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): September 10, 2004
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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 September 10, 2004, Cytogen Corporation (the "Company") entered into a
non-exclusive Manufacturing Agreement (the "Agreement") with Laureate Pharma,
L.P. ("Laureate") for the Company's ProstaScint product. All terms not
specifically defined herein shall have the meaning ascribed to them in the
Agreement.
The Agreement is effective immediately and shall terminate, unless earlier
terminated pursuant to the terms thereof, upon Laureate's completion of the
Production Campaign and shipment of the resulting products from Laureate's
Facility in Princeton, NJ. It is intended that the Agreement will provide the
Company with a sufficient supply of ProstaScint to satisfy its commercial
requirements for approximately the next four years based upon current sales
levels.
The Company has sought confidential treatment from the Securities and
Exchange Commission for certain portions of the Agreement. A copy of the
redacted Agreement is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. The foregoing description of the
Agreement is qualified in its entirety by reference to such Exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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10.1* Manufacturing Agreement dated September 10, 2004 by and
between the Company and Laureate Pharma, L.P.
* The Company has submitted an application for confidential treatment with the
Securities and Exchange Commission with respect to certain provisions contained
in this exhibit. The copy filed as an exhibit omits the information subject to
the confidentiality application.
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: September 14, 2004
EXHIBIT INDEX
Exhibit No. Description
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10.1* Manufacturing Agreement dated September 10, 2004
by and between the Company and Laureate Pharma, L.P.
* The Company has submitted an application for confidential treatment with the
Securities and Exchange Commission with respect to certain provisions contained
in this exhibit. The copy filed as an exhibit omits the information subject to
the confidentiality application.