EX10-1 SETTLEMENT AND RELEASE AGREEMENT

EXHIBIT 10.1

SETTLEMENT AND RELEASE AGREEMENT

THIS SETTLEMENT AND RELEASE AGREEMENT (the “Settlement Agreement”), made and entered into this 15th day of February, 2007, is by and between Cytogen Corporation (“Cytogen”) and Advanced Magnetics, Inc. (“AMI”)(collectively, the “Parties”).

RECITALS

WHEREAS, Cytogen and AMI currently are engaged in a dispute, and are parties to a certain civil action pending in the Superior Court Department of the Trial Court of the Commonwealth of Massachusetts (the “Court”), entitled Cytogen Corporation v. Advanced Magnetics, Inc. , Civil Action No. 06-0313-BLS2 (hereinafter the “Lawsuit”);

WHEREAS, in the Lawsuit, the Parties have asserted various claims and counterclaims against each other;

WHEREAS, the Parties deny the allegations set forth by the other in the Lawsuit;

WHEREAS, the Parties to this Settlement Agreement recognize that in order to avoid further costs and uncertainty in connection with the Lawsuit, it is in their respective best interests to compromise and thereby terminate and conclude the Lawsuit and all disputes between them.

NOW, THEREFORE, in consideration of the mutual covenants expressed herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties to this Settlement Agreement mutually agree and contract with each other, as follows:

By no later than three (3) business days following the full execution of this Settlement Agreement, AMI shall pay to Cytogen a sum total of four million U.S. dollars (USD$4,000,000.00) by certified check or wire transfer (the “Settlement Amount”).

By no later than ten (10) business days following the full execution of this Settlement Agreement, the Parties shall jointly and in writing inform ChaseMellon Shareholder Services, L.L.C. (the “Escrow

Agent”) that the License Agreement has been mutually terminated by the Parties and instruct the Escrow Agent to release and transfer to Cytogen the 50,000 shares (formerly 500,000 shares) of Cytogen stock (the "Escrow Shares"), and any dividends or other distributions comprising the Additional Escrow Fund currently being held by the Escrow Agent pursuant to the Escrow Agreement by and among Cytogen and AMI and the Escrow Agent, dated as of August 25, 2000 (the “Escrow Agreement”). If required by the Escrow Agent, Cytogen and AMI shall also execute and provide any further instructions reasonably necessary to enable Cytogen's Transfer Agent to reissue the Escrow Shares in the name of Cytogen. AMI shall also be responsible for its share of any fees previously incurred by the Escrow Agent pursuant to Section 5 of the Escrow Agreement. The Escrow Agreement shall terminate upon the transfer of the 50,000 shares of Cytogen stock to Cytogen as provided herein. Notwithstanding the preceding sentence, and subject only to this Section 2, AMI is no longer subject to any obligations under the Escrow Agreement.

Immediately following Cytogen’s receipt of the Settlement Amount, the Parties shall file with the Court a Stipulation of Dismissal with Prejudice in the form attached hereto as Exhibit A.

Effective as of the full execution of this Settlement Agreement and payment to Cytogen of the Settlement Amount pursuant to Section 1, above, in consideration of the settlement of the Lawsuit and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject only to the proviso contained in the second sentence of this Release, the Parties, on behalf of themselves and their parents, subsidiaries, affiliates, predecessors, successors and assigns, and all past and present officers, directors, employees, shareholders, agents, servants, attorneys and other representatives of any of the foregoing (including persons or entities controlling, controlled by or under common control with Cytogen or AMI), fully, finally, unconditionally, irrevocably and forever release and discharge each other, and each other’s past and present officers, directors, employees, agents, servants, attorneys, insurers, and other representatives (including but not limited to Jerome Goldstein and Michael Becker),

and all heirs, executors, administrators, predecessors, successors, affiliates and assigns of any of the foregoing (the “Released Parties”), from any and all claims, liabilities, causes of action, rights of action and actions, demands, suits, proceedings, damages, costs, fees and expenses, and any and all claims, demands and liabilities whatsoever, of every name and nature, both at law and in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”), including, without limiting the generality of the foregoing, any and all Claims which Cytogen or AMI now has or ever had against the other, including but not limited to Claims arising from or relating, directly or indirectly, to any of the allegations contained in the Complaint and/or Counterclaims filed in the Lawsuit. Notwithstanding anything to the contrary in the preceding sentence, nothing in this Release shall release Cytogen or AMI, or any of the Released Parties, for any Claim which one party may have against the other for breach of this Settlement Agreement or for any wrong or breach arising out of any act, omission or conduct which occurs after the date of this Settlement Agreement.

The monthly reports dated September 2006, November 14, 2006, December 19, 2006, January 10, 2007, and February 14, 2007 delivered by AMI to Cytogen in accordance with the terms of the License Agreement accurately reflected the status of the Combidex® Project in all material respects as of the date of such reports.

Effective immediately upon complete execution of this Settlement Agreement, the License and Marketing Agreement by and between Cytogen Corporation and Advanced Magnetics, Inc., dated August 25, 2000 (the “License Agreement”) and th