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): February 8, 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 February 8, 2006, Cytogen Corporation ("Cytogen") and Savient
Pharmaceuticals, Inc. ("Savient") announced the execution of a binding letter of
intent to negotiate a definitive 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 will pay to Savient upon
closing an upfront licensing fee of $2 million and additional contingent
sales-based milestone payments of up to a total of $4 million. Savient will also
receive royalties on net sales of SOLTAMOX. Additionally, Rosemont
Pharmaceuticals Ltd. ("Rosemont"), a wholly owned subsidiary of Savient, will
enter into a supply agreement with Cytogen for the manufacture and supply of
SOLTAMOX. Consummation of the transaction, which has been approved by the boards
of directors of both companies, is subject to a number of conditions, including
satisfactory completion of due diligence by Cytogen and negotiation and
execution of definitive licensing and supply agreements by Cytogen, Savient and
Rosemont.
These matters were announced in a press release issued February 8, 2006,
which is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release of Cytogen Corporation and Savient
Pharmaceuticals, Inc. dated February 8, 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: February 8, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Cytogen Corporation and Savient
Pharmaceuticals, Inc. dated February 8, 2006