UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 21, 2006
--------------
CYTOGEN CORPORATION
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 22-2322400
---------------------------- ------------------------ ----------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
650 College Road East, CN 5308, Suite 3100, Princeton, NJ 08540
--------------------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 750-8200
--------------
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 21, 2006, Cytogen Corporation ("Cytogen") and Savient
Pharmaceuticals, Inc. ("Savient") announced the execution of a distribution
agreement granting Cytogen exclusive marketing rights for SOLTAMOX(TM)
(tamoxifen citrate) in the United States. SOLTAMOX, a cytostatic estrogen
receptor antagonist, is the first oral liquid hormonal therapy approved in the
U.S. It is indicated for the treatment of breast cancer in adjuvant and
metastatic settings and to reduce the risk of breast cancer in women with ductal
carcinoma in situ (DCIS) or with high risk of breast cancer.
Under the terms of the final transaction, Cytogen paid Savient an upfront
licensing fee of $2 million and will pay additional contingent sales-based
milestone payments of up to a total of $4 million to Savient and its wholly
owned subsidiary, Rosemont Pharmaceuticals Ltd ("Rosemont"). Savient and
Rosemont will also receive royalties on net sales of SOLTAMOX
Additionally, Cytogen has entered into a supply agreement with Rosemont for
the manufacture and supply of SOLTAMOX. Cytogen expects to launch SOLTAMOX
during the third quarter of 2006.
Attached hereto and incorporated by reference herein as Exhibit 99.1 is a
copy of the related press release of Cytogen and Savient, dated April 24, 2006.
A copy of the Exclusive Distribution Agreement and the Manufacture & Supply
Agreement will be filed as exhibits to Cytogen's upcoming quarterly Report on
Form 10-Q for the quarter ended March 31, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press Release of Cytogen and Savient dated April 24, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CYTOGEN CORPORATION
By:/s/ Michael D. Becker
-------------------------------------
Michael D. Becker
President and Chief Executive Officer
Dated: April 26, 2006
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release of Cytogen and Savient dated April 24, 2006