AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into as of the 1st
day of September, 2004 by and between Cytogen Corporation, a Delaware
corporation (the "Company") and American Stock Transfer & Trust Company, a New
York banking corporation ("AST").
RECITALS
A. On or about October 19, 1998, the Company entered into an Amended and
Restated Rights Agreement (the "Rights Agreement") with Mellon Investor
Services LLC, formerly ChaseMellon Shareholder Services, L.L.C. (the
"Predecessor Agent") as rights agent.
B. The Company wishes to remove the Predecessor Agent and substitute AST as
rights agent pursuant to Section 21 of the Rights Agreement.
C. The Company has given the Predecessor Agent notice of removal of the
Predecessor Agent as rights agent.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of other
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Section 21 of the Rights Agreement is hereby amended to provide that any
successor rights agent shall, at the time of its appointment as rights
agent, have a combined capital and surplus of at least $10 million, rather
than $50 million.
2. The Company hereby appoints AST as rights agent pursuant to Section 21 of
the Rights Agreement, to serve in that capacity for the consideration and
subject to all of the terms and conditions of the Rights Agreement.
3. AST hereby accepts the appointment as rights agent pursuant to Section 21
of the Rights Agreement and agrees to serve in that capacity for the
consideration and subject to all of the terms and conditions of the Rights
Agreement.
4. From and after the effective date hereof, each and every reference in the
Rights Agreement to a "Rights Agent" shall be deemed to be a reference to
AST.
5. Section 26 of the Rights Agreement is amended to provide that notices or
demands shall be addressed as follows (until another address is filed):
If to the Company:
Cytogen Corporation
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Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
If to AST:
American Stock Transfer & Trust Company
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Attention: Corporate Trust Department
6. Except as expressly modified herein, the Rights Agreement shall remain in
full force and effect.
7. This Agreement of Substitution and Amendment may be executed in one or more
counterparts, each of which shall together constitute one and the same
document.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date indicated above.
CYTOGEN CORPORATION AMERICAN STOCK TRANSFER
& TRUST COMPANY
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President and Chief Executive Officer Vice President
