content: UNITED STATES
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                      ----------------------------------------
  
                                      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
                                                           ----------------
  
                                 CYTOGEN CORPORATION
  
                ----------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
         Delaware                       000-14879                  22-2322400
  ----------------------------  -------------------------      -------------------
  (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
  -------------------------------------------------------------  -----------------
                    (Address of Principal Executive Offices)        (Zip Code)
  
  
         Registrant's telephone number, including area code: (609) 750-8200
                                                             --------------
  
  
  --------------------------------------------------------------------------------
            (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))
  
  
  
  <PAGE>
  
  
  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
            -----------      -----------
  
               99.1          Press  Release  of Cytogen  Corporation  and  Savient
                             Pharmaceuticals, Inc. dated February 8, 2006
  
  
  
  <PAGE>
  
  
                                     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
                                             -------------------------------------
                                             Michael D. Becker
                                             President and Chief Executive Officer
  
  Dated:   February 8, 2006
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
            Exhibit No.      Description
            -----------      -----------
  
               99.1          Press  Release  of Cytogen  Corporation  and  Savient
                             Pharmaceuticals, Inc. dated February 8, 2006
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8-k_loi.txt", "description": "FORM 8-K LETTER OF INTENT", "secsgml_size_bytes": 5113}]
metadata_filer: {"company-data": {"conformed-name": "CYTOGEN CORP", "cik": "0000725058", "assigned-sic": "2834", "irs-number": "222322400", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14879", "film-number": "06589429"}, "business-address": {"street1": "650 COLLEGE RD EAST STE 3100", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6099878200"}, "mail-address": {"street1": "650 COLLEGE RD EAST STE 3100", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
text: UNITED STATES
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                      ----------------------------------------
  
                                      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
                                                           ----------------
  
                                 CYTOGEN CORPORATION
  
                ----------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
         Delaware                       000-14879                  22-2322400
  ----------------------------  -------------------------      -------------------
  (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
  -------------------------------------------------------------  -----------------
                    (Address of Principal Executive Offices)        (Zip Code)
  
         Registrant's telephone number, including area code: (609) 750-8200
                                                             --------------
  
  --------------------------------------------------------------------------------
            (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
            -----------      -----------
  
               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
                                             -------------------------------------
                                             Michael D. Becker
                                             President and Chief Executive Officer
  
  Dated:   February 8, 2006
  EXHIBIT INDEX
  
            Exhibit No.      Description
            -----------      -----------
  
               99.1          Press  Release  of Cytogen  Corporation  and  Savient
                             Pharmaceuticals, Inc. dated February 8, 2006