CYTOGEN CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

                             (Amended October 2004)

     This Code of Business  Conduct and Ethics (the "Code") sets forth legal and
ethical  standards of conduct for  directors,  officers and employees of Cytogen
Corporation  (the  "Company").  This Code is intended to deter wrongdoing and to
promote the conduct of all Company business in accordance with high standards of
integrity and in compliance with all applicable laws and regulations.  This Code
applies to the Company and all of its subsidiaries  and other business  entities
controlled by it worldwide.

     If you have any questions  regarding this Code or its application to you in
any  situation,  you should  contact  your  supervisor  or the  Company's  Legal
Department.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     The Company requires that all employees, officers and directors comply with
all laws,  rules and  regulations  applicable  to the  Company  wherever it does
business.  You are expected to use good  judgment and common sense in seeking to
comply with all applicable  laws,  rules and  regulations  and to ask for advice
when you are uncertain about them.

     If you become aware of the  violation of any law, rule or regulation by the
Company, whether by its officers, employees, directors, or any third party doing
business on behalf of the Company,  it is your responsibility to promptly report
the matter to your supervisor,  the Company's Legal Department or to Ethicspoint
at  www.ethicspoint.com,  a  third-party,  independent  and anonymous  violation
reporting system  provider.  While it is the Company's desire to address matters
internally,  nothing  in this Code  should  discourage  you from  reporting  any
illegal  activity,  including any violation of the  securities  laws,  antitrust
laws,  environmental  laws or any other  federal,  state or foreign law, rule or
regulation,  to the appropriate  regulatory authority.  Employees,  officers and
directors shall not discharge, demote, suspend, threaten, harass or in any other
manner  discriminate or retaliate  against an employee because he or she reports
any such  violation,  unless  it is  determined  that the  report  was made with
knowledge  that it was false.  This Code should not be construed to prohibit you
from testifying,  participating  or otherwise  assisting in any state or federal
administrative, judicial or legislative proceeding or investigation.

CONFLICTS OF INTEREST

     Employees,  officers and  directors  must act in the best  interests of the
Company.  You must  refrain  from  engaging in any activity or having a personal
interest that  presents a "conflict of interest." A conflict of interest  occurs
when your  personal  interest  interferes,  or  appears to  interfere,  with the
interests of the Company.  A conflict of interest can arise  whenever you, as an
officer, director or employee, take action or have an interest that prevents you
from performing your Company duties and responsibilities  honestly,  objectively
and effectively.

<PAGE>


     For example:

     o    No  employee,   officer  or  director  shall  perform  services  as  a
          consultant,  employee,  officer,  director,  advisor  or in any  other
          capacity  for, or have a financial  interest in, a  competitor  of the
          Company,  other than services  performed at the request of the Company
          and other than a financial interest representing less than one percent
          (1%) of the outstanding shares of a publicly-held company; and

     o    No employee,  officer or director  shall use his or her position  with
          the Company to influence a transaction  with a supplier or customer in
          which such person has any  personal  interest,  other than a financial
          interest  representing  less than one percent (1%) of the  outstanding
          shares of a publicly-held company.

     It  is  your  responsibility  to  disclose  any  material   transaction  or
relationship  that  reasonably  could be  expected to give rise to a conflict of
interest  to the  Legal  Department  or,  if you  are an  executive  officer  or
director,  to the Board of Directors,  who shall be responsible  for determining
whether such transaction or relationship constitutes a conflict of interest.

     Employees and Officers.  Employees and officers must not:
     ----------------------

     o    perform services as a consultant, employee, officer, director, advisor
          or in any other  capacity,  or permit  any close  relative  to perform
          services  as an officer  or  director,  for a  customer,  supplier  or
          competitor of the Company, other than at the Company's request;

     o    have, or permit any close relative to have, a financial  interest in a
          supplier  or  customer  of  the  Company,  other  than  an  investment
          representing less than one percent (1%) of the outstanding shares of a
          publicly-held   company  or  less  than  five   percent  (5%)  of  the
          outstanding shares of a privately-held company;

     o    have, or permit any close relative to have, a financial  interest in a
          competitor of the Company, other than an investment  representing less
          than one percent  (1%) of the  outstanding  shares of a  publicly-held
          company;

     o    supervise, review or influence the job evaluation or compensation of a
          member of his or her immediate family; or

     o    engage  in any other  activity  or have any  other  interest  that the
          Company's  Board of Directors  determines  to constitute a conflict of
          interest.

     Directors.  Directors must not:
     ---------

     o    perform services as a consultant, employee, officer, director, advisor
          or in any other  capacity,  or permit  any close  relative  to perform
          services as an officer or director, for a competitor of the Company;

                                      -2-
<PAGE>

     o    have, or permit any close relative to have, a financial  interest in a
          competitor of the Company, other than an investment  representing less
          than one percent  (1%) of the  outstanding  shares of a  publicly-held
          company;

     o    use his or her position  with the Company to influence any decision of
          the Company  relating to a contract or transaction  with a supplier or
          customer  of the Company if the  director  or a close  relative of the
          director:

          o    performs services as a consultant, employee,  officer,  director,
               advisor  or in any other capacity  for such supplier or customer;
               or

          o    has a financial interest in such supplier or customer, other than
               an  investment  representing less  than one  percent (1%) of  the
               outstanding shares of a publicly-held company.

     o    supervise, review or influence the job evaluation or compensation of a
          member of his or her immediate family; or

     o    engage  in any other  activity  or have any  other  interest  that the
          Company's  Board of Directors  determines  to constitute a conflict of
          interest.

     A "close  relative"  means a spouse,  dependent  child or any other  person
living in the same home  with the  employee,  officer  or  director.  "Immediate
family"  means a  close  relative  and a  parent,  sibling,  child,  mother-  or
father-in-law,   son-  or  daughter-in-law  or  brother-  or  sister-in-law.   A
"significant  customer" is a customer  that has made during the  Company's  last
full fiscal year, or proposes to make during the Company's  current fiscal year,
payments to the Company for  property or services in excess of five percent (5%)
of (i) the Company's  consolidated  gross revenues for its last full fiscal year
or (ii) the  customer's  consolidated  gross  revenues  for its last full fiscal
year.  A  "significant  supplier"  is a supplier  to which the  Company has made
during the  Company's  last full  fiscal  year,  or  proposes to make during the
Company's  current  fiscal year,  payments for property or services in excess of
five percent (5%) of (i) the Company's  consolidated gross revenues for its last
full fiscal year or (ii) the customer's consolidated gross revenues for its last
full fiscal year.

     It is your  responsibility to disclose any transaction or relationship that
reasonably  could be  expected  to give rise to a conflict  of  interest  to the
Company's Legal Department or, if you are an executive  officer or director,  to
the Board of Directors,  who shall be responsible for  determining  whether such
transaction or relationship constitutes a conflict of interest.

INSIDER TRADING

     Employees,  officers and directors who have material non-public information
about the Company or other companies,  including our suppliers and customers, as
a result  of their  relationship  with the  Company  are  prohibited  by law and
Company  policy  from  trading  in  securities  of the  Company  or  such  other
companies,  as well as from  communicating  such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited  insider  trading  and  avoid  even  the  appearance  of an  improper
transaction,

                                      -3-
<PAGE>


the Company has adopted an Insider Trading  Policy,  which is available from the
Company's Legal Department.

     If you are uncertain  about the constraints on your purchase or sale of any
Company  securities or the securities of any other company that you are familiar
with by virtue of your  relationship  with the Company,  you should consult with
the Company's Legal Department before making any such purchase or sale.

CONFIDENTIALITY

     Employees,  officers and  directors  must maintain the  confidentiality  of
confidential  information  entrusted to them by the Company or other  companies,
including our suppliers and customers, except when disclosure is authorized by a
supervisor or legally  mandated.  Unauthorized  disclosure  of any  confidential
information  is  prohibited.  Additionally,  employees  should take  appropriate
precautions  to ensure that  confidential  or  sensitive  business  information,
whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such  information
to perform their responsibilities for the Company.

     Third parties may ask you for information  concerning the Company.  Subject
to the  exceptions  noted in the preceding  paragraph,  employees,  officers and
directors (other than the Company's  authorized  spokespersons) must not discuss
internal Company matters with, or disseminate  internal Company  information to,
anyone  outside the  Company,  except as required  in the  performance  of their
Company duties and after an appropriate  confidentiality  agreement is in place.
This prohibition applies  particularly to inquiries  concerning the Company from
the media,  market  professionals  (such as securities  analysts,  institutional
investors,  investment advisers,  brokers and dealers) and security holders. All
responses  to  inquiries  on  behalf  of the  Company  must be made  only by the
Company's authorized spokespersons. If you receive any inquiries of this nature,
you must decline to comment and refer the inquirer to your  supervisor or one of
the Company's authorized  spokespersons.  The Company's policies with respect to
public  disclosure of internal matters are described more fully in the Company's
Disclosure Policy, which is available from the Company's Legal Department.

     You also must abide by any lawful  obligations that you have to your former
employer.  These obligations may include  restrictions on the use and disclosure
of  confidential  information,   restrictions  on  the  solicitation  of  former
colleagues to work at the Company and non-competition obligations.

HONEST AND ETHICAL CONDUCT AND FAIR DEALING

     Employees,  officers  and  directors  should  endeavor  to  deal  honestly,
ethically and fairly with the Company's  suppliers,  customers,  competitors and
employees.  Statements regarding the Company's products and services must not be
untrue, misleading,  deceptive or fraudulent. You must not take unfair advantage
of anyone through manipulation,  concealment,  abuse of privileged  information,
misrepresentation of material facts or any other unfair-dealing practice.

                                      -4-
<PAGE>


PROTECTION AND PROPER USE OF CORPORATE ASSETS

     Employees,  officers  and  directors  should seek to protect the  Company's
assets.  Theft,  carelessness  and waste have a direct  impact on the  Company's
financial performance.  Employees, officers and directors must use the Company's
assets and services solely for legitimate  business  purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.

     Employees,  officers and directors  must advance the  Company's  legitimate
interests when the  opportunity to do so arises.  You must not take for yourself
personal  opportunities  that are  discovered  through  your  position  with the
Company or the use of property or information of the Company.

GIFTS AND GRATUITIES

     The use of Company funds or assets for gifts, gratuities or other favors to
employees or government officials is prohibited, except to the extent such gifts
are in compliance with applicable law,  insignificant in amount and not given in
consideration or expectation of any action by the recipient.

     Employees,  officers and directors must not accept, or permit any member of
his or her  immediate  family to accept,  any gifts,  gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the Company,  other than items of insignificant value. Any gifts that are not of
insignificant  value  should  be  returned  immediately  and  reported  to  your
supervisor.  If immediate  return is not practical,  they should be given to the
Company for charitable  disposition or such other disposition as the Company, in
its sole discretion, believes appropriate.

     Common  sense and  moderation  should  prevail  in  business  entertainment
engaged in on behalf of the Company.  Employees,  officers and directors  should
provide, or accept, business entertainment to or from anyone doing business with
the Company  only if the  entertainment  is  infrequent,  modest and intended to
serve legitimate business goals.

     Bribes and kickbacks  are criminal  acts,  strictly  prohibited by law. You
must not offer,  give, solicit or receive any form of bribe or kickback anywhere
in the world.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS

     Employees,  officers and directors must honestly and accurately  report all
business transactions.  You are responsible for the accuracy of your records and
reports.  Accurate  information  is essential to the  Company's  ability to meet
legal and regulatory obligations.

     All Company  books,  records and accounts shall be maintained in accordance
with all applicable  regulations  and standards and accurately  reflect the true
nature of the transactions they record. The financial  statements of the Company
shall  conform  to  generally  accepted   accounting  rules  and  the  Company's
accounting  policies.  No  undisclosed  or  unrecorded  account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's  books or records for any reason,  and no  disbursement  of  corporate
funds or other  corporate  property  shall be made without  adequate  supporting
documentation.

                                      -5-
<PAGE>


         It is the policy of the Company to provide full, fair, accurate, timely
and understandable  disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission and in other public communications.

CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS

     Employees  with  concerns  regarding  questionable  accounting  or auditing
matters or complaints  regarding  accounting,  internal  accounting  controls or
auditing matters may  confidentially,  and anonymously if they wish, submit such
concerns or  complaints  by contacting  the  Company's  Legal  Department at 650
College Road East,  3rd Floor,  Princeton,  New Jersey  08540,  or by contacting
Ethicspoint, a third-party, independent and anonymous violation reporting system
provider, via the web at www.ethicspoint.com or the toll-free hotline by calling
866-ETHICSP.  See "Reporting and Compliance  Procedures."  All such concerns and
complaints  will be  forwarded  directly to the Audit  Committee of the Board of
Directors.  In any event, a record of all complaints and concerns  received will
be provided to the Audit  Committee  each fiscal  quarter.  Any such concerns or
complaints  may  also  be  communicated,  confidentially  and,  if  you  desire,
anonymously,  directly  to any  member  of the Audit  Committee  of the Board of
Directors.

     The Audit  Committee will evaluate the merits of any concerns or complaints
received  by it and  authorize  such  follow-up  actions,  if any,  as it  deems
necessary or appropriate to address the substance of the concern or complaint.

     The Company will not discipline,  discriminate against or retaliate against
any employee who reports a complaint or concern,  unless it is  determined  that
the report was made with knowledge that it was false.

DEALINGS WITH INDEPENDENT AUDITORS

     No employee,  officer or director  shall,  directly or indirectly,  make or
cause to be made a materially false or misleading  statement to an accountant in
connection with (or omit to state, or cause another person to omit to state, any
material  fact  necessary  in order  to make  statements  made,  in light of the
circumstances  under which such  statements  were made,  not  misleading  to, an
accountant in connection with) any audit, review or examination of the Company's
financial statements or the preparation or filing of any document or report with
the SEC. No employee,  officer or director shall,  directly or indirectly,  take
any  action  to  coerce,  manipulate,  mislead  or  fraudulently  influence  any
independent  public or certified public accountant engaged in the performance of
an audit or review of the Company's financial statement.

WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS

     While some of the policies  contained in this Code must be strictly adhered
to  and  no  exceptions  can  be  allowed,  in  other  cases  exceptions  may be
appropriate.  Any employee or officer who  believes  that an exception to any of
these policies is appropriate in his or her case should first contact his or her
immediate supervisor. If the supervisor agrees that an exception is appropriate,
the approval of the Company's Legal  Department must be obtained.  The Company's
Legal  Department  shall be responsible for maintaining a record of all requests
for exceptions to any of these policies and the disposition of such requests.

                                      -6-
<PAGE>


     Any  executive  officer or director  who seeks an exception to any of these
policies should contact the Company's Legal Department.  Any waiver of this Code
for  executive  officers or directors or any change to this Code that applies to
executive  officers or  directors  may be made only by the Board of Directors of
the Company and will be disclosed as required by law or Nasdaq regulation.

REPORTING AND COMPLIANCE PROCEDURES

     Every  employee,  officer  and  director  has  the  responsibility  to  ask
questions,  seek guidance,  report  suspected  violations  and express  concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related  conduct that violates  applicable law or this
Code should report such  information to his or her supervisor,  to the Company's
Legal  Department or to  Ethicspoint,  a third-party,  independent and anonymous
violation reporting system provider, as described below.

     You  may  report  such  conduct  openly  or  anonymously  without  fear  of
retaliation. The Company will not discipline,  discriminate against or retaliate
against any employee who reports such conduct,  unless it is determined that the
report was made with  knowledge  that it was  false,  or who  cooperates  in any
investigation or inquiry  regarding such conduct.  Any supervisor who receives a
report of a violation of this Code must  immediately  inform the Company's Legal
Department.

     You may report  violations  of this Code,  on a  confidential  or anonymous
basis,  by contacting the Company's  Legal  Department at 650 College Road East,
3rd Floor,  Princeton,  New Jersey 08540, or by e-mail to wthomas@cytogen.com or
by contacting  Ethicspoint,  via the web at www.ethicspoint.com or the toll-free
hotline by calling 866-ETHICSP. Upon receipt of a complaint, the Company's Legal
Department or Ethicspoint  will forward the complaint to the Company's Audit and
Finance  Committee  for  investigation.  The  Ethicspoint  system is  completely
confidential,  easy to use and  accessible  24-hours a day from any place in the
world provided you have Internet access.

     While we prefer that you identify  yourself  when  reporting  violations so
that we may follow up with you, as necessary,  for additional  information,  you
may communicate with Ethicspoint anonymously if you wish.

     If information is received regarding an alleged violation of this Code, the
appropriate   Company  officials  shall,  as  appropriate,   (a)  evaluate  such
information,  (b) if the alleged  violation  involves an executive  officer or a
director,  inform the Chief  Executive  Officer  and Board of  Directors  of the
alleged violation,  (c) determine whether it is necessary to conduct an informal
inquiry  or a  formal  investigation  and,  if  so,  initiate  such  inquiry  or
investigation  and (d) report the results of any such inquiry or  investigation,
together with a recommendation as to disposition of the matter, to the Company's
Chief  Executive  Officer for action,  or if the alleged  violation  involves an
executive  officer  or a  director,  report the  results of any such  inquiry or
investigation  to the Board of  Directors  or a  committee  thereof.  Employees,
officers  and  directors  are  expected to  cooperate  fully with any inquiry or
investigation  by the  Company  regarding  an  alleged  violation  of this Code.

                                      -7-
<PAGE>


Failure  to  cooperate  with any such  inquiry  or  investigation  may result in
disciplinary action, up to and including discharge.

     The Company shall determine  whether  violations of this Code have occurred
and, if so, shall  determine the  disciplinary  measures to be taken against any
employee who has  violated  this Code.  In the event that the alleged  violation
involves an executive officer or a director, the Chief Executive Officer and the
Board of Directors,  respectively,  shall determine  whether a violation of this
Code has occurred and, if so, shall  determine the  disciplinary  measures to be
taken against such executive officer or director.

     Failure to comply with the  standards  outlined in this Code will result in
disciplinary  action  including,  but  not  limited  to,  reprimands,  warnings,
probation or suspension without pay, demotions,  reductions in salary, discharge
and  restitution.  Certain  violations  of this Code may  require the Company to
refer the matter to the appropriate  governmental or regulatory  authorities for
investigation or prosecution.  Moreover,  any supervisor who directs or approves
of any conduct in violation of this Code,  or who has  knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.

DISSEMINATION AND AMENDMENT

     This Code shall be distributed  to each new employee,  officer and director
of the Company upon commencement of his or her employment or other  relationship
with the  Company  and shall  also be  distributed  annually  to each  employee,
officer and director of the  Company,  and each  employee,  officer and director
shall certify that he or she has received,  read and understood the Code and has
complied with its terms.

     The Company  reserves the right to amend,  alter or terminate  this Code at
any time for any reason.  The most current  version of this Code can be obtained
from the Company's Legal Department.

     This document is not an employment  contract between the Company and any of
its employees, officers or directors.

                                      -8-
<PAGE>


                                  CERTIFICATION


I,                                do hereby certify that:
  -------------------------------
        (Print Name Above)

     1.  I have  received  and carefully  read the Code of Business  Conduct and
Ethics of Cytogen Corporation.

     2.  I understand the Code of Business Conduct and Ethics.

     3.  I have  complied and will continue to comply with the terms of the Code
of Business Conduct and Ethics.




Date:
     -----------------------------           -----------------------------------
                                                          (Signature)



EACH  EMPLOYEE,  OFFICER AND DIRECTOR IS REQUIRED TO SIGN,  DATE AND RETURN THIS
CERTIFICATION  TO THE  COMPANY'S  LEGAL  DEPARTMENT  WITHIN 10 DAYS OF ISSUANCE.
FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.