CYTOGEN CORP, PRE 14A, 1996-03-28

CYTOGEN CORP
PRE 14A, 1996-03-28
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Proxy Statement RULE 14C-5(D)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

Cytogen Corporation
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

Notes:

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Preliminary Copy

[LOGO OF CYTOGEN CORPORATION 600 COLLEGE ROAD EAST--CN 5308
APPEARS HERE] PRINCETON, NEW JERSEY 08540-5308

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

----------------
Dear Stockholder:

It is our pleasure to invite you to Cytogen Corporation's 1996 Annual
Meeting on Wednesday, May 22, 1996 at 2:00 p.m. at the Princeton Marriott
Hotel, 201 Village Boulevard, Princeton Forrestal Village, Princeton, New
Jersey, at which we will report to you on Cytogen's past year and our plans
for the future.

At this important meeting, you will be asked to consider and vote upon:

1. The election of eight (8) directors to serve until the next annual
meeting of stockholders;

2. A proposal to amend the Company's Certificate of Incorporation to
increase the total number of authorized shares of capital stock from
75,000,000 shares to 95,000,000 shares and to increase the total number of
authorized shares of Common Stock from 69,600,000 shares to 89,600,000
shares;

3. A proposal to amend the Cytogen Corporation 1988 Stock Option Plan for
Non-Employee Directors to increase the total number of shares of Common
Stock authorized for issuance upon exercise of options under the Directors
Plan from 100,000 shares to 300,000 shares;

4. A proposal to amend the Cytogen Corporation 1995 Stock Option Plan to
(i) increase the total number of shares of Common Stock authorized for
issuance upon exercise of options under the 1995 Plan by 2,100,000 shares,
from 2,402,635 shares to 4,502,635 shares, (ii) permit the granting of
options under the 1995 Plan to (a) officers and employees of the Company's
subsidiaries and (b) consultants of the Company or its subsidiaries, and
(iii) permit the granting of incentive stock options under the 1995 Plan to
all employees of the Company;

5. The ratification of the appointment of Arthur Andersen LLP as
independent auditors for fiscal year 1996; and

6. Such other matters as may properly come before the meeting.

The Board of Directors is asking for your support in increasing the number
of authorized shares of the Company's Common Stock, which we believe is
important to the long-term financial stability of the Company. The Board is
also recommending that you approve an amended Directors Plan and 1995 Stock
Option Plan, which will assist in furthering our goal of aligning the
interests of you, our stockholders, and participants in those plans by
encouraging stock ownership.

Only stockholders of record at the close of business on March 29, 1996 will
be entitled to notice of and to vote at the 1996 Annual Meeting or any
adjournments thereof. A list of stockholders entitled to vote will be
available for examination by interested stockholders at the corporate
headquarters of the Company, Office of the Corporate Secretary, 600 College
Road East, Princeton, New Jersey during ordinary business hours from May 10,
1996 to the date of the meeting.

Your vote is important. We urge you to consider the issues and to vote your
shares as promptly as possible.

By Order of the Board of Directors

T. JEROME MADISON
Secretary

Princeton, New Jersey
April [ ], 1996
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Preliminary Copy
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CYTOGEN CORPORATION

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PROXY STATEMENT

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

GENERAL

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Cytogen Corporation (the "Company" or "Cytogen") of
proxies to be voted at the 1996 Annual Meeting of Stockholders to be held on
May 22, 1996. This Proxy Statement and accompanying proxy card are scheduled
to be mailed beginning on or about April [ ], 1996 to holders of record of the
Common Stock, par value $.01 per share (the "Common Stock").

PROXIES

You can ensure that your shares are voted at the Annual Meeting by
completing, signing, dating and returning the enclosed proxy card in the
envelope provided. Sending a signed proxy will not affect your right to attend
the Annual Meeting and vote. A stockholder who gives a proxy may revoke it at
any time before it is exercised by voting in person at the Annual Meeting, by
submitting another proxy bearing a later date or by notifying the Inspectors
of Election, at Chemical Mellon Shareholder Services, 450 West 33rd Street,
15th Floor, New York, New York 10001, in writing of such revocation.

The expense of this proxy solicitation will be paid by the Company. Some of
the officers and regular employees of the Company may solicit proxies
personally and by telephone. Management may also request banks, brokerage
houses, custodians, nominees and fiduciaries to obtain authorization for the
execution of proxies and may reimburse them for expenses incurred by them in
connection therewith. The Company does not currently anticipate the need to
use specially-engaged proxy solicitors for this solicitation.

Each properly executed proxy will be voted in accordance with the
instructions marked on it. Unless revoked, or unless contrary instructions are
given, each proxy will be voted FOR the election of the nominees as set forth
under "Election of Directors," FOR approval of amendments to the Company's
Certificate of Incorporation, FOR approval of amendments to the Cytogen
Corporation 1988 Stock Option Plan for Non-Employee Directors, FOR approval of
amendments to the Cytogen Corporation 1995 Stock Option Plan, and FOR
ratification of the appointment of Arthur Andersen LLP as auditors.

VOTING

Holders of record of the Common Stock at the close of business on March 29,
1996 will be entitled to one vote per share so held of record on all business
of the Annual Meeting. On the record date, there were [ ] shares of Common
Stock outstanding. Votes cast in person or by proxy at the Annual Meeting will
be tabulated by the Inspectors of Election appointed for the Annual Meeting
who will determine whether or not a quorum is present and the results of the
votes with respect to each matter.

The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the shares of Common Stock outstanding on the record date and
entitled to vote thereat will constitute a quorum. The Inspectors of Election
will treat abstentions and broker non-votes as shares that are present and
entitled to vote for the purposes of determining the presence of a quorum.

The election of directors is decided by a plurality of the votes cast.
Accordingly, votes that are withheld and broker non-votes will have no effect
on the outcome of the vote. Stockholder approval of the proposed amendment to
the Certificate of Incorporation will require the affirmative vote of the
holders of a majority of the
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shares of Common Stock outstanding on the record date. Therefore, abstentions
and broker non-votes will have the effect of a vote against the proposal.
Matters such as stockholder approval of the proposed amendments to the
Directors Plan and the 1995 Plan will require the affirmative vote of the
holders of a majority of the shares of Common Stock present in person or by
proxy and entitled to vote at the Annual Meeting. Abstentions will be treated
as votes cast with respect to the particular proposal and therefore, will have
the same effect as a vote against the proposal. Broker non-votes will not be
counted as votes cast with respect to the particular proposal and therefore,
will have no effect on the outcome of the vote.

PROPOSAL ONE. ELECTION OF DIRECTORS

At the 1996 Annual Meeting, eight directors are to be elected to hold office
until the 1997 Annual Meeting of Stockholders and until their successors have
been elected and have qualified. The persons named in the accompanying proxy
intend to vote for the election of the nominees identified below unless
authority to vote for one or more of such nominees is specifically withheld in
the proxy. All of the nominees are currently directors of the Company and were
elected directors at the 1995 Annual Meeting of Stockholders, except for John
E. Bagalay, Jr. and Ronald J. Brenner, who were appointed effective October
20, 1995. The Board knows of no reason why any nominee may be unable to serve
as a director. If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such other person as the
Board may recommend, unless the Board reduces the number of directors
accordingly.

During 1995, the Board of Directors met thirteen (13) times. Each of the
incumbent directors, except Bruce Ross, attended at least 75% of the aggregate
of all meetings of the Board of Directors and committees of which he was a
member held during the period he served on the Board of Directors or such
committee.

NOMINEES FOR DIRECTORS

Charles E. Austin, 68, has been a director of the Company since July 1994.
Mr. Austin previously served on the Company's Board of Directors from 1983 to
1986. Now retired, Mr. Austin was Corporate Vice President of American
Cyanamid Company, with responsibility for all aspects of its global
agricultural business, from 1978 until 1988. Mr. Austin also currently serves
as a director of the following publicly-held companies: MGI Pharma, Inc.,
Embrex, Inc. and Hyal Pharmaceutical Corp. He graduated from the University of
Illinois, where he received a B.S. in Agronomy and an M.S. in Soil Chemistry.

John E. Bagalay, Jr., 62, has been a director of the Company since October
1995. Dr. Bagalay was a director of Cellcor prior to the Company's acquisition
of Cellcor in October 1995. He has served as the Managing Director of
Community Technology Fund, the venture capital affiliate of Boston University,
since September 1989. Dr. Bagalay has also served as General Counsel for Texas
Commerce Bancshares and for Lower Colorado River Authority, a regulated
electric utility. Dr. Bagalay currently also serves on the boards of directors
of Seragen, Inc., Wave Systems Corporation and Hymedix, Inc. and several
privately-held companies in the biotechnology industry. Dr. Bagalay holds a
B.A. in Politics, Philosophy and Economics and a Ph.D. in Political Philosophy
from Yale University, and a J.D. from the University of Texas.

Ronald J. Brenner, 62, has been a director of the Company since October
1995. Dr. Brenner was President and Chief Executive Officer of Cellcor, Inc.
from July 1995 until the Company's acquisition of Cellcor in October 1995. Dr.
Brenner has been a Vice President of Hillman Medical Ventures, Inc., a venture
capital firm, and a general partner of the managing general partner of the
Hillman Medical Ventures partnerships since 1989. From 1984 to 1988, Dr.
Brenner was President and Chief Executive Officer of Cytogen. Prior to 1984,
he was Vice President, Corporate External Research, at Johnson & Johnson, a
major pharmaceutical company, and also served as Chairman of McNeil
Pharmaceutical, Ortho Pharmaceutical Corp. and the Cilag Companies, all
subsidiaries of Johnson & Johnson. Dr. Brenner is a director of Aronex
Pharmaceuticals, Inc. and several privately-held healthcare and environmental
companies. He received a B.S. in Pharmacy from the University of Cincinnati,
and an M.S. and Ph.D., both in Pharmaceutical Chemistry, from the University
of Florida.

Robert F. Hendrickson, 63, became a director of the Company in March 1995.
Since 1990, Mr. Hendrickson has been a consultant to the pharmaceutical and
biotechnology industries on strategic management and

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manufacturing issues with a number of leading biotechnology companies among
his clients. Prior to his retirement in 1990, Mr. Hendrickson was Senior Vice
President, Manufacturing and Technology for Merck & Co., Inc. He is the
Chairman of the Board of Envirogen, Inc., a director of The Liposome Company,
Inc., and a trustee of the Carrier Foundation, Inc. Mr. Hendrickson received
an A.B. degree from Harvard College and an M.B.A. from the Harvard Graduate
School of Business Administration.

T. Jerome Madison, 55, joined the Company in October 1993 as Vice President
of Finance and Chief Financial Officer and Secretary. He has been a director
of the Company since December 1994. Mr. Madison is the sole stockholder of,
and an officer and director of, Somerset Central Corporation, a New Jersey
corporation through which Mr. Madison provides services to the Company.
Previously, Mr. Madison served as President, Chief Executive Officer and
General Partner of Montgomery Partners, a venture capital group, from 1991 to
1993 and as President, Chief Executive Officer and General Partner of Founders
Court, also a venture capital group, from 1986 to 1991. Mr. Madison was
Cytogen's Vice President for finance and administration from 1982 to 1986.
Prior to first joining the Company, he served as Corporate Controller for
Rorer Group Inc. (now Rhone-Poulenc Rorer). Mr. Madison holds a B.S. from The
Wharton School of the University of Pennsylvania and an M.B.A. from Monmouth
University. He is also a Certified Public Accountant.

Thomas J. McKearn, 47, joined the Company in July 1981 as Vice President,
Research and Development. He has served as the Company's Chief Executive
Officer since January 1994 and as President of the Company since September
1991. Dr. McKearn previously served as Executive Vice President of the Company
from June 1990 to August 1991 and Senior Vice President, Scientific Affairs of
the Company through June 1990. He has been a director of the Company since
1981. From 1978 until he joined the Company, Dr. McKearn was an Assistant
Professor in the Department of Pathology at the University of Pennsylvania and
Head of the Immunoprotein Laboratory at the Hospital of the University of
Pennsylvania. He retains a position as Adjunct Associate Professor in the
Department of Pathology at the University of Pennsylvania. Dr. McKearn is a
member of the Scientific Advisory Board for Rider College and the New Jersey
Cancer Institute. Dr. McKearn holds a B.A. degree from Indiana University, a
Ph.D. degree in Immunology from the University of Chicago and an M.D. degree
from the Pritzker School of Medicine at the University of Chicago.

William C. Mills III, 40, has served as Chairman of the Board of the Company
since January 1995 and has been a director of the Company since July 1983.
Since April 1, 1988, he has been a General Partner of The Venture Capital Fund
of New England, Boston, Massachusetts, a series of private venture capital
partnerships. Prior to that, Mr. Mills was a General Partner of PaineWebber
Ventures, and certain of its predecessor partnerships since April 1981. Mr.
Mills holds an A.B. degree from Princeton University, an S.M. degree in
Chemistry from The Massachusetts Institute of Technology, and an S.M. degree
in Management from M.I.T.'s Sloan School of Management.

Donald E. O'Neill, 70, became a director of the Company in May 1995. From
1986 until his retirement in March 1991, Mr. O'Neill served as Executive Vice
President and Chairman, International Operations of Warner-Lambert Company, an
international healthcare and consumer company. He joined Warner-Lambert in
March 1971 as President, Warner-Chilcott Division, the pharmaceutical division
of Warner-Lambert. He held numerous key management positions at Warner-Lambert
and Parke-Davis and Company, a division of Warner-Lambert, which includes
pharmaceutical and medical devices. Mr. O'Neill currently serves as a director
for several companies, including Alliance Pharmaceutical Corp., Fujisawa USA,
Immunogen, Inc., MDL Info Systems, Scios Nova Inc., Targeted Genetics Corp.,
Fuisa Technologies and New Jersey Resources. Mr. O'Neill holds a B.S. degree
from the University of Washington.

COMMITTEES OF THE BOARD OF DIRECTORS

The standing committees of the Board of Directors are the Audit Committee,
the Compensation Committee and the Nominating Committee.

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The Audit Committee recommends independent auditors to the Board of
Directors for purposes of auditing the Company's financial statements; reviews
the audit with the auditors and management; and consults with the auditors and
management regarding the adequacy of financial and accounting procedures and
controls. The Audit Committee met twice during 1995. Its current members are
Robert F. Hendrickson (Chairman) and John E. Bagalay, Jr.

The Compensation Committee evaluates the performance of the Company's Chief
Executive Officer and recommends his compensation to the Board annually;
administers the Company's stock option plans; recommends to the Board of
Directors compensation for executive officers and other key employees of the
Company; and reviews the Company's compensation policy generally. The
Compensation Committee met six (6) times during 1995. Its current members are
Charles E. Austin (Chairman) and Donald E. O'Neill.

The Nominating Committee is responsible for investigating, recruiting and
interviewing potential candidates for election to the Board of Directors and
for formally nominating for consideration by the full Board of Directors those
individuals deemed worthy by the Nominating Committee of election to the Board
of Directors. The Nominating Committee did not hold any separate formal
meetings during 1995. Its current members are Thomas J. McKearn and William C.
Mills III. The Nominating Committee will consider nominees for the Board of
Directors suggested by stockholders whose names are submitted in writing to
the Nominating Committee in care of the Office of the Corporate Secretary of
the Company.

DIRECTOR COMPENSATION

In 1995, each director who is not also an officer of the Company was paid an
annual retainer of $7,500, plus $800 for each Board meeting attended ($400 if
participation was by telephone). Any director who also served on a Board
committee received an additional annual fee of $500 for serving on the
committee, and $1,000 for serving as chairman of any Board committee. Upon his
appointment as Chairman of the Board, the Board of Directors determined that
Mr. Mills should also receive additional annual compensation of $25,000 and an
annual stock option to purchase 12,000 shares of Common Stock.

Also, pursuant to the Directors Plan, upon initial appointment to the Board,
each non-employee director of the Company is granted an option to purchase
8,000 shares of Common Stock. On the day following each annual stockholders'
meeting of the Company, each non-employee director who was re-elected at that
stockholders' meeting is granted an option to purchase 6,000 shares of Common
Stock. Options granted under the Directors Plan are exercisable at a price
equal to the mean of the high and low sale prices of the Common Stock as
reported on the Nasdaq National Market on the date of grant, and vest (i.e.,
first become exercisable) over five years at a rate of 20% for each year of
service completed after the option grant. Each director's outstanding options
become immediately exercisable in full (i) upon the occurrence of a change of
control of the Company, (ii) upon death or disability or (iii) upon
resignation or retirement after age 65. Options granted under the Directors
Plan are granted automatically and without the need for further action by the
Company, the Board of Directors or the Company's stockholders.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, including previous filings that might
incorporate future filings, including this Proxy Statement, in whole or in
part, this report and the Performance Graph following it shall not be
incorporated by reference into any such filings.

The Company's compensation program, both for its executive officers as well
as for all employees, is based on the belief that the interests of the
employees should be closely aligned with those of the Company's stockholders.
To support this philosophy, the following principles provide a framework for
the compensation program:

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. offer compensation opportunities that attract the best talent to the
Company; motivate individuals to perform at their highest levels; reward
outstanding achievement; and retain the leadership and skills necessary
for building long-term stockholder value;

. maintain a portion of total compensation at risk, tied to both meeting
strategic objectives of the Company, as well as to meeting individual
performance objectives; and

. encourage individuals to manage from the perspective of owners with an
equity stake in the Company.

For 1995, the Company's compensation program was benchmarked by the use of
(a) an independent outside consultant, (b) external surveys of both the high-
tech and biotechnology industry, and (c) a comparison to companies with
similar market capitalization. These companies, which are representative of
the firms with which the Company competes for employee talent and which employ
individuals in jobs similar in magnitude, complexity and scope of
responsibility to those at the Company, form the basis for the survey group
used by the Committee.

COMPONENTS OF EXECUTIVE COMPENSATION

The Compensation Committee implements the principles described above through
a combination of competitive base salary and benefits, cash bonuses and stock
option awards. Effective at the beginning of each year, each executive officer
is assigned numerous objectives to meet, which objectives are consistent with
the Company's achieving its Strategic Plan. The Committee gauges individual
performance in several areas, including, the development and execution of
objectives, leadership, and development of and contributions to programs that
affect the Company's overall Strategic Plan. All of the Committee's judgments
during 1995, as in prior years, regarding the appropriate form and level of
executive compensation payments and awards were ultimately based upon the
executive officer's level of responsibility and individual performance, and
the performance of the Company within its sector of the healthcare industry.

At the beginning of 1995, base salaries and annual incentives for the
executive officers were unfavorably impacted by a number of events that
transpired in 1994--namely, the low level of product sales, the delays in the
Company's clinical development schedules, and the Company's failure to
complete a merger with CytoRad Incorporated. As a result, executive officers
received neither an increase in base salary nor any annual incentives.

In the fourth quarter of 1995, the Compensation Committee met to determine
base salaries for 1996 and annual incentives and stock option awards for 1995.
At that time, the Committee reviewed overall corporate performance during
1995. In particular, the Company's performance was favorably impacted by
individuals meeting their objectives for the year and by the following
achievements: the filing with FDA of both a New Drug Application (for
Quadramet, a treatment for the relief of bone pain in cancer patients) and a
Product License Application (for ProstaScint, the Company's prostate cancer
imaging agent), FDA's approval of repeat administration for OncoScint CR/OV,
and several successful financing transactions, along with the completion of
the merger with CytoRad and the acquisition of Cellcor, each of which the
Company believes will allow it to build its product pipeline and move forward
in the evolving bio-pharmaceutical industry.

LONG-TERM INCENTIVES

The Committee believes that stock options are presently the best vehicle by
which to link its employees' interest in the Company with those of its
stockholders. Stock option awards are designed primarily to provide strong
incentives for superior longer-term performance and continued retention by the
Company. Because it is believed that corporate performance is one of the
principal factors influencing the market value of the Company's Common Stock,
the granting of stock options to executive officers encourages them to work to
achieve consistent improvements in corporate performance. Options generally
have a life of ten years, vest over five years, and have an exercise price
equal to the fair market value of the Common Stock on the date of grant. Also,
the exercisability of stock options is conditioned upon the executive
officer's continued employment with the Company; thus, unexercised stock
options are forfeited within a designated period of time following the
executive officer's leaving the Company.

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The stock option awards received by executive officers for 1995 were set
taking into account the comparison of practices at peer groups (in the surveys
already mentioned), an individual's level of responsibility and achievement of
Strategic Plan objectives, and the amount and terms of past stock option
awards. When compared to available surveys, stock option awards made in the
past to the executive officers as well as to the Chief Executive Officer have
lagged behind the marketplace. Therefore, the Company increased slightly its
stock option awards to executive officers for 1995.

BROAD-BASED EMPLOYEE STOCK OPTION PLAN

In addition to granting 791,000 stock options to the Company's eleven
executive officers under the programs described above, the Committee also
granted approximately 575,000 stock options to approximately 149 other
employees under the Company's broad-based employee stock option program in
1995. This broad-based program was initiated in 1992 and is a vital element of
the Company's drive to empower and motivate long-term contributions by
outstanding employees who will lead the Company into the 21st century. It is
designed to create in the Company an entrepreneurial spirit and to provide
broad incentives for the day-to-day achievements of these employees, which, in
turn, will build the Company's long-term performance. The Committee believes
that the outstanding performance of these individuals has contributed
significantly to the achievements that led to the Company's continuing as a
viable biotechnology entity during 1995.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

In determining the compensation of Dr. McKearn for 1995, the Committee
considered the same factors that it considered when fixing compensation levels
for the Company's other executive officers, including the Company's
performance as a whole. For the reasons described above with respect to the
Company's 1994 performance, Dr. McKearn did not receive an increase in salary
for 1995. However, in light of the Company's improved performance in 1995 and
because the Committee recognized the importance of retaining a chief executive
officer who can provide the leadership necessary to improve the Company's
competitiveness and profitability, Dr. McKearn was granted options to purchase
135,000 shares of Common Stock under the Company's 1995 Stock Option Plan and
awarded an annual incentive of $37,000 in 1995.

The Committee believes the Chief Executive Officer's role has a greater
individual significance for the Company than that of the other members of
executive management. It is due to this belief that the Company executed the
Stock Compensation and Performance Option Agreement with Dr. McKearn in 1994.
Under the terms of this agreement, Dr. McKearn has received 10,000 shares of
restricted stock in each of 1994, 1995 and 1996. Under this agreement, Dr.
McKearn also received a grant of stock options to purchase up to an aggregate
of 100,000 shares of Common Stock under the Cytogen Corporation 1989 Employee
Stock Option Plan. The incremental vesting of this award is based upon the
Committee's review of Dr. McKearn's performance measured against a written set
of objectives for the year, which the Committee approves at the beginning of
each such year. In November 1995, the Committee decided that 15,000 shares of
the 20,000 shares allowable under the second installment should vest.

In addition, effective March 15, 1995, the Company and Dr. McKearn entered
into a Split Dollar Collateral Assignment Agreement. Under this agreement, the
Company will be responsible for the payment of all premiums due for two life
insurance policies on the life of Dr. McKearn having a total face value of
$2.3 million. Dr. McKearn has assigned to the Company certain specific rights
in the policies, including, among other things, the right to receive any
insurance proceeds in excess of $2,000,000, and upon surrender of the policies
by Dr. McKearn, the right to receive 100% of the cash surrender value up to an
amount equal to the total premiums paid by the Company. Dr. McKearn remains
the owner of these policies only until the termination of his employment with
the Company, unless he then repays to the Company the total amount of the
premiums paid by the Company in respect of those policies.

* * * * *

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The Committee believes that performance should be rewarded, that the
financial interests of the executive officers should be aligned with the
stockholders, and that compensation should be competitive. We have structured
compensation at the Company to meet these criteria.

The foregoing report on compensation is provided by the following outside
directors, who constituted the Compensation Committee during 1995:

Charles E. Austin (Chairman)
Donald E. O'Neill

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during 1995 were Charles E. Austin
(Chairman), Donald E. O'Neill and Robert F. Johnston. On March 28, 1995, Mr.
Johnston resigned from the Board of Directors, thereby vacating his seat on
the Compensation Committee. None of these gentlemen were officers or employees
of the Company while serving on the Compensation Committee. Mr. Johnston
served as the Company's Chairman of the Board from March 1980 to February 1990
and as President and Chief Executive Officer from July 1988 to February 1989.

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EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation awarded
to, earned by or paid to (i) the Company's Chief Executive Officer, and (ii)
the other four most highly compensated executive officers of the Company, for
services rendered to the Company during the Company's fiscal years ended
December 31, 1995, December 31, 1994 and January 1, 1994 (referred to in this
Proxy Statement as fiscal years 1995, 1994 and 1993).

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION
------------------------- -----------------------------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING
FISCAL COMPEN- STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(2) BONUS SATION AWARD (SHARES) COMPENSATION(3)
- --------------------------- ------ --------- ------- ------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas J. McKearn........ 1995 $250,000 $37,000 $ 0 $ 0(4) 135,000 $10,876(5)
President; Chief 1994 254,247 0 0 72,825(4) 140,000(6) 8,262
Executive Officer 1993 220,000 25,000 0 0 120,000 9,806
Frederick M. 1995 189,496 29,000 0 0 98,000 480
Miesowicz(7)............
Vice President
Robert T. Maguire(8)..... 1995 175,100 39,865 0 0 52,000 8,055
Vice President, Medical
Affairs 1994 169,887 0 0 0 5,500 7,928
1993 163,155 10,000 0 0 25,000 7,728
John D. Rodwell.......... 1995 170,000 29,000 0 0 90,000 8,038
Vice President, Research 1994 173,289 0 0 0 60,000 8,085
and Development 1993 160,000 16,000 0 0 37,500 8,375
Richard J. Walsh(9)...... 1995 170,735 18,000 20,263(10) 0 55,000 8,137
Vice President,
Corporate Development 1994 90,813 0 0 0 85,000 302
</TABLE>
- --------
(1) The value of certain perquisites or personal benefits is not included in
the amounts disclosed because it did not exceed for any named individual
the lesser of either $50,000 or 10% of total annual salary and bonus
reported for such individual in the Summary Compensation Table.
(2) The amounts disclosed in this column for fiscal year 1994 include amounts
that were actually earned in fiscal year 1993, but were not paid until
fiscal year 1994, as follows: Dr. McKearn, $4,230; and Dr. Rodwell,
$3,092. These amounts are not reflected in the amounts for fiscal year
1993.
(3) The amounts disclosed in this column include amounts contributed or
accrued by the Company in fiscal year 1995 under the Company's Savings
Plan, a defined contribution plan which consists of a 401(k) portion and
a discretionary contribution portion, on behalf of Dr. McKearn, $7,620;
Dr. Maguire, $7,620; Dr. Rodwell, $7,620; and Mr. Walsh, $7,446. The
amounts disclosed also include insurance premiums paid by the Company in
fiscal year 1995 with respect to group term life insurance on behalf of
Dr. McKearn, $696; Dr. Miesowicz, $480; Dr. Maguire, $435; Dr. Rodwell,
$418; and Mr. Walsh, $691.
(4) On December 8, 1994, Dr. McKearn and the Company entered into a Stock
Compensation and Performance Option Agreement (the "Compensation
Agreement"), which provided for the issuance to Dr. McKearn of 30,000
shares of Common Stock in three installments of 10,000 shares in each of
1994, 1995 and 1996. On December 8, 1994, Dr. McKearn received the first
installment of 10,000 shares upon payment made equal to the aggregate par
value of the shares. On January 3, 1995, Dr. McKearn received the second
installment of 10,000 shares upon payment made equal to the aggregate par
value of the shares. Consequently, at the end of fiscal year 1995, Dr.
McKearn's aggregate unvested restricted stock holdings consisted of
10,000 shares of Common Stock with a value of $52,400, which figure
reflects the fair market value of the shares based upon the closing
market price of the Company's unrestricted stock on December 29, 1995
($52,500), less the aggregate par value Dr. McKearn paid for the shares
($100). On January 3, 1996, Dr. McKearn received the third installment of
10,000 shares upon payment made equal to the aggregate par value of the
shares. Dividends will be paid on the shares of restricted stock at the
same rate as unrestricted shares.

8
<PAGE>

(5) Effective March 15, 1995, the Company and Dr. McKearn entered into a
Split Dollar Collateral Assignment Agreement. Under this agreement, the
Company will be responsible for the payment of all premiums due for two
life insurance policies on the life of Dr. McKearn, having a total face
value of $2.3 million. The amount disclosed in the Summary Compensation
Table reflects the portion of the total premiums ($43,710) paid by the
Company under these insurance policies in fiscal year 1995 that is
attributable to term life insurance coverage (a total of $2,560). The
current dollar value of the benefit to Dr. McKearn of the remainder of
the premiums paid by the Company during fiscal year 1995 is $0. The
benefit was calculated based upon the difference between the payment of
the premium and its refund at the earliest possible time to the Company.
For a description of the Split Dollar Collateral Assignment Agreement,
see "Employment and Severance Arrangements".
(6) Pursuant to the Compensation Agreement, the Company granted to Dr.
McKearn, effective as of January 3, 1994, an option to purchase up to
100,000 shares of Common Stock at an exercise price of approximately
$6.188 per share (subject to adjustment under certain circumstances).
Vesting of this option is at the discretion of the Compensation Committee
of the Board of Directors. Any shares not vested shall be irrevocably
cancelled and ineligible for future vesting under the grant. In December
1994, the Compensation Committee considered the vesting of the first
installment of 20,000 shares and determined that 10,000 shares should
vest. In December 1995, the Compensation Committee considered the vesting
of the second installment of 20,000 shares and determined that 15,000
shares should vest. See "Employment and Severance Arrangements".
(7) Dr. Miesowicz was elected as a Vice President of the Company, effective
October 20, 1995. Dr. Miesowicz also serves as Vice President and General
Manager of Cellcor. A portion of the amount included in the Summary
Compensation Table reflects salary paid to Dr. Miesowicz by Cellcor in
fiscal year 1995, prior to the merger, for services rendered in his
capacity as Cellcor's Senior Vice President of Scientific Affairs.
(8) Dr. Maguire was elected an executive officer of the Company, effective
September 26, 1995, and serves as the Company's Vice President, Medical
Affairs. Prior to that date, Dr. Maguire was employed by the Company as
Vice President, Clinical Investigations.
(9) Mr. Walsh joined the Company as Vice President, Corporate Development,
effective June 20, 1994.
(10) Under the terms of his offer of employment, Mr. Walsh was awarded 5,000
shares of Common Stock. The amount included in the Summary Compensation
Table reflects the aggregate value of those shares on the date they were
purchased by Mr. Walsh, which value is based upon the closing market
price of the Company's unrestricted stock on that date ($20,313), less
the price paid for the shares by Mr. Walsh ($50).

EMPLOYMENT AND SEVERANCE ARRANGEMENTS

Dr. Thomas J. McKearn, who has served as the Company's President since
September 1991, was appointed to serve as the Company's Chief Executive
Officer effective January 1, 1994. Dr. McKearn has entered into agreements
with the Company pursuant to which he has received (i) base salary of $250,000
in fiscal year 1995, (ii) a restricted stock grant of 10,000 shares in each of
1994, 1995, and 1996, (iii) a stock option granted effective January 3, 1994
to purchase up to an aggregate of 100,000 shares of Common Stock at an
exercise price of approximately $6.188 per share, with vesting determined by
the Compensation Committee based upon the meeting of certain performance
criteria established by the Compensation Committee, and (iv) a $2.3 million
split-dollar life insurance policy (described below) effective fiscal year
1995. Vesting of the shares subject to the options described in (iii) above as
to which no determination has been made by the Compensation Committee, may be
accelerated under certain circumstances involving a change in control of the
Company. A change in control of the Company is defined as (a) the Company
enters into an agreement to merge or consolidate the Company with or into
another corporation, or to dispose of all or substantially all of the
Company's assets; (b) any person other than the Company makes a tender or
exchange offer for more than 50% of the Common Stock of the Company; (c) stock
representing more than 50% of the voting power of the Company is acquired by
any person other than the Company during any 24-month period; or (d) a change
in the majority of the Board of Directors during any 24-month period. Dr.
McKearn is also entitled to one year's severance pay if he is dismissed for
reasons other than just cause.

9
<PAGE>

Effective March 15, 1995, the Company and Dr. McKearn entered into a Split
Dollar Collateral Assignment Agreement. Under this agreement, the Company will
be responsible for the payment of all premiums due for two life insurance
policies on the life of Dr. McKearn, having a total face value of $2.3
million. Dr. McKearn has assigned to the Company certain specific rights in
the policies, including, among other things, the right to receive any
insurance proceeds in excess of $2,000,000, and upon surrender of the policies
by Dr. McKearn, the right to receive 100% of the cash surrender value up to an
amount equal to the total premiums paid by the Company. Dr. McKearn remains
the owner of these policies only until the termination of his employment with
the Company, unless he repays to the Company the total amount of the premiums
paid by the Company in respect of those policies.

T. Jerome Madison is Vice President, Chief Financial Officer, Secretary and
a director of the Company. Mr. Madison's services are provided to the Company
pursuant to an agreement between the Company and Somerset Central Corporation,
a New Jersey corporation of which Mr. Madison is the sole stockholder and an
officer and director. Mr. Madison began providing such services to the Company
in October 1993. The arrangement calls for monthly payments of $13,750 plus
expenses. For the year ended December 31, 1995, the Company recorded
approximately $207,960 for services rendered and expenses reimbursed under the
arrangement. The amount paid in respect of fiscal year 1995 includes a one-
time, $31,000 special fee earned for effecting certain specified events. As an
executive officer of the Company, Mr. Madison was also granted options for the
purchase of 30,000 shares of Common Stock at an exercise price of $4.6875 per
share and 60,000 shares of Common Stock at an exercise price of $5.469 per
share.

Under the terms of his offer of employment, Mr. Walsh will be entitled to
receive as severance pay six months of salary (increased by an additional
month for each year of service, up to a maximum of twelve months) if his
employment with the Company is terminated without cause.

The following table sets forth information regarding individual grants of
stock options to the named executive officers during fiscal year 1995:

OPTION GRANTS IN FISCAL YEAR 1995

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(3)
------------------------------------------------ -------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS EXERCISE OR
UNDERLYING GRANTED TO BASE PRICE
OPTIONS EMPLOYEES IN (PER EXPIRATION
NAME GRANTED(1) FISCAL YEAR(1) SHARE)(2) DATE 0% 5% 10%
---- ---------- -------------- ----------- ---------- ------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas J. McKearn....... 60,000 4.57 $4.6875 7/18/05 0 176,875 448,239
75,000 5.71 5.4690 11/28/05 0 257,955 653,712
Frederick M. Miesowicz.. 60,000 4.57 4.3750 10/20/05 0 165,083 418,356
38,000 2.89 5.4690 11/28/05 0 130,698 331,214
Robert T. Maguire....... 52,000 3.96 5.4690 11/28/05 0 178,849 453,240
John D. Rodwell......... 30,000 2.28 4.6875 7/18/05 0 88,437 224,119
60,000 4.57 5.4690 11/28/05 0 206,364 522,969
Richard J. Walsh........ 15,000 1.14 4.6875 7/18/05 0 44,218 112,059
40,000 3.04 5.4690 11/28/05 0 137,576 348,646
</TABLE>
- --------
(1) All options granted in fiscal year 1995 to the named executive officers
were granted pursuant to the Cytogen Corporation 1995 Stock Option Plan.
All options granted in fiscal year 1995 to employees of the Company
(1,313,850) were granted pursuant to the Cytogen Corporation 1995 Stock
Option Plan, as proposed to be

10
<PAGE>

amended, and the 1992 Employee Stock Option Plan II, as amended. All of the
options granted to the named executive officers vest over five years at the
rate of 20% per year beginning on the first anniversary of the date of
grant, subject to acceleration under certain conditions. The maximum term
of each option granted is 10 years from the date of grant.
(2) The exercise price of all stock options granted during the last fiscal
year is equal to the mean of the high and low sale prices of the Common
Stock as reported on the Nasdaq National Market on the respective dates
the options were granted.
(3) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises and Common Stock holdings are
dependent on the future performance of the Common Stock and overall stock
market conditions. There is no assurance that the amounts reflected will
be realized.

The following table sets forth information regarding aggregated exercises of
stock options by the named executive officers during fiscal year 1995 and
fiscal year-end values of unexercised options:

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END AT FY-END(1)
---------------------- --------------------
SHARES VALUE (#) ($)
ACQUIRED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- --------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Thomas J. McKearn....... 0 0 196,600/ 54,871/
329,400 115,734
Frederick M. Miesowicz.. 0 0 102,414/ 81,394/
144,387 59,906
Robert T. Maguire....... 0 0 47,620/ 7,768/
73,680 11,272
John D. Rodwell......... 0 0 75,300/ 25,634/
168,300 78,363
Richard J. Walsh........ 0 0 17,000/ 15,372/
123,000 69,925
</TABLE>
- --------
(1) The dollar values in this column were calculated by determining the
difference between the fair market value of the Common Stock underlying
the options and the exercise price of the options at fiscal year-end. The
fair market value of a share of Common Stock (calculated as the mean of
the high and low sale prices as reported on the Nasdaq National Market) on
December 29, 1995 was $5.25.

11
<PAGE>

PERFORMANCE GRAPH

The following Performance Graph compares the Company's cumulative total
stockholder return on the Common Stock for a five-year period (December 28,
1990 to December 31, 1995) with the cumulative total return of the NASDAQ U.S.
Stocks Index and the NASDAQ Pharmaceutical Index, a broad index of
biopharmaceutical and pharmaceutical companies similar in capitalization and
stage of corporate development to the Company.*

[GRAPH DEPICTING CUMULATIVE TOTAL STOCKHOLDER RETURN ON
THE COMMON STOCK FOR A FIVE-YEAR PERIOD APPEARS HERE]

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cytogen Corporation $100.00 $162.64 $193.41 $52.75 $35.71 $46.15
- --------------------------------------------------------------------------------------------
NASDAQ U.S. Stocks Index $100.00 $128.38 $129.64 $155.50 $163.26 $211.77
- --------------------------------------------------------------------------------------------
NASDAQ Pharmaceutical Index $100.00 $264.74 $221.14 $197.11 $146.35 $271.90
- --------------------------------------------------------------------------------------------
</TABLE>

Assumes $100 invested on December 28, 1990 in Cytogen Common Stock, NASDAQ U.S.
Stocks Index and NASDAQ Pharmaceutical Index

*Total return assumes reinvestment of dividends

12
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT
AND PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of February 22, 1996,
with respect to the beneficial ownership of the Company's Common Stock by each
person known by the Company to be the beneficial owner of more than 5% of its
outstanding Common Stock, by each director and nominee for election as a
director, by each executive officer named in the Summary Compensation Table,
and by all executive officers and directors as a group. Except as indicated in
the footnotes to the table, the persons named in the table have sole voting
and investment power with respect to all shares of Common Stock beneficially
owned by them. The number of shares set forth below includes those shares
issuable pursuant to options which are exercisable within 60 days of February
22, 1996.

<TABLE>
<CAPTION>
NUMBER PERCENTAGE
NAME AND ADDRESS(1) OF SHARES OF CLASS
------------------- --------- ----------
<S> <C> <C>
Henry L. Hillman, Elsie Hilliard Hillman and C.G. 5,551,524 11.84%
Grefenstette, Trustees...................................
2000 Grant Building
Pittsburgh, PA 15219(2)
Ronald J. Brenner......................................... 3,802,109 8.11%
Two Walnut Grove Drive, Suite 130
Horsham, PA 19044(4)
Hillman Medical Ventures partnerships..................... 3,713,909 7.92%
824 Market Street, Suite 900
Wilmington, DE 19801(3)
Hal S. Broderson.......................................... 3,715,009 7.92%
Two Walnut Grove Drive, Suite 130
Horsham, PA 19044(4)
Charles G. Hadley......................................... 3,714,159 7.92%
Two Walnut Grove Drive, Suite 130
Horsham, PA 19044(4)
Thomas J. McKearn(5)...................................... 536,600 1.14%
Frederick M. Miesowicz(5)................................. 96,656 *
T. Jerome Madison(5)...................................... 119,844 *
Robert T. Maguire(5)...................................... 47,620 *
John D. Rodwell(5)(6)..................................... 148,300 *
Richard J. Walsh(5)....................................... 22,000 *
John E. Bagalay, Jr.(7)................................... 198,552 *
William C. Mills III(5)................................... 39,910 *
Charles E. Austin(5)...................................... 1,500 *
Robert F. Hendrickson(5).................................. 1,000 *
Donald E. O'Neill......................................... 5,000 *
Bruce R. Ross(5).......................................... 2,200 *
All executive officers and directors as a group (17
persons)(5).............................................. 5,050,901 10.65%
</TABLE>
- --------
* Indicates amount is less than 1%.
(1) All information with respect to beneficial ownership of shares is based
upon filings made by the respective beneficial owners with the Securities
and Exchange Commission (the "SEC") or information provided by such
beneficial owners to the Company.
(2) Includes 116,325 shares of Common Stock held by the Henry L. Hillman Trust
U/A Dated November 18, 1985 (the "HLH Trust"), 20,625 shares of Common
Stock held by Hillman 1984 Limited Partnership ("Hillman 1984"), 4,125
shares of Common Stock held by HCC Investments, Inc. ("HCC"), 1,696,540
shares of Common Stock held by Juliet Challenger, Inc. ("JCI"), 367,445
shares of Common Stock held

13
<PAGE>

by Hillman Medical Ventures 1989 L.P. ("HMV 1989"), 176,470 shares of
Common Stock held by Hillman Medical Ventures 1990 L.P. ("HMV 1990"),
486,622 shares of Common Stock held by Hillman Medical Ventures 1991 L.P.
("HMV 1991"), 110,522 shares of Common Stock held by Hillman Medical
Ventures 1992 L.P. ("HMV 1992"), 1,094,700 shares of Common Stock held by
Hillman Medical Ventures 1994 L.P. ("HMV 1994"), and 1,478,150 shares of
Common Stock held by Hillman Medical Ventures 1995 L.P. ("HMV 1995"). JCI,
HCC, and Wilmington Securities, Inc. (which (i) owns Hillman Properties
West, Inc., the sole general partner of Hillman 1984, and (ii) is the sole
general partner of Hillman/Dover L.P., one of the general partners of HMV
1989, HMV 1990, HMV 1991, HMV 1992, HMV 1994 and HMV 1995 (collectively,
"Hillman Medical Ventures")) are private investment companies owned by
Wilmington Investments, Inc., which, in turn, is owned by The Hillman
Company. The Hillman Company is a private firm engaged in diversified
investments and operations, which is controlled by the HLH Trust. The
trustees of the HLH Trust are Henry L. Hillman, Elsie Hilliard Hillman and
C.G. Grefenstette (the "HLH Trustees"). Consequently, the HLH Trustees
share voting and investment power with respect to the shares held of record
by the HLH Trust, JCI, HCC, Hillman 1984, and Hillman Medical Ventures and
may be deemed to be the beneficial owners of such shares. Does not include
an aggregate of 155,100 shares of Common Stock held by four irrevocable
trusts for the benefit of members of the Hillman family (collectively, the
"Family Trusts"), as to which shares the HLH Trustees (other than Mr.
Grefenstette) disclaim beneficial interest. C.G. Grefenstette and Thomas G.
Bigley are trustees of the Family Trusts and, as such, share voting and
investment power over the shares held by the Family Trusts.
(3) Includes 367,445 shares of Common Stock held by HMV 1989, 176,470 shares
of Common Stock held by HMV 1990, 486,622 shares of Common Stock held by
HMV 1991, 110,522 shares of Common Stock held by HMV 1992, 1,094,700
shares of Common Stock held by HMV 1994 and 1,478,150 shares of Common
Stock held by HMV 1995.
(4) Includes 3,713,909 shares held by Hillman Medical Ventures. Each of Drs.
Broderson and Brenner and Mr. Hadley is a general partner of Cashon
Biomedical Associates, L.P., which is a general partner of the Hillman
Medical Ventures Partnerships and, therefore, may be deemed to be the
beneficial owner of such shares. Drs. Broderson and Brenner and Mr. Hadley
share voting and investment power with respect to the shares held by
Hillman Medical Ventures and disclaim beneficial ownership of the
1,992,715 shares beneficially owned by the HLH Trustees, Hillman 1984,
HCC, JCI and the Family Trusts referred to in note 2 above.
(5) Includes shares of Common Stock which the named persons have the vested
right to acquire upon the exercise of stock options, as of February 22,
1996, as follows: Dr. McKearn: 201,600; Dr. Miesowicz: 96,656; Mr.
Madison: 36,000; Dr. Maguire: 47,620; Dr. Rodwell: 81,300; Mr. Walsh:
17,000; Mr. Mills: 29,200; Mr. Austin: 1,000; Mr. Hendrickson: 1,000; and
Mr. Ross: 2,200 shares. Group number includes the shares of Common Stock
which the named persons and the following executive officers have the
vested right to acquire upon the exercise of stock options, within sixty
days of February 22, 1996: Pamela M. Murphy: 9,000; and Richard Murawski:
20,500 shares.
(6) Includes 7,000 shares held by Dr. Rodwell's wife as custodian for two
children under the Pennsylvania Uniform Gift to Minors Act. Dr. Rodwell
disclaims beneficial ownership of the 7,000 shares held by his wife.
(7) Includes 198,552 shares of Common Stock held by B.U.N.P., a partnership
acting as nominee for Boston University. Dr. Bagalay, a partner of
B.U.N.P., shares voting and investment power over the shares held by
B.U.N.P., but disclaims beneficial ownership of such shares.

CERTAIN TRANSACTIONS

In June 1995, the Company entered into an Agreement and Plan of Merger, as
amended (the "Merger Agreement"), with Cellcor, Inc. ("Cellcor") and a wholly-
owned subsidiary of Cytogen (the "Merger Subsidiary"), which provided that
Cellcor would be merged with and into the Merger Subsidiary (the "Cellcor
Merger"), whereupon the separate corporate existence of Cellcor would cease
and the Merger Subsidiary would change its name to Cellcor, Inc. Ronald J.
Brenner (a director and nominee for director of the Company in this

14
<PAGE>

Proxy Statement) is a general partner of the managing general partner of
Hillman Medical Ventures partnerships and was a director, President, and chief
executive officer of Cellcor at the time of the Cellcor Merger. Hillman
Medical Ventures partnerships and certain of their affiliates (collectively,
the "Cellcor Principal Stockholders") owned 46.5% of the Cellcor common stock
and 95.2% of the Cellcor preferred stock. The Cellcor Principal Stockholders
agreed to vote such shares in favor of the Cellcor Merger pursuant to a Voting
and Subscription Agreement (the "Voting Agreement"). In addition, the Merger
Agreement provided that upon effectiveness of the Cellcor Merger, Ronald J.
Brenner, as designee of the Cellcor Principal Stockholders, and John E.
Bagalay, Jr. (a director and nominee for director in this Proxy Statement)
would be elected to the Company's Board of Directors. In addition, during the
two-year period following the Cellcor Merger, and thereafter, for so long as
the Cellcor Principal Stockholders own at least 5% of the outstanding shares
of Common Stock, the Company is required to use its best efforts to cause to
be nominated Dr. Brenner or another designee of the Cellcor Principal
Stockholders for election to the Board of Directors.

In connection with the Cellcor Merger, each holder of Cellcor common stock
was granted the non-transferable right to purchase 1.118 shares of Common
Stock of the Company for each share of Cellcor common stock held by such
holder at the close of business on August 17, 1995, at a price of $3.89 per
share of Common Stock of the Company (the "Subscription Offering").
Consummation of the Cellcor Merger was conditioned upon the purchase of at
least $12.0 million of the Subscription Offering. Certain of the Cellcor
Principal Stockholders had committed to purchase up to $12.0 million of the
shares in the Subscription Offering.

On October 16, 1995, the Company's stockholders approved the issuance of the
Company's securities necessary to effect the acquisition of Cellcor and the
Subscription Offering. On October 20, 1995, the Company completed its
acquisition of Cellcor by merging Cellcor with and into the Merger Subsidiary.
At that time, each outstanding share of Cellcor common stock was converted
into the right to receive .60 shares of Common Stock of the Company and each
outstanding share of Cellcor Convertible Preferred Stock was converted into
the right to receive 218.94 shares of Common Stock of the Company. As a result
of the Cellcor Merger, the Company (i) will issue a maximum of 4,713,564
shares of Common Stock to acquire Cellcor, and (ii) issued 5,144,388 shares of
Common Stock in connection with the Subscription Offering. As a result of the
Cellcor Merger and the Subscription Offering, certain Cellcor Principal
Stockholders (and Dr. Brenner) are deemed to be beneficial owners of more than
5% of the Company's outstanding Common Stock. See "SECURITY OWNERSHIP OF
MANAGEMENT AND PRINCIPAL STOCKHOLDERS". Pursuant to the terms of the Voting
Agreement, the Cellcor Principal Stockholders have agreed that they will not
contract to sell, sell or otherwise transfer any shares of Common Stock of the
Company received by them in the Cellcor Merger or purchased by them in the
Subscription Offering for a period of two years following the effective date
of the Cellcor Merger. On the second anniversary of the Cellcor Merger and
each six months thereafter, the Cellcor Principal Stockholders may so sell or
transfer one third of the shares so acquired.

15
<PAGE>

PROPOSAL TWO. APPROVAL OF PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION

INTRODUCTION

On January 23, 1996, the Board of Directors of the Company authorized,
subject to approval by the Company's stockholders, an amendment to the
Company's Certificate of Incorporation to increase the total number of shares
of capital stock the Company is authorized to issue from 75,000,000 shares to
95,000,000 shares and to increase the total number of shares of Common Stock
the Company is authorized to issue from 69,600,000 shares to 89,600,000
shares. No change is proposed in the number of shares of preferred stock
authorized.

A copy of Article FIFTH of the Company's Certificate of Incorporation as it
would appear if the proposed amendment is authorized by the stockholders is
contained in Exhibit A to this Proxy Statement.

REASONS FOR THE PROPOSED AMENDMENT

The Company's capital requirements depend on numerous factors, including
without limitation, the development and timing of commercialization activities
and alliances, the progress of its research and development programs, the time
and costs involved in obtaining regulatory approvals, the cost of filing,
prosecuting, defending and enforcing any patent claims and other intellectual
property rights, competing technological and market developments, changes in
the Company's existing research relationships, the Company's ability to
establish collaborative and strategic alliances and the purchase of additional
facilities and capital equipment. The Board of Directors believes that, in
order to meet the Company's funding needs through the time when the Company is
expected to begin generating significant revenues from its commercial product
sales and in order to engage in other strategic acquisitions, such as its
mergers with CytoRad Incorporated and Cellcor, it is likely that additional
issuances and sales of Common Stock, or of other securities convertible into
or exchangeable for Common Stock, will be necessary. It is likely that the
Company will seek to raise capital by offering and selling securities during
1996 and thereafter. The proposed increase in the number of shares of Common
Stock authorized will permit the Company to move quickly, without the delay
and expense of a special stockholders meeting or consent solicitation, if the
Board of Directors determines that it is desirable for the Company to issue
shares of Common Stock in excess of the currently authorized number of shares
in circumstances such as possible equity offerings, business acquisitions,
strategic alliances or other business opportunities. The additional shares so
authorized will be available for issuance from time to time to such entities
and for such consideration as the Board of Directors shall determine. The
Company will not seek further approval from the stockholders for issuance of
the additional shares so authorized unless such stockholder approval is
otherwise required under applicable law or the rules of the Nasdaq National
Market (on which the Common Stock is traded). The Board of Directors believes
that, if the proposed amendment to the Certificate of Incorporation is not
approved by the Company's stockholders, the Company's ability to raise capital
will be unduly restricted and that the Company could be adversely affected.

As of February 22, 1996, the Company was authorized to issue 69,600,000
shares of common stock, par value $.01 per share. Of this amount, 46,881,707
shares had been issued, and the following number of shares of Common Stock
were reserved for issuance: 4,291,742 shares were reserved for issuance upon
exercise of issued and outstanding warrants; approximately 3,700,000 shares
were reserved for issuance pursuant to stock option and stock award plans and
agreements (although an additional 2,300,000 shares will be reserved if
proposals 3 and 4 described below are approved); approximately 2,332,000
shares were reserved for issuance pursuant to existing put rights; and 371,035
shares remained to be issued to Cellcor stockholders who had not yet tendered
their shares for exchange in connection with the Cellcor Merger. As a result,
as of that date (assuming approval of proposals 3 and 4 described below),
approximately 9,723,516 shares of Common Stock remained authorized and
available for issuance.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

16
<PAGE>

PROPOSAL THREE. APPROVAL OF AMENDMENT TO 1988 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS

INTRODUCTION

Subject to stockholder approval, the Board of Directors has approved the
adoption of an amendment to the Cytogen Corporation 1988 Stock Option Plan for
Non-Employee Directors (the "Directors Plan") to increase the total number of
shares of Common Stock authorized for issuance upon exercise of options under
the Directors Plan from 100,000 shares to 300,000 shares (collectively, the
"Directors Options"). Of the 100,000 shares currently authorized at March 29,
1996, only 14,000 shares remained available for future option grants.

The Board of Directors approved the adoption of the Directors Plan in 1988
and amendments thereto in 1995, which adoption and amendments were approved by
the stockholders at the 1989 and 1995 annual meetings of stockholders,
respectively. The principal purpose of the Directors Plan is to provide for
automatic, non-discretionary grants of stock options to non-employee or
"outside" directors. The Board of Directors believes this is the most
appropriate means of giving outside directors a meaningful stake in the future
of the Company while minimizing any potential conflict of interest with
respect to the granting of stock options. If the proposed amendment is not
approved by the stockholders, the remaining Directors Options available for
grant will not be sufficient to provide in full for the annual non-
discretionary grant of Directors Options to the non-employee directors in 1996
and no Directors Options will remain available for grants in future years. The
non-employee directors are not eligible to participate in any other stock
option plan currently in effect at the Company. Accordingly, to continue to
further the purposes underlying the Directors Plan, the Board of Directors
recommends a vote FOR the proposed amendment to increase the number of shares
authorized for issuance upon exercise of options under the Directors Plan.

The following summary description of the Directors Plan, as proposed to be
amended, is qualified in its entirety by the prospectus covering the shares
available for issuance pursuant to Directors Options, and by the full text of
the Directors Plan, as amended, copies of which may be obtained by the
Company's stockholders upon request to the Office of the Corporate Secretary
of the Company.

THE DIRECTORS PLAN

Purposes. The purposes of the Directors Plan are to further the interests of
the Company by retaining the services of persons serving as non-employee
directors of the Company, attracting and retaining the services of persons
capable of serving on the Board of Directors of the Company and providing
incentives for such persons to exercise maximum efforts to promote the success
of the Company.

Eligibility. Directors Options are granted under the Directors Plan only to
persons who on the date of grant of the option are directors but not employees
of the Company. At March 29, 1996, seven (7) members of the Board of Directors
were outside directors.

Administration. The Directors Plan is administered by the Board of Directors
or a committee appointed by the Board of Directors.

Option Provisions. The grants of Directors Options under the Directors Plan
are non-discretionary. Under the Directors Plan, each person who is appointed
a director on or after May 23, 1995 and who (i) has not previously served as a
director and (ii) is not an employee as of the effective date of the
appointment, will be granted an option to purchase 8,000 shares of Common
Stock, as of the effective date of appointment as a director. On the day
following each annual meeting of stockholders of the Company, each person who
is on that date a non-employee director and was re-elected at that meeting
will be granted an option to purchase 6,000 shares of Common Stock. Directors
Options granted pursuant to the Directors Plan will be granted automatically
and without the need for further action by the Company, the Board of Directors
or the Company's stockholders.

17
<PAGE>

All Directors Options issued under the Directors Plan will be non-qualified
stock options. All will expire ten years after the date of grant, and all will
be exercisable in accordance with a phased vesting schedule in increments of
20% per year beginning one year after the date of grant. Thus, for example,
the holder of a Directors Option for 6,000 shares issued under the Directors
Plan may acquire 1,200 shares beginning one year after the date of issuance,
2,400 shares beginning two years after the date of issuance, and so on. This
vesting schedule is subject to acceleration (i.e., the option becomes
exercisable with respect to 100% of the shares it covers) on the occurrence of
a merger, tender offer and certain other change-of-control situations, and on
voluntary retirement after age 65.

Directors Options granted under the Directors Plan will be exercisable only
while the optionee is a director and within three months after he ceases to be
a director, except that if an optionee ceases to be a director because of
death or disability, (i) the Directors option may be exercised up to one year
after the termination of service and (ii) it may be exercised in full (i.e.,
without regard to the vesting schedule referred to above). Directors Options
will be non-transferrable other than by will or by operation of the laws of
descent and distribution. In the event of the death of the optionee, the
Directors Option will be exercisable by his estate.

Consideration. Recipients of Directors Options will not pay for them.
Directors Options are exercisable at a price equal to the mean of the high and
low sale prices of the Common Stock as reported on the Nasdaq National Market
on the date of grant. The price due upon exercise of Directors Options will be
payable in full in cash at the time of exercise. The closing price of Common
Stock reported on the Nasdaq National Market for March 29, 1996 was [$ .]

Number of Shares. The maximum number of shares of Common Stock as to which
Directors Options may be granted under the Directors Plan, as proposed to be
amended, is 300,000. At March 29, 1996, 14,000 shares remained available for
future option grants under the Directors Plan. Shares issuable upon
expiration, cancellation or surrender of unexercised Directors Options become
available again for this purpose. The number of shares and the exercise price
of Directors Options granted under the Directors Plan will be subject to
adjustment in certain events, including reorganizations or reclassifications
of the Common Stock, in order to prevent dilution of the optionee's rights.

The Directors Plan will terminate on November 30, 1998, unless sooner
terminated. The Board of Directors may suspend or terminate the Directors
Plan, and may amend the Directors Plan, except that the approval of the
Company's stockholders will be required for any amendment involving (i) an
increase in the maximum number of shares of Common Stock which may be issued
on exercise of Directors Options granted under the Directors Plan; (ii) a
change in the times at which Directors Options are required to be granted, the
number of Directors Options required to be granted or the provisions of
Directors Options required to be granted under the Directors Plan; or (iii)
any change in the categories of persons eligible to receive Directors Options
under the Directors Plan. Notwithstanding the foregoing, the Board of
Directors may not, more than once in any six month period (other than to
comport with changes in the Internal Revenue Code of 1986, as amended (the
"Code"), the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder), amend any provision of the Directors Plan (A) regarding
the eligibility of directors to receive Directors Options, (B) stating the
amount and price of securities into which Directors Options are exercisable,
or (C) specifying the timing of the grant of Directors Options.

FEDERAL TAX TREATMENT

Under the Directors Plan, only non-qualified stock options may be issued. An
optionee recognizes no taxable income and the Company is not entitled to a
deduction when a non-qualified option is granted. Upon exercise of a non-
qualified option, an optionee will realize ordinary income in an amount equal
to the excess of the fair market value of the shares over the exercise price
and the Company will be entitled to a corresponding deduction. (Special rules
apply in the case of a non-qualified option exercise by an optionee who is
subject to the short-swing profit recapture rules of Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")). Upon sale
of the option shares, an optionee will realize short-term or long-term capital
gain

18
<PAGE>

or loss, depending upon whether the shares have been held for more than one
year, equal to the difference between the sale price of the shares and the
fair market value of the shares on the date the optionee recognizes income
with respect to the option exercise.

The following chart sets forth the amounts that will be received by each of
the following groups under the Directors Plan in fiscal year 1996 (assuming
stockholder approval of this proposal):

NEW PLAN BENEFITS

1988 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS(1)(4)

<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF SHARES
----------------- ----------------
<S> <C>
Executive Group (1 person)(2).................................. 6,000
Non-Executive Director Group (5 persons)(3).................... 30,000(1)
</TABLE>
- --------
(1) The New Plan Benefits chart assumes that each current non-executive
director (other than Mr. Ross) will be re-elected (and will be eligible to
receive Directors Options) on May 23, 1996, the day after the 1996 Annual
Meeting of Stockholders when the annual non-discretionary grant of options
will occur. On that date, under the Directors Plan, each member of the
non-executive director group will receive options to purchase 6,000 shares
or an aggregate of 30,000 shares.
(2) While Mr. Mills, as Chairman of the Board, is an executive officer of the
Company, he is not an employee of the Company and, therefore, is eligible
to receive options under the Directors Plan. On May 23, 1996, he will
receive Directors Options to purchase 6,000 shares.
(3) The group includes Messrs. Austin, Hendrickson, O'Neill, Brenner and
Bagalay. Mr. Ross has advised the Company of his decision not to stand for
re-election at the 1996 Annual Meeting of Stockholders.
(4) The Directors Options to be granted on May 23, 1996 will have an exercise
price equal to the mean of the high and low sale prices of the Common
Stock as reported on the Nasdaq National Market on the date of grant. The
closing price of Common Stock reported on the Nasdaq National Market for
March [ ], 1996 was [$ ].

All current executive officers, as a group (which group includes only
William C. Mills III), have received Directors Options to purchase 17,000
shares of Common Stock at exercise prices ranging from $3.875 to $17.00 per
share. All current directors who are not executive officers, as a group, have
received Director Options to purchase 58,000 shares of Common Stock at
exercise prices ranging from $3.188 to $4.75 per share. Each nominee for
election as a director has received Director Options to purchase shares of
Common Stock, as follows: William C. Mills III, 17,000 shares at exercise
prices ranging from $3.875 to $17.00 per share; Charles E. Austin, 11,000
shares at exercise prices ranging from $4.03 to $4.75 per share; Robert F.
Hendrickson, 11,000 shares at exercise prices ranging from $3.188 to $4.03 per
share; T. Jerome Madison, 0 shares; Thomas J. McKearn, 0 shares; Donald E.
O'Neill, 8,000 shares at an exercise price of $4.03 per share; Ronald J.
Brenner, 8,000 shares at an exercise price of $4.375 per share; and John E.
Bagalay, Jr., 8,000 shares at an exercise price of $4.375 per share. Bruce R.
Ross, who has advised the Company of his decision not to stand for re-election
at the 1996 Annual Meeting of Stockholders, received options to purchase
12,000 shares of Common Stock under the Directors Plan at exercise prices
ranging from $3.75 to $4.375 per share.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE ADOPTION OF THE AMENDMENT TO THE DIRECTORS PLAN.

19
<PAGE>

PROPOSAL FOUR. APPROVAL OF AMENDMENTS TO 1995 STOCK OPTION PLAN

INTRODUCTION

Subject to stockholder approval, the Board of Directors has approved the
adoption of amendments to the Cytogen Corporation 1995 Stock Option Plan (the
"1995 Plan") to (i) increase the total number of shares of Common Stock
authorized for issuance upon exercise of options under the 1995 Plan (the
"Options") by 2,100,000 shares, from 2,402,635 shares to 4,502,635 shares,
(ii) permit the granting of options under the 1995 Plan to (a) officers and
employees of the Company's subsidiaries and (b) consultants to the Company or
its subsidiaries and (iii) permit the granting of incentive stock options
under the 1995 Plan to all employees of the Company, not just salaried
employees. Of the 2,402,635 shares of Common Stock currently authorized, at
March 29, 1996 only 141,315 shares remained available for future option
grants. The proposed increase in the total number of shares of Common Stock
available for issuance under the 1995 Plan, taken together with the proposed
increase under the Director Plan, equals approximately 4.9% of the total
outstanding shares of Common Stock as of March 29, 1996.

The Board of Directors approved the adoption of the 1995 Plan in 1995 and
the stockholders approved its adoption at the 1995 Annual Meeting of
Stockholders. The 1995 Plan, together with the Cytogen Corporation 1989
Employee Stock Option Plan and its predecessors (as amended, the "1989 Plan"),
have been used by the Company since 1982 as a means of attracting and
retaining the services of persons now serving as officers and other employees
of the Company, attracting and retaining the services of persons capable of
serving as officers and employees of the Company and providing incentives for
such employees to exert maximum efforts to promote the success of the Company.

Upon the approval by the stockholders of the 1995 Plan, the Board of
Directors suspended the issuance of additional options under the 1989 Plan,
although all options then outstanding under the 1989 Plan remain outstanding
until exercised or earlier terminated. The 1995 Plan as originally adopted
provided that, subject to certain adjustments, the maximum number of shares of
Common Stock as to which Options may be granted thereunder was 2,402,635
shares minus the number of outstanding options granted under the 1989 Plan
that were exercised after the effective date of the 1995 Plan. To calculate
the number of shares available for grant on any particular date, the Committee
is required to subtract from the maximum number that number of shares subject
to outstanding options under the 1995 Plan and the 1989 Plan. As of March 29,
1996, 118,640 options granted under the 1989 Plan have been exercised since
the effective date of the 1995 Plan. Therefore, as of that date, the maximum
number of Options available for grant under the 1995 Plan was reduced to
2,283,995 shares. Of that number, Options to purchase an aggregate of 998,500
shares have been granted under the 1995 Plan and options to purchase an
aggregate of 1,144,180 shares remain outstanding under the 1989 Plan.
Therefore, only 141,315 shares remain available for future Option grants under
the 1995 Plan.

Furthermore, the 1995 Plan currently limits participation to officers and
employees of the Company and the granting of incentive stock options to
salaried employees of the Company. In light of the Company's recent
acquisition of Cellcor, its wholly-owned subsidiary, and the contributions to
the Company made by its non-salaried employees and derived from its
relationship with certain outside consultants, the Board has approved the
adoption of amendments (a) to permit the granting of options to officers and
employees of the Company's subsidiaries and to consultants to the Company and
its subsidiaries and (b) permit the granting of incentive stock options to all
employees, not just salaried employees. To better further the purposes of the
1995 Plan for both the Company and its subsidiaries, the Board of Directors
recommends a vote FOR the proposed amendments to the 1995 Plan.

The following summary description of the 1995 Plan, as proposed to be
amended, is qualified in its entirety by the prospectus covering the shares
available for issuance pursuant to the Options, and by the full text of the
1995 Plan, copies of which may be obtained by the Company's stockholders upon
request to the Office of the Corporate Secretary of the Company.

20
<PAGE>

THE 1995 PLAN

Eligibility. Options may be granted under the 1995 Plan, as proposed to be
amended, only to persons who either are officers or employees of, or
consultants to, the Company or its subsidiaries, or who have agreed to become
officers or employees of, or consultants to, the Company or its subsidiaries,
and, in either case, are determined by the Committee, designated by the Board
of Directors (the "Committee"), to be of substantial importance to the Company
or its subsidiaries (the "Optionees"). At February 22, 1996, approximately
eleven (11) officers and 149 employees of the Company and its subsidiaries
were eligible to participate in the 1995 Plan, as proposed to be amended. It
is not possible to state at this time whether a particular executive officer,
all current executive officers as a group, a particular nominee for director
or all non-executive officers as a group will be granted Options under the
1995 Plan or the benefit or value of such Options, since these matters will be
determined by the Committee based on each participant's level of
responsibility, compensation and contribution to the Company's success. As of
February 22, 1996, the Company had granted Options to purchase an aggregate of
998,500 shares at exercise prices ranging from $3.625 to $7.8125 per share
pursuant to the 1995 Plan. (For information regarding Options granted under
the 1995 Plan to certain executive officers of the Company, see "Executive
Compensation" above). As of that date, the Company had granted Options to the
following groups or persons: all current executive officers as a group
received Options to purchase 791,000 shares at exercise prices ranging from
$4.094 to $5.469 per share (including 430,000 shares to the executive officers
named on the Summary Compensation Table); each nominee for election as a
director who is eligible to receive Options under the 1995 Plan received
Options to purchase the following numbers of shares: William C. Mills III,
12,000 shares at an exercise price of $4.094; Thomas J. McKearn, 135,000
shares at exercise prices ranging from $4.6875 to $5.469 per share; and T.
Jerome Madison, 90,000 shares at exercise prices ranging from $4.6875 to
$5.469 per share; each other person who received 5% of such options received
Options to purchase the following numbers of shares: L. Michael Hinds, 95,000
shares at exercise prices ranging from $4.656 to $5.469 per share; Richard
Murawski, 84,000 shares at exercise prices ranging from $4.6875 to $5.469 per
share; Pamela M. Murphy, 70,000 shares at exercise prices ranging from $4.6875
to $5.469 per share; and John D. Rodwell, 90,000 shares at exercise prices
ranging from $4.6875 to $5.469 per share; and all current employees, including
all current officers who are not executive officers, as a group, received
Options to purchase 207,500 shares at exercise prices ranging from $4.375 to
$7.8125 per share.

Administration. The Committee is authorized to interpret and administer the
1995 Plan, to select participants to whom Options will be granted, to
determine the time when Options will be granted and the terms and provisions
of the Options (which may differ from one another), and to adopt and make
changes in the rules and regulations for carrying out the 1995 Plan. The
Committee members must be Board members who are not employees of the Company
and who are not eligible to participate in the 1995 Plan. The Board of
Directors may amend the 1995 Plan, except that stockholder approval is
required to increase the maximum number of shares of Common Stock that may be
issued on exercise of Options granted under the 1995 Plan, to change the
categories of persons eligible to receive Options, increase the limit on the
number of shares that may be granted per Optionee, or to take any other action
that requires stockholder approval under Section 16(b) of the Exchange Act.

Grants. No eligible Optionee may be granted Options to purchase more than
200,000 shares in any one calendar year. Under the 1995 Plan, eligible
Optionees may be granted either incentive stock options or non-qualified stock
options. Incentive stock options are intended to be "incentive stock options"
under Section 422 of the Code; non-qualified stock options are those options
which do not qualify under Section 422 of the Code. The exercise price of an
incentive stock option must be at least equal to 100% of the fair market value
of the shares of Common Stock on the date of grant, although the exercise
price of a non-qualified stock option may be less than such fair market value.
The aggregate fair market value (determined at the time an Option is granted)
of the Common Stock with respect to which incentive stock options are first
exercisable by an Optionee during any calendar year may not exceed $100,000.

21
<PAGE>

The mere grant of an Option does not require any consideration from the
Optionee. The Committee may, in its discretion, provide that payment of the
exercise price of an Option may be made in cash, previously-owned shares of
Common Stock or an interest-bearing promissory note.

Options will be exercisable over a period to be designated by the Committee,
but not prior to six months or more than ten years (or five years for certain
incentive stock options) after the date of grant. Except as otherwise
determined by the Committee, Options granted under the 1995 Plan, as proposed
to be amended, will be exercisable only while the Optionee is employed or
engaged by the Company and within three months after termination of employment
or engagement generally or within 12 months after termination of employment or
engagement by reason of death or disability. All Options granted under the
1995 Plan are non-transferable other than by will or by operation of the laws
of descent and distribution. In the event of the death of an Optionee, the
Option will be exercisable by his estate.

If an Option expires or is cancelled or surrendered without being exercised
in full, the number of shares as to which the Option is not exercised will
once again become shares as to which new Options may be granted.

The maximum number of shares of Common Stock as to which Options may be
granted under the 1995 Plan, as proposed to be amended, is limited to
4,502,635 shares minus the number of outstanding options granted under the
1989 Plan that are exercised after the effective date of the 1995 Plan (or
4,383,995 as of March 29, 1996). The closing price of Common Stock reported on
the Nasdaq National Market for March 29, 1996 was [$ ].

Term. The 1995 Plan became effective as of March 28, 1995 and will remain in
effect for ten years thereafter or until sooner terminated by the Board of
Directors.

Performance-Based Compensation. The 1995 Plan permits grants of Options to
eligible employees that qualify as "performance-based compensation" under
section 162(m) of the Code. It is intended that all compensation income
recognized by Optionees who are subject to Section 162(m) of the Code as the
result of the exercise of Options or the disposition of Common Stock acquired
on exercise of Options will be considered performance-based compensation
excludable from such Optionee's "applicable employee remuneration" pursuant to
section 162(m) of the Code. Therefore, the exercise price for such Options
shall not be less than the fair market value of the Common Stock on the date
of grant. The provisions of the 1995 Plan will be interpreted and applied by
the Committee insofar as possible to comply with Section 162(m) of the Code.

FEDERAL TAX TREATMENT

Under the present federal tax laws, the federal income tax treatment of
Options under the 1995 Plan is as follows:

An Optionee recognizes no taxable income and the Company is not entitled to
a deduction when an incentive stock option is granted or exercised. If an
Optionee sells shares acquired upon exercise, after complying with requisite
holding periods, any gain or loss realized upon such sale will be long-term
capital gain or loss. The Company will not be entitled to take a deduction as
a result of any such sale. If an Optionee disposes of such shares before
complying with requisite holding periods, the Optionee will recognize ordinary
income and the Company will be entitled to a corresponding deduction.

An Optionee recognizes no taxable income and the Company is not entitled to
a deduction when a non-qualified option is granted. Upon exercise of a non-
qualified option, an Optionee will realize ordinary income in an amount equal
to the excess of the fair market value of the shares over the exercise price,
and, provided that the applicable conditions of Section 162(m) of the Code are
met, the Company will be entitled to a corresponding deduction. (Special rules
apply in the case of a non-qualified option exercise by an Optionee who is
subject to the short-swing profit recapture rules of Section 16(b) of the
Exchange Act.) Upon sale of the Option shares, an Optionee will realize short-
term or long-term capital gain or loss, depending upon whether the shares have
been

22
<PAGE>

held for more than one year, equal to the difference between the sale price of
the shares and the fair market value of the shares on the date the Optionee
recognizes income with respect to the Option exercise.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE ADOPTION OF THE 1995 STOCK OPTION PLAN.

PROPOSAL FIVE. RATIFICATION OF APPOINTMENT OF AUDITORS

Subject to stockholder ratification, the Board of Directors has reappointed
the firm of Arthur Andersen LLP as independent public accountants to audit the
Company's books and accounts for fiscal year 1996. If the stockholders do not
ratify this appointment, the appointment may be reconsidered by the Board of
Directors.

Arthur Andersen LLP has audited the Company's books since 1982. Audit
services provided by the firm for the year ended December 31, 1995 included
the audit of the Company's financial statements and consultation with respect
to filings with the Securities and Exchange Commission and other matters
related to accounting and financial reporting. Representatives of Arthur
Andersen LLP are expected to be present at the 1996 Annual Meeting of
Stockholders with the opportunity to make a statement if they desire to do so
and to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR SUCH RATIFICATION

PROPOSAL SIX. OTHER BUSINESS

The Board of Directors does not intend to present any business other than
the matters described in this Proxy Statement at the Annual Meeting. If any
other matter is presented at the Annual Meeting which under applicable proxy
regulations need not be included in this Proxy Statement or which the Board of
Directors did not know a reasonable time before this solicitation would be
presented, the persons named in the accompanying proxy have discretionary
authority to vote proxies with respect to such matter in accordance with their
best judgment.

FUTURE STOCKHOLDER PROPOSALS

The Company must receive at the Office of the Corporate Secretary any
proposal which a stockholder wishes to submit to the 1997 Annual Meeting of
Stockholders before December [ ], 1996, if the proposal is to be considered by
the Board of Directors for inclusion in the proxy material for that meeting.

By Order of the Board of Directors

T. Jerome Madison
Secretary

April , 1996

23
<PAGE>

EXHIBIT A

"FIFTH A. Total Capital Stock. The total number of shares of all classes of
capital stock which the corporation shall have the authority to issue is
ninety-five million (95,000,000) shares, of which eighty-nine million, six
hundred thousand (89,600,000) shall be shares of Common Stock, the par value
of which is one cent ($.01) per share, amounting in the aggregate to eight
hundred ninety-six thousand dollars ($896,000) and five million, four hundred
thousand (5,400,000) shall be shares of Preferred Stock, the par value of
which is one cent ($.01) per share, amounting in the aggregate to fifty-four
thousand dollars ($54,000).

B. Common Stock. Each holder of Common Stock shall be entitled to one vote
for each share of Common Stock held on all matters on which holders of Common
Stock shall be entitled to vote.

C. Preferred Stock. The Board of Directors of the Corporation is authorized
to cause the Preferred Stock to be issued in one or more series, with such
voting powers, full or limited, or no voting powers, and with such
designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions providing for
the issue of such stock adopted by the Board of Directors. The Board of
Directors of the Corporation is expressly authorized to adopt such resolution
or resolutions and to issue such stock as may be desirable.

D. Residual Rights. All rights accruing to the outstanding shares of the
Corporation not expressly provided for to the contrary herein shall be vested
in the outstanding shares of Common Stock and Preferred Stock pari passu."

24
<PAGE>

[LOGO OF CYTOGEN CORPORATION APPEARS HERE]

Notice of 1996 Annual Meeting and Proxy Statement
<PAGE>

APPENDIX A

CYTOGEN CORPORATION 1988 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS

AMENDMENT NO. 2

Pursuant to the power reserved to it in Section 12 of the Cytogen
Corporation 1988 Stock Option Plan for Non-Employee Directors (the "Plan"),
the Board of Directors of Cytogen Corporation hereby amends the Plan as
follows:

1. The first sentence of Section 5 is hereby amended and restated to read
as follows:

"The maximum number of shares of Common Stock as to which Options may
be granted under this Plan is 300,000 shares."

2. This Amendment No. 2 to the Plan shall be effective only after approval
of a majority of the Company's stockholders as set forth in Section 12.

To record the adoption of this Amendment No. 2, the Company has caused its
authorized officers to affix its corporation name and seal this day of ,
1996.

Corporate Seal Cytogen Corporation

Attest: _____________________________ By: _________________________________
<PAGE>

APPENDIX B

CYTOGEN CORPORATION 1995 STOCK OPTION PLAN

AMENDMENT NO. 1

Pursuant to the power reserved to it in Section 14 of the Cytogen
Corporation 1995 Stock Option Plan (the "Plan"), the Board of Directors of
Cytogen Corporation hereby amends the Plan as follows:

1. Section 1(a) is hereby amended and restated in its entirety to read as
follows:

" (a) The purposes of this Plan are to further the interests of Cytogen
Corporation (the "Company") and its Subsidiaries by retaining the services
of persons now serving as officers and other employees and consultants of
the Company and its Subsidiaries, attracting and retaining the services of
persons capable of serving as officers, employees and consultants of the
Company and its Subsidiaries and providing incentives for such employees
and consultants to exert maximum efforts to promote the success of the
Company and its Subsidiaries."

2. The definition of "Employee" in Section 2 is hereby amended and restated
in its entirety to read as follows:

" `Employee' means any person employed by the Company or any of its
Subsidiaries (including, without limitation, a person employed by the
Company or any of its Subsidiaries who is also an officer or director of
the Company or any of its Subsidiaries)."

3. The definition of "Plan" in Section 2 is hereby amended and restated in
its entirety to read as follows:

" `Plan' means the Cytogen Corporation 1995 Stock Option Plan, as
amended."

4. The definition of "Termination of Employment" in Section 2 is hereby
deleted in its entirety and replaced by the following:

" `Termination of Service' means (a) the time when the employee-employer
relationship between an Employee and the Company ceases to exist for any
reason, or (b) the time when an officer who is not also an Employee ceases
to be an officer of the Company for any reason or (c) the time when an
Eligible Consultant ceases to be such a consultant for any reason,
including, but not limited to, a termination by resignation, discharge,
death, Total Disability or retirement. Any leave of absence taken with the
consent of the Company for a period of not more than 90 days shall not be a
Termination of Service, or if longer, so long as the optionee's right to
reemployment with the Company is guaranteed by contract. If the period of
leave exceeds 90 days and if the right to reemployment is not guaranteed by
contract, the Termination of Service will be deemed to occur on the 91st
day of the leave."

5. The definition of "Total Disability" in Section 2 is hereby amended and
restated in its entirety to read as follows:

" `Total Disability' means inability of an Employee or Eligible
Consultant to engage in any substantial gainful activity by reason of a
medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months. All determinations as to the
date and extent of disability of an Employee or Eligible Consultant will be
made by the Committee."

6. Section 2 is hereby amended to add the following definition:

" `Eligible Consultant' means a consultant providing services to, and who
is not an employee of, the Company or any of its Subsidiaries."
<PAGE>

7. Section 2 is hereby amended to add the following definition:

"Subsidiary" means any corporation that, at the time in question is a
subsidiary corporation of the Company within the meaning of section 424(f)
of the Code.

8. Section 3(a) is hereby amended and restated in its entirety to read as
follows:

"(a) This Plan shall be administered by a Committee, which shall be
composed of not less than two Outside Directors who are also Disinterested
Directors. The Committee may, from time to time, adopt or rescind rules and
regulations for carrying out the provisions and purposes of this Plan.
Subject to the express provisions of this Plan, the Committee shall have
sole authority, in its absolute discretion, to determine which officers,
Employees and Eligible Consultants shall receive Options, the time when
Options shall be granted, the terms and provisions of the Options (which
may differ from one another) and to do everything necessary or appropriate
to administer this Plan, including, without limitation, interpreting the
provisions of this Plan and the Options. All determinations made by the
Committee with respect to this Plan and the Options shall be final, binding
and conclusive."

9. Section 4(a) is hereby amended and restated in its entirety to read as
follows:

"(a) Options may be granted under this Plan only to persons who at the
Date of Grant either (i) are officers, Employees or Eligible Consultants of
the Company or any of its Subsidiaries or (ii) have agreed to become
officers, Employees or Eligible Consultants of the Company or any of its
Subsidiaries, and, in either case, are determined by the Committee to be of
substantial importance to the Company or any of its Subsidiaries."

10. Section 4(b) is hereby amended and restated in its entirety to read as
follows:

"(b) Options granted to persons who are not yet officers, Employees or
Eligible Consultants at the Date of Grant may not be exercised until the
optionee has become an officer, Employee or Eligible Consultant, and shall
expire if the optionee fails to commence service as an officer, Employee or
Eligible Consultant within six months (or such other period as the
Committee may determine) after the Date of Grant."

11. Section 4(c) is hereby amended and restated in its entirety to read as
follows:

"(c) Incentive Stock Options may be granted only to persons who are
Employees at the Date of Grant, and only on such terms as are provided in
paragraphs 6, 7 and 8 hereof."

12. Section 4(d) is hereby amended and restated in its entirety to read as
follows:

"(d) No Employee or Eligible Consultant to whom Options may be granted
under this Plan may be granted Options to purchase more than 200,000 shares
in any one calendar year."

13. Section 5(a) is hereby amended and restated in its entirety to read as
follows:

"(a) Subject to any adjustment as provided in paragraph 9, the maximum
number of shares of Common Stock as to which Options may be granted under
this Plan is 4,502,635 shares reduced by the number of outstanding options
granted under the Cytogen Corporation 1989 Employee Stock Option Plan (the
"1989 Plan") that are exercised after the effective date of this Plan. If
any Option expires or is cancelled or surrendered without being exercised
in full, the number of shares as to which the Option is not exercised will
once again become shares as to which new Options may be granted. The Common
Stock which is issued on exercise of Options may be authorized but unissued
shares or shares which have been issued and reacquired by the Company."

14. Section 5(b) is hereby amended and restated in its entirety to read as
follows:

"(b) For administrative purposes only, the Committee shall establish an
account indicating the number of shares of Common Stock as to which Options
may then be granted under this Plan (the "Current

B-2
<PAGE>

Account"), and the Committee may issue Options only with respect to the
shares of Common Stock available for grant as set forth in the Current
Account. The Current Account shall contain the number of shares available
for grant calculated as follows: (a) 4,502,635, minus (b) the number of
shares of Common Stock subject to options granted under the 1989 Plan that
are exercised after the effective date of this Plan, minus (c) the number
of shares of Common Stock subject to outstanding options granted under the
1989 Plan and this Plan, plus (d) the number of shares of Common Stock
subject to outstanding options granted under the 1989 Plan and/or this Plan
that expire, are cancelled or surrendered without being exercised in full."

15. Section 6(a) is hereby amended and restated in its entirety to read as
follows:

" (a) Subject to paragraph 4(d), the Committee will have complete
discretion to determine when, and to which officers or other Employees or
Eligible Consultants, Options are to be granted, the number of shares of
Common Stock to which Options granted to each officer or other Employee or
Eligible Consultant, will relate, whether and to what extent Options
granted to an officer or other Employee or Eligible Consultant, will be
Incentive Stock Options or Non-Qualified Options and, subject to the
provisions of paragraphs 7 and 8, the Exercise Price and the term of each
Option. The Committee may, in its discretion at the time of granting the
Option, provide that the Exercise Price may be paid in cash, by the
surrender of Common Stock, by an interest-bearing promissory note, or by
other means; subject, however, to any requirements of applicable law which
may limit the type or amount of such non-cash consideration. If payment by
promissory note is permitted: (i) the optionee shall be required to make a
cash payment upon exercise of the Option of not less than 20% of the
Exercise Price; (ii) the note shall provide for full recourse against the
maker; and (iii) the note shall be payable in full prior to its stated
maturity upon the optionee's Termination of Service for any reason other
than death or Total Disability."

16. Section 7(f) is hereby amended and restated in its entirety to read as
follows:

" (f) TERMINATION OF SERVICE OF HOLDER OF OPTION OTHER THAN BECAUSE OF
TOTAL DISABILITY OR DEATH. If there is a Termination of Service of a person
to whom an Option has been granted, other than by reason of the person's
death or Total Disability, each Option held by the person may be exercised
(if otherwise exercisable) until the earlier of (i) the end of the three-
month period immediately following the date of the Termination of Service,
(ii) the expiration of the term specified in the Option, or (iii) such
earlier time as may be determined by the Committee at the time of granting
the Option."

17. Section 7(g) is hereby amended and restated in its entirety to read as
follows:

" (g) TOTAL DISABILITY OF HOLDER OF OPTION. If there is a Termination of
Service of a person to whom an Option has been granted by reason of his or
her Total Disability, each Option held by the person may be exercised (if
otherwise exercisable) until the earlier of (i) the end of the one-year
period immediately following the date of the Termination of Service, (ii)
the expiration of the term specified in the Option, or (iii) such earlier
time as may be determined by the Committee at the time of granting the
Option."

18. Section 7(h) is hereby amended and restated in its entirety to read as
follows:

" (h) DEATH OF HOLDER OF OPTION. If there is a Termination of Service of
a person to whom an Option has been granted by reason of his or her death,
or a former officer or Employee or Eligible Consultant dies following the
date of his or her Termination of Service but at a time when an Option
still would be exercisable by that person but for the death of the person,
each Option held by the person at the time of his or her death may be
exercised by the person or persons to whom the Option passed by will or by
the laws of descent and distribution (but by no other persons) until the
earlier of (i) the end of the one-year period immediately following the
date of death (or such other period as may be determined by the Committee
at the time of granting the Option), (ii) the expiration of the term
specified in the Option, or (iii) if the death occurs after the Termination
of Service, the end of the period in which the Option could be exercised
under paragraph 7(f) or (g)."

B-3
<PAGE>

19. Section 14 is hereby amended and restated in its entirety to read as
follows:

"14. AMENDMENT OF THE PLAN.

The Board of Directors may at any time and from time to time modify or
amend this Plan in any respect effective at any date the Board of Directors
determines; provided, that without the approval of the stockholders of the
Company the Board of Directors may not, (i) except as provided in paragraph
9, increase the maximum number of shares of Common Stock which may be
issued on exercise of Options granted under this Plan; (ii) change the
categories of persons eligible to receive Options; (iii) increase the per-
optionee limit specified in paragraph 4(d), or (iv) take any other action
requiring the approval of the stockholders of the Company in order to
maintain the exemption available under Rule 16b-3 (or any similar rule) of
the Securities and Exchange Commission. No modification or amendment of
this Plan will, without the consent of the holder of an outstanding Option,
adversely affect the holder's rights under that Option."

20. This Amendment No. 1 to the Plan shall be effective only after approval
of a majority of the Company's stockholders as set forth in Section 14.

To record the adoption of this Amendment No. 1, the Company has caused its
authorized officers to affix its corporation name and seal this 22nd day of
May, 1996.

Corporate Seal Cytogen Corporation

Attest: _____________________________ By: _________________________________

B-4
<PAGE>

Proxy Card Language
- -------------------
Preliminary Copy

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL ITEMS

1. The election of directors.

Nominees:
---------

Charles E. Austin
John E. Bagalay, Jr.
Ronald J. Brenner
Robert F. Hendrickson
T. Jerome Madison FOR WITHHELD
Thomas J. McKearn
William C. Mills III [_] [_]
Donald E. O'Neill

(To withhold authority to vote for any individual nominees write such nominee's
name in the space provided below)

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

2. Approval of amendment to the Company's Certificate of Incorporation to
increase the total number of authorized shares of capital stock from 75,000,000
shares to 95,000,000 shares;
FOR AGAINST ABSTAIN

[_] [_] [_]

3. Approval of amendment to the Cytogen Corporation 1988 Stock Option Plan
for Non-Employee Directors;
FOR AGAINST ABSTAIN

[_] [_] [_]

4. Approval of amendments to the Cytogen Corporation 1995 Stock Option Plan;

FOR AGAINST ABSTAIN

[_] [_] [_]

5. The ratification of Arthur Andersen LLP as independent auditors;

FOR AGAINST ABSTAIN

[_] [_] [_]

6. The transaction of such other business as may properly come before the
meeting.

If you plan to attend the Annual Meeting check the box above

DATED: __________________, 1996

----------------------------------------
SIGNATURE(S) OF STOCKHOLDER (S)

NOTE: The signature (s) should appear
the same as it appears on the address
label on this proxy. When signing as
executor, administrator, trustee,
guardian, or attorney, please give full
title as such. For joint accounts or
co-fiduciaries, all joint owners or
co-fiduciaries should sign.

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS

(back of card)

CYTOGEN CORPORATION
PROXY
SOLICITED BY THE BOARD OF DIRECTORS

WILLIAM C. MILLS III, THOMAS J. MCKEARN AND T. JEROME MADISON, and each of
them, with full power of substitution, are hereby appointed the Proxies of, and
authorized to represent, the undersigned and to vote all of the shares of Common
Stock of CYTOGEN CORPORATION entitled to be voted by the undersigned as of March
29, 1996 as directed on the reverse side and, in their discretion, on all other
matters which may properly come before the Annual Meeting of Stockholders to be
held on May 22, 1996, and at any adjournment thereof as if the undersigned were
present and voting at the meeting.

Whether or not you expect to attend the meeting, you are urged to execute
and return this proxy, which you may revoke at any time prior to its use.

The shares represented by this proxy will be voted as directed by the
stockholder. Where no direction is given when the duly executed proxy is
returned, such shares will be voted FOR all items.

TO BE VOTED, YOU MUST SIGN ON THE REVERSE SIDE
(CONTINUED ON THE REVERSE SIDE)