CYTOGEN CORP
EX 10.36 CHANGE OF CONTROL SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.36 MATERIAL CO
<SEQUENCE>3
<FILENAME>exhibit-10_36.txt
<DESCRIPTION>EX 10.36 CHANGE OF CONTROL SEVERANCE AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.36








                 EXECUTIVE CHANGE OF CONTROL SEVERANCE AGREEMENT
                                     BETWEEN
                               ------------------
                                       AND
                             THE CYTOGEN CORPORATION



<PAGE>


                             THE CYTOGEN CORPORATION

                 EXECUTIVE CHANGE OF CONTROL SEVERANCE AGREEMENT


THIS AGREEMENT is made and entered into as of this 18th day of December, 2001,
by and between the Cytogen Corporation, a Delaware corporation (hereinafter
referred to as the "Company") and __________________(hereinafter referred to as
the "Executive").

WITNESSETH:

WHEREAS, the Board of Directors of the Company has approved the Company entering
into change of control severance agreements with certain key executives of the
Company and its subsidiaries; and

WHEREAS, the Executive is a key executive of the Company or of its subsidiary;
and

WHEREAS, should the possibility of a Change in Control of the Company arise, the
Board believes it imperative that the Company and the Board should be able to
rely upon the Executive to continue in his or her position, and that the Company
should be able to receive and rely upon the Executive's advice, if requested, as
to the best interests of the Company and its shareholders without concern that
the Executive might be distracted by the personal uncertainties and risks
created by the possibility of a Change in Control; and

WHEREAS, should the possibility of a Change in Control arise, in addition to his
or her regular duties, the Executive may be called upon to assist in the
assessment of such possible Change in Control, advise management and the Board
as to whether such Change in Control would be in the best interests of the
Company and its shareholders, and to take such other action as the Board might
determine to be appropriate;

NOW, THEREFORE, to assure the Company that it will have the continued dedication
of the Executive and the availability of his or her advice and counsel
notwithstanding the possibility, threat, or occurrence of a Change in Control of
the Company, and to induce the Executive to remain in the employ of the Company,
and for other good and valuable consideration, the Company and the Executive
agree as follows:

ARTICLE 1.  DEFINITIONS

Whenever used in this Agreement, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized:

a.       "Agreement" means this Executive Severance Agreement.

b.            "Base Salary" means the salary of record paid to the Executive as
              annual salary, excluding amounts received under incentive or other
              bonus plans, whether or not deferred.

<PAGE>

c.       "Beneficial Owner" has the meaning ascribed to such term in Rule 13d-3
          of the General Rules and Regulations under the Exchange Act.

d.       "Beneficiary" means the persons or entitles designated or deemed
          designated by the Executive pursuant to Section 9.2 hereof.

e.       "Board" means the Board of Directors of the Company.

f.       "Cause" shall be determined by the Chairman of the Board and/or
          the Executive's direct supervisor, in exercise of his or their
          good faith and reasonable judgment, and shall mean the occurrence
          of any one or more of the following:

          (i)  The  willful  and   continued   failure  of  the   Executive   to
               substantially  perform  his or her  duties  (other  than any such
               failure  resulting  from  the  Executive's  Disability),  after a
               written  demand for  substantial  performance is delivered by the
               Chairman  of  the  Board  to  the  Executive  that   specifically
               identifies  the  manner in which the  Company  believes  that the
               Executive has not substantially  performed his or her duties, and
               the Executive  has failed to remedy the  situation  within thirty
               (30) calendar days of receiving such notice; or

          (ii) The  Executive's  conviction  for  committing  an act  of  fraud,
               embezzlement, theft, or other act constituting a felony; or

          (iii)The  willful  engaging  by  the  Executive  in  gross  misconduct
               materially   and   demonstrably   injurious  to  the  Company  as
               determined  by the  Chairman  of the  Board.  However,  no act or
               failure  to act on  the  Executive's  part  shall  be  considered
               "willful unless done, or omitted to be done, by the Executive not
               in good faith and  without  reasonable  belief that his action or
               omission was in the best interest of the Company.

g.       "Chairman of the Board" shall mean the member of the Board duly elected
          by the Board to serve as its chairman, as prescribed in the Company's
          By-Laws.

h.       "Change in Control" of the Company shall be deemed to have occurred as
          of the first day that any one or more of the Following conditions
          shall have been satisfied:
          (i)  When a "person",  as defined in Sections  3(a)(9) and 13(d)(3) of
               the  Exchange  Act,  becomes the  beneficial  owner,  directly or
               indirectly,  of securities of the company  representing  (A) more
               than  thirty-five  percent (35%) of the combined  voting power of
               the Company's then outstanding securities,  unless such person is
               subject to  contractual  restrictions  that would preclude him or
               her from voting such shares in a manner to  influence  or control
               the  management of the company's  business,  provided that in the
               event such  contractual  restrictions  are  removed,  a Change of
               Control will be deemed to have occurred on the effective  date of

<PAGE>
               such  removal  or on such later  date as the  Executive  receives
               actual notice of such removal,  or (B) one hundred percent (100%)
               of the combined  voting power of the Company's  then  outstanding
               securities  regardless  of  any  contractual  restrictions.   For
               purposes  of this  provision,  "person"  shall  not  include  the
               Company, any subsidiary of the Company, any employee benefit plan
               or employee stock plan of the Company,  or any person holding the
               Company's Common Stock by, for or pursuant to the terms of such a
               plan;  and "voting  power"  shall mean the power  under  ordinary
               circumstances   (and  not  merely   upon  the   happening   of  a
               contingency)  to  vote  in the  election  of  directors.  For the
               purpose of Section  (h)(i)(A) and  (h)(iii)(B) of this Agreement,
               the right to vote  shares in  transaction  for which  stockholder
               approval is required  under  Sections 351 through 258  (mergers),
               271  (sale  of  assets),  or 275  (dissolution)  of the  Delaware
               General  Corporation Law, as the same may be amended from time to
               time, will not, in themselves,  be deemed to constitute the right
               to vote such  shares "in a manner to  influence  or  control  the
               management  of the  Company's  business".  Whether  other  voting
               rights may be granted to a beneficial  owner without  enabling it
               to influence or control the management of the Company's  business
               will depend on the totality of rights granted in each case.

          (ii) When, as a result of a vote of stockholders for which proxies are
               solicited by or on behalf of any person other than the Company in
               accordance  with the SEC rules  issued  under  Section  14 of the
               Exchange  Act,  or which is exempt  from the SEC  proxy  rules by
               reason of Rule 14A-2 under the Exchange Act, or as a result of an
               action by written consent of stockholders  without a meeting, the
               "incumbent  directors" cease to constitute at least a majority of
               the  authorized  number of members of the Board.  For purposes of
               this provision,  "incumbent directors" shall mean the persons who
               were members of the Board on March 15, 2001,  and the persons who
               were  elected or  nominated  as their  successors  or pursuant to
               increases  in the  size of the  Board  by a vote of at  least  an
               absolute  majority (and not just the majority of a quorum) of the
               board  members  who were then Board  members  (or  successors  or
               additional members so elected or nominated).


          (iii)When  the   stockholders   of  the  Company   approve  a  merger,
               consolidation,  or reorganization,  whether or not the Company is
               the  surviving  entity in such  transactions,  (A)  other  than a
               merger, consolidation, or reorganization that would result in the
               voting  securities of the Company  outstanding  immediately prior
               thereto continuing to represent (either by remaining  outstanding
               or by being  converted  into voting  securities  of the surviving
               entity) at least sixty-five  percent (65%) of the combined voting
               power of the voting  securities of the Company (or such surviving
               entity) outstanding immediately after the merger,  consolidation,
               or reorganization;  and (B) other than a merger, consolidation or
               reorganization  that would result in the voting securities of the
               Company  outstanding  immediately  prior  thereto  continuing  to

<PAGE>
               represent  less than  sixty-five  percent (65%) but more than one
               percent  (1%)  of  the  combined   voting  power  of  the  voting
               securities of the Company (or such surviving entity)  outstanding
               immediately after the merger,  consolidation or reorganization if
               the holder or holders of the shares in the surviving  entity that
               do not represent the securities of the Company  outstanding prior
               to the merger,  consolidation or reorganization is or are subject
               to  contractual  restrictions  that would preclude such holder or
               holders  from  voting  such  shares in a manner to  influence  or
               control  the  management  of the  company's  (or  such  surviving
               entity's) business,  providing that in the event such contractual
               restrictions  are removed,  a Change of Control will be deemed to
               have  occurred on the  effective  date of such removal or on such
               later  date  as the  Executive  receives  actual  notice  of such
               removal.

          (iv) When the  stockholders  of the  Company  approve  (A) the sale or
               other  disposition of all or  substantially  all of the assets of
               the company or (B) a complete  liquidation  or dissolution of the
               Company.

          (v)  When the Board adopts a resolution  to the effect that any person
               has acquired effective control of the business and affairs of the
               Company.

              However, in no event shall a Change in Control be deemed to have
              occurred, with respect to the Executive, if the Executive is part
              of a purchasing group, which consummates the Change-in-Control
              transaction. The Executive shall be deemed "part of a purchasing
              group" for purposes of the preceding sentence if the Executive is
              an equity participant in the purchasing company or group (except
              for: (x) passive ownership of less than three percent (3%) of the
              stock of the purchasing company; or (y) ownership of equity
              participation in the purchasing company or group which is
              otherwise not significant, as determined prior to the Change in
              Control by an absolute majority of the non-employee Directors who
              were Directors prior to the transaction, and who continue as
              Directors following the transaction).

(i)      "Code" means the United States Internal Revenue Code of 1986, as
          amended.

(j)      "Company" means the Cytogen Corporation, a Delaware corporation
          (including any and all subsidiaries), or any successors thereto as
          provided in Article 8 hereof.

(k)      "Disability" means permanent and total disability, within the meaning
          of Code Section 22(e)(3), as determined by the Chairman of the Board
          in the exercise of good faith and reasonable judgment, upon receipt of
          and in reliance on sufficient competent medical advice from one or
          more individuals, selected by the Company, who are qualified to give
          professional medical advice.

(l)      "Effective Date" is December 18, 2001.

(m)      "Effective Date of Termination" means the date on which a Qualifying
          Termination occurs that triggers the payment of Severance Benefits
          hereunder.
<PAGE>

(n)      "Exchange Act" means the United States Securities Exchange Act of 1934,
          as amended.

(o)      "Executive" means the individual named in the opening paragraphs of
          this Agreement.

(p)      "Good Reason" means, without the Executive's express written consent,
          the occurrence after a Change in Control of the Company of any one or
          more of the following:

          (i)  The assignment of the Executive to duties materially inconsistent
               with the Executive's authorities, duties,  responsibilities,  and
               status  (including  titles  and  reporting  requirements)  as  an
               officer of the company,  or a material reduction or alteration in
               the nature or status of the Executive's  authorities,  duties, or
               responsibilities  from  those in effect  as of  ninety  (90) days
               prior to the Change in Control,  other than an insubstantial  and
               inadvertent  act that is remedied by the Company  promptly  after
               receipt of notice thereof given by the Executive;

          (ii) The  Company's  requiring the Executive to be based at a location
               in excess of  thirty-five  (35)  miles from the  location  of the
               Executive's principal job location or office immediately prior to
               the  Change  in  Control;  except  for  required  travel  on  the
               company's  business  to an extent  substantially  consistent  the
               Executive's present business obligations;

          (iii)A reduction by the company of the  Executive's  Base Salary as in
               effect on the  Effective  Date, or as the same shall be increased
               from time to time;

          (iv) The failure of the Company to maintain the  Executive's  relative
               level  of  coverage  under  the  company's  employee  benefit  or
               retirement plans, policies,  practices,  or arrangements in which
               the  Executive  participates  as of the Effective  Date,  both in
               terms of the amount of benefits  provided and the relative  level
               of the  Executive's  participation.  For this purpose the Company
               may  eliminate  and/or  modify  existing  programs  and  coverage
               levels; provided, however, that the Executive's level of coverage
               under  all  such  programs  must be at  least as great as is such
               coverage  provided  to  executives  who have  the same or  lesser
               levels  of  reporting   responsibilities   within  the  company's
               organization;

          (v)  The  failure of the  company to obtain a  satisfactory  agreement
               from any  successor to the Company to assume and agree to perform
               the Company's  obligations under this Agreement,  as contemplated
               in Article 8 hereof; and

          (vi) Any  purported  termination  by the  Company  of the  Executive's
               employment  that  is  not  effected   pursuant  to  a  Notice  of
               Termination  satisfying the  requirements of Section 2.10 hereof,
               and for purposes of this Agreement, no such purported termination
               shall be effective.
<PAGE>

              The Executive's right to terminate employment for Good Reason
              shall not be affected by the Executive's incapacity due to
              physical or mental illness. The Executive's continued employment
              shall not constitute consent to, or waiver of rights with respect
              to, any circumstance constituting Good Reason herein.

(q)      "Person" has the meaning ascribed to such term in Section 3(a)(9) of
          the Exchange Act and used in Sections 13(d) and 14(d) thereof,
          including a "group" as defined in Section 13(d).

(r)      "Qualifying Termination" means any of the events described in Section
          2.2 hereof, the occurrence of which triggers the payment of Severance
          Benefits hereunder.

(s)      "Severance Benefits" means the payment of severance compensation as
          provided in Section 2.3 hereof.

(t)      "Total Payments" means the sum of the Executive's Severance Benefits
          and all other payments and benefits provided to the Executive by the
          Company that constitute "excess parachute payments" within the meaning
          of Code Section 280G(b)(1). Without limiting generality of the
          foregoing, Total Payments shall include any and all excess parachute
          payments associated with outstanding long-term incentive grants (to
          include, but not be limited to, early vesting of stock options or
          restricted stock).

(u)      "Window Period" means the time period commencing ninety (90) days prior
          to a Change in Control, as defined in Section (h) of this Article 1,
          and ending twelve (12) months after the latter to occur of (i) any of
          the events defined as a Change in Control in Section 1(h); or (ii)
          final consummation of the liquidation, sale or disposition of assets,
          or the merger, consolidation or reorganization of the Company as
          described in Section 1(h)(iii) and (iv).

ARTICLE 2.  SEVERANCE BENEFITS

2.1      Right to Severance Benefits. The Executive shall be entitled to receive
         from the Company, Severance Benefits as described in Section 2.3
         hereof, if there has been a Change in Control of the Company and if,
         within the Window Period, the Executive's employment with the Company
         ends for any reason specified in Section 2.2 hereof. The Executive
         shall not be entitled to receive Severance Benefits if he/she is
         terminated for Cause, or if his/her employment with the company ends
         due to death, Disability, retirement on or after early retirement age
         (as defined under the then established rules of the Company's
         tax-qualified retirement plan applicable to the Executive), or due to a
         voluntary termination of employment by the Executive without Good
         Reason, or if he/she fails to comply with the conditions set forth in
         Section 2.7 hereof.

2.2      Qualifying Termination. The occurrence of any one or more of the
         following events within the Window Period shall constitute a Qualifying
         Termination and shall trigger the payment of Severance Benefits to the
         Executive under this Agreement:

          (a)  An involuntary  termination of the Executive's  employment by the
               Company for reasons other than Cause;

          (b)  A successor  company's failure or refusal to assume the Company's
               obligations  under  this  Agreement,  as  required  by  Article 8
               hereof; or

          (c)  The breach by the Company or any successor  company of any of the
               provisions of this Agreement.
<PAGE>
2.3      Description of Severance Benefits. In the event that the Executive
         becomes entitled to receive Severance Benefits, as provided in this
         Article 2, the Company shall pay to the Executive and provide him or
         her with the following:

          (a)  An amount equal to twelve (12) months' of the Executive's  annual
               Base  Salary  at the rate in effect  at the  commencement  of the
               Window  Period or any higher  rate that may be in effect from the
               date until the Effective Date of Termination;

          (b)  A pro rata  portion  of the  Executive's  expected  bonus for the
               bonus plan year in which the  termination  occurs (which expected
               bonus will be at least equal to the  Executive's  average  annual
               bonus for the three prior bonus plan years or such greater amount
               at the  Board may  determine  is due),  and  accrued  salary  and
               vacation pay through the Effective Date of Termination.

          (c)  A  continuation  of all benefits  pursuant to any and all welfare
               benefit  plans under which the Executive  and/or the  Executive's
               family  is  eligible  to  receive   benefits   and/or   coverage,
               including,   but  not   limited   to,   group   life   insurance,
               hospitalization,  disability,  medical and dental  plans,  at the
               same premium cost, and at the same coverage  level,  as in effect
               as of the Executive's  Effective Date of Termination or as of the
               effective date of the Change in Control,  whichever the Executive
               may elect.  The welfare  benefits  described  in this  Subsection
               2.3(c) shall continue following the Effective Date of Termination
               for twelve months;  provided however, that such benefits shall be
               discontinued  prior to the end of such  period  in the  event the
               Executive   receives   substantially   similar  benefits  from  a
               subsequent employer.

          (d)  Reasonable  Company-paid  outplacement  assistance,  commensurate
               with assistance  normally provided to executive-level  personnel,
               for a period of up to twelve (12) months  following the Effective
               Date of Termination, or for such longer period as the Company may
               agree;

          (e)  Any other accrued rights of the Executive.

2.4      Termination for Total and Permanent Disability. Following a Change in
         Control of the Company, if the Executive's employment is terminated due
         to Disability, the Executive shall receive his or her Base Salary
         through the Effective Date of Termination, at which point in time the
         Executive's benefits shall be determined in accordance with the
         Company's retirement, insurance, and other applicable plans and
         programs then in effect.
<PAGE>

2.5      Termination for Retirement or Death. Following a Change in Control of
         the Company, if the Executive's employment is terminated by reason of
         his or her retirement, or death, the Executive's benefits shall be
         determined in accordance with the Company's retirement, survivor's
         benefits, insurance, and other applicable programs of the Company then
         in effect.

2.6      Termination for Cause or by the Executive Other Than for Good Reason.
         Following a Change in Control of the Company, if the Executive's
         employment is terminated either: (i) by the Company for Cause; or (ii)
         by the Executive other than for Good Reason, the Company shall pay the
         Executive his or her full Base Salary and accrued vacation through the
         Effective Date of Termination, at the rate then in effect, plus any
         other amounts to which the Executive is entitled under any compensation
         or benefit plans of the company at the time such payments are due, and
         the Company shall have no further obligations to the Executive under
         this Agreement.

2.7      Conditions to Severance Benefits. As conditions of the Executive's
         entitlement and continued entitlement to the Severance Benefits
         provided in Section 2.3, the Executive is required to (i) honor in
         accordance with their terms the provisions of Section 2.8 and 2.9
         hereof and the provisions of the confidential information agreement
         signed by the Executive at the beginning of his/her employment (the
         "Employee Confidentiality Agreement") and (ii) execute and honor the
         terms of a waiver and release of claims against the Company
         substantially in the form attached hereto as Exhibit A (and as may be
         modified consistent with the purposes of such waiver and release to
         reflect changes in the law following the Effective Date). In the event
         that the Executive fails to abide by the foregoing, all payments and
         benefits to which the Executive may otherwise have been entitled under
         Section 2.3 shall immediately terminate and be forfeited, and the
         Executive shall be entitled to no severance benefits in excess of those
         provided in the Company's standard severance policy in effect as of the
         Executive's Effective date of Termination, and the Executive shall
         repay to the company any payment received that is in excess of such
         amount. For purposes of this Section, the Executive shall be treated as
         having failed to honor the provisions of Sections 2.8 or 2.9 hereof or
         the provisions of the Employee Confidentiality Agreement only following
         written notice by the Company or its successor of the alleged failure
         and an opportunity for the Executive to cure the alleged failure for a
         period of thirty (30) das from the date of such notice.

2.8      Services During Certain Events. In the event a Person begins a tender
         or exchange offer, circulates a proxy to shareholders of the Company,
         or takes other steps seeking to effect a Change in Control, the
         Executive agrees that he or she will not voluntarily leave the employ
         of the Company and will render services until such Person has abandoned
         or terminated his or its efforts to effect a Change in Control, or
         until six (6) months after a Change in Control has occurred; provided,
         however, that the company may terminate the Executive's employment for
         Cause at any time, and the Executive may terminate his or her
         employment any time after the Change in Control for Good Reason.
<PAGE>

2.9      Non-Competition. The Executive shall not, either during the term of
         his/her employment with the Company or for a period of twelve months
         after a Qualifying Termination, become affiliated with or conduct,
         directly or indirectly, any business involved in the research,
         development, manufacture or sale of prostate cancer diagnostics or
         therapeutics (a "Competitor"); provided, however, that after his/her
         Effective Date of Termination, the Executive may become affiliated with
         a non-competing subsidiary, division or other business unit of a
         Competitor if the Executive's services are provided only to such
         separate business unit, and the Executive may become affiliated with
         any entity that provides goods or services to a Competitor if the
         Executive does not personally participate in the provision of goods or
         services to the Competitor.

2.10     Notices. In the event of a transaction that would constitute a Change
         of Control but for the provisions of Section 1(h)(i)(A) or 1(h)(iii)(B)
         regarding contractual restrictions on the acquirer, the Company will
         give written notice to the Executive that no Change of Control has
         occurred. Likewise, in the event that such contractual restrictions are
         subsequently removed, the Company will give written notice to the
         Executive that Change of Control has occurred or will occur as of the
         effective date of the removal of such restrictions. Notice of
         Termination shall communicate any termination by the Company for Cause
         or by the Executive for Good Reason following a Change of Control to
         the other party. For purposes of this Agreement, a "Notice of
         Termination: shall mean a written notice which shall indicate the
         specific termination provision in this Agreement relied upon, and shall
         set forth in reasonable detail the facts and circumstances claimed to
         provide a basis for termination of the Executive's employment under the
         provision so indicated.

ARTICLE 3.  FORM AND TIMING OF SEVERANCE BENEFITS

3.1      Form and Timing of Severance Benefits. The Severance Benefits described
         in Sections 2.3(a), 2.3(b), 2.3(d) and 2.3(e) hereof shall be paid in
         cash to the Executive in a single lump sum as soon as practicable
         following the Effective date of Termination, but in no event beyond
         thirty (30) days from such date. Any payment required under this
         Section 2.1 or any other provision of this Agreement, that is not made
         in a timely manner will bear interest at a rate equal to one hundred
         twenty percent (120%) of the applicable federal rate, as in effect
         under Section 1274(d) of the Code for the month in which the payment is
         required to be made.

3.2      Withholding of Taxes. The Company shall be entitled to withhold from
         any amounts payable under this Agreement, all taxes as legally shall be
         required (including, without limitation, any United States Federal
         taxes, and any other state, city, or local taxes.).

ARTICLE 4.  EXCISE TAX GROSS-UP

4.1      Equalization Payment. In the event that the Executive becomes entitled
         to Severance Benefits, if any of the Executive's Total Payments will be
         subject to the tax (the "Excise Tax") imposed by Section 4999 of the
         Code (or any similar tax that may hereafter be imposed), the Company
<PAGE>
         shall pay to the Executive in cash an additional amount (the "Gross-up
         Payment") such that the net amount retained by the Executive after
         deduction of any Excise Tax on the Total Payments and any federal,
         state, and local income tax and Excise Tax upon the Gross-up Payment
         provided for by this Section 4.1, shall be equal to the Total Payments.
         Such payment shall be made by the Company to the Executive as soon as
         practicable following the Effective Date of Termination, but in no
         event beyond thirty (30) days from such date.

4.2      Tax Computation.  For purposes of determining whether any of the Total
         Payments will be subject to the Excise Tax and the amounts of such
         Excise Tax:

          (a)  Any other payments or benefits  received or to be received by the
               Executive in  connection  with a Change in Control of the Company
               or the Executive's termination of employment (whether pursuant to
               the terms of this  Agreement  or any other plan,  arrangement  or
               agreement  with the  Company,  or with any Person  whose  actions
               result  in a Change  in  Control  of the  Company  or any  Person
               affiliated  with the Company or such Persons) shall be treated as
               "parachute  payments" within the meaning of Section 280G(b)(2) of
               the Code and all "excess  parachute  payments" within the meaning
               of Section  280G(b)(1)  shall be treated as subject to the excise
               tax,  unless  in the  opinion  of  tax  counsel  selected  by the
               Company's  independent  auditors and acceptable to the Executive,
               such  other  payments  or  benefits  (in whole or in part) do not
               constitute  parachute  payments,  or unless such excess parachute
               payments (in whole or in part) represent reasonable  compensation
               for  services  actually  rendered  within the  meaning of Section
               280G(b)(4)  of the Code in excess of the base  amount  within the
               meaning of Section  280G(b)(3)  of the Code, or are otherwise not
               subject to the excise tax;

          (b)  The  amount of the  Total  Payments  which  shall be  treated  as
               subject  to the  Excise  Tax shall be equal to the lesser of: (i)
               the total  amount of the Total  Payments;  or (ii) the  amount of
               excess   parachute   payments   within  the  meaning  of  Section
               280G(b)(1) after applying clause (a) above); and

          (c)  The value of any  noncash  benefits  or any  deferred  payment or
               benefit shall be determined by the Company's independent auditors
               in accordance with the principles of Sections  280G(d)(3) and (4)
               of the Code.

         For purposes of determining the amount of the Gross-Up Payment, the
         Executive shall be deemed to pay Federal income taxes at the highest
         marginal rate of Federal income taxation in the calendar year in which
         the Gross-Up Payment is to be made, and state and local income taxes at
         the highest marginal rate of taxation in the state and locality of the
         Executive's residence on the Effective Date of Termination, net of the
         maximum reduction in Federal income taxes which could be obtained from
         deduction of such state and local taxes.

4.3      Subsequent Recalculation. In the event the Internal Revenue Service
         adjusts the computation of the Company under Section 4.2 hereof, so
         that the Executive did not receive the greatest net benefit, the
         Company shall reimburse the Executive for the full amount necessary to
         make the Executive whole, plus an appropriate market rate of interest,
         as determined by the Company's independent auditors.
<PAGE>
ARTICLE 5.  THE COMPANY'S PAYMENT OBLIGATION

5.1      Payment Obligations Absolute. The Company's obligation to make the
         payments and the arrangements provided for herein shall be absolute and
         unconditional, and shall not be affected by any circumstances,
         including, without limitation, any offset, counterclaim, recoupment,
         defense, or other right which the company may have against the
         Executive or anyone else, except those arising under this Agreement.
         All amounts payable by the Company hereunder shall be paid without
         notice or demand. Each and every payment made hereunder by the Company
         shall be final, and the Company shall not seek to recover all or any
         part of such payment from the Executive or from whomsoever may be
         entitled thereto, for any reasons whatsoever, except as provided in
         Section 2.7. The Executive shall not be obligated to seek other
         employment in mitigation of the amounts payable or arrangements made
         under any provision of this Agreement, and the obtaining of any such
         other employment shall in no event effect any reduction of the
         Company's obligations to make the payments and arrangements required to
         be made under this Agreement, except to the extent provided in Sections
         2.3(c) and 2.9 hereof.

5.2      Contractual Rights to Benefits. This Agreement establishes and vests in
         the Executive a contractual right to the benefits to which he or she is
         entitled hereunder. However, nothing herein contained shall require, or
         prohibit or be deemed to prohibit, the Company to segregate, earmark,
         or otherwise set aside any funds or other assets, in trust or
         otherwise, to provide for any payments to be made or required
         hereunder.

ARTICLE 6.  TERM OF AGREEMENT

This Agreement will commence on the Effective Date and will terminate on
December 31, 2002; provided, however, that this Agreement will be extended
automatically for one (1) additional year at the end of this initial term and at
the end of each additional year thereafter, unless the Chairman of the Board
delivers written notice twelve (12) months prior to the end of such term, or
extended term, to the Executive, that the Agreement will not be extended. In
such case, the Agreement will terminate at the end of the term, or extended
term, then in progress. However, in the event a Change in Control occurs during
the original or any extended term, this Agreement will remain in effect for the
longer of: (i) the duration of the Window Period; or (ii) until all obligations
of the Company hereunder have been fulfilled, and until all benefits required
hereunder have been paid to the Executive.

ARTICLE 7.  LEGAL REMEDIES

7.1      Payment of Legal Fees. To the extent permitted by law, he Company shall
         pay all legal fees, costs, including costs of litigation, prejudgment
         interest, and other expenses, incurred in good faith by the Executive
         as a result of the Company's wrongful refusal to provide the Severance
         Benefits to which the Executive becomes entitled under this Agreement,
<PAGE>
         or as a result of the company's unsuccessful contesting the validity,
         enforceability, or interpretation of this Agreement, or as a result of
         any conflict between the parties pertaining to this Agreement in which
         the Executive is the prevailing party, or which is settled prior to the
         entry of a final judgment from which no appeal can be taken.

7.2      Arbitration. The Executive shall have the right and option to elect (in
         lieu of litigation) to have any dispute or controversy arising under or
         in connection with this Agreement settled by final and binding
         arbitration, conducted before a panel of three (3) arbitrators sitting
         in a location selected by the Executive within fifty (50) miles from
         the location of his or her job with the Company, in accordance with the
         rules of the American Arbitration Association then in effect. Judgment
         may be entered on the award of the arbitration in any court having
         proper jurisdiction. All expenses of any such arbitration in which the
         Executive is the prevailing party, as determined by the arbitrators,
         including the fees and expenses of the counsel for the Executive, shall
         be borne by the Company.

ARTICLE 8.  SUCCESSORS

8.1      Assumption of Company's Obligations. The Company will require any
         successor (whether direct or indirect, by purchase, merger,
         consolidation, or otherwise) to all or substantially all of the
         business and/or assets of the Company to expressly assume and agree to
         perform the Company's obligations under this Agreement in the same
         manner and to the same extent that the Company would be required to
         perform them if no such succession had taken place. Failure of the
         Company to obtain such assumption and agreement prior to the effective
         date of any such succession shall entitle the Executive to compensation
         from the Company in the same amount and on the same terms as he or she
         would be entitled to hereunder if he or she had terminated his or her
         employment with the Company voluntarily for Good Reason. The date on
         which any such succession becomes effective shall be deemed the
         Effective Date of Termination.

8.2      Payment to Beneficiary. This Agreement shall inure to the benefit of
         and be enforceable by the Executive's personal or legal
         representatives, executors, administrators, successors, heirs,
         distributes, devisees, and legatees. If the Executive should die while
         any amount would still be payable to him or her hereunder had he or she
         continued to live, all such amounts, unless otherwise provided herein,
         shall be paid in accordance with the terms of this Agreement, to the
         Executive's Beneficiary. If the Executive has not named a Beneficiary,
         then such amounts shall be paid to the Executive's devisee, legatee, or
         other designee, or if there is no such designee, to the Executive's
         estate.

ARTICLE 9.  INDEMNIFICATION

9.1      Commitments. The Company shall indemnify the Executive to the fullest
         extent permitted by applicable law, and the Company (or its successor)
         shall maintain in full force and effect, for the duration of all
         applicable statue of limitation periods, insurance policies at least as
         favorable to the Executive as those maintained by the Company for the
         benefit of its directors and officers at the time of the Change in
<PAGE>
         Control, which respect to all costs, charges and expenses whatsoever
         (including payment of expenses in advance of final disposition of a
         proceeding) which he/she may be made a party by reason of being or
         having been a director, officer or employee of the Company.

ARTICLE 10.  MISCELLANEOUS

10.1     Employment Status. The Executive and the Company acknowledge that,
         except as may be provided under any other agreement between the
         Executive and the Company, the employment of the Executive by the
         Company is "at will" and, prior to the effective date of a Change in
         Control, may be terminated by either the Executive or the Company at
         any time, subject to applicable law. Upon a termination of the
         Executive's employment prior to the effective date of a Change in
         Control, there shall be no further rights under this Agreement;
         provided, however, that if such an employment termination shall occur
         within ninety (90) days prior to a Change in Control, then the
         Executive's rights shall be the same as if the termination had occurred
         within twelve (12) months following a Change in Control.

10.2     Previous Severance Agreements. This Agreement contains the entire
         understanding between the Executive and the Company in relation to
         severance benefits, and all other prior or contemporaneous written or
         oral agreements or representations, if any, relating to the subject
         Matter of this Agreement are null and void.

10.3     Designation of Beneficiaries. The Executive may designate one or more
         persons or entitles as the primary and/or contingent Beneficiaries of
         any Severance Benefits owing to the Executive under this Agreement.
         Such designation must be in the form of a signed writing acceptable to
         the Chairman of the Board. The Executive may make or change such
         designations at any time.

10.4     Confidentiality of this Agreement. The Executive shall treat the terms
         and conditions of this Agreement as confidential information subject to
         the provisions of his/her Employee Confidentiality Agreement, except
         that the Executive may disclose them on a privileged and confidential
         basis to his/her legal counsel.

10.5     Entire Agreement.  This Agreement contains the entire understanding of
         the company and the Executive with respect to the subject matter
         hereof.

10.6     Severability. In the event any provision of this Agreement shall be
         held illegal or invalid for any reason, the illegality or invalidity
         shall not affect the remaining parts of the Agreement, and the
         Agreement shall be construed and enforced as if the illegal or invalid
         provision had not been included. Further, the captions of this
         Agreement are not part of the provisions hereof and shall have not
         force and effect.

10.7     Modification. No provision of this Agreement may be modified, waived,
         or discharged unless such modification, waiver, or discharge is agreed
         to in writing and signed by the Executive and by an authorized
         representative of the Company, or by the respective parties' legal
         representatives and successors.
<PAGE>
10.8     Applicable Law.  To the extent not preempted by the laws of the United
         States, the laws of the State of New Jersey shall be the controlling
         law in all matters relating to this Agreement.


IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
this ____________ day of ___________, 2002.


CYTOGEN CORPORATION                                  __________________________



By:___________________________________               ___________________________
         H. Joseph Reiser                                              Executive
         President and Chief Executive Officer













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