CYTOGEN CORP
EXHIBIT 10.2 WARRANT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>warrant_exh10-2.txt
<DESCRIPTION>EXHIBIT 10.2 WARRANT
<TEXT>



                          COMMON STOCK PURCHASE WARRANT

                To Purchase            Shares of Common Stock of
                            ----------

                               CYTOGEN CORPORATION

     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 after the date that is six months from the date hereof (the "Initial
                                                                         -------
Exercise  Date")  and on or  prior  to  the  close  of  business  on  the  fifth
--------------
anniversary   following   the  initial   issuance  date  of  this  Warrant  (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,  par value  $0.01 per share,  of the
       ---------------
Company (the "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).

     Section 1.  Definitions.  Capitalized  terms used and not otherwise defined
     ---------   -----------
herein shall have the meanings  set forth in that  certain  Securities  Purchase
Agreement (the "Purchase Agreement"), dated December 13, 2005, among the Company
                ------------------
and the purchasers signatory thereto.

     Section 2.  Exercise.
     ---------   --------

          a)   Exercise of Warrant. Exercise of the purchase rights  represented
               -------------------
     by this Warrant may be made, in whole or in part,  at any time or times  on
     or after the Initial Exercise Date and on or before the Termination Date by
     delivery to the Company of a duly executed  facsimile copy of the Notice of
     Exercise Form annexed hereto (or such other office or agency of the Company
     as it may  designate by notice in writing to the  registered  Holder at the
     address of such Holder  appearing on the books of the  Company);  provided,
                                                                       --------
     however,  within 5 Trading  Days of the date said  Notice  of  Exercise  is
     -------
     delivered to the Company,  if this Warrant is exercised in full, the Holder
     shall have  surrendered  this Warrant to the Company and the Company  shall
     have received payment of the aggregate Exercise Price of the shares thereby
     purchased  by wire  transfer or  cashier's  check drawn on a United  States
     bank. Notwithstanding anything herein to the contrary, the Holder shall not
     be required to physically  surrender  this Warrant to the Company until the
     Holder has purchased all of the Warrant Shares available  hereunder and the
     Warrant has been  exercised  in full.  Partial  exercises  of this  Warrant
     resulting in  purchases of a portion of the total number of Warrant  Shares
     available  hereunder  shall have the  effect of  lowering  the  outstanding
     number of Warrant  Shares  purchasable  hereunder in an amount equal to the
     applicable number of Warrant Shares  purchased.  The Holder and the Company
     shall maintain  records showing the number of Warrant Shares  purchased and
     the date of such purchases.  The Company shall deliver any objection to any
     Notice of Exercise Form within 1 Business Day of receipt of such notice.


                                       1
<PAGE>


In the event of any dispute or  discrepancy,  the records of the Holder shall be
controlling and  determinative  in the absence of manifest error. The Holder and
any assignee,  by acceptance  of this  Warrant,  acknowledge  and agree that, by
reason of the provisions of this paragraph,  following the purchase of a portion
of the Warrant  Shares  hereunder,  the number of Warrant  Shares  available for
purchase  hereunder at any given time may be less than the amount  stated on the
face hereof.

          b)   Exercise Price. The exercise price of the Common Stock under this
               --------------
     Warrant shall be $4.25,  subject to  adjustment  hereunder  (the  "Exercise
                                                                        --------
     Price").
     -----

          c)   Exercise with Unregistered Shares; Cashless  Exercise.  If at any
               -----------------------------------------------------
     time  during  the  term  of  this  Warrant  either  there  is no  effective
     Registration Statement registering, or no current prospectus available for,
     the resale of the Warrant Shares by the Holder,  then this Warrant may also
     be exercised at such time by (i)  receiving  unregistered  shares of Common
     Stock of the Company upon such  exercise  pursuant to Section 2(a), or (ii)
     means of a  "cashless  exercise"  in which the Holder  shall be entitled to
     receive a certificate for the number of Warrant Shares (it being understood
     and agreed to by the parties  hereto  that the shares may be  unregistered)
     equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

          (A) = the VWAP on the  Trading Day  immediately preceding  the date of
                such election;

          (B) = the Exercise Price of this Warrant, as adjusted; and

          (X) = the  number of  Warrant Shares  issuable upon  exercise of  this
                Warrant in accordance with the terms of this Warrant by means of
                a cash exercise rather than a cashless exercise.



          d)   Exercise Limitations.
               --------------------

               i.    Holder's Restrictions.  The Company  shall not  effect  any
                     ---------------------
          exercise  of this  Warrant,  and a Holder  shall not have the right to
          exercise  any portion of this  Warrant,  pursuant  to Section  2(c) or
          otherwise,  to the extent that after  giving  effect to such  issuance
          after exercise,  such Holder (together with such Holder's  affiliates,
          and any other person or entity  acting as a group  together  with such
          Holder  or any of  such  Holder's  affiliates),  as set  forth  on the
          applicable Notice of Exercise, would beneficially own in excess of the
          Beneficial  Ownership  Limitation (as defined below).  For purposes of
          the  foregoing  sentence,   the  number  of  shares  of  Common  Stock
          beneficially owned by such Holder and its affiliates shall include the
          number of  shares  of Common  Stock  issuable  upon  exercise  of this
          Warrant with respect to which the  determination  of such  sentence is
          being made,  but shall  exclude  the number of shares of Common  Stock
          which  would  be  issuable   upon  (A)  exercise  of  the   remaining,
          nonexercised portion of this Warrant beneficially owned by such Holder
          or any of its affiliates and (B)


                                       2
<PAGE>


          exercise or conversion of the unexercised or  nonconverted  portion of
          any other securities of the Company  (including,  without  limitation,
          any other  Preferred  Stock or Warrants)  subject to a  limitation  on
          conversion or exercise  analogous to the limitation  contained  herein
          beneficially owned by such Holder or any of its affiliates.  Except as
          set forth in the  preceding  sentence,  for  purposes of this  Section
          2(d),  beneficial  ownership  shall be calculated  in accordance  with
          Section  13(d)  of the  Exchange  Act and the  rules  and  regulations
          promulgated  thereunder,  it being  acknowledged  by a Holder that the
          Company is not representing to such Holder that such calculation is in
          compliance  with Section  13(d) of the Exchange Act and such Holder is
          solely   responsible  for  any  schedules  required  to  be  filed  in
          accordance  therewith.  To the extent that the limitation contained in
          this Section 2(d) applies,  the  determination of whether this Warrant
          is exercisable (in relation to other  securities owned by such Holder)
          and of which a portion of this Warrant is exercisable  shall be in the
          sole  discretion  of a  Holder,  and the  submission  of a  Notice  of
          Exercise shall be deemed to be each Holder's  determination of whether
          this Warrant is exercisable (in relation to other  securities owned by
          such Holder) and of which portion of this Warrant is  exercisable,  in
          each case subject to such  aggregate  percentage  limitation,  and the
          Company  shall have no obligation to verify or confirm the accuracy of
          such  determination.  In  addition,  a  determination  as to any group
          status as  contemplated  above shall be determined in accordance  with
          Section  13(d)  of the  Exchange  Act and the  rules  and  regulations
          promulgated  thereunder.   For  purposes  of  this  Section  2(d),  in
          determining the number of outstanding shares of Common Stock, a Holder
          may rely on the  number  of  outstanding  shares  of  Common  Stock as
          reflected in (x) the Company's  most recent Form 10-Q or Form 10-K, as
          the case may be, (y) a more recent public  announcement by the Company
          or (z) any other notice by the Company or the Company's Transfer Agent
          setting forth the number of shares of Common Stock  outstanding.  Upon
          the  written or oral  request of a Holder,  the Company  shall  within
          three  Trading Days  confirm  orally and in writing to such Holder the
          number of shares of Common Stock then  outstanding.  In any case,  the
          number of outstanding shares of Common Stock shall be determined after
          giving  effect to the  conversion  or  exercise of  securities  of the
          Company,  including  this  Warrant,  by such Holder or its  affiliates
          since the date as of which such number of outstanding shares of Common
          Stock was reported.  The "Beneficial  Ownership  Limitation"  shall be
          4.99%  of the  number  of  shares  of  the  Common  Stock  outstanding
          immediately  after  giving  effect to the issuance of shares of Common
          Stock issuable upon exercise of this Warrant. The Beneficial Ownership
          Limitation  provisions  of this  Section  2(d) may be  waived  by such
          Holder,  at the election of such  Holder,  upon not less than 61 days'
          prior  notice  to the  Company  to  change  the  Beneficial  Ownership
          Limitation  to 9.99% of the  number  of  shares  of the  Common  Stock
          outstanding  immediately after giving effect to the issuance of shares
          of Common Stock upon exercise of this Warrant,  and the  provisions of
          this  Section  2(d) shall  continue to apply.  Upon such a change by a
          Holder  of  the  Beneficial   Ownership  Limitation  from  such  4.99%
          limitation  to  such  9.99%  limitation,   the  Beneficial   Ownership
          Limitation  may not be waived by such Holder.  The  provisions of this
          paragraph shall be implemented in a manner


                                       3
<PAGE>


          otherwise  than in strict  conformity  with the terms of this  Section
          2(d) to correct this  paragraph  (or any portion  hereof) which may be
          defective  or  inconsistent  with the  intended  Beneficial  Ownership
          Limitation   herein  contained  or  to  make  changes  or  supplements
          necessary or desirable to properly give effect to such limitation. The
          limitations  contained  in this  paragraph  shall apply to a successor
          holder of this Warrant.

               ii.   Trading   Market  Restrictions.  If  the  Company  has  not
                     ------------------------------
          obtained Shareholder Approval (as defined below), then the Company may
          not issue upon exercise  of this Warrant a number  of shares of Common
          Stock,  which,  when aggregated with any shares of Common Stock issued
          pursuant to the Purchase  Agreement and upon prior exercise of this or
          any other Warrant  issued  pursuant to the Purchase  Agreement,  would
          exceed 19.999% of the number of shares of Common Stock  outstanding on
          the Trading Day immediately preceding the Closing Date (such number of
          shares, the "Issuable Maximum").  If on any attempted exercise of this
                       ----------------
          Warrant,  the  issuance of Warrant  Shares  would  exceed the Issuable
          Maximum and the Company shall not have previously obtained the vote of
          shareholders  to approve  the  issuance  of shares of Common  Stock in
          excess of the  Issuable  Maximum  pursuant  to the terms  hereof  (the
          "Shareholder  Approval"),  then the Company  shall issue to the Holder
           ---------------------
          requesting a Warrant  exercise such number of Warrant Shares as may be
          issued below the Issuable  Maximum and,  with respect to the remainder
          of the aggregate  number of Warrant Shares,  this Warrant shall not be
          exercisable until and unless Shareholder Approval has been obtained.

          e) Mechanics of Exercise.
             ---------------------

               i.    Authorization of Warrant Shares. The Company covenants that
                     -------------------------------
          all  Warrant  Shares  which may be  issued  upon the  exercise  of the
          purchase rights represented by this Warrant will, upon exercise of the
          purchase  rights  represented  by this  Warrant,  be duly  authorized,
          validly issued,  fully paid and nonassessable and free from all taxes,
          liens and charges in respect of the issue thereof (other than taxes in
          respect of any transfer occurring contemporaneously with such issue).

               ii.   Delivery of Certificates  Upon Exercise.  Certificates  for
                     ---------------------------------------
          shares purchased  hereunder shall be transmitted by the transfer agent
          of the Company to the Holder by crediting  the account of the Holder's
          prime broker with the  Depository  Trust  Company  through its Deposit
          Withdrawal  Agent  Commission  ("DWAC")  system  if the  Company  is a
                                           ----
          participant in such system, and otherwise by physical delivery to  the
          address specified by the Holder in the Notice of Exercise within three
          Trading  Days  from the  delivery  to the  Company  of the  Notice  of
          Exercise Form,  surrender of this Warrant (if required) and payment of
          the  aggregate  Exercise  Price as set  forth  above  ("Warrant  Share
                                                                  --------------
          Delivery  Date").  This Warrant shall be deemed to have been exercised
          --------------
          on the date the Exercise Price is received by the Company. The Warrant
          Shares  shall be deemed to have been  issued,  and Holder or any other
          person  so  designated  to be named  therein  shall be  deemed to have
          become a holder of record of such shares for all  purposes,


                                       4
<PAGE>


          as of the date  the  Warrant  has been  exercised  by  payment  to the
          Company of the Exercise Price and all taxes required to be paid by the
          Holder, if any, pursuant to Section 2(e)(vii) prior to the issuance of
          such shares, have been paid.

               iii.  Delivery of New  Warrants  Upon  Exercise.  If this Warrant
                     -----------------------------------------
          shall have been exercised in part,  the Company shall,  at the request
          of a Holder and upon  surrender  of this Warrant  certificate,  at the
          time of  delivery  of the  certificate  or  certificates  representing
          Warrant Shares,  deliver to Holder a new Warrant evidencing the rights
          of Holder to purchase the  unpurchased  Warrant  Shares  called for by
          this  Warrant,  which  new  Warrant  shall in all  other  respects  be
          identical with this Warrant.

               iv.   Rescission  Rights.  If  the  Company  fails  to  cause its
                     ------------------
          transfer agent to transmit to the Holder a certificate or certificates
          representing  the Warrant Shares pursuant to this Section  2(e)(iv) by
          the Warrant Share Delivery  Date,  then the Holder will have the right
          to rescind such exercise.

               v.    No  Fractional Shares  or Scrip. No  fractional  shares  or
                     -------------------------------
          scrip representing fractional shares shall be issued upon the exercise
          of this  Warrant.  As to any  fraction of a share which  Holder  would
          otherwise  be  entitled to purchase  upon such  exercise,  the Company
          shall pay a cash  adjustment  in respect of such final  fraction in an
          amount equal to such fraction multiplied by the Exercise Price.

               vi.   Charges, Taxes and Expenses.  Issuance of certificates  for
                     ---------------------------
          Warrant  Shares  shall be made  without  charge to the  Holder for any
          issue or transfer  tax or other  incidental  expense in respect of the
          issuance of such certificate, all of which taxes and expenses shall be
          paid by the Company, and such certificates shall be issued in the name
          of the  Holder  or in such  name or  names as may be  directed  by the
          Holder; provided,  however, that in the event certificates for Warrant
                  --------   -------
          Shares are to be issued in a name  other than the name of the  Holder,
          this Warrant when surrendered for exercise shall be accompanied by the
          Assignment Form attached  hereto duly executed by the Holder;  and the
          Company  may  require,  as a condition  thereto,  the payment of a sum
          sufficient  to reimburse it for any transfer tax  incidental  thereto.

               vii.  Closing  of  Books.   The  Company   will  not  close   its
                     ------------------
          stockholder  books or records in any manner which  prevents the timely
          exercise of this Warrant, pursuant to the terms hereof.

     Section 3. Certain Adjustments.
     ---------  -------------------

          a)   Stock Dividends and Splits. If  the  Company,  at any  time while
               --------------------------
     this Warrant is  outstanding: (A) pays a stock dividend or otherwise make a
     distribution  or  distributions  on shares of its Common Stock or any other
     equity or equity  equivalent  securities  payable in shares of Common Stock
     (which,  for  avoidance  of doubt,  shall not  include any shares of Common
     Stock  issued by the Company  pursuant  to this  Warrant),


                                       5
<PAGE>


     (B) subdivides  outstanding  shares of Common Stock into a larger number of
     shares, (C) combines  (including by way of reverse stock split) outstanding
     shares of Common  Stock into a smaller  number of shares,  or (D) issues by
     reclassification  of shares of the Common Stock any shares of capital stock
     of the Company, then in each case the Exercise Price shall be multiplied by
     a fraction of which the  numerator  shall be the number of shares of Common
     Stock (excluding  treasury shares, if any) outstanding  immediately  before
     such  event and of which the  denominator  shall be the number of shares of
     Common  Stock  outstanding  immediately  after such event and the number of
     shares  issuable  upon  exercise of this Warrant  shall be  proportionately
     adjusted.  Any  adjustment  made pursuant to this Section 3(a) shall become
     effective  immediately  after  the  record  date for the  determination  of
     stockholders  entitled to receive such dividend or  distribution  and shall
     become  effective  immediately  after the  effective  date in the case of a
     subdivision, combination or re-classification.

          b)   Pro Rata Distributions.  If the Company, at any time prior to the
               ----------------------
     Termination  Date, shall distribute to all holders of Common Stock (and not
     to  Holders  of the  Warrants)  evidences  of its  indebtedness  or  assets
     (including  cash and cash dividends) or rights or warrants to subscribe for
     or purchase any  security  other than the Common  Stock,  then in each such
     case the Exercise Price shall be adjusted by multiplying the Exercise Price
     in effect  immediately  prior to the record date fixed for determination of
     stockholders  entitled to receive such  distribution by a fraction of which
     the  denominator  shall  be  the  VWAP  determined  as of the  record  date
     mentioned  above,  and of which  the  numerator  shall be such VWAP on such
     record date less the then per share fair  market  value at such record date
     of the portion of such assets or evidence of  indebtedness  so  distributed
     applicable  to one  outstanding  share of the Common Stock as determined by
     the Board of Directors in good faith. In either case the adjustments  shall
     be described in a statement provided to the Holder of the portion of assets
     or evidences of  indebtedness  so distributed or such  subscription  rights
     applicable  to one share of Common  Stock.  Such  adjustment  shall be made
     whenever  any  such   distribution  is  made  and  shall  become  effective
     immediately after the record date mentioned above.

          c)   Fundamental Transaction.  If, at any time while  this  Warrant is
               -----------------------
     outstanding,  (A) the Company  effects any merger or  consolidation  of the
     Company with or into another  Person,  (B) the Company  effects any sale of
     all or  substantially  all of its  assets  in one or a  series  of  related
     transactions,  (C) any  tender  offer or  exchange  offer  (whether  by the
     Company or another Person) is completed pursuant to which holders of Common
     Stock  are  permitted  to  tender  or  exchange   their  shares  for  other
     securities,   cash  or   property,   or  (D)  the   Company   effects   any
     reclassification  of the  Common  Stock or any  compulsory  share  exchange
     pursuant  to which  the  Common  Stock  is  effectively  converted  into or
     exchanged  for other  securities,  cash or  property  (in any such case,  a
     "Fundamental  Transaction"),  then,  upon any  subsequent  exercise of this
      ------------------------
     Warrant, the Holder shall have the right to receive, for each Warrant Share
     that would have been issuable upon such exercise  immediately  prior to the
     occurrence of such  Fundamental  Transaction,  at the option of the Holder,
     (a) upon exercise of this Warrant,  the number of shares of Common Stock of
     the  successor or  acquiring  corporation  or of the Company,  if it is the
     surviving  corporation,  and any additional  consideration  (the "Alternate
                                                                       ---------
     Consideration")  receivable  upon or as a  result  of such  reorganization,
     -------------
     reclassification,


                                       6
<PAGE>


     merger, consolidation or disposition of assets by a Holder of the number of
     shares of Common  Stock for which this Warrant is  exercisable  immediately
     prior  to such  event  or (b) if the  Company  is  acquired  in an all cash
     transaction,  cash  equal to the value of this  Warrant  as  determined  in
     accordance with the Black-Scholes  option pricing formula.  For purposes of
     any  such  exercise,  the  determination  of the  Exercise  Price  shall be
     appropriately  adjusted to apply to such Alternate  Consideration  based on
     the amount of Alternate  Consideration  issuable in respect of one share of
     Common  Stock  in  such  Fundamental  Transaction,  and the  Company  shall
     apportion  the  Exercise  Price  among  the  Alternate  Consideration  in a
     reasonable manner reflecting the relative value of any different components
     of the  Alternate  Consideration.  If holders of Common Stock are given any
     choice  as  to  the  securities,  cash  or  property  to be  received  in a
     Fundamental Transaction,  then the Holder shall be given the same choice as
     to the  Alternate  Consideration  it  receives  upon any  exercise  of this
     Warrant following such Fundamental Transaction.  To the extent necessary to
     effectuate  the  foregoing  provisions,  any  successor  to the  Company or
     surviving entity in such Fundamental  Transaction shall issue to the Holder
     a new warrant  consistent with the foregoing  provisions and evidencing the
     Holder's right to exercise such warrant into Alternate  Consideration.  The
     terms of any  agreement  pursuant  to which a  Fundamental  Transaction  is
     effected  shall  include terms  requiring  any such  successor or surviving
     entity to comply with the provisions of this Section 3(c) and insuring that
     this Warrant (or any such replacement  security) will be similarly adjusted
     upon any subsequent transaction analogous to a Fundamental Transaction.

          d)   Calculations. All calculations under this Section 3 shall be made
               ------------
     to the nearest cent or the nearest  1/100th of a share, as the case may be.
     For purposes of this Section 3, the number of shares of Common Stock deemed
     to be issued  and  outstanding  as of a given  date shall be the sum of the
     number of shares of Common Stock (excluding treasury shares, if any) issued
     and outstanding.

          e)   Voluntary  Adjustment By Company.  Subject  to the  rules  of The
               --------------------------------
     NASDAQ Stock Market, Inc. and applicable federal and state securities rules
     and  regulations,  the  Company  may at any  time  during  the term of this
     Warrant  reduce the then current  Exercise  Price to any amount and for any
     period of time deemed appropriate by the Board of Directors of the Company,
     without the approval by the Holders.

          f)   Notice to Holders.
               -----------------

               i.    Adjustment to Exercise  Price.  Whenever the Exercise Price
                     -----------------------------
          is adjusted  pursuant to this  Section 3, the Company  shall  promptly
          mail to each Holder a notice  setting  forth the Exercise  Price after
          such  adjustment  and  setting  forth a brief  statement  of the facts
          requiring such adjustment.

               ii.   Notice to  Allow Exercise  by Holder.  If  (A) the  Company
                     ------------------------------------
          shall  declare a dividend  (or any other  distribution)  on the Common
          Stock;  (B) the  Company  shall  declare a special  nonrecurring  cash
          dividend on or a redemption of the Common Stock; (C) the Company shall
          authorize  the  granting to all holders of the Common  Stock rights or
          warrants to


                                       7
<PAGE>


          subscribe  for or purchase any shares of capital stock of any class or
          of any rights;  (D) the  approval of any  stockholders  of the Company
          shall be  required  in  connection  with any  reclassification  of the
          Common Stock,  any  consolidation  or merger to which the Company is a
          party, any sale or transfer of all or substantially  all of the assets
          of the Company,  of any compulsory  share exchange  whereby the Common
          Stock is converted into other  securities,  cash or property;  (E) the
          Company  shall  authorize the  voluntary or  involuntary  dissolution,
          liquidation or winding up of the affairs of the Company; then, in each
          case,  the Company  shall cause to be mailed to the Holder at its last
          address as it shall  appear upon the Warrant  Register of the Company,
          at least 20 calendar days prior to the applicable  record or effective
          date hereinafter  specified,  a notice stating (x) the date on which a
          record is to be taken for the purpose of such dividend,  distribution,
          redemption, rights or warrants, or if a record is not to be taken, the
          date as of which  the  holders  of the  Common  Stock of  record to be
          entitled  to  such  dividend,  distributions,  redemption,  rights  or
          warrants  are  to  be  determined  or  (y)  the  date  on  which  such
          reclassification,  consolidation,  merger,  sale,  transfer  or  share
          exchange is expected to become  effective or close, and the date as of
          which it is expected  that holders of the Common Stock of record shall
          be  entitled  to  exchange  their  shares  of  the  Common  Stock  for
          securities,   cash   or   other   property   deliverable   upon   such
          reclassification,  consolidation,  merger,  sale,  transfer  or  share
          exchange;  provided that the failure to mail such notice or any defect
          therein or in the mailing thereof shall not affect the validity of the
          corporate  action required to be specified in such notice.  The Holder
          is  entitled  to  exercise  this  Warrant  during  the  20-day  period
          commencing  on the date of such  notice to the  effective  date of the
          event triggering such notice.

     Section 4. Transfer of Warrant.
     ---------  -------------------

          a)   Transferability.   This Warrant  and  all  rights  hereunder  are
               ---------------
     transferable,  subject to applicable  federal and state securities laws, in
     whole or in part, upon surrender of this Warrant at the principal office of
     the  Company,   together   with  a  written   assignment  of  this  Warrant
     substantially  in the form  attached  hereto duly executed by the Holder or
     its  agent or  attorney  and funds  sufficient  to pay any  transfer  taxes
     payable  upon the making of such  transfer.  Upon such  surrender  and,  if
     required, such payment, the Company shall execute and deliver a new Warrant
     or  Warrants  in  the  name  of  the  assignee  or  assignees  and  in  the
     denomination or  denominations  specified in such instrument of assignment,
     and shall  issue to the  assignor a new Warrant  evidencing  the portion of
     this Warrant not so assigned, and this Warrant shall promptly be cancelled.
     A Warrant,  if properly assigned,  may be exercised by a new holder for the
     purchase of Warrant Shares without having a new Warrant issued.

          b)   New Warrants.  This Warrant may be divided or combined with other
               ------------
     Warrants upon  presentation  hereof at the aforesaid office of the Company,
     together with a written notice  specifying the names and  denominations  in
     which new Warrants are to be


                                       8
<PAGE>


     issued,  signed  by the  Holder  or  its  agent  or  attorney.  Subject  to
     compliance  with Section 4(a), as to any transfer  which may be involved in
     such division or  combination,  the Company shall execute and deliver a new
     Warrant or Warrants  in exchange  for the Warrant or Warrants to be divided
     or combined in accordance with such notice.

          c)   Warrant  Register. The Company shall register this Warrant,  upon
               -----------------
     records to be  maintained  by the Company for that  purpose  (the  "Warrant
                                                                         -------
     Register"),  in the name of the record Holder hereof from time to time. The
     --------
     Company  may deem and treat the  registered  Holder of this  Warrant as the
     absolute  owner  hereof  for the  purpose  of any  exercise  hereof  or any
     distribution  to the  Holder,  and for all other  purposes,  absent  actual
     notice to the contrary.

     Section 5. Miscellaneous.
     ---------  -------------

          a)   Title to Warrant.  Prior to the Termination  Date and  subject to
               ----------------
     compliance with applicable laws and Section 4 of this Warrant, this Warrant
     and all rights  hereunder  are  transferable,  in whole or in part,  at the
     office  or  agency  of the  Company  by the  Holder  in  person  or by duly
     authorized  attorney,  upon  surrender  of this Warrant  together  with the
     Assignment Form annexed hereto properly endorsed.

          b)   No Rights as Shareholder  Until Exercise.  This  Warrant does not
               ----------------------------------------
     entitle the Holder to any voting rights or other rights as a shareholder of
     the  Company  prior to the  exercise  hereof.  Upon the  surrender  of this
     Warrant and the payment of the aggregate  Exercise  Price (or by means of a
     cashless exercise),  the Warrant Shares so purchased shall be and be deemed
     to be issued to such  Holder as the record  owner of such  shares as of the
     close of business on the later of the date of such surrender or payment.

          c)   Loss, Theft,  Destruction or Mutilation  of Warrant.  The Company
               ---------------------------------------------------
     covenants  that  upon  receipt  by  the  Company  of  evidence   reasonably
     satisfactory  to it of the loss,  theft,  destruction or mutilation of this
     Warrant or any stock  certificate  relating to the Warrant  Shares,  and in
     case of loss,  theft or  destruction,  of indemnity or security  reasonably
     satisfactory  to it (which,  in the case of the Warrant,  shall not include
     the  posting of any bond),  and upon  surrender  and  cancellation  of such
     Warrant or stock  certificate,  if  mutilated,  the  Company  will make and
     deliver a new  Warrant or stock  certificate  of like tenor and dated as of
     such cancellation, in lieu of such Warrant or stock certificate.

          d)   Saturdays, Sundays, Holidays, etc. If  the last or  appointed day
               ---------------------------------
     for the taking of any action or the  expiration  of any right  required  or
     granted herein shall be a Saturday,  Sunday or a legal  holiday,  then such
     action may be taken or such right may be exercised  on the next  succeeding
     day not a Saturday, Sunday or legal holiday.

          e)   Authorized Shares.
               -----------------

          The  Company   covenants   that  during  the  period  the  Warrant  is
     outstanding,  it will reserve from its authorized and unissued Common Stock
     a  sufficient  number of shares to provide for the  issuance of the Warrant
     Shares upon the exercise of any purchase  rights  under this  Warrant.  The
     Company further


                                       9
<PAGE>


     covenants that its issuance of this Warrant shall constitute full authority
     to  its  officers  who  are  charged  with  the  duty  of  executing  stock
     certificates  to  execute  and issue  the  necessary  certificates  for the
     Warrant Shares upon the exercise of the purchase rights under this Warrant.
     The Company  will take all such  reasonable  action as may be  necessary to
     assure that such Warrant  Shares may be issued as provided  herein  without
     violation of any applicable law or regulation,  or of any  requirements  of
     the Trading Market upon which the Common Stock may be listed.

          Except and to the extent as waived or consented to by the Holder,  the
     Company shall not by any action,  including,  without limitation,  amending
     its certificate of incorporation or through any reorganization, transfer of
     assets, consolidation,  merger, dissolution, issue or sale of securities or
     any  other  voluntary  action,  avoid or seek to avoid  the  observance  or
     performance  of any of the terms of this Warrant,  but will at all times in
     good faith  assist in the  carrying out of all such terms and in the taking
     of all such  actions as may be  necessary  or  appropriate  to protect  the
     rights of Holder as set forth in this Warrant against  impairment.  Without
     limiting the generality of the foregoing, the Company will (a) not increase
     the par value of any Warrant Shares above the amount payable  therefor upon
     such exercise immediately prior to such increase in par value, (b) take all
     such action as may be  necessary or  appropriate  in order that the Company
     may validly and legally issue fully paid and  nonassessable  Warrant Shares
     upon the  exercise of this  Warrant,  and (c) use  commercially  reasonable
     efforts to obtain all such authorizations,  exemptions or consents from any
     public regulatory body having  jurisdiction  thereof as may be necessary to
     enable the Company to perform its obligations under this Warrant.

          Before  taking any action which would result in an  adjustment  in the
     number of Warrant  Shares for which this Warrant is  exercisable  or in the
     Exercise  Price,  the  Company  shall  obtain  all such  authorizations  or
     exemptions  thereof,  or consents  thereto,  as may be  necessary  from any
     public regulatory body or bodies having jurisdiction thereof.

          f)   Jurisdiction.   All   questions  concerning   the   construction,
               ------------
     validity,   enforcement  and   interpretation  of  this  Warrant  shall  be
     determined in accordance with the provisions of the Purchase Agreement.

          g)   Restrictions.  The Holder acknowledges  that the  Warrant  Shares
               ------------
     acquired upon the exercise of this Warrant,  if not  registered,  will have
     restrictions upon resale imposed by state and federal securities laws.

          h)   Nonwaiver and  Expenses.  No  course of  dealing  or any delay or
               -----------------------
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies,  notwithstanding  the fact that all rights hereunder terminate on
     the  Termination  Date. If the Company  willfully  and  knowingly  fails to
     comply with any  provision of this  Warrant,  which results in any material
     damages to the  Holder,  the Company  shall pay to Holder  such  amounts as
     shall


                                       10
<PAGE>


     be  sufficient to cover any costs and expenses  including,  but not limited
     to, reasonable  attorneys' fees, including those of appellate  proceedings,
     incurred by Holder in  collecting  any amounts  due  pursuant  hereto or in
     otherwise enforcing any of its rights, powers or remedies hereunder.

          i)   Notices.  Any  notice, request  or  other  document  required  or
               -------
     permitted to be given or  delivered  to the Holder by the Company  shall be
     delivered  in  accordance  with  the  notice  provisions  of  the  Purchase
     Agreement.

          j)  Limitation of Liability.  No provision  hereof,  in the absence of
              -----------------------
     any  affirmative  action by Holder to  exercise  this  Warrant or  purchase
     Warrant  Shares,  and no enumeration  herein of the rights or privileges of
     Holder,  shall give rise to any liability of Holder for the purchase  price
     of any  Common  Stock or as a  stockholder  of the  Company,  whether  such
     liability is asserted by the Company or by creditors of the Company.

          k)   Remedies.  Holder, in addition to being  entitled to exercise all
               --------
     rights granted by law, including  recovery of damages,  will be entitled to
     specific  performance of its rights under this Warrant.  The Company agrees
     that  monetary  damages  would not be  adequate  compensation  for any loss
     incurred by reason of a breach by it of the  provisions of this Warrant and
     hereby  agrees to waive the defense in any action for specific  performance
     that a remedy at law would be adequate.

          l)   Successors and Assigns.  Subject to  applicable  securities laws,
               ----------------------
     this Warrant and the rights and obligations evidenced hereby shall inure to
     the benefit of and be binding  upon the  successors  of the Company and the
     successors and permitted assigns of Holder.  The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant  and shall be  enforceable  by any such Holder or holder of Warrant
     Shares.

          m)   Amendment.  This Warrant  may  be  modified  or  amended  or  the
               ---------
     provisions  hereof  waived with the written  consent of the Company and the
     Holder.

          n)   Severability.  Wherever  possible, each provision of this Warrant
               ------------
     shall be  interpreted  in such  manner as to be  effective  and valid under
     applicable law, but if any provision of this Warrant shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent  of  such  prohibition  or  invalidity,   without  invalidating  the
     remainder of such provisions or the remaining provisions of this Warrant.

          o)   Headings.  The  headings  used  in  this  Warrant  are  for   the
               --------
     convenience of reference  only and shall not, for any purpose,  be deemed a
     part of this Warrant.


                              ********************




                                       11
<PAGE>


     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated:  December    , 2005
                 ---



                                CYTOGEN CORPORATION


                                By:
                                   --------------------------------------
                                   Name:
                                   Title:






                                       12
<PAGE>


                               NOTICE OF EXERCISE

TO:  CYTOGEN CORPORATION

     (1) The undersigned  hereby elects to purchase            Warrant Shares of
                                                     ---------
the Company  pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

     (2)  Payment shall take the form of (check applicable box):

                   [  ] in lawful money of the United States; or

                   [  ] the cancellation of such number of Warrant Shares  as is
                        necessary, in  accordance with the formula set  forth in
                        subsection 2(c), to  exercise this Warrant  with respect
                        to  the  maximum number of  Warrant  Shares  purchasable
                        pursuant to the cashless exercise procedure set forth in
                        subsection 2(c).

     (3)  Please  issue a  certificate or certificates representing said Warrant
Shares  in the name  of the undersigned  or in such  other name as  is specified
below:


                ---------------------------------------


The Warrant Shares shall be delivered to the following:


                ---------------------------------------


                ---------------------------------------


                ---------------------------------------




<PAGE>


                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


                                                whose address is
-----------------------------------------------


--------------------------------------------------------------------------.






--------------------------------------------------------------------------

                                              Dated:
                                                    --------------------, ------


                      Holder's Signature:
                                           ----------------------------------


                      Holder's Address:    ----------------------------------


                                           ----------------------------------



Signature Guaranteed:
                     -------------------------------------



NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.



<PAGE>


                             Schedule of Purchasers
                             ----------------------

<TABLE>
<CAPTION>

Name                           Number of Shares           Number of Warrants            Purchase Price
----                           ----------------           ------------------            --------------

-------------------------------------------------------------------------------------------------------------
<S>                                 <C>                         <C>                      <C>
Iroquois Master Fund, Ltd.          250,000                     62,500                   $890,000.00
-------------------------------------------------------------------------------------------------------------
RAQ, LLC                             75,000                     18,750                   $267,000.00
-------------------------------------------------------------------------------------------------------------
Valesco Healthcare
 Partners I, LP                      20,250                      5,063                    $72,090.00
-------------------------------------------------------------------------------------------------------------
Valesco Healthcare
 Partners II, LP                     24,000                      6,000                    $85,440.00
-------------------------------------------------------------------------------------------------------------
Valesco Healthcare
 Overseas Fund, Ltd                  30,750                      7,688                   $109,470.00
-------------------------------------------------------------------------------------------------------------
Cranshire Capital, L.P.           1,000,000                    250,000                 $3,560,000.00
-------------------------------------------------------------------------------------------------------------
Bristol Investment
 Fund, Ltd.                         200,000                     50,000                   $712,000.00
-------------------------------------------------------------------------------------------------------------
Perceptive Life Sciences Master
 Fund Ltd.                          500,000                    125,000                 $1,780,000.00
-------------------------------------------------------------------------------------------------------------
Smithfield Fiduciary
 LLC                              1,629,556                    407,389                 $5,801,219.36
-------------------------------------------------------------------------------------------------------------
</TABLE>
</TEXT>
</DOCUMENT>
