CYTOGEN CORP
EXHIBIT 10.49 MANUFACTURING AGREEMENT LAUREATE
<DOCUMENT>
<TYPE>EX-10
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<FILENAME>f10k_02manufacturing.txt
<DESCRIPTION>EXHIBIT 10.49 MANUFACTURING AGREEMENT LAUREATE
<TEXT>

                                                                   EXHIBIT 10.49


          Confidential Materials omitted and filed separately with the
       Securities and Exchange Commission. Asterisks denote omissions.




                        CONTRACT MANUFACTURING AGREEMENT

                                 BY AND BETWEEN

                              LAUREATE PHARMA L.P.

                                       AND

                               CYTOGEN CORPORATION

                                      DATED

                                JANUARY 15, 2003





<PAGE>

                               TABLE OF CONTENTS

                                                                            Page

1.       Definitions..........................................................1

2.       Commencement; Expiration.............................................6

3.       Consideration........................................................7

4.       Payments.............................................................8

5.       Performance of Services; Other Assistance; FDA Fees.................12

6.       Manufacturing and Testing; Approvals; SOPs..........................13

7.       Materials Delivery; Testing.........................................15

8.       Payment Dates; Late Payments........................................19

9.       Renovation Schedule; Regulatory Matters and Approvals;
          Order Dates........................................................20

10.      Stability Testing; Shipping.........................................22

11.      Cytogen's Covenants, Representation and Warranties..................23

12.      Laureate's Covenants, Representations and Warranties;
          Limited Liability..................................................24

13.      Indemnities.........................................................28

14.      Contact Individuals.................................................30

15.      No Biohazards.......................................................30

16.      Termination.........................................................30

17.      Insurance...........................................................32

18.      Confidentiality.....................................................33

19.      Notices.............................................................34

20.      Non-Exclusivity.....................................................35


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21.      Entire Agreement....................................................36

22.      Governing Law.......................................................36

23.      Assignment..........................................................36

24.      Independent Contractors.............................................37

25.      No Waiver...........................................................37

26.      Force Majeure.......................................................37

27.      Third Parties.......................................................37

28.      Interpretation......................................................38

29.      Singular Terms......................................................38

30.      Headings............................................................38

31.      Counterparts........................................................38

32.      Severability........................................................39


                                       ii


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                             MANUFACTURING AGREEMENT
                             -----------------------

              MANUFACTURING AGREEMENT, dated January 15, 2003, by and between
CYTOGEN CORPORATION, a Delaware corporation ("Cytogen") and LAUREATE PHARMA
L.P., a Delaware limited partnership ("Laureate").

                              W I T N E S S E T H :
                              --------------------

              WHEREAS, Cytogen wishes to engage the services of Laureate to
produce Filled ProstaScint Product and Filled Sodium Acetate Product (each as
hereinafter defined) in accordance with the provisions hereof.

              NOW, THEREFORE, it is agreed as follows:

     1.  Definitions.  The following terms shall have the meanings  specified in
this paragraph 1. Other terms are defined in this Agreement and, throughout this
Agreement, those terms shall have the meanings respectively ascribed to them.

          (a)  "Affiliate"  means,  with respect to a party,  any  individual or
     entity which  controls,  is controlled  by or is under common  control with
     such party. For purposes of this  definition,  "control" means an equity or
     income  interest  of fifty  percent  (50%) or more in,  or the  possession,
     directly  or  indirectly,  of the  power  to  cause  the  direction  of the
     management,  activities or policies of such  individual or entity,  whether
     through the  ownership of voting  securities or other equity  interest,  by
     contract or otherwise.

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          (b) "Batch" means (i) with respect to CYT-351,  the specific  quantity
     of CYT-351  which is  produced as a result of the  performance  of a single
     [**] hollow-fiber run; (ii) with respect to CYT-356,  the specific quantity
     of CYT-356 which is produced from the conjugation of a Batch of CYT-351, or
     the conjugation of a specified  identified  portion of a Batch of CYTll-351
     or the conjugation of combined  batches of CYT-351;  and (iii) with respect
     to sodium acetate buffer solution,  the specific quantity of sodium acetate
     buffer solution produced during the course of a single  manufacturing  run.


          (c)  ""Cytogen  SOPs"  means  Cytogen's  written  standard   operating
     procedures to be utilized in connection  with the  manufacture,  production
     and in-process release testing of CYT-351,  Filled ProstaScint  Product and
     Filled  Acetate  Product.

          (d) "Cytogen Supplied Materials" means all ingredients, raw materials,
     resins,  components  and  supplies,  except for water and facility  derived
     process  gasses,  required in connection with the production by Laureate of
     CYT-351,  Filled ProstaScint Product or Filled Sodium Acetate Product.

          (e) "CYT-351" means the monoclonal antibody intermediate product which
     is  used  in   manufacturing   ProstaScint.

          (f) "CYT-356" means the  immunoconjugated  form of CYT-351  (sometimes
     referred  to  in  the  course  of  manufacture  and  production  of  Filled
     ProstaScint  Product as bulk ProstaScint).

                                       2
<PAGE>

          (g) "Facility"  means  Laureate's  manufacturing  and filling premises
     located in  Princeton,  New Jersey.

          (h) "Facility Fee" means the fee for facility  access and  utilization
     provided for in paragraph  3(a).

          (i) "FDA"  means the United  States Food and Drug  Administration  and
     shall include any division or center  thereof.

          (j) "Filled  Sodium  Acetate  Product"  means vials filled with sodium
     acetate  solution  from an  identified  Lot which  are in a form  ready for
     release and shipment from the Facility.

          (k) "Filled  ProstaScint  Product" means the vials filled with CYT-356
     from an  identified  Lot which are in a form ready for release and shipment
     from the Facility.

          (l)  "cGMP"  means  current  Good  Manufacturing   Practices  for  the
     manufacture and testing of  pharmaceutical  materials,  as specified in the
     Code of Federal Regulations and associated  regulatory agency guidelines as
     currently  interpreted  and  practiced  by  Laureate at the  Facility.

          (m) "Incoming  Acceptance  Tests" means,  with respect to each Cytogen
     Supplied Material,  the analysis or testing thereof supplied to Laureate by
     Cytogen  pursuant to paragraph  6(b) hereof and to be performed by Laureate
     in order to determine whether or not such Cytogen Supplied Product conforms
     to the  applicable  approved  Specifications.


                                       3
<PAGE>

          (n)  "Laureate  SOPs"  means  Laureate's  written  standard  operation
     procedures   utilized  by  Laureate  in  connection  with  its  operational
     activities  at  the  Facility.

          (o) "Lot" means a Batch or a specific identified portion of a Batch of
     CYT-356 or sodium acetate,  as applicable,  which is produced in the course
     of Laureate's  performance of a single  manufacturing  production  run.

          (p)  "Manufacturing  Procedures"  means  the  activities,   processes,
     procedures  and  instructions  provided to Laureate by Cytogen  pursuant to
     paragraph  6(a) hereof and to be utilized by Laureate in the  production of
     CYT-351,  Filled ProstaScint Product and Filled Sodium Acetate Product.

          (q) "On Hand CYT" means the quantity of CYT-351 in the  possession  of
     Cytogen on the date  hereof and to be  supplied  by Cytogen to  Laureate in
     connection with Laureate's  performance of the Primary Production Campaign.


          (r) "Optional Production Campaign" means Laureate's performance of (i)
     up to two (2) [**] hollow fiber runs to the end of producing CYT-351,  (ii)
     against Cytogen's order therefor,  Laureate's  performance of up to two (2)
     conjugations  of the  quantity  of CYT-351  produced  pursuant  to Laureate
     performance of the [**] hollow fiber runs  referenced in clause (i) of this
     definition  to the end of producing  ProstaScint  including all Services to
     supply Cytogen with Filled ProstaScint  Product and (iii) against Cytogen's
     order  therefor,  Laureate's  performance  of up to two (2) sodium  acetate
     fills,  each fill utilizing a volume of sodium  acetate buffer  solution as
     specified in the Batch  record to the end of supplying  Cytogen with Filled
     Sodium Acetate Product.

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<PAGE>

          (s) "Primary Production Campaign" means Laureate's  performance of (i)
     two (2) conjugation  runs utilizing the On Hand CYT to the end of producing
     ProstaScint   including   all  Services  to  supply   Cytogen  with  Filled
     ProstaScint  Product  and (ii) two (2)  sodium  acetate  fills,  each  fill
     utilizing a volume of sodium  acetate  buffer  solution as specified in the
     Batch record  including  all Services to the end of supplying  Cytogen with
     Filled  Sodium  Acetate  Product.

          (t) "ProstaScint" means the compound capromab pendetide  formulated by
     conjugating the murine monoclonal  antibody CYT-351 to the  linker-chelator
     glycl-tyrosyl-(N-diethyltriaminepentaacetic acid)-lysine hydrochloride.

          (u)  "Services"  means the  activities  undertaken  by Laureate in the
     course of Laureate's performance of the Primary Production Campaign and, if
     applicable,  the  Optional  Production  Campaign or any part  thereof.

          (v)  "Specifications"  means Cytogen's  approved  specifications  with
     respect  to  CYT-351,  CYT-356,  the  Cytogen  Supplied  Materials,  Filled
     ProstaScint  Product and Filled  Sodium  Acetate  Product,  as  applicable,
     provided to  Laureate.  Specifications  may be amended from time to time by
     mutual written agreement of Laureate and Cytogen subject to the approval by
     the FDA of each amendment, if necessary.


                                       5
<PAGE>

     2.  Commencement;  Orders;  Options;  Expiration.  (a) This Agreement shall
commence on the date hereof.

          (b) Cytogen  hereby orders from  Laureate the Services  required to be
     performed by Laureate in connection with Laureate's  conduct of the Primary
     Production  Campaign.

          (c) Cytogen  shall have the option,  such option to be  exercised  not
     later than March 1, 2003, to order from  Laureate the Services  required to
     be performed by Laureate in connection with  Laureate's  conduct of one (1)
     or two (2) hollow fiber runs  identified in clause (i) of the definition of
     Optional  Production  Campaign,  the number of such hollow fiber runs to be
     notified  to Laureate  in the event of the  exercise of the option  granted
     hereby.

          (d) Subject to the provisions  hereof,  this  Agreement,  in the event
     Cytogen does not exercise the option granted Cytogen  pursuant to paragraph
     2(c) hereof,  shall expire on such date as Laureate has (i)  completed  the
     Primary Production Campaign and (ii) the Filled ProstaScint Product and the
     Sodium  Acetate  Product  resulting  therefrom  have been  shipped from the
     Facility in accordance  with  paragraph  10(b)  hereof.

          (e) Subject to the provisions  hereof,  in the event Cytogen exercises
     the option granted Cytogen pursuant to paragraph 2(c) hereof,  Cytogen,  in
     its  discretion,  may order  from  Laureate  the  Services  required  to be
     performed by Laureate in connection  with  Laureate's  conduct of either or
     both of the  conjugation(s) and fill(s) described in clauses (ii) and (iii)


                                       6
<PAGE>

     of the  definition of Optional  Production  Campaign.  In the event Cytogen
     does not order either of the Services as aforesaid,  on or before September
     1, 2003 then this Agreement  shall expire ten (10) business days thereafter
     unless  Cytogen has  notified  Laureate  within such ten (10)  business day
     period,  that the  CYT-351  produced  by  Laureate  by reason of  Cytogen's
     exercise of option granted Cytogen pursuant to paragraph 2(c) does not meet
     Specifications.  Cytogen agrees to take all commercially reasonable actions
     necessary  that the CYT-351 so produced is shipped  from the  Facility  not
     later than  fifteen  (15) days  following  the  conclusion  of the ten (10)
     business day period provided for in this paragraph 2(e).

          (f) Subject to the provisions hereof, in the event that Cytogen places
     an order with Laureate  pursuant to paragraph  2(e),  this Agreement  shall
     expire  on  December  31,  2003.

     3.  Consideration.  In consideration of Laureate's  performance of services
hereunder,  Cytogen agrees to pay Laureate as follows:

          (a) A facility access and  utilization fee in the aggregate  amount of
     $[**];

          (b) $[**] for each  performance by Laureate of a [**] hollow fiber run
     to the end of  producing  CYT-351 and the  purification  of the quantity of
     CYT-351 so  produced;

          (c) $[**] for each  performance  by Laureate of the Services  required
     with  respect  to  the   conjugation   of  CYT-351   necessary  to  produce
     ProstaScint,  including the Services to be performed by Laureate to the end
     of supplying Cytogen with Filled ProstaScint  Product hereunder;


                                       7
<PAGE>

          (d) $[**] for each  performance by Laureate of the Services  necessary
     to supply Cytogen with vials of Filled Sodium Acetate Product such vials to
     be filled from a volume of bulk sodium acetate buffer solution as specified
     in the Batch record.

          (e) $[**] for each  instance in which  Laureate  performs a media fill
     validation  run in support of the  Services  required  to be  performed  by
     Laureate to produce  Filled  ProstaScint  Product or Filled Sodium  Acetate
     Product.

          (f) $[**] such amount being the agreed  monetary  value of  Laureate's
     performance of the set-up  activities  which the parties have agreed are to
     be undertaken by Laureate in connection with Laureate's  performance of the
     Primary Production  Campaign and which are identified as part of Exhibit A.

          (g) $[**] in the event  that  Cytogen  exercises  the  option  granted
     Cytogen under paragraph 2(c) hereof,  such amount being the agreed monetary
     value of Laureate's  performance of the set-up activities which the parties
     have agreed are to be undertaken by Laureate in connection  with Laureate's
     performance  of the Option  Production  Campaign  and which are included in
     Exhibit A.

     4. Payments. (a) The amount due under paragraph 3(a) shall be payable $[**]
on the date hereof,  $[**] on April 1, 2003,  $[**] on July 1, 2003 and $[**] on
October 1, 2003. The amounts payable to Laureate under this paragraph 4(a) shall

                                       8
<PAGE>

be due and payable by Cytogen to Laureate  notwithstanding  prior fulfillment by
Laureate of its obligations hereunder to the end that this Agreement has expired
in accordance  with the provisions of paragraph  2(d) hereof.

          (b) In  connection  with  Cytogen's  order with respect to the Primary
     Production  Campaign made hereby  pursuant to paragraph 2(b), the following
     amounts shall be due and payable:

               (i) $[**] upon the execution and delivery hereof;

               (ii) an amount equal to [**]  percent of the amount  provided for
          in paragraph  3(c), 3(d) or 3(e) shall be payable on the date Laureate
          commences the applicable Services part of the Manufacturing Procedures
          required to be performed in respect of paragraph 3(c),  3(d), or 3(e);


               (iii) an amount  equal to [**]  percent  of the  amount due under
          paragraphs 3(c), 3(d) and 3(e) shall be payable ten (10) business days
          following the date the Laureate  Contact  Individual,  as  hereinafter
          defined, notifies Cytogen that the document review to be undertaken by
          Laureate  with respect to Filled  ProstaScint  Product,  Filled Sodium
          Acetate Products or the media fill validation run, as applicable,  has
          been undertaken and such documents have been determined by Laureate to
          be complete and correct; provided, that, within such ten (10) business

                                       9
<PAGE>

          day  period,  Cytogen  has  not  notified  Laureate  that  the  Filled
          ProstaScint  Product,  the Filled Sodium Acetate  Product or the media
          fill validation run does not meet Specifications.

          (c) In the event of Cytogen's  exercise of the option granted pursuant
     to paragraph  2(c) with respect to the Optional  Production  Campaign,  the
     amounts set forth  below  shall be due and  payable as follows:

               (i) On the  date of  Cytogen's  exercise  of the  option  granted
          Cytogen pursuant to paragraph 2(c), the sum of $[**] in respect of the
          payment  required under  paragraph 3(g) hereof plus an amount equal to
          [**] percent of the aggregate  amount due under paragraph 3(b) hereof;


               (ii) an amount  equal to [**]  percent  of the  aggregate  amount
          payable and provided for under  paragraph 3(b) shall be payable on the
          date that Laureate  commences the  Manufacturing  Procedures which are
          part of the Services to be  performed  in respect of  paragraph  3(b).

               (iii) an amount equal to [**]  percent of the amount  payable and
          provided  for in  paragraph  3(b) shall be due and payable on the date
          that Laureate, in accordance with the Quality Agreement, has completed
          performance of the  applicable  Manufacturing  Procedures  part of the
          Services to the end that there has been  produced  CYT-351 ready to be
          conjugated  to form  ProstaScint.

               (iv) upon a Cytogen order under paragraph 2(e) hereof,  an amount
          equal to [**] percent of each  aggregate  amount due under  paragraphs
          3(c),  3(d)  and  3(e),  as  applicable,   such  applicability  to  be

                                       10
<PAGE>

          determined in with the terms of such order,  if being  understood that
          in  connection  with  the  fulfillment  of any  such  order it will be
          necessary for Laureate to perform a media fill identified in paragraph
          3(e);

               (v) with respect to  Laureate's  performance  of a Cytogen  order
          under  paragraph  2(e),  an  amount  equal  to  [**]  percent  of each
          aggregate   amount  due  under  paragraphs  3(c),  3(d)  or  3(e),  as
          applicable, such applicability to be determined in accordance with the
          terms of such order,  shall be payable on the date Laureate  commences
          the  applicable  Manufacturing  Procedures  part of the Services to be
          performed in respect of paragraph 3(c), 3(d) or 3(e);

               (vi) with respect to  Laureate's  performance  of a Cytogen order
          under paragraph 2(e), an amount equal to [**] percent of the aggregate
          amount due under  paragraphs  3(c), 3(d) or 3(e), as applicable,  such
          applicability  to be determined  in accordance  with the terms of such
          order,  shall be payable ten (10) business days following the date the
          Laureate Contact Individual (as hereinafter  defined) notifies Cytogen
          that the  document  review to be  undertaken  with  respect  to Filled
          ProstaScint  Product,  Filled  Sodium  Acetate  Product  or media fill
          validation run, as applicable,  has been undertaken and such documents
          by Laureate have been determined to be complete and accurate; provided

                                       11
<PAGE>

          that within such ten (10) business day period Cytogen has not notified
          Laureate  that the  Filled  ProstaScint  Product,  the  Filled  Sodium
          Acetate  Product  or the  media  fill  validation  run  does  not meet
          Specifications.

     5. Performance of Services;  Other  Assistance;  FDA Fees. (a) All Services
shall be performed by Laureate in accordance with the Quality Agreement.

          (b) Upon  agreement of the parties,  Laureate  will assist  Cytogen in
     connection with validation  studies,  transfers of data,  methodologies and
     procedures  to a third  party  retained  by  Cytogen  for the  manufacture,
     production and in-process and release testing of CYT-351, CYT-356 of Filled
     ProstaScint   Product  and/or  Filled  Sodium  Acetate  Product,   internal
     inspections  of plant and  warehouse  premises,  inspections  by the FDA of
     Cytogen  facilities  and such  other  activities  as may be  agreed  by the
     parties.

          (c)  Assistance  rendered by Laureate  under  paragraph  5(b) shall be
     invoiced  to Cytogen in an amount  equal to (a) the product  determined  by
     multiplying the aggregate hours expended by Laureate personnel in rendering
     such assistance by $[**] per hour plus (B) out-of-pocket  costs incurred by
     Laureate that have been approved by Cytogen. Alternatively, the parties may
     agree on a fixed price for the subject matter or activity in question.

          (d) Any FDA fee with respect to the  licensing of  facilities at which
     commercial manufacture of Cytogen marketed  pharmaceutical  products occurs
     shall be borne and paid for by Cytogen ("Establishment Fee"). Laureate will
     immediately  inform  Cytogen  of any  and  all FDA  approved  and  marketed

                                       12
<PAGE>

     pharmaceutical  products  manufactured  by Laureate in the  Facility  for a
     third party in addition to  Laureate's  manufacturing  services  hereunder.
     Laureate shall have the right to perform  manufacturing  services for third
     parties at the Facility.

     6.  Manufacturing  and Testing;  Approvals;  SOPs. (a) Cytogen will provide
Laureate in writing upon the execution hereof with the Manufacturing  Procedures
which shall  include all requisite  technical  specifications,  manufacture  and
production process information, instructions and procedures, testing and quality
control instructions and procedures, formulae, storage instructions with respect
to the  manufacture of CYT-351,  CYT-356,  Filled  ProstaScint  Product,  Filled
Sodium  Acetate  Product  or  intermediates  of any  nature  and all such  other
information,  knowledge,  data  and  know-how  as  would  allow  one  reasonably
practiced  in the  art to  produce  and  manufacture  CYT-351,  CYT-356,  Filled
ProstaScint Product and Filled Sodium Acetate Product.

          (b) Cytogen will provide Laureate in writing upon the execution hereof
     with the  Incoming  Acceptance  Tests  which shall  include  all  requisite
     analyses  and tests with  respect to each Cytogen  Supplied  Material,  the
     methodology  of  each  such  analysis  and  test,  the  sample  size of the
     applicable  Cytogen Supplied Material to be utilized in connection with the
     performance  of  the  applicable  analyses  and/or  tests  and  the  period
     following  Laureate's  receipt of such  Cytogen  Supplied  Material  at the
     Facility during which the applicable analyses or tests are to be conducted.


                                       13
<PAGE>

          (c) Cytogen will provide Laureate in writing upon the execution hereof
     with the  Specifications for each of CYT-351,  CYT-356,  Filled ProstaScint
     Product and Filled Sodium Acetate Product.

          (d) Within ten (10) days  after  Laureate's  receipt in writing of the
     Manufacturing   Procedures,   the  Incoming   Acceptance   Tests,  and  the
     Specifications,  Laureate  shall notify Cytogen of its ability or inability
     to  render  Services   hereunder  in  conformance  with  the  Manufacturing
     Procedures,  to perform the Incoming  Acceptance  Tests and to  manufacture
     CYT-351,  CYT-356,  Filled  ProstaScint  Product or Filled Acetate  Product
     conforming to the applicable specifications.

          (e) In the event that Laureate gives notice pursuant to paragraph 6(d)
     of its inability to provide Services in conformance with the  Manufacturing
     Procedures,  to perform the  Incoming  Acceptance  Tests or to  manufacture
     CYT-351,  CYT-356,  Filled  ProstaScint  Product or Filled  Sodium  Acetate
     Product  conforming  to  the  applicable  Specifications,  the  rights  and
     obligations of the parties under this Agreement shall be suspended  without
     liability. Following any such notice, Laureate shall prepare an action plan
     ("Plan") with respect to enabling  Laureate to provide Services as required
     herein  for  Cytogen's  approval,  such  approval  not  to be  unreasonably
     withheld or delayed.  Laureate  agrees to undertake  reasonable  commercial
     efforts  to  implement  the Plan to the end of  having  the  capability  of
     rendering Services in conformance with the Manufacturing  Procedures and to

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<PAGE>

     perform the Incoming Acceptance Tests and to manufacture CYT-351,  CYT-356,
     Filled ProstaScint  Product and Filled Sodium Acetate Product conforming to
     the applicable Specifications.

          (f) Notwithstanding anything in this Agreement to the contrary, in the
     event the  Laureate  inability  with  respect to which  Laureate  has given
     notice pursuant to paragraph 6(d) is not resolved by March 1, 2003, Cytogen
     shall have the option to terminate this Agreement  without penalty.  In the
     event Cytogen  exercises  such option,  the rights and  obligations  of the
     parties hereunder shall wholly cease without further or other liability and
     Laureate  shall  immediately  refund to  Cytogen  any  amount  then paid by
     Cytogen to Laureate  with  respect to the  Facility  Fee and those fees for
     Services  or  otherwise  due under  paragraph  5(c) which have not yet been
     performed  by  Laureate.  Time is of the essence with respect to payment of
     the refund provided for in this paragraph 6(f).

          (g) Laureate  shall  provide to Cytogen and Cytogen  shall  provide to
     Laureate the Laureate SOPs and the Cytogen SOPs, as applicable, on the date
     of execution hereof.

     7. Materials Delivery;  Testing.  (a) Laureate shall prepare for Cytogen on
Cytogen's forms therefor,  requisition and purchase orders for Cytogen  Supplied
material to be used in connection  with the  manufacture  of Filled  ProstaScint
Product and Filled Sodium Acetate  Product.  Following  preparation of the same,
Laureate  shall  forward to Cytogen each such  requisition  and purchase  order,
together  with  the  applicable  requisition  and  purchase  order  number,  for
Cytogen's  review,  approval  and  execution  thereof.  It  shall  be  Cytogen's


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obligation  hereunder to timely place the approved and executed  requisition and
purchase order with the applicable  vendor for Cytogen's account to the end that
the Cytogen Supplied Materials  identified therein are delivered or caused to be
delivered to the Facility at the time provided for in paragraph 7(d).

          (b) All costs and  expenses  of any  nature  or kind  whatsoever  with
     respect to Cytogen Supplied  Materials or the shipment and delivery thereof
     to the Facility  shall be borne and paid by Cytogen in accordance  with the
     terms and conditions  agreed to by Cytogen with the vendor and/or  carrier,
     as applicable, following receipt of the vendor's or carrier's invoice.

          (c) Title to all Cytogen  Supplied  materials  shall remain in Cytogen
     notwithstanding  the  storage  and  Laureate's  possession  thereof  at the
     Facility.

          (d) Within 30 days of Cytogen's order for Filled  ProstaScint  Product
     and/or  Filled Sodium  Acetate  Product,  Laureate will provide  Cytogen in
     writing of  Laureate's  intended  dates for the conduct of each  process or
     activity part of the Manufacturing  Procedures necessary to be performed by
     Laureate to fill such order.  Unless  otherwise  agreed,  Cytogen agrees to
     deliver  or cause  to be  delivered  to the  Facility  such of the  Cytogen
     Supplied  Materials  as are  necessary  to perform or complete a process or
     activity  part of the  Manufacturing  Procedures  not less than twenty (20)
     days nor more  than  ninety  (90)  days  prior  to the  date  Laureate  has
     scheduled the performance of such process or activity.


                                       16
<PAGE>

          (e) Following  receipt of a Cytogen Supplied Material at the Facility,
     Laureate  shall  perform the  applicable  analysis  thereof or test thereon
     provided for in the Incoming Acceptance Tests. In the event the performance
     of an analysis or test determines that the Cytogen  Supplied  Material does
     not meet  Specifications  or is otherwise  unsuitable for use in connection
     with the  production of CYT-351,  CYT-356,  Filled  ProstaScint  Product or
     Filled Sodium Acetate  Product,  Laureate shall promptly notify the Cytogen
     Contact  Individual (as hereinafter  defined) of such determination and the
     results of the applicable analyses or tests performed.

          (f) In the event that Laureate  provides  notice under paragraph 7(e),
     Cytogen shall promptly  inform  Laureate in writing of the action it wishes
     Laureate to take with respect to the Cytogen Supplied Material in question,
     including reanalysis,  retesting,  disposal, return or such other action as
     otherwise  specified  by Cytogen.  Costs  incurred  by Laureate  under this
     paragraph  7(f) shall be invoiced to Cytogen in accordance  with  paragraph
     5(c) hereof.

          (g) Cytogen shall use its reasonable  commercial efforts to deliver or
     cause  to be  delivered  to  the  Facility  Cytogen  Supplied  Material  in
     replacement  of any  material  which  does  not meet  Specifications  or is
     otherwise  unsuitable  in  the  production  of  CYT-351,   CYT-356,  Filled
     ProstaScint  Product or Filled Sodium  Acetate  Product to the end that the
     date scheduled by Laureate for the use of such Cytogen  Supplied Product in
     connection with the performance of a Manufacturing Procedure is maintained.

                                       17
<PAGE>
          (h)  In  the  event  a  Cytogen   Supplied   Material  fails  to  meet
     Specifications  and  Cytogen  is unable to  timely  deliver  or cause to be
     delivered to the  Facility  the  applicable  Cytogen  Supplied  Material in
     replacement  thereof so as to maintain  the date  scheduled by Laureate (as
     notified to Cytogen under paragraph 7(d)) for use of such Cytogen  Supplied
     Product in connection with the  performance of a  Manufacturing  Procedure,
     then Laureate may, in its discretion and without liability for any delay in
     the manufacture of CYT-351,  CYT-356, Filled ProstaScint Product and Filled
     Sodium Acetate Product, revise the schedule provided to Cytogen pursuant to
     paragraph  7(d) and give notice of such revised  schedule to Cytogen to the
     end that Laureate may perform any commitment Laureate may have to any third
     party or Affiliate with respect to  utilization of the Facility;  provided,
     however,  that Laureate will attempt to negotiate to defer the  performance
     of any  commitment  to a third party or Affiliate to the end that  Laureate
     may perform the Services  required with respect to  Laureate's  order under
     paragraph 2(b) on a priority basis.

          (i)  Notwithstanding  anything  to the  contrary  in  this  Agreement,
     Laureate  shall not be obligated  to utilize the On-Hand CYT in  connection
     with any Manufacturing  Procedure until such time as Cytogen has documented
     to  Laureate's  reasonable  satisfaction  that  the On Hand  CYT  has  been
     stability  tested as  required  by any  applicable  law or  regulation  and
     otherwise meets Specifications.


                                       18

<PAGE>

          (j) The  applicable  provisions  of the  Quality  Agreement  shall  be
     complied  with in the event  Laureate  utilizes the services of third party
     sub-contractors   in  connection  with   Laureate's   performance  of  this
     Agreement.

     8. Payment Dates;  Late Payments.  (a) Invoices by Laureate with respect to
amounts due in respect of paragraph  3(a), (b), (c), (d),or (e) shall be payable
upon Cytogen's receipt thereof.

          (b) Undisputed  invoices by Laureate with respect to amounts due under
     paragraph 5 five  hereof  shall be payable  within  thirty (30) days of the
     invoice date.

          (c)  Invoices due for Services  performed in  accordance  with Quality
     Agreement  due pursuant  hereto and not timely paid shall bear  interest at
     the rate of one and one half percent (1.5%) per month on the unpaid balance
     thereof.

          (d) Time is of the essence with request to payments due hereunder.  In
     the  event  that an  invoice  remains  unpaid  for five (5)  business  days
     following  written  notice by Laureate  to Cytogen of such  failure to pay,
     Laureate  may, in addition to its rights  under  paragraph  16 hereof,  (i)
     suspend the  performance of its  obligations  hereunder with respect to the
     manufacture of CYT-351,  CYT-356,  Filled ProstaScint Product and/or Filled
     Acetate Product until such time as payment is made and (ii) in the event of
     such  suspension,  Laureate  may  exercise  its right,  as provided  for in
     paragraph  7(h),  to revise the  schedule  provided to Cytogen  pursuant to
     paragraph 7(d).

                                       19
<PAGE>
     9. Regulatory  Matters and Approvals;  Order Dates.  (a) Laureate agrees to
use  its  reasonable  commercial  efforts  to the  end  that  Laureate  has  the
capability to perform the Manufacturing  Procedures to be utilized in connection
with the performance of two conjugation  runs with respect to the On Hand CYT to
the end of producing  ProstaScint not later than May 31, 2003 and to perform the
Manufacturing  Procedures to be utilized in connection  with the [**] day hollow
fiber runs and the purification of the quantity of CYT-351  resulting  therefrom
beginning on or about July 1, 2003.

          (b)  Cytogen  agrees  that it shall not,  with  respect to an order of
     Filled ProstaScint Product or Filled Sodium Acetate Product, specify a date
     for  the  fulfillment  of all or  part  of  such  order  inconsistent  with
     Laureate's capability to perform at the Facility a Manufacturing  Procedure
     necessary in  connection  with the  fulfillment  thereof  prior to the date
     provided for in paragraph 9(a).

          (c) Laureate will timely advise Cytogen of Laureate's renovation plans
     and renovation work to be undertaken with respect to the Facility.  Cytogen
     and/or  Laureate  will prepare and timely  submit to the FDA all  necessary
     documentation  to the  end  that  the FDA  approves  the  Facility  for the
     manufacture and production of CYT-351,  CYT-356, Filled ProstaScint Product
     and Filled Sodium Acetate Product.

          (d) Within ten (10) business days following the execution and delivery
     hereof,  the parties endeavor to prepare a detailed  attachment  specifying
     the quality and regulatory  procedures and  responsibilities of the parties

                                       20
<PAGE>
     hereunder with respect to the production of Filled ProstaScint Products and
     Filled Sodium Acetate Products ("Quality Agreement"). The Quality Agreement
     will, inter alia,  provide for Cytogen's  responsibility  for approving the
     release  from  storage and use of each  Cytogen  Supplied  Raw  Material in
     connection  with the  production of Filled  ProstaScint  Product and Filled
     Sodium Acetate Product,  any intermediate  compounds produced in the course
     of the performance of a Manufacturing  Procedure,  the release for shipping
     of Filled  ProstaScint  Product and Filled Sodium Acetate  Product from the
     Facility,  and  Cytogen's  responsibility  for all  regulatory  approval or
     activities necessary in connection with the Manufacturing  Procedures,  and
     shall  further  specify  Cytogen's  right  to  inspect  the  Facility,  the
     obligations  of the parties upon any FDA  inspection of the  Facility,  all
     records to be maintained by each party with respect to the  manufacture and
     production  of Filled  ProstaScint  Product  and  Filled  Acetate  Product,
     including without  limitation,  Batch production  records,  in-process test
     data,  environmental  monitoring  data,  testing  data  by Lot  for  Filled
     ProstaScint  Product,  Filled Sodium Acetate Product or  intermediates  and
     such of the  foregoing as shall  appear on invoices  with respect to Filled
     ProstaScint  Product or Filled Sodium Acetate Product released for shipment
     by Cytogen.

          (e) In the event a Quality  Agreement  is not  concluded  on or before
     March 1, 2003,  either party may elect to terminate  this  Agreement.  Upon
     such  termination,  the rights and  obligations of the parties shall wholly
     cease without  further or other  liability and Laureate  shall  immediately
     refund to Cytogen any amount then paid by Cytogen to Laureate  with respect

                                       21
<PAGE>

     to the  Facility  Fee and all  payments  received by Laureate  for Services
     which have not been reasonably accepted by Laureate. Time is of the essence
     with respect to the payment of the refund  provided  for in this  paragraph
     9(e).

          (f) Cytogen  acknowledges  that the [**]  Purification  Process ("[**]
     Process"), as a result of the "predicate clause" part of 21 C.F.R. Part 11,
     has been "grandfathered" for purposes of compliance with 21 C.F.R. Part 11.
     Cytogen  acknowledges  that the [**]  Process is the  process  Cytogen  has
     specified Laureate to perform as part of the Manufacturing Procedures to be
     supplied by Cytogen to Laureate pursuant to this Agreement.  Laureate shall
     have no  liability  of any  nature  or kind  whatsoever  by  reason  of its
     performance of its obligations hereunder which arises from as is the result
     of Laureate's utilization of the [**] Process as a Manufacturing  Procedure
     in connection with the manufacture of CYT-351,  CYT-356, Filled ProstaScint
     Product or Filled Sodium Acetate Product.

     10. Stability Testing; Shipping. (a) Cytogen shall be responsible and shall
perform  at its  sole  cost and  expense  all  stability  testing  necessary  or
advisable to be undertaken  with respect to CYT-351,  CYT-356,  the On-Hand CYT,
Filled  ProstaScint  Product,  Filled Sodium Acetate  Product,  Cytogen Supplied
Materials  or any  intermediate  formed  in the  course  of  performance  of the
Manufacturing Procedures.

          (b)  (i)Unless   otherwise   agreed,   Cytogen   agrees  to  take  all
     commercially   reasonable   actions   necessary  to  the  end  that  Filled
     ProstaScint  Product and Filled Sodium Acetate Product are shipped from the

                                       22
<PAGE>

     Facility not later than fifteen (15) days  following the  conclusion of the
     ten (10) business day period provided for in paragraph 4(b)(iii) hereof.

     11. Cytogen's Covenants,  Representation and Warranties. Cytogen covenants,
represents and warrants to and with Laureate as follows:

          (a) Cytogen shall use its commercially reasonable efforts to dutifully
     and  timely  perform  its  obligations  and   responsibilities   hereunder,
     including,  without limitation,  any obligation or responsibility  provided
     for in the  Manufacturing  Procedures,  Incoming  Acceptance  Tests and the
     Quality Agreement.

          (b) Cytogen shall use its reasonable commercial efforts to assure that
     all Cytogen  Supplied  Materials,  when received at the  Facility,  (i) are
     approved by Cytogen for use in connection  with the manufacture of CYT-351,
     CYT-356,  Filled  ProstaScint  Product and Filled Sodium Acetate Product in
     accordance with cGMP, (ii) meet  Specifications and are suitable for use in
     the manufacture of CYT-351,  CYT-356,  Filled ProstaScint Product or Filled
     Sodium Acetate Product,  (iii) comply with Cytogen's  quality standards and
     (iv) each such Cytogen Supplied Material which is subject to the provisions
     of the Food,  Drug and  Cosmetics  Act, 21 USCS Section 301, et seq.  ("FDC
     Act"),  as and  when  received  at the  Facility,  is  not  adulterated  or
     misbranded within the meaning of the FDC Act or any applicable state law in
     which the definitions of adulteration of misbranding are  substantially the
     same as those  contained in the FDC Act, or an article which may not, under
     the provisions of the FDC Act, be introduced into interstate commerce.


                                       23
<PAGE>

          (c) Cytogen shall not authorize for shipment from the Facility  Filled
     ProstaScint  Product  or  Filled  Sodium  Acetate  Product  subject  to the
     provisions of the FDC Act, which is  adulterated  or misbranded  within the
     meaning of the FDC Act or any applicable state law in which the definitions
     of  adulteration  and  misbranding  are  substantially  the  same as  those
     contained in the FDC Act, or an article which may not, under the provisions
     of the FDC Act, be introduced into interstate commerce.

          (d) To the best of Cytogen's  knowledge,  Laureate's  manufacture  and
     production  of  CYT-351,  CYT-356,  Filled  ProstaScint  Product  or Filled
     Acetate Product, including,  without limitation,  Laureate's performance of
     its Services hereunder in conformity with the Manufacturing Procedures, the
     Incoming   Acceptance  Tests  and  the  Quality   Agreement  and  Cytogen's
     marketing,  sale,  distribution and promotion of Filled ProstaScint Product
     and  Filled  Sodium  Acetate   Product  do  not  infringe  or  violate  the
     intellectual property rights of any third party.

          (e) Cytogen has all requisite  corporate  power and authority to enter
     into this  Agreement  and  perform  its  obligations  and  responsibilities
     hereunder,   including,   without  limitation,  all  such  obligations  and
     responsibilities  provided for in the  Manufacturing  Procedures,  Incoming
     Acceptance Tests and the Quality Agreement.

     12.  Laureate's   Covenants,   Representations   and  Warranties;   Limited
Liability.  (a) Laureate covenants,  represents and warrants to and with Cytogen
as follows:

                                       24
<PAGE>

               (i)  Laureate's  maintenance of the Facility or  renovations,  if
          any,  thereto,  and  performance of  manufacturing  and other services
          hereunder  shall  conform in all  material  respects  with  applicable
          cGMPs.

               (ii)  Laureate  shall not ship any  Filled  ProstaScint  Product,
          Filled Sodium  Acetate  Product or any  intermediate  manufactured  or
          formed in the course of production of Filled  ProstaScint  Product and
          Filled  Sodium  Acetate  Product  unless the release for  shipment and
          subsequent shipment have been authorized in writing by Cytogen.

               (iii) To the best of Laureate's  knowledge,  no process performed
          by Laureate in the course of manufacturing  Filled ProstaScint Product
          and/or  Filled  Sodium  Acetate  Product  violates  or  infringes  the
          intellectual property rights of any third party.

               (iv) Laureate has all requisite power and authority to enter into
          this  Agreement  and perform  its  obligations  hereunder,  including,
          without limitation, all such obligations and responsibilities provided
          for in the Manufacturing Procedures, Incoming Acceptance Tests and the
          Quality Agreement.

               (v)  Laureate  shall use its  reasonable  commercial  efforts  to
          dutifully  and timely  perform its  obligations  and  responsibilities

                                       25
<PAGE>

          hereunder,   including   without   limitation,   any   obligation   or
          responsibility provided for in the Manufacturing Procedures,  Incoming
          Acceptance Tests and the Quality Agreement.

          (b) EXCEPT AS PROVIDED IN  PARAGRAPH  12(a),  LAUREATE  MAKES NO OTHER
     REPRESENTATION  AND  WARRANTY  OF ANY KIND,  EXPRESSED  OR  IMPLIED,  AS TO
     MERCHANTABILITY,  FITNESS FOR  PARTICULAR  PURPOSE OR ANY OTHER MATTER WITH
     RESPECT TO FILLED PROSTASCINT  PRODUCT AND/OR FILLED ACETATE PRODUCT OR ANY
     INTERMEDIATE  FORMED IN THE  COURSE OF  MANUFACTURE  OF FILLED  PROSTASCINT
     PRODUCT AND/OR FILLED ACETATE PRODUCT,  OR ANY OTHER MATTER WITH RESPECT TO
     FILLED PROSTASCINT  PRODUCT OR FILLED ACETATE PRODUCT WHETHER USED ALONE OR
     IN COMBINATION WITH OTHER SUBSTANCES.

          (c) In the event of any failure of  Laureate to perform in  conformity
     with its  covenants,  representations  and warranties  hereunder,  Laureate
     shall,  at its sole  cost and  expense,  replace  such  quantity  of Filled
     ProstaScint Product and/or Filled Sodium Acetate Product which Cytogen does
     not release for shipment consistent with Cytogen's covenant, representation
     and  warranty  made in paragraph  11(c)  hereof  because of such failure as
     promptly as  practicable  after  receiving the Cytogen  Supplied  Materials
     necessary  to  manufacture  such  replacement  quantity.  The  cost of such

                                       26
<PAGE>

     Cytogen  Supplied  Materials,  including  the cost and expense of Cytogen's
     delivering  or causing  the same to be  delivered  to the  Facility  may be
     deducted by Cytogen  from  amounts due under this  Agreement.  In the event
     that no amount is then due under this  Agreement  by  Cytogen to  Laureate,
     then Cytogen may invoice  Laureate  for the cost of such  Cytogen  Supplied
     Material,  including without limitation, any costs incurred by Cytogen with
     respect to the shipping and delivery  thereof.  Time is of the essence with
     respect to Laureate's payment of invoices rendered by Cytogen in accordance
     with this  paragraph  12(c).  THE  FOREGOING  SHALL BE CYTOGEN'S  EXCLUSIVE
     REMEDY  HEREUNDER  IN THE EVENT OF ANY  FAILURE BY  LAUREATE  TO PERFORM IN
     CONFORMITY WITH ITS COVENANTS, REPRESENTATIONS, AND WARRANTIES HEREUNDER.

          (d)   Laureate   shall  not  be  liable  for,   and  Cytogen   assumes
     responsibility  for, all personal injury and property damage resulting from
     the handling,  possession or use of Filled  ProstaScint  Product and Filled
     Sodium Acetate Product following Cytogen's release of same for shipment and
     Laureate's placement of same with a carrier for shipment. In no event shall
     either  party be liable  to the other  party  for  special,  incidental  or
     consequential  damages or loss of profits  whether the claim giving rise to
     the same is for breach of a  covenant,  warranty or  representation,  is in
     contract, negligence, strict liability or otherwise.

          (e) It is  understood  and agreed  that  Laureate's  obligations  with
     respect to performance of any [**] day hollow fiber runs,  purification  of
     the material so produced,  conjugated and filled (collectively,  "Fiber-Run
     Procedures") are to perform the same in conformance with the  Manufacturing

                                       27
<PAGE>

     Procedures and test for  conformance to  Specifications  as provided in the
     Quality  Agreement.  Laureate  shall  be  liable  for  any  failure  of its
     performance  of the  Fiber-Run  Procedures to yield CYT-351 of any specific
     quality  specification,  or a  reasonable  quantity of CYT-351  (defined as
     approximately  [**]  grams  purified  in a single  purification  from  [**]
     hollow-fiber  reactor runs) or a reasonable  quantity of Filled ProstaScint
     Product  (defined  as  approximately  [**] vials from a single  conjugation
     Batch of CYT-351) only in the event Laureate's performance of the Fiber-Run
     Procedures was not in conformance  with the  Manufacturing  Procedures.  In
     such event, the provisions of paragraph 12(c) shall apply.

     13. Indemnities. (a) Cytogen agrees to indemnify and hold Laureate harmless
from  any  damages,  liabilities,   losses  and  expenses  (including,   without
limitation,  reasonable attorneys' fees in seeking indemnification  hereunder or
any claim by a third person) and amounts paid in settlement of any claim or suit
of any nature or kind whatsoever  which may be sustained or suffered by Laureate
arising with  respect to paragraph  9(f) hereof or arising out of, based upon or
by reason of, any Cytogen  supplied  Material not  Conforming  to the  covenant,
representation  and warranty  made by Cytogen in paragraph  11(b) at the time of
receipt at the Facility.

          (b)  In  the  event  a  Cytogen   Supplied   Material  does  not  meet
     Specification  or is otherwise  unsuitable  for use in the  manufacture  of
     CYT-351, CYT-356, Filled ProstaScint Product or Filled Sodium Acetate after
     the  receipt  thereof  at the  Facility  by  reason of any  action,  act or

                                       28
<PAGE>

     activity  by  Laureate  which does not  conform to the  Cytogen  SOPs,  the
     Laureate SOPs, cGMP, the Manufacturing Procedures,  the Incoming Acceptance
     Tests or the Quality Agreement (or Laureate's  failure to act in conformity
     with any of the  foregoing),  Laureate's  obligation  hereunder shall be to
     indemnify  Cytogen for the actual cost of the Cytogen Supplied  Material in
     question and all costs, fees and expenses incurred by Cytogen in delivering
     or causing the delivery of the same to the Facility and for any  additional
     Establishment Fee in the event such failure requires Laureate to perform an
     obligation   hereunder  after  December  31,  2003.   Laureate  waives  any
     additional  Facility  Fee in the event such  failure  requires  Laureate to
     perform an obligation hereunder after December 31, 2003.

          (c) Cytogen  agrees to defend,  indemnify and hold  Laureate  harmless
     from any and all claims by third persons or governmental entities, damages,
     liabilities, losses and expenses (including, without limitation, reasonable
     attorney's fees in seeking indemnification hereunder or defending any claim
     by a third person or a governmental  entity) and amounts paid in settlement
     of any claim or suit of any  nature or kind  whatsoever  which are  founded
     upon or in any manner involve Filled  ProstaScint  Product or Filled Sodium
     Acetate  Product and which arise or occur following  Cytogen's  release for
     shipment  from the Facility of Filled  ProstaScint  Product  and/or  Filled
     Sodium Acetate Product.

          (d) The obligations of the indemnifying  party under this paragraph 13
     are  conditioned  upon the delivery of written  notice to the  indemnifying
     party of any  potential  claim  arising  under this  paragraph 13 ("Claim")

                                       29
<PAGE>

     promptly  after the  indemnified  party  becomes  aware of such claim.  The
     indemnifying  party shall  manage and  control,  at its sole  expense,  the
     defense  of the Claim  and its  settlement.  The  indemnified  party  shall
     cooperate with the  indemnifying  party and may, at its option and expense,
     be  represented in any such action or proceeding.  The  indemnifying  party
     shall not be liable for any  litigation  costs or expenses  incurred by the
     indemnified party without indemnifying party's prior written authorization.
     In  addition,  the  indemnifying  party  shall not be  responsible  for any
     liability  resulting from any  settlement or compromise by the  indemnified
     party made without the indemnifying party's prior written consent.

     14. Contact  Individuals.  Each of Laureate and Cytogen shall  designate an
individual  ("Laureate Contact  Individual" or "Cytogen Contact  Individual," as
applicable)  who shall be responsible  for the day-to-day  contacts  between the
parties and who shall receive copies of all written correspondence,  notices and
the  like  with  respect  to  a  party's  performance  of  its  obligations  and
responsibilities hereunder.

     15. No Biohazards.  The Laureate Contact Individual and the Cytogen Contact
Individual will establish a standard  operating  procedure to identify materials
that are or may be biohazardous. Materials so identified may not be brought into
the Facility and may not be a Cytogen Supplied Material.

     16.  Termination.  (a)  In  addition  to  termination  resulting  from  the
expiration of this Agreement in accordance  with paragraph 2, this Agreement can
be  terminated by Laureate for  nonpayment of any sums due hereunder  (remaining

                                       30
<PAGE>

unpaid for more than ninety (90) days following  receipt by Cytogen of notice by
Laureate),  or by either  party with at least sixty (60) days,  advance  written
notice:

                    (i) on account of a serious  violation of this  Agreement by
               the other party,  unless the offending  party cures the violation
               before expiration of the notice period; or

                    (ii) when the other party makes a general assignment for the
               benefit  of  its  creditors,  has a  custodian,  receiver  or any
               trustee  appointed for it or a substantial  part of its assets or
               commences any voluntary proceeding under any bankruptcy law; or

                    (iii) when a court having  jurisdiction over the other party
               shall enter a decree or order for relief in any involuntary  case
               under  applicable  bankruptcy  law and such decree or order shall
               continue  unstayed and in effect for a period of ninety (90) days
               or more.

               (b)  Termination  for any  reason  by  either  party  under  this
          paragraph 16 will not  prejudice  that party's  remaining  contractual
          rights,  including,   without  limitation,   rights  to  damages,  nor
          terminate  the  obligations  set forth in  paragraphs  3, 4, 14 and 18
          hereof, to the extent such obligations have accrued according to those
          terms.

                                       31
<PAGE>

     17.  Insurance.  Throughout the term of this Agreement Cytogen shall obtain
and maintain in full force and effect product liability  insurance (issued by an
insurance  company  licensed  to do  business in the State of New Jersey) in the
amount of $10,000,000 and cause Laureate an additional insured thereon. Laureate
now  maintains  general  liability   insurance  and  property  damage  liability
insurance in the amount of $2,000,000 for the Facility. Each party shall, at all
times during the term of this  Agreement,  maintain in full force and effect and
on deposit at the office of the other  party,  a  Certificate  of Insurance or a
duplicate  original  of the  insurance  policy  required  above,  together  with
evidence of payment of all premiums  therefor.  Each such policy  shall  provide
that it shall not be cancelable without at least thirty (30) days, prior written
notice to the other party.

     18.  Confidentiality.  Neither  party shall  disclose  to any third  party,
except as may be required by law, the substance of this  Agreement.  All written
information provided by either party to the other hereunder  including,  but not
limited to, volume  requirements,  pricing,  delivery schedules and process data
formulae,  regulatory  submissions,  know-how and other  information,  including
without  limitation,  proprietary  information  and  materials  (whether  or not
patentable)   regarding  a  party's   technology,   is  the  disclosing  party's
confidential proprietary information. The receiving party agrees not to disclose
any such information or use such information  except for purposes of performance
hereunder,  for a  period  of five  (5)  years  after  the  termination  of this
Agreement with regard to business related  information,  and for a period of ten
(10) years with regard to technical  information,  provided  that the  receiving


                                       32
<PAGE>

party may use or disclose any such information  that it can demonstrate  through
written  records:  (1) is already  known to it at the time of  disclosure to the
receiving  party;  (2) becomes  publicly known through no fault of the receiving
party;  or (3) is disclosed to the receiving  party by a third party who is free
to make  such  disclosure.  The  parties  each  agree  that they  shall  provide
confidential  information received from the other party only to their respective
employees,  consultants  and  advisors  who  have a need  to  know  and  have an
obligation to treat such  information and materials as confidential  under terms
no  less  restrictive  than  those  set  forth  herein.   All  confidential  and
proprietary  information  disclosed  hereunder  shall be , at the  option of the
disclosing  party,  immediately  returned to the disclosing  party, or destroyed
(and such  destruction  certified by an officer of the receiving party) upon the
earlier of  termination  of this  Agreement,  or the  request of the  disclosing
party. Notwithstanding anything set forth herein to the contrary, this paragraph
18 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 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.  Any  announcements or similar publicity

                                       33
<PAGE>

with respect to the execution of this Agreement shall be agreed upon between the
parties  in  advance  of such  announcement.  The  parties  agree  that any such
announcement will not contain confidential  business or technical information of
the other party.  Except as otherwise  expressly  agreed  between the parties in
writing,  no right is  granted  to a party to use in any  manner the name of the
other party or any other trade name or trademark of the other party.

     19. Notices. All notices required to be given under this Agreement shall be
deemed given when delivered personally or when mailed by registered or certified
mail, return receipt requested, or when sent by Federal Express or an equivalent
overnight  delivery  service,  addressed  to the  parties  at  their  respective
addresses set forth below or to such other  addresses at which notice shall have
been duly  given.  It is  understood  and agreed that this  paragraph  19 is not
intended to govern the day-to-day business communications  necessary between the
parties  in  performing  the  duties,  in due  course,  under  the terms of this
Agreement.

                    If to Cytogen:
                    William F. Goeckeler
                    Vice President Research and Development
                    Cytogen Corporation
                    650 College Road East
                    Princeton, NJ 08540
                    Fax No.: 1-609-452-2317

                                       34
<PAGE>



                    With a copy to:
                    Hale and Dorr LLP
                    650 College Road East
                    Princeton, NJ 08540
                    Fax No.: 1-609-750-7700


                    If to Laureate:

                    Robert J. Broeze, Phd.
                    President
                    Laureate Pharma L.P.
                    201 College Road East
                    Princeton, NJ  08540
                    Fax No.:  1-609-520-3963

                    With a copy to

                    Chadbourne & Parke LLP
                    30 Rockefeller Plaza
                    New York, NY  10112
                    Attn: Stuart D. Baker
                    Fax No.:    1-212-541-5369

     20.  Non-Exclusivity.  (a)  Laureate  may  render  manufacturing  and other
services to any other  party and use the  Facility  and  Laureate  personnel  in
furtherance  of rendering  such  services  whether or not such third party is in
competition with Cytogen.  Nothing herein limits or restricts Cytogen from using
any other party in the  manufacture  and supply of any materials,  including the
materials to be supplied by Cytogen hereunder.

                                       35
<PAGE>

          (b) Neither  party  shall,  directly  or through its  representatives,
     solicit for employment any officer, director, employee or consultant of the
     other party  during the term of this  Agreement  and for a period of twelve
     (12) months thereafter.

     21.  Entire  Agreement.  (a) The  Manufacturing  Procedures,  the  Incoming
Acceptance Tests and the Quality Agreement are deemed to be part this Agreement.

          (b) This  Agreement  constitutes  the  entire  agreement  between  the
     parties in respect of the subject  matter of this  Agreement and supercedes
     all  previous  oral  or  written  negotiations,   commitments,  agreements,
     transactions or  understandings  with respect to the subject matter hereof.
     No modifications to or supplementation of this Agreement, whether contained
     in any purchase order, confirmation or otherwise, shall be effective unless
     made in writing and signed by the party to be charged with modification.

     22.  Governing Law. This Agreement  shall be interpreted in accordance with
the laws of New Jersey  where it is deemed to have been  executed and where each
party has a place of business.

     23.  Assignment.  No right or obligation of either party hereunder shall be
assignable  without the prior written agreement of the other party, which in the
case of an  assignment  to an  Affiliate  shall  not be  unreasonably  withheld;
otherwise this  Agreement  shall be binding upon and inure to the benefit of the
parties hereto and their respective permitted successors and assigns.

                                       36
<PAGE>
     24. Independent Contractors.  The parties are independent contractors,  and
this Agreement shall not be construed to create between Laureate and Cytogen any
other  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.

     25. No Waiver.  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.

     26. Force Majeure.  No party shall be liable for the failure to perform its
obligations  under this Agreement if such failure is occasioned by a contingency
beyond such party's reasonable control,  including,  but not limited to, acts of
terrorism,  strikes or other labor disturbances,  lockouts,  riots, wars, fires,
floods or  storms.  A party  claiming a right to excuse  performance  under this
paragraph 26 shall  immediately  notify the other party in writing of the extent
of its inability to perform,  which notice shall specify the  occurrence  beyond
its  reasonable  control that prevents such  performance  and an estimate of the
time that the inability to perform is anticipated to last.

     27. Third Parties. No person not a party to this Agreement not an Affiliate
of a party to this Agreement  shall have or acquire any rights by reason of this
Agreement,  nor  shall  any  party  to this  Agreement  have any  obligation  or
liabilities to such other person by reason of this Agreement.


                                       37
<PAGE>

     28. Interpretation. The parties hereto acknowledge and agree that: (i) each
party and its counsel have reviewed and  negotiated  the terms and provisions of
this  Agreement  and  have  contributed  to  its  revision;   (i)  the  rule  of
construction  to the  effect  that any  ambiguities  are  resolved  against  the
drafting party shall not be employed in the  interpretation  of this  Agreement;
and (iii) the terms and provisions of this Agreement  shall be construed  fairly
as to all parties hereto and not in favor of or against any party, regardless of
which party was generally responsible for the preparation of this Agreement.

     29. Singular Terms. Except as otherwise expressly provided herein or unless
the context otherwise requires, all references to the singular shall include the
plural as well.

     30.  Headings.  The headings herein are inserted as a matter of convenience
only,  and do not define,  limit or describe the scope of this  Agreement or the
intent of the  provisions  hereof and shall not be used to interpret or construe
the terms and provisions of this Agreement.

     31. Counterparts.  This Agreement may be executed  simultaneously in two or
more counterparts,  each of which shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. The signature
of any party to any  counterpart  shall be  deemed a  signature  to,  and may be
appended to, any other counterpart.

                                       38
<PAGE>
     32.  Severability.  This  Agreement  is intended to be valid and  effective
under any applicable law and, to the extent  permissible  under  applicable law,
shall be construed in a manner to avoid  violation  of or  invalidity  under any
applicable  law.  Should any provisions of this Agreement be or become  invalid,
illegal or unenforceable  under any applicable law, the other provisions of this
Agreement  shall not be affected  and shall remain in full force and effect and,
to the extent  permissible  under  applicable law, any such invalid,  illegal or
unenforceable  provision  shall be deemed  amended  lawfully to conform with the
intent of the  parties.  Nothing  in this  paragraph  32 shall  preclude a party
hereto  from  bringing  an action for  failure of  consideration  in the event a
material  provision  of  this  Agreement  shall  be  held  invalid,  illegal  or
unenforceable.



              IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized representatives.



LAUREATE PHARMA L.P.                         CYTOGEN CORPORATION

By: Laureate Pharma Inc., its
     General Partner



By /s/ Robert Broeze                         By /s/ William F. Goeckeler
   ---------------------------------            --------------------------------
       Robert Broeze, PhD.                          William F. Goeckeler
       President                                    Vice President Research and
                                                     Development



                                       39
<PAGE>

<TABLE>
<CAPTION>
                                    Cytogen Setup Schedule - Exhibit A

Department           Activity        Work      Training      Total   Cum. Hours     Labor   Contractor    Total
----------           --------        hours     hours         Hours   ----------     Costs       Cost      Cost
                                     -----     --------      -----                  -----   ----------    -----
<S>                  <C>             <C>        <C>          <C>        <C>          <C>        <C>        <C>
Supply Chain         SOPs            4          9            13         13           [**]       [**]       [**]

                     Purchasing      120        0            120        133          [**]       [**]       [**]

Quality Control      Test Methods    102        0            102        102          [**]       [**]       [**]

                     Set-up          112        0            112        214          [**]       [**]       [**]

Quality Assurance    SOPs            64         16           80         80           [**]       [**]       [**]

                     Batch Records   16         0            16         96           [**]       [**]       [**]

                     Records         40         0            40         136          [**]       [**]       [**]
                     Management

Manufacturing -      Documentation   4          16           20         20           [**]       [**]       [**]
Conjugation
                     Preparation     52         0            52         72           [**]       [**]       [**]

Manufacturing -      Documentation   4          16           20         20           [**]       [**]       [**]
Filling Sodium
Acetate

                     Preparation     0          0            0          20           [**]       [**]       [**]

-- Filling           Documentation   4          4            8          8            [**]       [**]       [**]
ProstaScint
                     Preparation     0          0            0          8            [**]       [**]       [**]

--ProstaScint        Documentation   4          4            8          8            [**]       [**]       [**]
Media Fill
                     Preparation     8          0            8          16           [**]       [**]       [**]

--Acetate Media      Documentation   4          0            4          4            [**]       [**]       [**]
Fill

                     Preparation     0          0            0          4            [**]       [**]       [**]

Manufacturing        SOPs            28         8            36         36           [**]       [**]       [**]
-Antibody
Protection
<PAGE>

                     Batch Records   36         0            36         72           [**]       [**]       [**]

                     Equipment       0          0            0          72           [**]       [**]       [**]
                     setup

                     Area            56         0            56         128          [**]       [**]       [**]
                     preparation

Manufacturing        SOPs & MBR's    28         30           58         58           [**]       [**]       [**]
-Protein
Purification
Validation
                     Equipment       108        0            108        166          [**]       [**]       [**]
                       setup

                     Equipment       240        0            240        240          [**]       [**]       [**]

Facilities           Revise          56         0            56         56           [**]       [**]       [**]
                     renovation
                     plans

                     Relocate        24         0            24         80           [**]       [**]       [**]
                     equipment

                     Recommission    24         0            24         104          [**]       [**]       [**]
                       Rad Suite

                     Equipment       40         0            40         144          [**]       [**]       [**]
                     maint./calibration

                     SOPs/PMs        24         16           40         184          [**]       [**]       [**]

                     As-built        40         0            40         224          [**]       [**]       [**]
                     updates/documentation

                     Total                                   1361                    [**]       [**]       [**]
</TABLE>


Notes:  1)  Shaded area totals $[**] and represents set up activities outlined
        in 3(g) of the supply agreement.

        2)  Set up for primary production campaign [3(f)] of $[**] are total of
        non-shaded areas.

        3)  Primary Production Campaign set up fees payment schedule:  [**]% due
        upon contract signing; [**] due on date Laureate commences Manufacturing
        procedures under 4(b)(ii) of the Supply Agreement.









</TEXT>
</DOCUMENT>
