0001104659-07-051537 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 2nd, 2007 • Cytogen Corp • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2007, between Cytogen Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 2nd, 2007 • Cytogen Corp • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 28, 2007, between Cytogen Corporation, a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT CYTOGEN CORPORATION
Cytogen Corp • July 2nd, 2007 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 29, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cytogen Corporation, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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