-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ERMJ9TldyN5ol1eeG0J6pndFg/6j2UsijY1oM68SRjPbXORFIrmVivNTSjidRbp8 f/nlgksHXQTV9WEu0Ob6IQ== 0000950136-97-001702.txt : 19971126 0000950136-97-001702.hdr.sgml : 19971126 ACCESSION NUMBER: 0000950136-97-001702 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971125 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYTOGEN CORP CENTRAL INDEX KEY: 0000725058 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 222322400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-37931 FILM NUMBER: 97727452 BUSINESS ADDRESS: STREET 1: 600 COLLEGE RD EAST CN 5308 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6099878200 MAIL ADDRESS: STREET 1: 600 COLLEGE RD EAST CN 5308 STREET 2: 600 COLLEGE RD EAST CN 5308 CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELAN CORP PLC CENTRAL INDEX KEY: 0000737572 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MONKSLAND ATHLONE STREET 2: COUNTY WESTMEATH CITY: REPUBLIC OF IRELAND STATE: L2 BUSINESS PHONE: 2127013450 MAIL ADDRESS: STREET 1: CAHILL GORDON & REINDEL STREET 2: EIGHTY PINE STREET CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* CYTOGEN CORPORATION - ------------------------------------------------------------------------------ (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.01 PER SHARE - ------------------------------------------------------------------------------ (TITLE OF CLASS OF SECURITIES) 232824 10 2 - ------------------------------------------------------------------------------ (CUSIP NUMBER) ELAN INTERNATIONAL SERVICES, LTD. C/O DAVID ROBBINS, ESQ., BROCK, FENSTERSTOCK, SILVERSTEIN & MCAULIFFE LLC ONE CITICORP CENTER, 153 EAST 53RD STREET, 56TH FLOOR, NEW YORK, N.Y. 10022 (212)371-2000 - ------------------------------------------------------------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) SEPTEMBER 26, 1996 ------------------ (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 of 5 pages SCHEDULE 13D CUSIP NO. 232824 10 2 PAGE 2 OF 5 PAGES - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elan International Services, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 7 SOLE VOTING POWER SHARES 3,717,820 shares (consisting of 932,535 BENEFICIALLY shares of Common Stock owned outright; OWNED BY a warrant to acquire up to 1,000,000 shares; EACH and up to 1,785,285 shares issuable upon REPORTING conversion of Series A Preferred Stock ). PERSON WITH 8 SHARED VOTING POWER - 0 - 9 SOLE DISPOSITIVE POWER 3,717,820 shares (see Item 7 above). 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,717,820 shares (see Item 7 above). 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.27% (based upon 51,149,000 outstanding shares of the Issuer, as reported in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 1997. 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - 2 - ITEM 1. SECURITY AND ISSUER. Common Stock, par value $.01 per share Cytogen Corporation 600 College Road East CN 5308 Princeton, NJ 08540-5308 ITEM 2. IDENTITY AND BACKGROUND. This Form 13-D is filed by Elan International Services, Ltd., a Bermuda corporation ("EIS"), 102 St. James's Court, Flatts Smiths, FL 04, Bermuda. EIS is a wholly-owned subsidiary of Elan Corporation, plc, Lincoln House, Lincoln Place, Dublin 2, Ireland, an Irish public limited company ("Elan"). During the last five years, none of the persons named above in this Item 2: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As previously disclosed, pursuant to the terms of a securities purchase agreement dated September 26, 1996 (the "Agreement"), EIS acquired (a) 932,535 shares of common stock, par value $.01 per share, of the Issuer (the "Common Stock"), (b) a warrant to purchase up to 1,000,000 shares of Common Stock at a variable exercise price(s), such price(s) to be determined based on the date(s) of exercise, if any, and (c) 1,000 shares of Series A Preferred Stock (the "Preferred Stock"), convertible into a maximum of 1,785,750 shares of Common Stock (collectively, the "Securities"), for a payment of $20 million, which was provided by EIS's general corporate funds. ITEM 4. PURPOSE OF TRANSACTION. As previously disclosed, in connection with the acquisition of the Securities as described in Item 3 above, the Issuer and EIS agreed to cause to be established a new company ("Targon"), initially to be owned by the Issuer and a certain intermediary broker. Targon has been initially capitalized with $20 million, and was established principally to develop and commercialize certain technology licensed to Targon by Elan concurrently with the sale of the Securities contemplated by the Agreement. In connection with the Agreement, on the date thereof Elan, the Issuer and Targon entered into Joint Development and Operating Agreement (the "Joint Development Agreement"), whereby Elan and the Issuer agreed to cooperate in the management of Targon and to provide research and technical assistance to Targon in connection with the development and sale of specific pharmaceutical compounds. In addition, pursuant to the terms of the Preferred Stock, the Issuer granted to EIS the right to acquire up to 500,000 shares of common stock of Targon, par value $.001 per share, in exchange for all outstanding shares of the Preferred Stock. Except as set forth above, neither EIS nor Elan has a plan or proposal which relates to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; - 3 - (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number of or term of Directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing the Common Stock to cease to be authorized to be quoted in the inter-dealer quotation system of the National Association of Securities Dealers, Inc.; (i) To have the Common Stock terminated from registration under the Securities Act of 1933; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (a) through (d): See Item 3 above. EIS has sole power to vote and sole authority to dispose or direct the dispositions of the entire amount of Common Stock reported by this Schedule 13-D. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Agreement (see Item 3 above), together with Exhibits, and the Joint Development Agreement (see Item 4 above). In addition, as previously disclosed, on June 30, 1997, Elan, EIS, the Issuer and Targon entered into a binding letter agreement (the "1997 Agreement"), whereby Elan agreed to license additional intellectual property to Targon and EIS agreed to make a loan to the Issuer in the amount of $10 million, which transactions were consummated pursuant to the terms of (a) a license agreement in respect of certain patent rights owned by Elan, (b) an unsecured promissory note repayable June 30, 1997 and (c) a note purchase agreement, each dated July 21, 1997. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on November 14, 1996, Commission File No. 0-14879). 2. The 1997 Agreement. - 4 - SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Date: November 20, 1997 Elan International Services, Ltd. By: /s/ Kevin Insley ---------------- Kevin Insley Director EX-2 2 THE 1997 AGREEMENT ELAN CORPORATION, PLC LINCOLN HOUSE, LINCOLN PLACE DUBLIN 2 IRELAND ELAN INTERNATIONAL SERVICES, LTD. 102 ST. JAMES COURT FLATTS SMITHS, FL 04 BERMUDA June 30, 1997 Cytogen Corporation 600 College Road East CN 5308 Princeton, New Jersey 08540-5308 Attention: Chief Executive Officer and Targon Corporation 307 College Road East Princeton, New Jersey 08540 Attention: Chief Executive Officer Gentlemen: This letter agreement sets forth the terms and conditions upon which (a) Elan International Services, Ltd., a Bermuda corporation ("EIS"), will lend US$10 million to Cytogen Corporation, a Delaware corporation ("Cytogen"), pursuant to a Promissory Note (the "Note") and Note Purchase Agreement (the "Note Purchase Agreement") to be entered into by EIS and Cytogen, and (b) Elan Corporation, plc, a public limited company existing under the laws of Ireland ("Elan"), will license certain intellectual property to Targon Corporation, a Delaware corporation and subsidiary of 1 Cytogen ("Targon"), each as provided herein. The parties intend that this letter agreement constitute a definitive agreement between them relating to the subject matter hereof; nonetheless, it is their intention to execute and deliver certain definitive and/or supplemental documents, as provided below, in respect of the transactions contemplated herein (the "Definitive Documents"); if executed and delivered, the Definitive Documents shall, to the extent applicable, supersede this letter agreement. The parties agree as follows: 1. Loans. On the Closing Date (as defined below), EIS shall lend to Cytogen US$10 million pursuant to the Note and Note Purchase Agreement, which shall be on customary terms and contain customary conditions for similar transactions and otherwise be reasonably satisfactory to each of EIS and Cytogen. The Note shall have a term of three years (at which time the entire principal amount thereof shall be due and payable), and shall provide that interest thereunder shall be payable in cash on a quarterly basis, in arrears, at a floating rate of interest, adjusted semi-annually, equal to the six-month Libor Rate (as set forth on the Reuters Service LIBO page), plus 1% per year. The indebtedness evidenced by the Note shall constitute senior indebtedness of Cytogen. 2. Licenses. (a) On the Closing Date, Elan shall license to Targon, on an exclusive, worldwide basis, Elan's morphine product (as described in Exhibit A). Such license shall be pursuant to a license agreement (the "License Agreement") which shall contain provisions to the effect of the provisions set forth on Exhibit A (including without limitation, payment to Elan of up-front and milestone fees as set forth therein, including an up-front fee of US$7.5 million) and contain commercially reasonable and customary terms and otherwise be reasonably satisfactory to each of Elan and Targon. (b) The parties intend that Elan shall hereafter additionally license to Targon, on an exclusive worldwide basis, Elan's medipad hydromorphone product (as described in Exhibit A). Such license shall be pursuant to a license agreement (the "Medipad License Agreement"; together with the License Agreement, the "License Agreements"), substantially in the form of the License Agreement, and containing appropriate conforming changes to the effect that such medipad hydromorphone product, rather than Elan's morphine product, shall be licensed to Targon, and other appropriate economic and other changes, including to give effect to the fact that such medipad hydromorphone product incorporates a medical device. In connection therewith, Elan (and its affiliates, including EIS), Cytogen and Targon shall enter into 2 appropriate and customary transaction agreements. In the event that the Medipad License Agreement and related documents, are not executed and delivered by the appropriate parties thereto on or prior to December 31, 1997, the provisions of this Section 2(b) shall be of no further force and effect; prior to such time, Elan shall not license or transfer any of its intellectual property rights in its medipad hydromorphone product other than (x) to one or more of its affiliates or (y) in any manner that would not materially limit the rights potentially to be licensed to Targon under this Section 2(b), without the consent of Targon. 3. Certain Conditions. (a) The following shall be conditions to Elan's and EIS's obligation to execute and deliver the Definitive Documents and consummate the transactions contemplated hereby, including the funding of all or any portion of the indebtedness evidenced by the Note and the entering into of the License Agreement (such transactions, the "Closing"; the date thereof, the "Closing Date"): (1) the Note, Note Purchase Agreement, License Agreement and other reasonable and customary documents and instruments (which are in customary form otherwise reasonably satisfactory to Elan and EIS) (collectively, the "Definitive Documents") shall have been executed and delivered by each of Cytogen and Targon, as applicable, and such documents shall be in full force and effect and there shall be no breach or default by Cytogen or Targon thereunder, (2) Cytogen's legal counsel (who may be internal counsel) shall have provided an opinion to Elan and EIS, in customary form and containing customary exceptions, to the effect of the items referred to in clauses (i), (ii) and (iv) of Section 4(a) below (as to Cytogen only), (3) there shall not have occurred from the date hereof through and including the Closing Date any material adverse change in either of Cytogen's or Targon's business or condition (financial or otherwise), (4) neither Cytogen nor Targon shall have breached or defaulted in any of its material obligations hereunder and its representations herein shall be true and correct in all material respects, as if made on each such date, (5) no consent, approval or filing (with any governmental authority or otherwise) shall be required, and all such third-party consents shall have been obtained and applicable waiting periods shall have elapsed and (6) the Closing shall have occurred on or prior to July 17, 1997. (b) The following shall be conditions to Cytogen's and Targon's obligation to execute and deliver the Definitive Documents (which are otherwise reasonably satisfactory to each) and consummate the transactions contemplated hereby, including the payment of any amounts under the License Agreement: (1) the Definitive Documents shall have been executed and delivered by Elan and EIS, as applicable, and such documents shall be in full force and effect and there shall be no breach or default 3 by such parties thereunder, (2) Elan and EIS shall not have breached or defaulted in any of their material obligations hereunder and their representations herein shall be true and correct in all material respects, as if made on each such date, and (3) no consent, approval or filing (with any governmental authority or otherwise) shall be required, and all such third-party consents shall have been obtained and applicable waiting periods shall have elapsed and (4) the Closing shall have occurred on or prior to July 17, 1997. (c) In the event that the Closing shall not have occurred on or prior to July 17, 1997 (other than as a result of a party's material breach or default hereunder, in which case, the other party, but not such breaching party, shall have the right not to consummate such transactions; it being understood that for purposes of this Section 3(c), Cytogen and Targon shall be considered one party and Elan and EIS shall be considered the other party), the transactions contemplated hereby shall be canceled and of no further force and effect; provided, that each party shall remain liable to the other for or in respect of any breach or default which shall have occurred prior to such date. (d) The conditions set forth in Sections 3(a) above (other than clause (6) thereof) and 3(b) above (other than clause (4) thereof) shall constitute conditions to the closing of the Medipad License Agreement and related transactions. 4. Representations and Certain Covenants. (a) Each of Cytogen and Targon represents to Elan and EIS the following: (i) each of Cytogen and Targon is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and each is in compliance in all material respects with all applicable laws, rules, regulations or orders relating to its business and assets; (ii) each of such entities has full corporate authority to execute and deliver this letter agreement and the Definitive Documents and to consummate the transactions contemplated hereby and thereby; this letter agreement has been duly executed and delivered and constitutes the legal and valid obligations of each of such entities and is enforceable against each in accordance with its terms; and the execution, delivery and performance of this letter agreement and the Definitive Documents and the transactions contemplated hereby and thereby will not violate or result in a default under or creation of a lien or encumbrance under Cytogen's or Targon's certificate of incorporation, by-laws or other organic documents, any material agreement or instrument binding upon or affecting them or their respective properties or assets or any applicable laws, rules, regulations or orders affecting them or their properties or assets; (iii) the financial statements of Cytogen (the 4 "Financial Statements"), as set forth in its most recent annual and quarterly filings on Forms 10-K and 10-Q, as filed with the Securities and Exchange Commission (the "SEC") have been prepared in accordance with United States generally accepted accounting principles, consistently applied and fairly present the financial condition of the Company; (iv) neither Cytogen nor Targon is in default in any material respect of its charter or by-laws, any applicable laws or regulations or any contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this letter agreement and the transactions contemplated hereby will not result in any such violation; and (v) Cytogen and Targon each owns all of its properties and assets, subject to no liens or encumbrances, other than as reflected in the Financial Statements. (b) Each of Elan and EIS represents to Cytogen and Targon the following: (i) each of Elan and EIS is duly and validly existing and in good standing (if applicable) in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and each of such entities is in compliance with all applicable laws, rules, regulations or orders relating to its business and assets; (ii) each of such entities has full corporate authority to execute and deliver this letter agreement (as applicable) and the Definitive Documents and to consummate the transactions contemplated hereby and thereby; this letter agreement has been duly executed and delivered by Elan and EIS and constitutes the legal and valid obligations of such entities and is enforceable against them in accordance with its terms and the execution, delivery and performance of this letter agreement and the Definitive Documents and the transactions contemplated hereby and thereby will not violate or result in a default under or creation of lien or encumbrance under either of such entity's memorandum and articles of association or other organic documents, any material agreement or instrument binding upon or affecting them or their properties or assets or any applicable laws, rules, regulations or orders affecting them or their properties or assets, (iii) none of such entities is in default of its memorandum and articles of association or similar organic documents, any applicable material laws or regulations or any contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this letter agreement and the transactions contemplated hereby will not result in any such violation; and (iv) Elan owns or has the right to use and license all of the Intellectual Property to be licensed under the License Agreements and has the right to use such property without restriction from third parties and, to Elan's knowledge, there are no pending or threatened challenges or litigations or re-examinations of, or relating to, such Intellectual Property. 5 (c) Neither Cytogen nor Targon shall, prior to the earlier of (x) the Closing Date and (y) the abandonment or termination of the transactions contemplated hereby, as provided in Section 3(c) above, without the prior written consent of EIS, (i) dispose of any material asset or business (including any intellectual property rights), other than in the ordinary course of business, (ii) in the case of Targon only, create, agree to or permit to exist any indebtedness or lien or encumbrance against Targon's property or assets other than as consented to by Elan, (iii) make, pay or declare any dividend or distribution to any equity holder (in such capacity) or redeem any of its capital stock, (iv) in the case of Targon only, consummate any material financing transaction, or (v) vary its business plan or practices, in any material respect, from past practices of Cytogen or Targon, as the case may be. 5. Confidentiality and Non-disclosure. From and after the date of this letter agreement and until the earlier of (x) the Closing Date and (y) the abandonment or termination of the transactions contemplated hereby, as provided in Section 3(c) above, (I) none of the parties hereto shall disclose to any person or entity (other than their respective directors, officers and agents who need to know such information in connection with the transactions contemplated hereby (each of whom to whom such disclosure is made shall be informed of this provision and in respect of whose breaches Cytogen or Targon, as applicable, shall be liable)) this letter agreement or the substance of the transactions contemplated hereby or the involvement of the other parties in the subject matter of the transactions contemplated hereby, without, in the case of proposed disclosure by Cytogen or Targon, the prior written consent of Elan or, in the case of proposed disclosure by EIS or Elan, the prior written consent of Cytogen; provided, that the foregoing covenant shall not be applicable to the extent required by applicable law or judicial or administrative process; and (II) neither Cytogen nor Targon shall conduct or continue any discussions with any person or entity relating to (x) in the case of Targon, an investment in or loan to Targon of the magnitude and scope contemplated by this letter agreement, and (y) in the case of Targon, the acquisition of any pharmaceutical or biotechnology compound, product or technology, know-how or intellectual property, except, in each case, as consented to in writing by EIS. Each party acknowledges that the others may issue a press release in respect of the transactions contemplated hereby, which shall be provided to the non-issuing parties a reasonable period of time in advance for their reasonable review. 6. Miscellaneous. This letter agreement (a) shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflicts of laws, and, in connection therewith, each party 6 consents to the exclusive jurisdiction of any federal or state court sitting in the County, City and State of New York over any dispute arising from this letter agreement; (b) shall not be assigned or delegated by either party without the consent of the other party (except that Elan and EIS shall have the right to assign or delegate such rights and/or obligations to their respective affiliates); and subject to the foregoing, shall be binding upon the parties' respective successors and assigns; (c) may be executed in counterparts and delivered by facsimile transmission; and (d) together with the Definitive Documents, constitutes the entire agreement among the parties and supersedes all prior agreements or understandings among the parties. Each party consents to the entry of an injunction or other appropriate equitable relief (in addition to other remedies at law), without the requirement to post a bond or other security, in the event of any breach or threatened breach of the terms of this letter agreement. Notices hereunder shall be given to the parties in writing to their respective addresses set forth above and shall be deemed given when received. 7 Please indicate your approval to the foregoing by signing a copy of this letter agreement where indicated below. Very truly yours, Elan Corporation, plc By:__________________________ Name: Title: Elan International Services, Ltd. By:__________________________ Name: Title: Agreed to: Cytogen Corporation By:____________________________ Name: Title: Targon Corporation By:_____________________________ Name: Title: 8 -----END PRIVACY-ENHANCED MESSAGE-----