTOGEN under this Agreement shall be paid to BERLEX in
United States  dollars by wire  transfer of  immediately  available  funds to an
account at a commercial  bank designed by BERLEX at least ten (10) business days
before payment is due.
         4.7 Any sum required under the laws of any governmental authority to be
withheld by CYTOGEN  from  payment for the account of BERLEX  under this Section
shall be promptly paid by CYTOGEN for and on behalf of BERLEX to the appropriate
tax or other  governmental  authorities  and CYTOGEN shall  furnish  BERLEX with
copies of official  tax  receipts or other  appropriate  evidence  issued by the
appropriate tax or other governmental authorities.
         4.8 All  payments due BERLEX  under this  Agreement  which are received
later  than the due date,  shall be  subject  to an  additional  payment  of one
percent (1.0%) per month or portion thereof.

         SECTION FIVE.  RECORDS AND AUDITS.

         5.1 CYTOGEN shall keep complete and accurate records  pertaining to the
manufacture,  use and sale of Product appropriate to determine royalties payable
under this Section of this Agreement.
         5.2 At the  request  and  expense of BERLEX,  an  independent  auditor,
selected by BERLEX and acceptable to CYTOGEN,  shall have access limited to once
per calendar  year,  upon at least 30 days prior  written  notice,  at CYTOGEN's
principal  place of business  during  ordinary  business  hours, to such records
maintained by CYTOGEN as may be necessary to:
                  (a)  determine,  with respect to the  preceding  two years the
correctness of any report or payment made under this Agreement, or
                  (b) obtain information with respect to the preceding two years
as to the  royalty  payable  in the case of  CYTOGEN 's failure to report or pay
such royalty pursuant to this Agreement. If deemed necessary or desirable in the
sole  reasonable  opinion of the  accountant,  the accountant  shall at BERLEX's
expense be permitted to consult with and obtain the  assistance  of  consultants
selected by the accountant and acceptable to CYTOGEN.  Such acceptance shall not
be unreasonably  withheld.  Neither the accountant nor the selected  consultants
shall  disclose to BERLEX or any Third Parties any  information  relating to the
business of CYTOGEN other than  information  relating  solely to the accuracy of
the reports and payments under this Agreement.

         SECTION SIX.  SUPPLY AGREEMENT.

         At the  Closing,  BERLEX  shall assign to CYTOGEN all of its rights and
obligations to the Manufacturing  and Supply  Agreement,  dated as of January 1,
1999, between  Bristol-Myers Squibb (BMS),  formerly DuPont, BERLEX and CYTOGEN,
as permitted by Section 9.7 of such Agreement.  For a period of ninety (90) days
following the Closing, BERLEX and CYTOGEN shall cooperate with each other for an
orderly  transition  of such  agreement to CYTOGEN.  For a period of ninety (90)
days  after  the  Closing,  in the  event  of a  substantial  disruption  in the
manufacturing or supply of the Product,  BERLEX shall, at CYTOGEN's request, use
commercially  reasonable  efforts to assist  CYTOGEN in procuring an alternative
source of supply.

         SECTION SEVEN.  MUTUAL ACCESS TO CLINICAL STUDIES.

         From and after the  Closing,  at each  Party's  own expense and without
payment to the other  Party,  each Party  shall  have  reasonable  access to the
results  of  clinical  studies  performed  by either  Party  with  regard to the
Product.

         SECTION EIGHT.  REPRESENTATIONS AND WARRANTIES.

         Each Party hereby  represents and warrants to the other Party that: (a)
such Party has the  authority to enter into this  Agreement;  (b) such Party has
received all necessary approvals in connection with entering into this Agreement

                                      -2-
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and performing its obligations  hereunder;  and (c) compliance with the terms of
this Agreement and performance of its obligations  hereunder do not and will not
breach or conflict with any other  material  agreement or  arrangement  to which
such Party is a party.

         SECTION NINE.  MUTUAL RELEASE.

         Each Party does hereby fully and forever release, acquit, and discharge
the  other  Party  and  any of  its  Affiliates  and  the  directors,  officers,
shareholders,  agents,  employees and  representatives  from any and all claims,
liabilities,  obligations, agreements,  understandings, causes of action, suits,
debts, sums of money,  grievances,  expenses,  demands, and controversies of any
kind and  description,  whether  liquidated or  unliquidated,  known or unknown,
suspected or  unsuspected,  contingent or  otherwise,  now existing or hereafter
arising, which it now has, has had or may have or which may exist or which might
be claimed to exist at or prior to the date of this  Agreement  and which relate
to,  arise from or are  connected  in any way with the License  Agreement or the
actions or omissions of any released party with respect thereto. Notwithstanding
the  foregoing,  nothing in this Section  Nine is intended to  terminate  either
Party's  right to seek  indemnification  from the other  Party  with  respect to
Claims by Third Parties as set forth in Article VIII of the License Agreement.

         SECTION TEN.  TERMINATION.

         This  Agreement  shall  terminate in the event that CYTOGEN  shall have
failed to obtain the  necessary  firm  commitment  for financing as set forth in
Section  3.2.  In the event this  Agreement  is  terminated  as provided in this
Section,  this  Agreement  shall  forthwith  become  void and there  shall be no
liability or obligation  on the part of either Party,  except to the extent that
such  termination   results  from  a  breach  by  a  Party  hereto  any  of  its
representations,  warranties  or covenants set forth in this  Agreement.  In the
event of a termination of this Agreement,  the License  Agreement shall continue
in full force and effect.

         SECTION ELEVEN.  PUBLICITY.

         Neither  Party  shall make any press  release or other  similar  public
disclosure or announcement concerning this Agreement,  without the prior written
consent  of the  non-disclosing  Party,  except as  otherwise  required  by law.
Consent   will  be  deemed   granted  if  no  response  is  received   from  the
non-disclosing  Party within fifteen (15) business days of its confirmed written
request for approval from the disclosing Party.  Notwithstanding  the foregoing,
in the event such disclosure or public  announcement is required to be made on a
more  immediate  basis in order  to  comply  with  applicable  state or  federal
securities laws, then approval will be deemed granted if no response is received
from the non-disclosing  Party within the time frames required by law; provided,
however, that the disclosing Party provides the non-disclosing Party with notice
of the legally required time frame for approval of the disclosure at the time of
providing a copy of the proposed disclosure or announcement.

         SECTION TWELVE.  REASONABLE COOPERATION.

         Each Party shall use commercially  reasonable efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary or
proper to make effective the transactions contemplated by this Agreement.

         SECTION THIRTEEN.  MISCELLANEOUS.

         13.1 Any notice required pursuant to this Agreement shall be in writing
and shall be sent by  registered or certified  mail,  or  nationally  recognized
courier service, to: in the case of BERLEX, to the attention of the signatory to
this Agreement at BERLEX Laboratories,  Inc. at, if by U.S. mail, P.O. Box 1000,
Montville,  New Jersey 07045 or, if by courier service,  340 Changebridge  Road,
Pine  Brook,  New  Jersey  07058,  with a copy to the Legal  Department  at such
address.  In the case of CYTOGEN,  such notice  shall be sent to the address set
forth above, with a copy to Hale & Dorr, 650 College Road East,  Princeton,  New
Jersey  08540.  Either  Party may from time to time  change the address to which

                                      -3-
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notices to it are to be sent by notifying  the other Party,  in writing,  of the
change and the new address pursuant to this Section.
         13.2 This  Agreement  shall be governed by the laws of the State of New
Jersey, without giving effect to its conflict of laws provisions.
         13.3 This  Agreement  constitutes  the sole and only  agreement  of the
Parties and supercedes any prior  understandings  or written or oral  agreements
between the Parties with  respect to the subject  matter of this  Agreement.  No
alterations, amendments, changes or additions to, or waiver of any provision of,
this  Agreement  will be binding upon either Party unless reduced to writing and
signed by both Parties.
         13.4 This  Agreement  shall be binding upon and inure to the benefit of
the Parties and their respective  successors and assigns. This Agreement may not
be assigned by either Party.
         13.5 Nothing herein  contained shall be deemed to create an employment,
agency, joint venture or partnership  relationship between the Parties hereto or
any of their  agents or  employees,  or any other legal  arrangement  that would
impose  liability  upon one  Party  for the act or  failure  to act of any other
Party.  Furthermore,  this  Agreement  does not create a partnership  for United
States  federal  income tax  purposes  (as  defined in Section 761 of the United
States   Internal   Revenue  Code),   for  any  United  States  state  or  local
jurisdiction, or in any country other than the United States; therefore there is
no requirement to file Form 1065,  United States  Partnership  Return of Income,
any similar  United  States  state or local  income tax  return,  or any similar
document  with tax  authorities  in any other  country.  No Party shall have the
authority  to enter into  agreements  or make  representations  on behalf of, or
otherwise bind, any other Party.
         13.6  If  any  provision  of  this   Agreement   shall  be  invalid  or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or  enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction,  and the
Parties  shall  negotiate  in good faith to modify such  provision so that it is
valid or enforceable to the Parties.
         13.7 This Agreement may be executed in one or more  counterparts,  each
of which shall be deemed an original document,  and all of which,  together with
this writing, shall be deemed one instrument. Such counterparts may be exchanged
by facsimile  (provided  that each executed  counterpart  is  transmitted in one
complete  transmission).  Where there is an exchange of executed counterparts by
facsimile,  each  Party  shall be bound by the  Agreement  notwithstanding  that
original copies of the Agreement may not be exchanged  immediately.  The Parties
shall  cooperate  after  execution of the Agreement and exchange by facsimile to
ensure that each Party obtains an original  executed copy of this Agreement with
reasonable promptness.


                            [Signature page follows.]

                                      -4-
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         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement as
of the date first above written.

           BERLEX LABORATORIES, INC.



           By:    /s/ Robert C. Milos
                 -----------------------------------
                  Robert C. Milos
                  Vice President and General Manager

                  Diagnostic Imaging


           CYTOGEN CORPORATION



           By:    /s/ Michael D. Becker
                  ----------------------------------
                  Michael D. Becker
                  President and CEO




                                      -5-

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