UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          -----------------------------
                                    FORM 10-Q

       (Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended June 30, 2003
                                -------------

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to
                               ----------    ----------

                        Commission file number 000-14879

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

            Delaware                                             22-2322400
-------------------------------                           ----------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)


           650 College Road East, Suite 3100, Princeton, NJ 08540-5308
           -----------------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

       Registrant's Telephone Number, Including Area Code: (609) 750-8200
                                                            -------------

           Indicate  by check mark  whether  the  registrant:  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days: Yes X No    .
                                             ---   ---

           Indicate by checkmark  whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes X  No   .
                                                   ---   ---

           Indicate  the number of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

            Class                                  Outstanding at August 1, 2003
----------------------------                       -----------------------------
Common Stock, $.01 par value                                 11,040,846

<PAGE>
                               CYTOGEN CORPORATION

                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>



                                                                                  Page
                                                                                  ----

<S>                                                                                 <C>
PART I.  FINANCIAL INFORMATION...................................................   1

     Item 1.  Consolidated Financial Statements (unaudited)......................   1

              Consolidated Balance Sheets as of June 30, 2003 and
                 December 31, 2002...............................................   2

              Consolidated Statements of Operations for the Three and Six
                 Months Ended June 30, 2003 and 2002.............................   3

              Consolidated Statements of Cash Flows for the Six Months
                 Ended June 30, 2003 and 2002 ...................................   4

              Notes to Consolidated Financial Statements.........................   5

     Item 2.  Management's Discussion and Analysis of Financial Condition and
              Results of Operations..............................................  11

     Item 3.      Quantitative and Qualitative Disclosures About Market Risk.....  24

     Item 4.      Controls and Procedures........................................  24

PART II.  OTHER INFORMATION......................................................  25

     Item 2.      Changes in Securities and Use of Proceeds......................  25

     Item 4.      Submission of Matters to a Vote of Security Holders............  26

     Item 5.      Other Information..............................................  28

     Item 6.      Exhibits and Reports on Form 8-K...............................  28

SIGNATURES.......................................................................  32

</TABLE>

                                      -i-

<PAGE>




                         PART I - FINANCIAL INFORMATION
                         ------------------------------
             ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




























                                       1
<PAGE>
<TABLE>
<CAPTION>



                                 CYTOGEN CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS
                     (ALL AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                              (UNAUDITED)

                                                                             JUNE 30,      DECEMBER 31,
                                                                               2003            2002
                                                                           -----------     ------------
<S>                                                                         <C>             <C>
ASSETS:
Current Assets:
  Cash and cash equivalents ..........................................      $  13,529       $  14,725
  Accounts receivable, net ...........................................          1,290           1,778
  Inventories ........................................................          2,029           1,262
  Other current assets ...............................................            632             643
                                                                            ---------       ---------

    Total current assets .............................................         17,480          18,408

Property and Equipment, net ..........................................            783           1,072

Other Assets .........................................................            703             414
                                                                            ---------       ---------

                                                                            $  18,966       $  19,894
                                                                            =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Current portion of long-term liabilities ...........................      $      75       $      80
  Accounts payable and accrued liabilities ...........................          3,839           4,427
  Deferred revenue ...................................................            323             385
                                                                            ---------       ---------

    Total current liabilities ........................................          4,237           4,892
                                                                            ---------       ---------

Long-Term Liabilities ................................................          2,535           2,614
                                                                            ---------       ---------

Deferred Revenue .....................................................          1,670           1,800
                                                                            ---------       ---------

Stockholders' Equity:
  Preferred stock, $.01 par value, 5,400,000 shares authorized -
     Series C Junior Participating Preferred Stock, $.01 par value,
     200,000 shares authorized, none issued and outstanding ........              -               -

  Common stock, $.01 par value, 25,000,000 shares authorized,
    9,818,756 and 8,758,235 shares issued and outstanding
    at June 30, 2003 and December 31, 2002, respectively .............             99              88
  Additional paid-in capital .........................................        372,126         366,884
  Deferred compensation ..............................................             (2)             (4)
  Accumulated deficit ................................................       (361,699)       (356,380)
                                                                            ---------       ---------

    Total stockholders' equity .......................................         10,524          10,588
                                                                            ---------       ---------

                                                                            $  18,966       $  19,894
                                                                            =========       =========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                 2
<PAGE>


                                     CYTOGEN CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                               (ALL AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                  (UNAUDITED)
<TABLE>
<CAPTION>


                                                                    THREE MONTHS                 SIX MONTHS
                                                                   ENDED JUNE 30,              ENDED JUNE 30,
                                                             -------------------------    -------------------------
                                                                 2003          2002          2003          2002
                                                             ----------     ----------    ----------     ----------
<S>                                                           <C>           <C>           <C>            <C>
REVENUES:
  Product related:
    ProstaScint .........................................     $ 1,599       $ 1,971       $  3,219       $  4,047
    BrachySeed ..........................................           -           565            240          1,017
    Others ..............................................          98            56            123            110
                                                              -------       -------       --------       --------
            Total product sales .........................       1,697         2,592          3,582          5,174

    Quadramet royalties .................................         465           510            914          1,009
                                                              -------       -------       --------       --------
            Total product related .......................       2,162         3,102          4,496          6,183

    License and contract ................................         164            65            307            280
                                                              -------       -------       --------       --------

            Total revenues ..............................       2,326         3,167          4,803          6,463
                                                              -------       -------       --------       --------

OPERATING EXPENSES:
  Cost of product related revenues ......................         900         1,241          1,810          2,295
  Research and development ..............................         771         1,746          1,604          5,545
  Equity loss in PSMA LLC ...............................       1,086           595          1,966          1,108
  Selling and marketing .................................       1,174         1,622          2,476          3,075
  General and administrative ............................       1,740         1,200          2,816          2,710
                                                              -------       -------       --------       --------

            Total operating expenses ....................       5,671         6,404         10,672         14,733
                                                              -------       -------       --------       --------

            Operating loss ..............................      (3,345)       (3,237)        (5,869)        (8,270)

INTEREST INCOME  ........................................          23            72             59            149
INTEREST EXPENSE ........................................         (46)          (42)           (93)           (84)
                                                              -------       -------       --------       --------

            Loss before income taxes ....................      (3,368)       (3,207)        (5,903)        (8,205)

INCOME TAX BENEFIT ......................................           -             -           (584)             -
                                                              -------       -------       --------       --------

NET LOSS ................................................     $(3,368)      $(3,207)      $ (5,319)      $ (8,205)
                                                              =======       =======       ========       ========

BASIC AND DILUTED NET LOSS PER SHARE ....................     $ (0.37)      $ (0.39)      $  (0.60)      $  (1.00)
                                                              =======       =======       ========       ========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ..............       9,051         8,308          8,909          8,217
                                                              =======       =======       ========       ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                3
<PAGE>






                                CYTOGEN CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (ALL AMOUNTS IN THOUSANDS)
                                             (UNAUDITED)

<TABLE>
<CAPTION>


                                                                 SIX MONTHS ENDED JUNE 30,
                                                                ---------------------------
                                                                   2003             2002
                                                                ---------        ----------
<S>                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss    ...............................................      $(5,319)         $(8,205)
Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization .....................           306              407
       Stock-based compensation expenses .................           502              747
       Amortization of deferred revenue ..................          (192)            (280)
       Stock-based milestone payment .....................             -            2,000
       Changes in assets and liabilities:
         Receivables, net ................................           488              872
         Inventories .....................................          (767)             518
         Other assets ....................................          (293)            (511)
         Accounts payable and accrued liabilities ........          (574)            (462)
                                                                --------         --------

       Net cash used in operating activities .............        (5,849)          (4,914)
                                                                --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of product rights ...............................             -             (500)
Net proceeds from sale of equipment ......................             -              100
Purchases of property and equipment ......................            (2)             (24)
                                                                --------         --------

       Net cash used in investing activities .............            (2)            (424)
                                                                --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ...................         4,739           12,980
Payment of long-term liabilities .........................           (84)             (49)
                                                                --------         --------

       Net cash provided by financing activities .........         4,655           12,931
                                                                --------         --------

Net increase (decrease) in cash and cash equivalents......        (1,196)           7,593

Cash and cash equivalents, beginning of period ...........        14,725           11,309
                                                                --------         --------

Cash and cash equivalents, end of period .................      $ 13,529         $ 18,902
                                                                ========         ========

</TABLE>
              The accompanying notes are an integral part of these statements.

                                              4

<PAGE>
                      CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.  THE COMPANY

BACKGROUND

         Cytogen  Corporation  ("Cytogen" or the  "Company")  of Princeton,  New
Jersey is a product-driven,  oncology-focused biopharmaceutical company. Cytogen
markets   proprietary  and  licensed  oncology  products  through  its  in-house
specialty  sales  force:   Quadrdamet(R)  (a  skeletal   targeting   therapeutic
radiopharmaceutical   for  the   relief   of  pain  due  to  bone   metastases);
ProstaScint(R)  (A  monoclonal  antibody-based  imaging  agent used to image the
extent  and  spread  of  prostate   cancer),   and  NMP22   BladderChek(TM)   (a
point-of-care,  in vitro  diagnostic  test for bladder  cancer).  The  Company's
pipeline  is  comprised  of product  candidates  at various  stages of  clinical
development,  including  fully human  monoclonal  antibodies and cancer vaccines
based  on  PSMA  prostate   specific  membrane  antigen   technology,   or  PSMA
technologies,  which Cytogen exclusively licensed from Memorial  Sloan-Kettering
Cancer Center.  Cytogen also conducts research in cellular signaling through its
subsidiary, AxCell Biosciences.

         In addition to the  products  listed  above,  in August  2000,  Cytogen
expanded its product  pipeline by entering  into  marketing,  license and supply
agreements  with  Advanced  Magnetics,   Inc.  for  Combidex(R),   which  is  an
investigational  magnetic resonance imaginG (MRI) contrast agent that assists in
the differentiation of metastatic from non-metastatic lymph nodes. Cytogen holds
exclusive  United States  marketing  rights to Combidex.  Advanced  Magnetics is
continuing its discussions with the FDA relating to outstanding issues regarding
an approvable  letter  received from the FDA in June 2000, in an effort to bring
Combidex to market.

         Cytogen  has had a history of  operating  losses  since its  inception.
Although  the  Company  continually  looks to expand its product  pipeline,  the
Company  currently  relies  on two  products.  ProstaScint  and  Quadramet,  for
substantially  all of its revenues.  In addition,  the Company has, from time to
time, ceased sales of certain products,  such as BrachySeed and OncoScint CR/OV,
that the Company previously believed would generate significant revenues for its
business. The Company's products are subject to significant regulatory review by
the FDA and other federal and state agencies,  which requires  significant  time
and expenditures in seeking product approvals.  In addition,  the Company relies
on collaborative  partners to a significant  degree to manufacture its products,
to secure raw materials,  and to provide  licensing rights to their  proprietary
products for the Company to sell and market to others.

BASIS OF CONSOLIDATION

         The consolidated  financial  statements include the accounts of Cytogen
and  its  subsidiaries.   Intercompany   balances  and  transactions  have  been
eliminated in consolidation.

                                       5
<PAGE>

BASIS OF PRESENTATION

         The consolidated  financial statements and notes thereto of Cytogen are
unaudited and include all adjustments,  which in the opinion of management,  are
necessary to present fairly the financial condition and results of operations as
of  and  for  the  periods  set  forth  in  the  Consolidated   Balance  Sheets,
Consolidated Statements of Operations and Consolidated Statements of Cash Flows.
All  such  accounting  adjustments  are  of  a  normal,  recurring  nature.  The
consolidated  financial  statements  do not include all of the  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America  and  should  be read in  conjunction  with the  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K,  as amended,  filed with the  Securities  and Exchange  Commission,  which
includes  financial  statements as of and for the year ended  December 31, 2002.
The  results  of the  Company's  operations  for  any  interim  period  are  not
necessarily  indicative of the results of the Company's operations for any other
interim period or for a full year.

CASH AND CASH EQUIVALENTS

         Cash and cash  equivalents  include cash on hand, cash in banks and all
highly-liquid investments with a maturity of three months or less at the time of
purchase.

INVENTORIES

         The Company's  inventories  are primarily  related to  ProstaScint  and
NMP22  BladderChek.  Inventories are stated at the lower of cost or market using
the first-in, first-out method and consisted of the following:


                                          June 30, 2003        December 31, 2002
                                          -------------        -----------------

   Raw materials....................       $    39,000           $   506,000
   Work-in process..................         1,695,000                39,000
   Finished goods...................           295,000               717,000
                                           -----------           -----------
                                           $ 2,029,000           $ 1,262,000
                                           ===========           ===========
NET LOSS PER SHARE

         Basic net loss per  common  share is based  upon the  weighted  average
common shares outstanding during each period.  Diluted net loss per common share
is the same as basic  net loss per  share,  as the  inclusion  of  common  stock
equivalents would be antidilutive due to the Company's losses.

OTHER COMPREHENSIVE LOSS

         Other   comprehensive  loss  consisted  of  an  unrealized  loss  on  a
marketable security.  For the three and six months ended June 30, 2002, the fair
market value of that security decreased $223,000 and $539,000, respectively, and

                                       6
<PAGE>

as a result,  the comprehensive loss for the three and six months ended June 30,
2002 was  $3,430,000  and  $8,744,000,  respectively.  There were no  marketable
securities  outstanding  during  the first half of 2003 and  therefore  no other
comprehensive gains or losses.

STOCK-BASED COMPENSATION

         The Company  follows  the  intrinsic  value  method of  accounting  for
stock-based  employee  compensation  in  accordance  with APB  Opinion  No.  25,
"Accounting  for Stock Issued to Employees",  and related  interpretations.  The
Company  records  deferred  compensation  for option grants to employees for the
amount,  if any, by which the market price per share exceeds the exercise  price
per share at the measurement date, which is generally the grant date.

         The Company follows the disclosure provisions of Statement of Financial
Accounting  Standards (SFAS) 123 "Accounting for Stock-Based  Compensation",  as
amended by SFAS No. 148,  "Accounting for Stock-Based  Compensation - Transition
and  Disclosure."  Had  compensation  cost for options  been  recognized  in the
consolidated statements of operations using the fair value method of accounting,
the Company's net loss and net loss per share would have been:
<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                      JUNE 30,                            JUNE 30,
                                           ----------------------------        -----------------------------

                                                2003             2002               2003            2002
                                                ----             ----               ----            ----

<S>                                        <C>              <C>                <C>             <C>
Net loss, as reported ..................   $ (3,368,000)    $ (3,207,000)      $ (5,319,000)   $ (8,205,000)
  Add: Stock-based employee
   compensation expense
   included in reported net loss .......               -          203,000             1,000         491,000
  Deduct: Total stock-based
   employee compensation
   expense determined under
   fair value-based method for
   all awards ..........................        (361,000)        (885,000)         (712,000)     (1,674,000)
                                           -------------      -----------      ------------    ------------
Pro forma net loss .....................   $  (3,729,000)    $ (3,889,000)     $ (6,030,000)   $ (9,388,000)
                                           =============     ============      ============    ============
Basic and diluted net loss per
share, as reported .....................   $       (0.37)    $      (0.39)     $      (0.60)   $      (1.00)
                                           =============     ============      ============    ============
Pro forma basic and diluted net
loss per share .........................   $       (0.41)           (0.47)     $      (0.68)   $      (1.14)
                                           =============     ============      ============    ============
</TABLE>

2. EQUITY LOSS IN PSMA DEVELOPMENT CO. LLC

         In June 1999,  Cytogen  entered  into a joint  venture  with  Progenics
Pharmaceuticals   Inc.   ("Progenics",   and  collectively  with  Cytogen,   the
"Members"),  the PSMA Development Company LLC, (the "Joint Venture"), to develop
vaccine  and  antibody-based   immunotherapeutic  products  utilizing  Cytogen's
exclusively  licensed  PSMA  technology.  The Joint  Venture is owned equally by
Cytogen and Progenics.


                                       7
<PAGE>

         The Company  accounts for the Joint  Venture using the equity method of
accounting.  Through November 2001,  Progenics was obligated to fund the initial
$3.0 million of the development costs. Beginning in December 2001, Cytogen began
to recognize 50% of the Joint Venture's  operating  results in its  consolidated
statements  of  operations.  The Joint  Venture is expected to continue to incur
losses in future  years.  For the three  months  ended  June 30,  2003 and 2002,
Cytogen recognized  $1,086,000 and $595,000,  respectively,  of such losses. For
the six months ended June 30, 2003 and 2002, Cytogen  recognized  $1,966,000 and
$1,108,000,  respectively,  of such losses. As of June 30, 2003 and December 31,
2002,  the carrying  value of the Company's  investment in the Joint Venture was
$286,000 and $1,000, respectively, which represents Cytogen's investment to date
in the Joint Venture,  less its cumulative share of losses, which net investment
is recorded in other assets.  Selected  financial  statement  information of the
Joint Venture is as follows:

                                             JUNE 30,         DECEMBER 31,
                                               2003               2002
                                          -------------       -----------

Balance Sheet Data:

Cash ..................................   $    925,000        $    290,000
                                          ============        ============

Accounts payable.......................   $    371,000        $    304,000
Capital contributions..................     15,898,000          11,399,000
Accumulated deficit....................    (15,344,000)        (11,413,000)
                                          ------------        ------------

                                          $    925,000        $    290,000
                                          ============        ============
<TABLE>
<CAPTION>


                                  THREE                         SIX
                              MONTHS ENDED                  MONTHS ENDED        FOR THE PERIOD
                                JUNE 30,                      JUNE 30,        FROM JUNE 15, 1999
                      ---------------------------   -------------------------   (INCEPTION) TO
                           2003          2002           2003         2002        JUNE 30, 2003
                      ------------   -----------    -----------   -----------   ---------------

<S>                   <C>            <C>            <C>           <C>            <C>
Interest income....   $     1,000    $     4,000    $     1,000   $     4,000    $    230,000
Total expenses.....     2,173,000      1,193,000      3,932,000     2,220,000      15,574,000
                      -----------    -----------    -----------   -----------    ------------

Net loss .........    $(2,172,000)   $(1,189,000)   $(3,931,000)  $(2,216,000)   $(15,344,000)
                      ===========    ===========    ===========   ===========    ============
</TABLE>

         In July 2003, the Members agreed to: (i) an updated work plan governing
the  activities of the Joint  Venture for the  remainder of 2003,  including the
execution  of  various  third-party  contracts;  (ii) a  budget  for  the  Joint
Venture's operations for 2003 and related capital  contributions of the parties;
and (iii) an amended  services  agreement  pursuant  to which the  Members  will
provide research and development and related services for the remainder of 2003.
The Company is committed to contribute  an additional  $1.8 million to the joint
venture  through the end of 2003.  The Joint  Venture's work plan,  budget,  and
other  operational  and  financial  matters  relating to periods after 2003 will
require the further agreement of the Members.


                                       8
<PAGE>

3.  LITIGATION

         On March 17, 2000,  Cytogen was served with a complaint  filed  against
the  Company in the U.S.  District  Court for the  District  of New Jersey by M.
David   Goldenberg   ("Goldenberg")   and   Immunomedics,   Inc.   (collectively
"Plaintiffs").  The  litigation  claims  that  ProstaScint  infringes  a  patent
purportedly  owned by  Goldenberg  and  licensed  to  Immunomedics.  The Company
believes that ProstaScint does not infringe this patent,  and that the patent is
invalid and  unenforceable.  The patent sought to be enforced in the  litigation
has now expired;  as a result,  the claim even if successful would not result in
an injunction  barring the continued  sale of ProstaScint or affect any other of
Cytogen's products or technology. In addition, the Company has certain rights to
indemnification  against litigation and litigation expenses from the inventor of
technology used in ProstaScint,  which may be offset against royalty payments on
sales of ProstaScint.  On December 17, 2001,  Cytogen filed a motion for summary
judgment of non-infringement  of the asserted claims of the patent-in-suit.  The
Plaintiffs  opposed  that  motion and filed their own  cross-motion  for summary
judgment  of  infringement.  On July 3, 2002,  the Court  denied  both  parties'
summary judgment motions, with leave to renew those motions after hearing expert
testimony  and legal  argument  based upon that  testimony.  On April 29,  2003,
Cytogen's motion for summary judgment of non-infringement of all asserted claims
was granted,  plantiff's  motion for summary judgment of infringement was denied
and the case was ordered closed.  On May 12, 2003,  Plaintiffs filed a Notice of
Appeal  regarding  this  decision  to the U.S.  Court of Appeals for the Federal
Circuit,  and subsequently filed their opening brief in the Court of Appeals for
the Federal Circuit on July 28, 2003.

4.  INCOME TAXES

         During the first quarter of 2003, the Company sold New Jersey State net
operating loss and research and development credit carryforwards, which resulted
in the  recognition  of $584,000 of income tax  benefit.  This  benefit has been
recognized,  as the sale has been  approved by the  necessary  New Jersey  state
authorities, and the Company has completed the sale with a qualified buyer.

5.  SALES OF COMMON STOCK

         In June 2003, the Company entered into a securities  purchase agreement
pursuant  to which the  Company  sold  1,052,632  shares of its common  stock to
certain institutional investors at $4.75 per share, resulting in net proceeds of
approximately  $4.7 million.  In connection with the sale, the Company issued to
the investors  warrants to purchase  315,790  shares of its common stock with an
exercise price of $6.91 per share.  The warrants are  exercisable  until June 6,
2008.

         In July 2003, the Company entered into a securities  purchase agreement
pursuant  to which the  Company  sold  1,172,332  shares of its common  stock to
certain institutional investors at $8.53 per share, resulting in net proceeds of
approximately  $9.4 million.  In connection with the sale, the Company issued to
the investors  warrants to purchase 1,172,332 shares of its common stock with an
exercise price of $12.80 per share.  In addition,  the Company also issued:  (i)
warrants to purchase  100,000 shares of its common stock at an exercise price of
$12.80  per  share to a  consultant  as part of its  compensation  for  services
rendered in  connection  with this  financing;  and (ii) warrants to purchase an
aggregate of 250,000  shares of its common stock at an exercise  price of $10.97

                                       9
<PAGE>
per share to certain of our  stockholders  in exchange for them waiving  certain
rights in connection  with this financing.  The warrants are  exercisable  until
July 10, 2008 and become  automatically  exercised,  in full, if (i) the closing
price of the  Company's  common  stock (or in case no sales are  reported on any
given  trading  day,  the  average of the  closing  bid and asked  prices of the
Company's common stock on the NASDAQ National Market for such trading day) is at
least 130% of the exercise price then in effect for 30 consecutive trading days,
and (ii) a registration  statement to register such shares of common stock to be
issued upon such  exercise has been  declared  effective by the  Securities  and
Exchange  Commission.  Upon  receipt  of written  notice by the  Company of such
automatic exercise,  the holders of the warrants must purchase all of the shares
of common stock underlying  their respective  warrants by paying the Company the
exercise  price  times  the  number of shares  of  common  stock  issuable  upon
exercise.

6.  REACQUISITION OF QUADRAMET

         In  June  2003,  the  Company  announced  that it had  entered  into an
agreement  with  Berlex to  reacquire  marketing  rights to  Quadramet  in North
America and Latin America in exchange for an upfront payment of $8.0 million and
royalties based on future sales of Quadramet,  subject to Cytogen  obtaining any
necessary  financing for the  reacquisition.  The  agreement  with Berlex became
effective  August 1,  2003.  Accordingly,  effective  August 1,  2003,  we began
recording  all revenue from the sales of  Quadramet.  We will no longer  receive
royalty revenue.

7.  MANUFACTURING COMMITMENT

         In  August  2003,  the  Company  completed  the  reacquisition  of  the
marketing rights to Quadramet from Berlex. As a result,  the Company has assumed
certain  additional  obligations under a Manufacturing and Supply Agreement with
Bristol Meyers Squibb,  including an obligation to pay manufacturing costs of at
least $3.7 million  annually  through 2005. Such obligation for the remainder of
2003 is approximately $1.5 million.

8.  WARRANTS ISSUED TO CONSULTANTS

         In June 2003, the Company issued to consultants warrants to purchase an
aggregate of 100,000  shares of the Company's  common stock at an exercise price
of $5.65 per share for consulting  services.  The warrants are exercisable in 12
equal  installments on each one-month  anniversary from the date of issuance and
are  exercisable  through June 10, 2006. The Company  recorded the fair value of
these  warrants,  in the amount of $497,000,  in its statement of operations for
the second quarter of 2003 using the Black-Scholes pricing model.

9.  STOCK OPTION PLANS

         At the Company's 2003 Annual Meeting of  Stockholders  held on June 10,
2003, the stockholders of the Company approved a proposal to amend the Company's
1995 Stock  Option Plan (the "1995 Stock  Option  Plan") to increase the maximum
number of shares of the Company's Common Stock available for issuance thereunder
from 450,263 to 650,263  shares and to reserve an additional  200,000  shares of
the  Company's  Common Stock for issuance in  connection  with such increase for
awards to be granted under the 1995 Stock Option Plan.


                                       10
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The following discussion contains forward-looking statements within the
meaning of the Private Securities  Litigation Reform Act of 1995 and Section 21E
of the Securities Exchange Act of 1934, as amended.  All statements,  other than
statements of historical  facts,  included in this Quarterly Report on Form 10-Q
regarding our strategy, future operations,  financial position, future revenues,
projected   costs,   prospects,   plans  and   objectives  of   management   are
forward-looking  statements.  The words "anticipates,"  "believes," "estimates,"
"expects,"  "intends," "may," "plans,"  "projects,"  "will," "would" and similar
expressions are intended to identify  forward-looking  statements,  although not
all   forward-looking   statements   contain  these   identifying   words.  Such
forward-looking  statements  involve  a number of risks  and  uncertainties  and
investors  are cautioned  not to put any undue  reliance on any  forward-looking
statement.  We  cannot  guarantee  that  we will  actually  achieve  the  plans,
intentions or  expectations  disclosed in any such  forward-looking  statements.
Risk factors that could cause actual results to differ materially  include those
identified  in our Annual  Report on Form 10-K for the year ended  December  31,
2002, as amended,  under the caption  "Additional Factors That May Affect Future
Results" and those under the caption "Risk  Factors",  as included in certain of
our  other  filings,  from  time to  time,  with  the  Securities  and  Exchange
Commission.   Investors  are  cautioned  not  to  put  undue   reliance  on  any
forward-looking  statement.  Any  forward-looking  statements  made by us do not
reflect the potential impact of any future acquisitions,  mergers, dispositions,
joint ventures or investments  we may make. We do not assume,  and  specifically
disclaim,  any obligation to update any  forward-looking  statements,  and these
statements represent our current outlook only as of the date they are made.

         The following  discussion  and analysis  should be read in  conjunction
with the Financial  Statements  and related notes  thereto  contained  elsewhere
herein, as well as in our Annual Report on Form 10-K for the year ended December
31,  2002,  as  amended,  and from  time to time in our other  filings  with the
Securities and Exchange Commission.

SIGNIFICANT EVENTS IN 2003

         In January 2003, we provided  Draximage Inc. with notice of termination
of each of our License and Distribution  Agreement and Product Manufacturing and
Supply  Agreement  with  respect  to both of  Draximage's  BrachySeed  I-125 and
BrachySeed  Pd-103 products.  Effective January 24, 2003, we no longer accept or
fill new orders for the BrachySeed  products.  In April 2003, we entered into an
agreement with Draximage formally terminating each of these agreements.

         In April 2003, NMP22 BladderChek was awarded clearance from the FDA for
use in diagnosing  patients for bladder  cancer,  in addition to approval gained
previously for the indication of monitoring  patients who have a prior diagnosis
of bladder cancer.  We are in the early-phase of launching NMP22 BladderChek and
are  promoting the product to urologists in the United States using our in-house
sales force.

         In June 2003,  we entered into a  securities  purchase  agreement  with
certain  institutional  investors pursuant to which we issued and sold 1,052,632
shares  of our  common  stock  at $4.75  per  share.  In  connection  with  such

                                       11
<PAGE>

financing,  we also issued warrants to such investors to purchase 315,790 shares
of our common stock with an exercise price of $6.91 per share.  The warrants are
exercisable  until June 6, 2008.  The aggregate net proceeds  received from this
financing of approximately  $4.7 million after transaction costs are expected to
be used for general corporate purposes,  marketing and sales initiatives for our
oncology  products and  development of our prostate  specific  membrane  antigen
(PSMA) technology.

         In June 2003,  we announced  that,  subject to obtaining  the necessary
finacing,  we  entered  into an  agreement  with  Berlex  Laboratories,  a U.S.
affiliate of Schering AG, Germany,  referred to as Berlex Laboratories,  whereby
marketing rights held by Berlex  Laboratories to market  Quadramet  (Samarium Sm
153 Lexidronam),  a skeletal targeting therapeutic  radiapharmaceutical  for the
relief pain due to bone  metastases  arising  from  prostate,  breast,  multiple
myeloma and other types of cancer, in North America and Latin America were to be
returned to us in exchange for an upfront  payment of $8.0 million and royalties
based on future sales.  Effective August 1, 2003, we have reacquired from Berlex
Laboratories the marketing  rights to Quadramet and paid to Berlex  Laboratories
the  upfront payment  of  $8.0 million.  Accordingly,  effective as of August 1,
2003, we began  recording  all revenue from the sales of  Quadramet.  We will no
longer receive royalty revenue.

         In June  2003,  we  announced  that we had  formed a  partnership  with
Siemens Medical  Solutions and the University  Hospitals of Cleveland to promote
advances in prostate cancer imaging. Through this partnership, physicians at the
University  Hospitals of Cleveland will be using Siemens  e.cam(TM) gamma camera
with Flash 3D iterative reconstruction and CT attenuation correction technologY,
in combination  with our  ProstaScint  imaging agent.  The resulting  images may
provide  improvements  for the  diagnosis  and  staging of  metastatic  prostate
cancer.  Also in June 2003,  we announced  the  formation of an alliance with GE
Medical Systems, a unit of General Electric Company, to market a total molecular
imaging  system to help  evaluate  the extent and spread of  prostate  cancer by
integrating  GE  Medical's  Infinia(TM)   Hawkeye(R)  imaging  system  with  our
ProstaScint  imaging  agent.  We cannot assure you that these  partnerships  ANd
alliances  will be successful in increasing  ProstaScint  revenue,  or that such
increase, if any, will be significant.

         In July 2003, we entered into a securities  purchase agreement pursuant
to which we sold 1,172,332  shares of our common stock to certain  institutional
investors at $8.53 per share,  resulting in net proceeds of  approximately  $9.4
million.  In connection  with the sale, we issued to such investors  warrants to
purchase  1,172,332  shares of our common stock with an exercise price of $12.80
per share. In addition,  we also issued: (i) warrants to purchase 100,000 shares
of our common stock at an exercise  price of $12.80 per share to a consultant as
part  of  its  compensation  for  services  rendered  in  connection  with  this
financing;  and (ii) warrants to purchase an aggregate of 250,000  shares of our
common  stock at an  exercise  price of  $10.97  per  share  to  certain  of our
stockholders in exchange for them waiving certain rights in connection with this
financing.  The  warrants  are  exercisable  until  July  10,  2008  and  become
automatically  exercised,  in full,  if (i) the closing  price of the our common
stock (or in case no sales are reported on any given trading day, the average of
the  closing  bid and asked  prices of our common  stock on the NASDAQ  National
Market  for such  trading  day) is at least 130% of the  exercise  price then in
effect for 30 consecutive  trading days,  and (ii) a  registration  statement to
register  such shares of common  stock to be issued upon such  exercise has been

                                       12
<PAGE>

declared  effective by the Securities and Exchange  Commission.  Upon receipt of
written  notice by us of such  automatic  exercise,  the holders of the warrants
must  purchase all of the shares of common  stock  underlying  their  respective
warrants  by paying us the  exercise  price times the number of shares of common
stock issuable upon exercise.  The net proceeds from this financing were used in
our reacquisition of certain marketing rights from Berlex and related expenses.

         In July 2003,  in  connection  with our joint  venture  with  Progenics
Pharmaceuticals,  Inc.,  we and  Progenics  agreed to: (i) an updated  work plan
governing  the  activities  of the  joint  venture  for the  remainder  of 2003,
including the execution of various third-party contracts;  (ii) a budget for the
joint  venture's  operations for 2003 and related capital  contributions  of the
parties; and (iii) an amended services agreement pursuant to which each party to
the joint venture will provide research and development and related services for
the  remainder  of  2003.  The  joint  venture  work  plan,  budget,  and  other
operational  and financial  matters  relating to periods after 2003 will require
the further agreement between us and Progenics.

         In August 2003, we paid to Berlex  Laboratories  the upfront payment of
$8.0 million and have reacquired from Berlex  Laboratories  the marketing rights
to Quadramet.  Accordingly,  effective as of August 1, 2003, we began  recording
all revenue from the sales of Quadramet.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2003 AND 2002

         REVENUES.  Total  revenues  for the  second  quarter  of 2003 were $2.3
million  compared to $3.2 million for the same period in 2002. The decrease from
the prior  year  period is due  primarily  to lower  product  related  revenues.
Product related revenues, which included product sales and royalties,  accounted
for 93% and 98% of total  revenues  for the  second  quarters  of 2003 and 2002,
respectively.  License and  contract  revenues  accounted  for the  remainder of
revenues.

         Product  related  revenues  for the  second  quarter  of 2003 were $2.2
million  compared  to $3.1  million  for the  same  period  in  2002.  Sales  of
ProstaScint  accounted for 74% and 64% of product related revenues in the second
quarters of 2003 and 2002, respectively, while Quadramet royalties accounted for
22% and 16% of product related revenues for such quarters,  respectively.  Sales
of  ProstaScint  were $1.6 million for the second quarter of 2003, a decrease of
$372,000 from $2.0 million in the second quarter of 2002. Such decrease in sales
of  ProstaScint  may  be  due,  in  part,  to  the  tendency  of   radiopharmacy
wholesalers, during times of economic downturn, to order high-priced drugs, such
as ProstaScint, on an as-needed basis, and no longer store quantities for future
use. Additionally,  ProstaScint  historically has been a challenging product for
physicians  and  technologists  to use, in part because  imaging  results may be
difficult to interpret.  While we believe that the period to period  decrease in
ProstaScint  sales that we have  experienced is due, to a large degree,  to such
challenge,  we also  believe  that such  decline in  ProstaScint  revenue may be
reversed  depending upon, among other things,  the  implementation and continued
research relating to the following:


                                       13
<PAGE>

     -    Advances in imaging technology:

          -    Fusion  imaging - an image  processing  technique  that  combines
               functional  information  from a  ProstaScint  scan with  anatomic
               images  provided  by CT  (computed  tomography)  or MR  (magnetic
               resonance) scans in a digital overlay to provide information that
               cannot be achieved with separate imaging  modalities alone, which
               may improve diagnostic interpretation; and

          -    Image  enhancements - improving the quality of ProstaScint images
               through  reconstruction  and  attenuation-correction  methods  to
               address inherent  limitations of single photon emission  computed
               tomography  (SPECT)  imaging  by  correcting  for the  effects of
               radiation scatter and/or inherent collimator/detector blur.

     -    New product applications:

          -    Utilization of ProstaScint scans to guide therapy  ("image-guided
               therapy"),  to enhance  therapy  targeting for treatments such as
               brachytherapy,  cryotherapy and external beam radiation,  such as
               intensity modulated radiation therapy (IMRT); and

          -    Utilization of ProstaScint  scans to guide biopsy  ("image-guided
               biopsy"),  which could be facilitated by future advances in image
               acquisition technology.

         There can be no assurance,  however, that the achievement of any of the
above will significantly increase our sales of ProstaScint.

         Revenues from the sale of BrachySeed  during the second quarter of 2002
were $565,000,  which  represented 18% of product related revenues in the second
quarter of 2002. As described  above,  effective  January 24, 2003, we no longer
accept  or fill new  orders  for the  BrachySeed  I-125  and  BrachySeed  Pd-103
products. In April 2003, we entered into an agreement with Draximage to formally
terminate our agreements with respect to these products.

         Other  product sales  include  sales from NMP22  BladderChek,  which we
began  promoting to  urologists  in the United States in November 2002 using our
in-house sales force,  and OncoScint  CR/OV which we stopped selling in December
2002.  During the second quarter 2003, sales of NMP22  BladderChek were $98,000.
NMP22 BladderChek is one of only two immunoassay fluid tests approved by the FDA
for diagnosing  patients for cancer;  the other is the prostate specific antigen
(PSA) test for prostate cancer. The NMP22 BladderChek test is currently approved
for use in two clinical settings:

     -    Monitoring - In July 2002,  NMP22  BladderChek was approved by FDA for
          monitoring patients previously diagnosed with bladder cancer; and

     -    Diagnosis - In April 2003,  NMP22  BladderChek  was approved by FDA to
          aid in the diagnosis of patients with bladder cancer.

         There can be no assurance however, as to the market acceptance of NMP22
BladderChek or whether sale of NMP22 BladderChek will significantly increase our
revenues.


                                       14
<PAGE>
         We  discontinued  selling  OncoScint CR/OV in December 2002 in order to
focus on our other oncology  products,  since the market for OncoScint CR/OV for
colorectal  cancer diagnosis has been negatively  affected by positron  emission
tomography or "PET" scans which have shown the same or higher  sensitivity  than
OncoScint CR/OV. Sales of OncoScint CR/OV during the second quarter of 2002 were
$56,000.

         Quadramet  royalties for the second  quarter of 2003 were  $465,000,  a
decrease of $45,000 from  $510,000 in the second  quarter of 2002.  Through July
31, 2003,  Quadramet was marketed in the United States by our marketing partner,
Berlex  Laboratories.  In June 2003,  we entered into an  agreement  with Berlex
Laboratories  whereby  marketing  rights held by Berlex  Laboratories  to market
Quadramet  in North  America  and Latin  America  were to be  returned  to us in
exchange for an upfront  payment of $8.0 million and  royalties  based on future
sales. On August 1, 2003, we reacquired such rights from Berlex Laboratories and
began to market Quadramet through an in-house  specialty sales force. We believe
that the period to period decrease in such sales was  attributable,  in part, to
the transition of marketing rights from Berlex to Cytogen.  Currently, we market
Quadramet only in the United States. Schering AG, Germany which acquired CIS Bio
International  in 2000 will  continue to market  Quadramet in Europe as a direct
licensee of Dow Chemical  Company.  We cannot assure you that we will be able to
successfully  market  Quadramet  or that any such sales  will  result in further
revenue  for us in the  future.  We believe  that the  future  growth and market
penetration of Quadramet is dependent upon, among other things:

     -    New clinical data supporting the expanded and earlier use of Quadramet
          in various cancers;
     -    Novel research supporting combination uses with other therapies,  such
          as chemotherapy and bisphophonates;
     -    Establishing  the use of Quadramet at higher doses to target and treat
          primary bone cancers; and
     -    Increased marketing and sales penetration to physicians.

         There can be no assurance that  Quadramet  will achieve  greater market
penetration on a timely basis or result in significant revenues for us.

         License  and  contract  revenues  for the  second  quarter of 2003 were
$164,000  compared to $65,000  for the same  period of 2002.  As a result of our
adoption of  Securities  and Exchange  Commission's  Staff  Accounting  Bulletin
No.101 (referred to as SAB 101) in 2000, license revenues from certain up-front,
non-refundable  license fees previously  recognized in prior years were deferred
and are being  amortized over the estimated  performance  period.  In the second
quarter of 2003, we recognized  $96,000 of deferred  license revenue compared to
$65,000 for the same period in 2002. In the second  quarter of 2003, we recorded
$53,000 of contract  revenues for research and development  services provided by
us to the PSMA  Development  Company  LLC,  our  joint  venture  with  Progenics
Pharmaceuticals  Inc. The level of future revenues for the remainder of 2003, if
any, for contract  services provided to the joint venture will be dependent upon
the  extent of the  research  and  development  services  required  by the joint
venture.

      OPERATING  EXPENSES.  Total  operating  expenses for the second quarter of
2003 were $5.7 million compared to $6.4 million in the same quarter of 2002. The
decrease from the prior year period is attributable  primarily to lower costs of

                                       15
<PAGE>

product   sales  and  lower   selling  and   marketing   expenses   due  to  our
discontinuation of selling and marketing BrachySeed products in January 2003 and
cost-saving   measures   implemented   in  September  2002  as  a  result  of  a
restructuring at our subsidiary  AxCell  Biosciences.  The decrease is partially
offset by  increased  funding for our joint  venture and  increased  general and
administrative  expenses  primarily  from a non-cash  charge related to warrants
granted to certain consultants in 2003.

         Cost of product  related  revenues for the second  quarter of 2003 were
$900,000  compared to $1.2 million in the same period of 2002. The decrease from
the prior year period is  substantially  due to lower product sales,  primarily,
the  discontinuation of selling and marketing of BrachySeed  products in January
2003.

         Research and  development  expenses for the second quarter of 2003 were
$771,000  compared to $1.7 million in the same period of 2002. The decrease from
the  prior  year  period  is  attributable  primarily  to  cost-saving  measures
implemented in September 2002 as a result of a  restructuring  at our subsidiary
AxCell  Biosciences and  development  efforts in the amount of $352,000 in 2002,
which did not recur in 2003,  related to the new  manufacturing and purification
process  for  ProstaScint.  During  the  second  quarters  of 2003 and 2002,  we
invested   $357,000  and  $1.0  million,   respectively,   in  AxCell's   signal
transduction research activities.

         Our share in the equity loss in the PSMA  Development  Company LLC, our
joint venture with Progenics  Pharmaceuticals,  Inc. was $1.1 million during the
second  quarter of 2003  compared to  $595,000  in the same  quarter of 2002 and
represented 50% of the joint venture's  operating results.  The joint venture is
equally  owned by us and  Progenics.  We account for the joint venture using the
equity method of  accounting.  We share equally with  Progenics the costs of the
joint venture. We expect to incur significant and increasing costs in the future
to fund our share of the development  costs from the joint venture.  On July 14,
2003, we agreed with Progenics,  in connection with the joint venture: (i) to an
updated  work  plan  governing  the  activities  of the  joint  venture  for the
remainder of 2003,  including  the execution of various  third-party  contracts;
(ii) to a budget for the joint venture's operations for 2003 and related capital
contributions  of the  parties;  and  (iii)  to an  amended  services  agreement
pursuant to which each party to the joint  venture  will  provide  research  and
development and related  services for the remainder of 2003. The joint venture's
work plan,  budget,  and other  operational  and financial  matters  relating to
periods after 2003 will require the further  agreement between us and Progenics.
There can be no assurances made that such further agreements will be reached.

         Selling and marketing expenses for the second quarter of 2003 were $1.2
million  compared to $1.6 million in the same period of 2002.  The decrease from
the prior  year is  primarily  due to the  discontinuation  of the  selling  and
marketing activities related to the BrachySeed products effective January 2003.

         General and administrative expenses for the second quarter of 2003 were
$1.7 million  compared to $1.2 million in the same period of 2002.  The increase
from the prior year period is primarily due to stock based compensation expenses
related to warrants  granted to certain  consultants,  partially offset by lower
compensation expenses due to reduced staffing.

                                       16
<PAGE>

         INTEREST INCOME/EXPENSE. Interest income for the second quarter of 2003
was $23,000  compared to $72,000 in the same period of 2002.  The decrease  from
the prior year period is due to a lower average yield on  investments  and lower
average cash balances in 2003.  Interest  expense for the second quarter of 2003
was $46,000  compared to $42,000 in the same  period of 2002.  Interest  expense
includes  interest on outstanding  debt and finance  charges  related to various
equipment leases.

         NET LOSS.  Net loss for the  second  quarter  of 2003 was $3.4  million
compared to $3.2 million  reported in the second  quarter of 2002.  The net loss
per share for the second  quarter of 2003 was $0.37  based on  weighted  average
common shares  outstanding  of 9.1 million,  compared to a net loss per share of
$0.39 based on weighted average common shares outstanding of 8.3 million for the
same period in 2002.

SIX MONTHS ENDED JUNE 30, 2003 AND 2002

         REVENUES.  Total revenues for the first half of 2003 and 2002 were $4.8
million and $6.5 million,  respectively. The decrease from the prior year period
is due  primarily  to lower  product  related  revenues and  royalties.  Product
related revenues, which included product sales and royalties,  accounted for 94%
of total  revenues in the first half of 2003 compared to 96% from the comparable
period of 2002.  License and contract  revenues  accounted  for the remainder of
revenues.

         Product related  revenues for the first half of 2003 and 2002 were $4.5
million and $6.2 million,  respectively.  Sales of ProstaScint accounted for 72%
and 65% of  product  related  revenues  in the  first  half of  2003  and  2002,
respectively,  while  Quadramet  royalties  accounted for 20% and 16% of product
related revenues for such periods, respectively.  Sales of ProstaScint were $3.2
million for the first half of 2003  compared to $4.0  million for the first half
of 2002.  Such  decrease in sales of  ProstaScint  may be due,  in part,  to the
tendency of radiopharmacy  wholesalers,  during times of economic  downturn,  to
order  high-priced  drugs,  such as ProstaScint,  on an as-needed  basis, and no
longer store quantities for future use. Additionally,  ProstaScint  historically
has been a challenging  product for physicians and technologists to use, in part
because imaging results may be difficult to interpret. While we believe that the
period to period decrease in ProstaScint  sales that we have experienced is due,
to a large  degree,  to such  challenge,  we also  believe  that such decline in
ProstaScint  revenue may be reversed,  depending upon,  among other things,  the
implementation  and continued research in advances in imaging technology such as
fusion imaging and image  enhancements,  and new product  applications,  such as
using  ProstaScint  scans to guide the placement of  brachytherapy  seeds and/or
external  beam  radiation.  There  can  be  no  assurance,  however,  that  such
initiatives will significantly increase our sales of ProstaScint.

         Royalties from Quadramet were $914,000 and $1.0 million for each of the
first half of 2003 and 2002,  respectively.  We completed the  reacquisition  of
marketing rights to Quadramet from Berlex  Laboratories,  Inc. on August 1, 2003
for an upfront payment of $8.0 million and royalties on future sales. We believe
that the decrease in such sales was  attributable  in part to the  transition of
marketing rights from Berlex to Cytogen.  Currently, we market Quadramet only in
the  United  States.  We  cannot  assure  you  that  that  we  will  be  able to
successfully  market  Quadramet  or that our  marketing  efforts  will result in
further revenue for us in the future.

                                       17
<PAGE>

         Revenues  from the sale of  BrachySeed  for the first half of 2003 were
$240,000,  or 5% of  product  related  revenue,  compared  to  $1.0  million  in
BrachySeed sales which  represented 16% of product related revenues  recorded in
the same period of 2002. As described above,  effective  January 24, 2003, we no
longer accept or fill new orders for the BrachSeed  I-125 and BrachySeed  Pd-103
products.  In April 2003,  we entered  into an  arrangement  with  Draximage  to
formally terminate our agreements with respect to these products.

         Other  product sales  include  sales from NMP22  BladderChek,  which we
began  promoting to  urologists  in the United States in November 2002 using our
in-house sales force, and OncoScint CR/OV,  which we stopped selling in December
2002.  For the first half of 2003,  sales of NMP22  BladderChek  were  $123,000.
There  can  be no  assurance  however,  as to the  market  acceptance  of  NMP22
BladderChek or whether sales of NMP22  BladderChek will  significantly  increase
our revenues.

           We discontinued  selling OncoScint CR/OV in December 2002 in order to
focus on our other oncology  products,  since the market for OncoScint CR/OV for
colorectal  cancer diagnosis has been negatively  affected by positron  emission
tomography or "PET" scans which have shown the same or higher  sensitivity  than
OncoScint  CR/OV.  Sales of  OncoScint  CR/OV  in the  first  half of 2002  were
$110,000.

           License  and  contract  revenues  for the first half of 2003 and 2002
were  $307,000  and  $280,000,  respectively.  In the  first  half of  2003,  we
performed  limited  research and  development  services  for the joint  venture,
resulting in $100,000 of contract  revenue.  The level of future revenue for the
remainder of 2003, if any, for services provided by us to the joint venture will
be dependent upon the extent of the research and development  services  required
by the joint venture.  License  revenues for both 2003 and 2002 also include the
recognition of deferred  revenues from certain up-front  non-refundable  license
fees which were $193,000 and $280,000, respectively.

         OPERATING EXPENSES. Total operating expenses for the first half of 2003
were $10.7 million compared to $14.7 million recorded in 2002. The decrease from
the prior year period is attributable  primarily to a non-cash milestone expense
of $2.0 million in 2002 related to the progress of the  dendritic  cell prostate
cancer clinical trials at Northwest  Biotherapeutics,  decreases in research and
development expenditures relating to AxCell Biosciences, the development cost of
$583,000  incurred in 2002  relating  to a new  manufacturing  and  purification
process  for  ProstaScint,  and lower  cost of  product  sales and  selling  and
marketing expenses  primarily from the  discontinuation of selling and marketing
BrachySeed  products  in January  2003.  The  decrease  is  partially  offset by
increased development costs associated with our joint venture.

         Cost of product  related  revenues for the first half of 2003 were $1.8
million  compared to $2.3 million in the same period of 2002.  The decrease from
the prior  year  period is  primarily  due to the lower  product  sales and to a
reversal of $133,000  related to lower royalty  expenses on the 2002  BrachySeed
sales as a result of a termination  agreement  entered into with  Draximage with
respect to the BrachySeed products.

                                       18
<PAGE>

         Research and development  expenses for the first half of 2003 were $1.6
million  compared  to $5.5  million  recorded  in the same  period of 2002.  The
decrease  from the prior year  period is  attributable  primarily  to a non-cash
milestone  expense of $2.0  million in 2002 related to the progress of dendritic
cell prostate  cancer clinical  trials at Northwest  Biotherapeutics,  decreased
costs associated with the AxCell's research programs and the development cost of
$583,000 in 2002, which did not recur in 2003,  relating to a new  manufacturing
and purification  process for  ProstaScint.  During the first six months of 2003
and 2002,  we invested  $807,000  and $2.3  million,  respectively,  in AxCell's
subsidiary.  In September 2002, we significantly  reduced AxCell's  workforce to
reduce  the cash  expenditures  relating  to  AxCell  in order to  leverage  our
oncology  franchise.  We still conduct research and development  efforts through
AxCell, however, such efforts have been scaled back as a result of the workforce
reduction.

         Our share in the equity loss in the PSMA  Development  Company LLC, our
joint venture with  Progenics  Pharmaceuticals,  Inc., was $2.0 million and $1.1
million during the first half of 2003 and 2002,  respectively,  and  represented
50% of the joint venture's operating results. The joint venture is equally owned
by us and  Progenics  and we  account  for this joint  venture  using the equity
method of accounting.  We share equally with Progenics the costs associated with
the joint venture.  We expect to incur  significant and increasing  costs in the
future to fund our share of the development costs from the joint venture.

         Selling and marketing  expenses were $2.5 million for the first half of
2003 compared to $3.1 million in the same period of 2002.  The decrease from the
prior  year  period  is due to the  discontinuation  of  selling  and  marketing
activities relating to BrachySeed products in January 2003.

         General  and  administrative  expenses  for the first half of 2003 were
$2.8 million  compared to $2.7 million for the comparable  period in 2002.  Such
increase was due primarily to increased legal fees and stock based  compensation
expenses related to warrants granted to certain  consultants in 2003,  partially
offset by stock-based  compensation  charges in 2002 relating to options granted
to a key employee, and reduced staffing in 2003.

         INTEREST INCOME/EXPENSE. Interest income for the first half of 2003 was
$59,000  compared to $149,000  recorded in the same period of 2002. The decrease
from the prior year period is due a lower  average  yield on  investments  and a
lower average cash balance in 2003.  Interest expense for the first half of 2003
was $93,000  compared to $84,000  recorded in the same period of 2002.  Interest
expense  included  interest on outstanding debt and finance charges related with
various equipment leases.

         INCOME  TAX  BENEFIT.  During the first  quarter  of 2003,  we sold New
Jersey  State  net   operating   loss  and  research  and   development   credit
carryforwards,  which  resulted  in the  recognition  of a  $584,000  income tax
benefit.  Assuming the State of New Jersey continues to fund this program, which
is uncertain, the future amount of net operating losses and tax credits which we
may sell will also depend upon the allocation among  qualifying  companies of an
annual pool  established  by the State of New Jersey.  We did not  recognize any
such benefits during the first half of 2002.


                                       19
<PAGE>

         NET LOSS. Net loss for the first half of 2003 was $5.3 million compared
to $8.2 million  recorded in the same period of 2002. The net loss per share for
the  first  half of 2003 was  $0.60  based on  weighted  average  common  shares
outstanding  of 8.9  million  compared to a net loss per share of $1.00 based on
the  weighted  average  common  shares  outstanding  of 8.2 million for the same
period in 2002.

LIQUIDITY AND CAPITAL RESOURCES

         Our cash and cash  equivalents  were $13.5 million as of June 30, 2003,
compared  to $14.7  million as of December  31,  2002.  Cash used for  operating
activities  for the six months ended June 30, 2003 was $5.8 million  compared to
$4.9 million in the same period of 2002. The increase from the prior year period
is due primarily to our build-up of ProstaScint inventories in the first half of
2003 and to our increased capital contributions to the PSMA Development Company,
LLC, our joint venture with Progenics Pharmaceuticals, Inc.

         Historically,  our primary  sources of cash have been proceeds from the
issuance and sale of our stock through public offerings and private  placements,
product related revenues,  revenues from contract research  services,  fees paid
under license agreements and interest earned on cash and short-term investments.

         In January 2003, we received  $584,000 relating to a sale of New Jersey
State net operating  losses and research and development  credits.  Assuming the
State of New Jersey  continues to fund this  program,  which is  uncertain,  the
future  amount of net  operating  losses and tax credits  which we may sell will
also depend upon the  allocation  among  qualifying  companies of an annual pool
established by the State of New Jersey.

         In June 2003,  we entered into a  securities  purchase  agreement  with
certain  institutional  investors pursuant to which we issued and sold 1,052,632
shares  of our  common  stock  at $4.75  per  share.  In  connection  with  such
financing,  we also issued warrants to such investors to purchase 315,790 shares
of the our common stock with an exercise price of $6.91 per share.  The warrants
are  exercisable  until June 6, 2008. The aggregate net proceeds  received by us
after transaction costs was approximately $4.7 million.

         In July 2003, we sold to the certain institutional  investors 1,172,332
shares of our common  stock and  warrants to purchase  an  additional  1,172,332
shares  of our  common  stock  for  aggregate  net  proceeds  received  by us of
approximately $9.4 million after transaction costs. The warrants to purchase the
shares of our common  stock  have an  exercise  price of $12.80  per share.  The
warrants are exercisable until July 10, 2008 and become automatically exercised,
in full,  if (i) the closing  price of the our common stock (or in case no sales
are reported on any given  trading day, the average of the closing bid and asked
prices of our common stock on the NASDAQ  National  Market for such trading day)
is at least 130% of the exercise price then in effect for 30 consecutive trading
days, and (ii) a registration  statement to register such shares of common stock
to be issued upon such  exercise has been declared  effective by the  Securities
and Exchange Commission.  In addition,  we also issued: (i) warrants to purchase
100,000 shares of our common stock at an exercise price of $12.80 per share to a
consultant as part of its compensation for services  rendered in connection with
this financing;  and (ii) warrants to purchase an aggregate of 250,000 shares of

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<PAGE>

our  common  stock at an  exercise  price of $10.97  per share to certain of our
stockholders  in exchange for them waving certain rights in connection with this
financing.  On August 1, 2003,  $8.0 million of the proceeds from this financing
were used to pay for the reacquisition of marketing rights to Quadramet in North
and Latin America from Berlex Laboratories, Inc.

         In August 2003, we completed the  reacquisition of the marketing rights
to  Quadramet  from Berlex.  As a result,  we have  assumed  certain  additional
obligations  under our  Manufacturing  and Supply  Agreement with Bristol Meyers
Squibb,  including an  obligation  to pay  manufacturing  costs of at least $3.7
million  annually  through 2005.  Such  obligation  for the remainder of 2003 is
approximately $1.5 million.

         We have historically  relied upon revenues from sales of the BrachySeed
products to partially fund ongoing operations. For the six months ended June 30,
2003 and 2002,  revenue  from the sale of  BrachySeed  products was $240,000 and
$1.0 million, respectively. In December 2002, we served notice of termination of
our agreements with Draximage, and in April 2003, entered into an agreement with
Draximage to formally  terminate each of our License and Distribution  Agreement
and  Product  Manufacturing  and  Supply  Agreement  with  respect  to both  the
BrachySeed I-125 and BrachySeed  Pd-103 products.  As of January 24, 2003, we no
longer accept or fill new orders for the BrachySeed products.

         Beginning in December  2001, we began to equally share the costs of the
joint venture with  Progenics.  We expect our share of losses and funding in the
joint venture to continue at an even higher level in the subsequent  periods. We
are committed to  contribute an additional  $1.8 million to the joint venture by
the end of 2003. The joint venture is funded by equal capital contributions from
each of Progenics  and Cytogen in accordance  with an annual budget  approved by
the joint  venture's  management  committee.  On July 14,  2003,  we agreed with
Progenics,  in connection  with this joint venture:  (i) to an updated work plan
governing  the  activities  of the  joint  venture  for the  remainder  of 2003,
including the execution of various third-party  contracts;  (ii) to a budget for
the joint venture's operations for 2003 and related capital contributions of the
parties; and (iii) to an amended services agreement pursuant to which each party
to the joint venture will provide research, development and related services for
the  remainder  of  2003.  The  joint  venture  work  plan,  budget,  and  other
operational  and financial  matters  relating to periods after 2003 will require
the further agreement between us and Progenics.

         Our  capital  and  operating  requirements  may change  depending  upon
various factors,  including:  (i) whether we and our strategic  partners achieve
success in manufacturing,  marketing and commercialization of our products; (ii)
the  amount  of  resources  which we  devote  to  clinical  evaluations  and the
expansion of marketing and sales capabilities;  (iii) results of clinical trials
and research and development activities;  and (iv) competitive and technological
developments,  in  particular,  we  expect  to incur  significant  costs for the
development of our PSMA technologies.

         Our  financial  objectives  are  to  meet  our  capital  and  operating
requirements through revenues from existing products and licensing arrangements.
To achieve our strategic objectives,  we may enter into research and development
partnerships and acquire, in-license and develop other technologies, products or

                                       21
<PAGE>

services.  Certain of these strategies may require payments by us in either cash
or stock in addition to the costs  associated  with  developing  and marketing a
product or technology.  However, we believe that, if successful, such strategies
may increase long-term revenues.  There can be no assurance as to the success of
such  strategies  or that  resulting  funds  will  be  sufficient  to meet  cash
requirements until product revenues are sufficient to cover operating  expenses,
if ever. To fund these strategic and operating activities, we may sell equity or
debt securities as market conditions permit or enter into credit facilities.

         We  have  incurred  negative  cash  flows  from  operations  since  our
inception,  and have  expended,  and expect to continue to expend in the future,
substantial  funds  to  implement  our  planned  product  development   efforts,
including acquisition of products and complementary  technologies,  research and
development,  clinical  studies and  regulatory  activities,  and to further our
marketing  and sales  programs.  We expect that our existing  capital  resources
should be adequate to fund our operations and  commitments  into the second half
of 2004. We cannot assure you that our business or operations will not change in
a manner that would consume  available  resources more rapidly than anticipated.
We expect that we will have additional  requirements for debt or equity capital,
irrespective  of whether and when we reach  profitability,  for further  product
development  costs,  product  and  technology  acquisition  costs,  and  working
capital.

         Our future  capital  requirements  and the adequacy of available  funds
will depend on numerous factors, including: (i) the successful commercialization
of our products; (ii) the costs associated with the acquisition of complementary
products and technologies; (iii) progress in our product development efforts and
the magnitude and scope of such efforts; (iv) progress with clinical trials; (v)
progress  with  regulatory  affairs   activities;   (vi)  the  cost  of  filing,
prosecuting,  defending  and  enforcing  patent  claims  and other  intellectual
property rights;  (vii) competing  technological  and market  developments;  and
(viii)  the  expansion  of  strategic   alliances  for  the  sales,   marketing,
manufacturing and distribution of our products. To the extent that the currently
available  funds and  revenues  are  insufficient  to meet  current  or  planned
operating  requirements,  we will be required to obtain additional funds through
equity or debt  financing,  strategic  alliances  with  corporate  partners  and
others,  or through other sources.  There can be no assurance that the financial
sources  described above will be available when needed or at terms  commercially
acceptable  to us. If adequate  funds are not  available,  we may be required to
delay,  further  scale back or eliminate  certain  aspects of our  operations or
attempt to obtain funds  through  arrangements  with  collaborative  partners or
others that may require us to relinquish  rights to certain of our technologies,
product  candidates,  products or potential  markets.  If adequate funds are not
available,  our business,  financial condition and results of operations will be
materially and adversely affected.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Financial  Reporting Release No. 60 requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial  statements.  Note 1 to our Consolidated  Financial  Statements in our
Annual  Report on Form 10-K for the year ended  December 31,  2002,  as amended,
includes a summary of our  significant  accounting  policies and methods used in
the preparation of our  Consolidated  Financial  Statements.  The following is a
brief discussion of the more significant accounting policies and methods used by

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<PAGE>

us. The preparation of our Consolidated Financial Statements requires us to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Our actual results could differ  materially  from
those estimates.

         REVENUE RECOGNITION

         We recognize revenue from the sale of our products upon shipment, which
is when title and risk of loss  passes to our  customers.  We do not grant price
protection to  customers.  We recognize  Quadramet  royalty revenue on Quadramet
sales made by our marketing partner,  Berlex, during each period as Berlex sells
the product.  The Securities and Exchange Commission has issued Staff Accounting
Bulletin (SAB) No. 101,  "Revenue  Recognition",  which provides guidance on the
recognition  of up-front,  non-refundable  license fees.  Accordingly,  we defer
up-front license fees and recognize them over the estimated  performance  period
of the related agreement, when we have continuing involvement. Since the term of
the performance periods is subject to management's estimates, future revenues to
be recognized could be affected by changes in such estimates.

         ACCOUNTS RECEIVABLE

         Our accounts  receivable balances are net of an estimated allowance for
uncollectible  accounts.  We continuously  monitor collections and payments from
our customers and maintain an allowance for  uncollectible  accounts  based upon
our historical  experience and any specific  customer  collection issues that we
have identified. While we believe our reserve estimate to be appropriate, we may
find it  necessary to adjust our  allowance  for  uncollectible  accounts if the
future  bad debt  expense  exceeds  our  estimated  reserve.  We are  subject to
concentration  risks as a limited number of our customers provide a high percent
of total revenues, and corresponding receivables.

         INVENTORIES

         Inventories  are stated at the lower of cost or market,  as  determined
using the first-in,  first-out method,  which most closely reflects the physical
flow  of our  inventories.  Our  products  and  raw  materials  are  subject  to
expiration  dating. We regularly review quantities on hand to determine the need
for  reserves  for  excess  and  obsolete  inventories  based  primarily  on our
estimated  forecast of product sales.  Our estimate of future product demand may
prove to be inaccurate,  in which case we may have understated or overstated our
reserve for excess and obsolete inventories.

         CARRYING VALUE OF FIXED AND INTANGIBLE ASSETS

         Our fixed  assets  and  certain  of our  acquired  rights to market our
products have been recorded at cost and are being  amortized on a  straight-line
basis  over  the  estimated  useful  life of  those  assets.  If  indicators  of
impairment exist, we assess the recoverability of the affected long-lived assets
by  determining  whether  the  carrying  value of such  assets can be  recovered
through undiscounted future operating cash flows. If impairment is indicated, we
measure the amount of such  impairment  by comparing  the carrying  value of the

                                       23
<PAGE>

assets to the present value of the expected  future cash flows  associated  with
the use of the asset. Adverse changes regarding future cash flows to be received
from  long-lived  assets could  indicate  that an impairment  exists,  and would
require the write down of the carrying value of the impaired asset at that time.

         In October 2002, we entered into a five-year  agreement  with Matritech
Inc. to be the sole distributor for Matritech's NMP22 BladderChek  point-of-care
test  to  urologists  and  oncologists  in  the  United  States.   Retention  of
exclusivity  rights depends upon meeting  certain minimum annual  purchases.  We
paid Matritech $150,000 upon the execution of the agreement,  which was recorded
as  other  assets  in  the  accompanying  consolidated  balance  sheet  for  the
respective   period  and  is  being  amortized  over  the  five  year  estimated
performance period of the agreement.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We do  not  have  operations  subject  to  risks  of  foreign  currency
fluctuations,  nor do we use derivative financial  instruments in our operations
or  investment  portfolio.  As of June 30,  2003,  we had $2.3  million  of debt
outstanding  with a fixed interest rate of 7%. We do not have exposure to market
risks associated with changes in interest rates, as we have no variable interest
rate debt outstanding.  Changes in interest rates could expose us to market risk
associated  with a fixed  interest  rate debt.  We do not believe that this debt
will have material exposure to market risks associated with interest rates.

ITEM 4 - CONTROLS AND PROCEDURES

         (a) Evaluation of disclosure  controls and procedures.  Our management,
with the participation of our chief executive  officer and principal  accounting
officer,  evaluated the effectiveness of our disclosure  controls and procedures
(as defined in Rules  13a-15(e) and 15d-15(e) under the Exchange Act) as of June
30, 2003. In designing and evaluating our  disclosure  controls and  procedures,
our management  recognized that any controls and procedures,  no matter how well
designed and operated,  can provide only reasonable assurance of achieving their
objectives  and  management  necessarily  applied its judgment in evaluating the
cost-benefit  relationship of possible  controls and  procedures.  Based on this
evaluation,  our  chief  executive  officer  and  principal  accounting  officer
concluded that as of June 30, 2003, our disclosure  controls and procedures were
(1) designed to ensure that material  information  relating to us, including our
consolidated  subsidiaries,  is made known to our chief  executive  officer  and
principal  accounting  officer by others  within  those  entities,  particularly
during the period in which this report was being prepared and (2) effective,  in
that they provide reasonable assurance that information required to be disclosed
by us in the reports  that we file or submit under the Exchange Act is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

         (b) Changes in internal  controls.  No change in our  internal  control
over financial  reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange  Act) occurred  during the fiscal  quarter ended June 30, 2003 that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

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<PAGE>

PART II  -  OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

Financings

         JUNE 6, 2003 FINANCING

         On June 6, 2003, we entered into a securities  purchase  agreement with
certain  institutional  investors pursuant to which we issued and sold 1,052,632
shares of our common  stock at $4.75 per share and issued  warrants  to purchase
315,790  shares of the our  common  stock  with an  exercise  price of $6.91 per
share.  The warrants  are  exercisable  until June 6, 2008.  The  aggregate  net
proceeds received by us was approximately  $4.7 million after transaction costs.
We paid a $200,000 finder's fee in connection with this financing. The aggregate
net proceeds  received  from this  financing are expected to be used for general
corporate  purposes,  marketing and sales  initiatives for our oncology products
and development of our prostate specific membrane antigen (PSMA) technology.

         In addition,  we entered into  registration  rights agreements with the
investors in this financing.  Pursuant to the registration rights agreement,  we
filed a  registration  statement  on Form S-3 with the  Securities  and Exchange
Commission  on July 3, 2003 to  register  all of the shares of our common  stock
issued to the investors and all of the shares to be issued to the investors upon
exercise of such warrants.  The registration statement has not yet been declared
effective by the Securities and Exchange Commission.

         No  underwriter  was employed by us in connection  with the issuance of
the securities  described  above.  We believe that the issuance of the foregoing
securities was exempt from registration under Section 4(2) of the Securities Act
of 1933, as amended,  as transactions not involving a public  offering.  Each of
the recipients acquired the securities for investment purposes only and not with
a view to distribution and had adequate information about us.

         JULY 10, 2003 FINANCING

         In July 2003, we entered into a securities  purchase agreement pursuant
to which we sold 1,172,332  shares of our common stock to certain  institutional
investors at $8.53 per share,  resulting in net proceeds of  approximately  $9.4
million.  In connection  with the sale,  we issued to the investors  warrants to
purchase  1,172,332  shares of our common stock with an exercise price of $12.80
per share. In addition,  we also issued: (i) warrants to purchase 100,000 shares
of our common stock at an exercise  price of $12.80 per share to a consultant as
part  of  its  compensation  for  services  rendered  in  connection  with  this
financing;  and (ii) warrants to purchase an aggregate of 250,000  shares of our
common  stock at an  exercise  price of  $10.97  per  share  to  certain  of our
stockholders in exchange for them waiving certain rights in connection with this
financing.  The  warrants  are  exercisable  until  July  10,  2008  and  become
automatically  exercised,  in full,  if (i) the closing  price of the our common
stock (or in case no sales are reported on any given trading day, the average of
the  closing  bid and asked  prices of our common  stock on the NASDAQ  National
Market  for such  trading  day) is at least 130% of the  exercise  price then in
effect for 30 consecutive  trading days,  and (ii) a  registration  statement to

                                       25
<PAGE>

register  such shares of common  stock to be issued upon such  exercise has been
declared  effective by the Securities and Exchange  Commission.  Upon receipt of
written  notice by us of such  automatic  exercise,  the holders of the warrants
must  purchase all of the shares of common  stock  underlying  their  respective
warrants  by paying us the  exercise  price times the number of shares of common
stock issuable upon exercise. Furthermore, we paid a consultant $500,000 as part
of its compensation for consulting  services that it rendered in this financing.
On August 1,  2003,  $8.0  million  of such  proceeds  received  by us from this
financing was used to make an upfront payment to reacquire the marketing  rights
to Quadramet from Berlex Laboratories, Inc.

         In addition,  we entered into  registration  rights agreements with the
investors in this financing.  Pursuant to the registration rights agreement,  we
are  required to register  all of such shares of our common  stock issued to the
investors and all of the shares to be issued to the  investors  upon exercise of
such  warrants.  We have not yet  filed  this  registration  statement  with the
Securities and Exchange Commission.

         No  underwriter  was employed by us in connection  with the issuance of
the securities  described  above.  We believe that the issuance of the foregoing
securities was exempt from registration under Section 4(2) of the Securities Act
of 1933, as amended,  as transactions not involving a public  offering.  Each of
the recipients acquired the securities for investment purposes only and not with
a view to distribution and had adequate information about us.

         WARRANTS ISSUED TO CONSULTANTS

         On June 10,  2003,  we issued to a  consultant  a warrant  to  purchase
50,000  shares of our common  stock at an exercise  price of $5.65 per share for
financial and strategic consulting services.  The warrants are exercisable in 12
equal  installments on each one-month  anniversary from the date of issuance and
are exercisable through June 10, 2006.

         On June 10, 2003, we issued to another consultant a warrant to purchase
50,000  shares of our common  stock at an exercise  price of $5.65 per share for
scientific  consulting  services.  The  warrants  are  exercisable  in 12  equal
installments  on each  one-month  anniversary  from the date of issuance and are
exercisable through June 10, 2006.

         No  underwriter  was employed by us in connection  with the issuance of
the warrants  described  above.  We believe  that the issuance of the  foregoing
warrants was exempt from  registration  under Section 4(2) of the Securities Act
of 1933, as amended,  as transactions not involving a public  offering.  Each of
the recipients acquired the securities for investment purposes only and not with
a view to distribution and had adequate information about us.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On June 10, 2003, we held our annual  meeting of  stockholders  to: (i)
elect eight  directors;  (ii)  consider  and vote upon a proposal  to amend,  as
required, our 1995 Stock Option Plan to increase the maximum aggregate number of
shares of common  stock  available  for  issuance  thereunder  from  450,263  to
650,263,  and to reserve an  additional  200,000  shares of our common stock for
issuance  in  connection  with such  increase;  and (iii)  transact  such  other
business as may come before the meeting.

                                       26
<PAGE>

         There were  represented at the our annual meeting,  either in person or
by proxy 8,082,162 shares of our common stock out of a total number of 8,813,832
shares of common  stock  issued  and  outstanding  and  entitled  to vote at the
meeting.

         The  following  tables set forth  information  regarding  the number of
votes cast for, withheld, abstentions and broker non-votes, with respect to each
matter  presented  at the meeting.  Under the rules of the Nasdaq Stock  Market,
brokers who hold shares in street name for customers who are  beneficial  owners
of those  shares may be  prohibited  from giving a proxy to vote shares held for
such  customers  on certain  matters  without  specific  instructions  from such
customers  (broker  non-votes).  Under  Delaware  law,  abstentions  and  broker
non-votes  are counted as shares  represented  at the  meeting  for  purposes of
determining the presence or absence of a quorum at a stockholders  meeting.  The
election  of  directors  is  decided  by a  plurality  of the  votes  cast,  and
therefore,  votes that are  withheld  have no effect on the outcome of the vote.
Adoption of the  proposal  relating to our 1995 Stock  Option Plan  required the
affirmative  vote  of a  majority  of  shares  cast at the  meeting.  Therefore,
abstentions and broker non-votes have no effect on the vote.

                                       27
<PAGE>



          (i)  Election of Directors:
<TABLE>
<CAPTION>

                                                                                   BROKER NON-
              NOMINEES                FOR             WITHHELD      ABSTENTIONS       VOTES
     -----------------------       ---------         ----------     -----------    -----------
      <S>                          <C>               <C>                <C>            <C>
      James A. Grigsby             7,892,250           189,912          N/A            N/A
      Michael D. Becker            6,452,622         1,629,540          N/A            N/A
      John E. Bagalay, Jr.         6,393,758         1,688,404          N/A            N/A
      Allen Bloom                  7,946,916           135,246          N/A            N/A
      Stephen K. Carter            7,947,411           134,751          N/A            N/A
      Robert F. Hendrickson        7,946,973           135,189          N/A            N/A
      Kevin G. Lokay               6,454,962         1,627,200          N/A            N/A
      H. Joseph Reiser             7,860,936           201,226          N/A            N/A
</TABLE>

          (ii) Proposal  to amend our 1995 Stock  Option  Plan to  increase  the
               maximum  number of shares of common stock  available for issuance
               thereunder  from  450,263  to  650,263  shares  and to reserve an
               additional  200,000  shares  of  common  stock  for  issuance  in
               connection  with such increase for awards to be granted under the
               1995 Stock Option Plan:



                                                                BROKER NON-
                   FOR          WITHHELD       ABSTENTIONS         VOTES
                ---------       --------       -----------      -----------
                7,699,815       347,187           35,160            N/A


ITEM 5.   OTHER INFORMATION

         One  June 10,  2003,  we  entered  into  Change  of  Control  Severance
Agreements, in the form we utilize with our executive officers, with each of Ms.
Thu A. Dang, our Vice President,  Finance and Ms. Rita Auld, our Vice President,
Human Resources and Administration.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits:

 Exhibit No.  Description
 -----------  -----------

    3.1        Bylaws of Cytogen Corporation, as amended. Filed as an exhibit to
               our  Quarterly  Report  on Form 10-Q for the  three-months  ended
               March  31,  2003,  as filed  with  the  Securities  and  Exchange
               Commission on May 14, 2003, and incorporated herein by reference.

   10.1        Securities  Purchase  Agreement by and among Cytogen  Corporation
               and the Purchasers (as defined therein) dated June 6, 2003. Filed
               as an exhibit to our  Current  Report on Form 8-K,  dated June 6,

                                       28
<PAGE>

 Exhibit No.  Description
 -----------  -----------

               2003,  filed with the Securities and Exchange  Commission on June
               9, 2003, and incorporated herein by reference.

   10.2        Form  of  Common  Stock   Purchase   Warrant  issued  by  Cytogen
               Corporation in favor of each Purchaser (as defined therein) dated
               June 6, 2003.  Filed as an exhibit to our Current  Report on Form
               8-K,  dated June 6, 2003,  filed with the Securities and Exchange
               Commission on June 9, 2003, and incorporated herein by reference.

   10.3        Registration  Rights  Agreement by and among Cytogen  Corporation
               and the Purchasers dated June 6, 2003. Filed as an exhibit to our
               Current  Report on Form 8-K,  dated June 6, 2003,  filed with the
               Securities   and  Exchange   Commission  on  June  9,  2003,  and
               incorporated herein by reference.

   10.4        Securities  Purchase  Agreement by and among Cytogen  Corporation
               and the  Purchasers  (as defined  therein)  dated July 10,  2003.
               Filed as an exhibit to our Current  Report  Form 8-K,  dated July
               10, 2003,  filed with the Securities  and Exchange  Commission on
               July 11, 2003, and incorporated herein by reference.

   10.5        Form  of  Common  Stock   Purchase   Warrant  issued  by  Cytogen
               Corporation in favor of each Purchaser (as defined therein) dated
               July 10,  2003.  Filed as an exhibit to our  Current  Report Form
               8-K, dated July 10, 2003,  filed with the Securities and Exchange
               Commission  on  July  11,  2003,  and   incorporated   herein  by
               reference.

   10.6        Registration  Rights  Agreement by and among Cytogen  Corporation
               and the  Purchasers  dated July 10, 2003.  Filed as an exhibit to
               our Current Report Form 8-K, dated July 10, 2003,  filed with the
               Securities  and  Exchange   Commission  on  July  11,  2003,  and
               incorporated herein by reference.

   31.1        Certification  pursuant to Section 302 of the  Sarbanes-Oxley Act
               of 2002. Filed herewith.

   31.2        Certification  pursuant to Section 302 of the  Sarbanes-Oxley Act
               of 2002. Filed herewith.

   32          Certification pursuant to 18 U.S.C. Section 1350. Filed herewith.

                                       29
<PAGE>

(b) Reports on Form 8-K

                  On April 9, 2003, we filed a Current Report on Form 8-K, dated
         April 8, 2003,  under Item 5, with  respect to the  termination  of our
         License and Distribution Agreement and Product Manufacturing and Supply
         Agreement  with  Draximage  Inc.,  with  respect  to  both  of  DRAXIS'
         BrachySeed(TM) I-125 and BrachySeed(TM) Pd-103 products.

                  On May 14, 2003,  we  furnished a Current  Report on Form 8-K,
         dated May 14,  2003,  under Item 9,  containing  a copy of our earnings
         release  for the  period  ended  March 31,  2003  (including  financial
         statements)  pursuant to Item 12 (Results of  Operations  and Financial
         Condition).

                  On June 9, 2003, we filed a Current  Report on Form 8-K, dated
         June  6,  2003,  under  Item  5,  announcing  that  we  entered  into a
         securities  purchase  agreement  with certain  institutional  investors
         pursuant  to which we issued  and sold  1,052,632  shares of our common
         stock at $4.75 per share  and  issued  warrants  to such  investors  to
         purchase  315,790  shares of our common stock with an exercise price of
         $6.91 per share.

                  On July 3, 2003, we filed a Current  Report on Form 8-K, dated
         June 18, 2003,  under Item 5,  announcing  that we issued a joint press
         release with Advanced  Magnetics,  Inc.  regarding the  publication  of
         clinical data in the New England Journal of Medicine.

                  On July 11, 2003, we filed a Current Report on Form 8-K, dated
         July  10,  2003,  under  Item  5,  announcing  that we  entered  into a
         securities  purchase  agreement  with certain  institutional  investors
         pursuant to which we issued and sold an aggregate  of 1,172,332  shares
         of our common stock at $8.53 per share and also issued warrants to such
         investors to purchase an  aggregate  of 1,172,332  shares of our common
         stock with an exercise price of $12.80 per share.

                  On July 14, 2003, we filed a Current Report on Form 8-K, dated
         July  14,  2003,  under  Item 5,  announcing  that we  reached  certain
         agreements  with Progenics  Pharmaceuticals,  Inc.  regarding our joint
         venture with Progenics.

                  On July 15, 2003, we filed a Current Report on Form 8-K, dated
         July 15, 2003,  under Item 5,  announcing  that we issued a joint press
         release regarding  presentations made at the International  Society for
         Magnetic  Resonance in  Medicine's  11th  Scientific  Meeting,  of data
         showing that magnetic  resonance with Combidex aids in the non-invasive
         diagnosis of metastatic lymph nodes.

                                       30
<PAGE>

                  On August  1,  2003,  we filed a  Current  Report on Form 8-K,
         dated August 1, 2003,  under Item 5,  announcing that we reacquired the
         marketing rights held by Berlex  Laboratories to Quadramet in North and
         Latin America,  in exchange for an upfront  payment of $8.0 million and
         royalties based on future sales.

                                       31
<PAGE>



                                   SIGNATURES

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                CYTOGEN CORPORATION





Date: August 14, 2003           By: /s/ Michael D. Becker
     --------------------          ------------------------------------
                                  Michael D. Becker
                                  President and Chief Executive Officer




Date: August 14 2003            By /s/ Thu A. Dang
     -------------------          -------------------------------------
                                  Thu A. Dang
                                   Vice President, Finance
                                    (Principal Financial and Accounting Officer)