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): October 11, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 11, 2006, Cytogen Corporation ("Cytogen") announced the
execution of a license agreement with InPharma AS ("InPharma") granting Cytogen
exclusive rights for CAPHOSOL(R) in North America. CAPHOSOL, a topical oral
agent, is a prescription medical device indicated in the U.S. as an adjunct to
standard oral care in treating oral mucositis caused by radiation or high dose
chemotherapy. CAPHOSOL is also indicated for dryness of the mouth
(hyposalivation) or dryness of the throat (xerostomia) regardless of the cause
or whether the conditions are temporary or permanent.
Under the terms of the agreement, InPharma will receive upfront fees of $5
million upon the closing of the transaction and an additional $1 million payment
after six months. In addition, InPharma will receive royalties and sales-based
milestone payments. The transaction also provides Cytogen with the option to
acquire the rights to CAPHOSOL for the European and Asian markets.
Attached hereto and incorporated by reference herein as Exhibit 99.1 is a
copy of the related press release of Cytogen, dated October 11, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release of Cytogen dated October 11, 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
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Michael D. Becker
President and Chief Executive Officer
Dated: October 13, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Cytogen dated October 11, 2006