UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 25, 2006
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CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 22-2322400
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(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
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 750-8200
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(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 8.01 OTHER EVENTS.
On January 25, 2006, Cytogen Corporation (the "Company") announced that it
has filed a complaint against Advanced Magnetics, Inc. in the Massachusetts
Superior Court for breach of contract, fraud, unjust enrichment, and breach of
the implied covenant of good faith and fair dealing in connection with the
parties' 2000 license agreement, as amended, for both Combidex(R) and
ferumoxytol, formerly Code 7228.
These matters were announced in a press release issued January 25, 2006,
which is attached hereto as Exhibit 99.1. The Complaint with respect to these
matters is attached hereto as Exhibit 99.2.
The Company does not intend to file further current reports on Form 8-K
describing pleadings with related to this lawsuit, unless material to the
Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release of Cytogen Corporation dated January 25, 2006
99.2 Complaint filed January 25, 2006 in the Superior Court of
the Commonwealth of Massachusetts
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
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Michael D. Becker
President and Chief Executive Officer
Dated: January 25, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Cytogen Corporation dated January 25, 2006
99.2 Complaint filed January 25, 2006 in the Superior Court of
the Commonwealth of Massachusetts