Exhibit 10.2


          Confidential Materials omitted and field separately with the
        Securities and Exchange Commission. Asterisks denote omissions.


                              AMENDED AND RESTATED
                              --------------------

                       MANUFACTURING AND SUPPLY AGREEMENT
                       ----------------------------------

         THIS  AMENDED AND RESTATED  MANUFACTURING  AND SUPPLY  AGREEMENT  (this
"Agreement") made effective as of January 1, 2004 (the "Effective Date") between
Bristol-Myers  Squibb Medical Imaging,  Inc., a Delaware  corporation,  having a
place  of  business  at  331  Treble  Cove  Road,  North  Billerica,   MA  01862
(hereinafter "BMS") and Cytogen Corporation, a Delaware corporation,  having its
principal place of business at 650 College Road East, Suite 3100, Princeton,  NJ
08540 (hereinafter "Cytogen").

         WHEREAS,  BMS  manufactures,   supplies  and  distributes  the  Product
(defined  herein) for Cytogen  pursuant to the terms and conditions set forth in
such  agreement  under the  Manufacturing  and  Supply  Agreement  (the  "Supply
Agreement") entered into by BMS and Cytogen as of the Effective Date; and

         WHEREAS,  the parties desire to amend and restate the Supply  Agreement
as amended and restated herein..

         NOW  THEREFORE,  IN  CONSIDERATION  of the  rights  conferred  and  the
obligations  assumed  herein,  and  intending to be legally  bound,  the parties
hereby agree as follows:

1.       DEFINITIONS

         The following terms shall, unless the context otherwise requires,  have
the following meanings, respectively:

         1.1 "Active  Pharmaceutical  Ingredient"  or "API"  means the  chemical
compound samarium-153  complexed with ethylene  diaminetetramethylene-phosphoric
acid ("EDTMP").

         1.2 "Additional Batch" shall have the meaning ascribed to  such term in
Section 3.2.

         1.3  "Affiliate"  means any corporation or other entity which controls,
is controlled by, or is under common control with a party to this  Agreement.  A
corporation  or  other  entity  shall  be  regarded  as in  control  of  another
corporation  or entity if it owns or directly or  indirectly  controls more than
fifty percent (50%) of the voting stock or other ownership interest of the other
corporation  or  entity,  or has the power to elect or  appoint  more than fifty
percent (50%) of the members of the governing  body of the  corporation or other
entity.
<PAGE>

         1.4 "Batch"  means one  manufacturing  process run within the validated
scale (as defined in the NDA) within BMS' usual range of actual yield.

         1.5 "BMS  Intellectual  Property"  means all patents,  trademarks,  and
other intellectual property rights,  including know-how,  manufacturing methods,
discoveries,  inventions,  processes, or methodologies,  in any form or stage of
development (and all related documentation), which are proprietary to BMS.

         1.6  "Change" shall have the meaning ascribed  to such term  in Section
2.7(a).

         1.7  "Claims" shall have the  meaning ascribed  to such term in Section
7.1(a).

         1.8  "Components"  means  EDTMP,  all  labeling   material,   packaging
material,  starting material and  intermediates and excipients  required for the
manufacture, labeling, and packaging of the Product.

         1.9   "Confidential  Information"  means a  party's  technology,  data,
know-how,  or information  whether written or oral,  technical or non-technical,
including  financial  statements,   reports,   pricing,  trade  secrets,  secret
processes, formulas, customer data (including customer lists) and the like, that
relates to the manufacture,  packaging,  Order processing or distribution of the
Product, and that is disclosed to the other party.

         1.10 "cGMP" means current good  manufacturing  practices as promulgated
under United States Federal Food,  Drug and Cosmetic Act at 21 CFR (Chapters 210
and 211).

         1.11 "Cost of  Manufacture"  or "COM" means BMS' cost of manufacture as
described in Section 3.1(a).

         1.12 "Cost of Support  Services"  or "COSS" means BMS' cost of customer
support services as described in Section 3.1(a).

         1.13 "Cytogen Included Technology" means all patents,  trademarks,  and
other  intellectual  property  rights  and all  know-how  and other  information
necessary or useful for the manufacture, development, use or sale of the Product
in the  Territory to the extent  owned,  controlled  or  in-licensed  by Cytogen
during the term of this Agreement.

         1.14 "Effective  Date" shall have the meaning  ascribed to such term in
the introductory paragraph.

         1.15  "EDTMP"  shall have the meaning  ascribed to such term in Section
1.1.

         1.16  "External  Quality  Agreement"  shall mean the  External  Quality
Agreement  which is  attached  hereto as Schedule 1 and  incorporated  herein by
reference.


                                      -2-
<PAGE>
         1.17 "FDA" means the United States Food and Drug Administration, or any
successor entity thereto.

         1.18 "Forecast" shall have the meaning ascribed to such term in Section
2.5(a).

         1.19   "Inventory"    means   all   inventories   of   Components   and
work-in-process  produced or held by or on behalf of BMS in connection  with the
manufacture,  packaging  and  labeling  of the  Product in  accordance  with the
Specifications and contract requirements, but shall not include the API.

         1.20   "MDPH-RCP"    means    Massachusetts    Department   of   Public
Health-Radiation Control Program, or any successor entity thereto.

         1.21 "NDA" means the approved New Drug  Application for Product,  as it
may be  supplemented  or amended from time to time,  and documents  incorporated
therein by reference.

         1.22 "NRC" means the United States Nuclear  Regulatory  Commission,  or
any successor entity thereto.

         1.23  "Order(s)"  shall  mean  orders  placed for  Product  (i) for the
benefit  of,  or on behalf  of,  Cytogen's  customers,  or (ii) by  Cytogen  for
giveaways,  clinical use,  sales or other uses as Cytogen may deem  appropriate.
For the sake of clarity,  the parties  acknowledge  and agree that [**].

         1.24 "[**]" shall  have  the meaning  ascribed to such term  in Section
3.1(d).

         1.25 "Primary  Representative"  shall have the meaning ascribed to such
term in Section 2.5.

         1.26 "Product" means Cytogen's  Quadramet(R)  (Samarium -153 lexidronam
injection),  a formulation  containing API manufactured using 3 mL fill in 10 cc
vials by BMS according to the Specifications.

         1.27 "Specifications" means the Product, synthesis, formula, processing
specifications, packaging specifications, quality control provisions and quality
assurance provisions contained within the NDA for Product,  EDTMP, API, samarium
chloride,  all forms of samarium oxide and Components.  Specifications shall not
be changed by BMS without the prior written approval of Cytogen.

         1.28 "Supply Agreement" shall have the meaning ascribed to such term in
the first Recital.

         1.29 "Territory" means the United States, including its territories and
possessions, and Canada.

         1.30 "Written  Procedure"  shall have the meaning ascribed to such term
in Section 4.4.


                                      -3-
<PAGE>
2.       MANUFACTURE AND SUPPLY OF PRODUCTS

         2.1 Manufacture. Subject to the terms and conditions of this Agreement,
Cytogen  appoints BMS as its  manufacturer of the Product,  and BMS accepts such
appointment.  In accordance with the terms of this Agreement and as set forth in
Section  2.5(a),  BMS will  manufacture  on behalf of Cytogen, a minimum of [**]
of Product per week.

         2.2 Scheduling.  In consultation  with Cytogen,  and in accordance with
Orders  submitted for the Product,  BMS will determine  scheduling of Batch runs
and shipment of Product in  accordance  with Section  2.5(a).  In the event that
either party  determines  that it is necessary to modify the scheduling of Batch
runs and shipment of Product,  the parties will negotiate such  modifications in
good faith.

         2.3 Packaging. BMS will package Product in the packaging containers and
with labels,  package  inserts and other  labeling that are approved by Cytogen.
Cytogen shall, at its sole discretion,  propose changes to labels and packaging,
Product  inserts and other  labeling for the  Product,  which  changes  shall be
submitted  by Cytogen to all  applicable  governmental  agencies and other third
parties  responsible for the approval of the Product,  if required,  except that
BMS will submit any such changes to the Commonwealth of Massachusetts. BMS shall
not be required to implement such packaging  and/or  labeling  changes until all
applicable  approvals are obtained.  Cytogen will be responsible for any and all
costs relating to any and all labeling and packaging changes.

         2.4      Quality Control and Assurance.

                  (a)  BMS   shall  manufacture  and  supply   the   Product  in
accordance with the Specifications and cGMP.

                  (b)  BMS  shall  perform  such  quality  control  and  quality
assurance testing as is required by the Specifications,  cGMP, and in accordance
with the External Quality Agreement.

                  (c) BMS shall  perform  the  approved  stability  program,  as
agreed upon by the parties, for the Product as further set forth in the External
Quality Agreement.

                  (d) Stability  testing for EDTMP used in the production of the
Product shall be performed by a third party, as managed by Cytogen and set forth
in the External Quality Agreement.

                  (e) BMS will  promptly  notify  Cytogen  in the event any test
reveals confirmed out of specifications results, deviations, contamination, lack
of sterility,  or degradation beyond  Specifications in any Batch.  Cytogen will
file any reports required by the applicable regulations.

         2.5  Primary  Representatives.  Each  party  shall  appoint  a  primary
representative  ("Primary  Representative") who will coordinate work carried out
hereunder  with the other party's  representative.  The Primary  Representatives
shall be the  day-to-day  contacts  between the parties hereto and shall receive
copies of all written correspondence  exchanged between the parties with respect
to the designated  work. In the event either party  identifies an issue relating

                                      -4-
<PAGE>

to the  manufacture,  quality,  delivery,  customer  service,  or the like  with
respect to Product, the Primary Representatives shall promptly confer to resolve
such issue. If a Primary Representative leaves the employ of a party, an equally
competent, mutually acceptable, Primary Representative shall be assigned by such
party.

                  (a)  Forecast;  Firm Order.  At least  thirty (30) days before
each  quarter  during the term of this  Agreement,  Cytogen  shall submit a good
faith,  estimated rolling forecast of the quantity of Product Cytogen expects to
require from Orders for production  during the next thirteen (13) weeks and each
of the succeeding thirty nine (39) weeks after such thirty (30) day period (each
such forecast, a "Forecast");  thereafter,  Cytogen shall submit a revised fifty
two (52) week forecast 30 days before the beginning of every quarter  during the
term of this Agreement.  Each Forecast shall be non-binding,  with the exception
of the Forecast for the first thirteen (13) week period reflected in each Order,
which  shall be  considered  a firm order.  Cytogen's  first  Forecast  shall be
provided to BMS as soon as practicable after the Effective Date. Notwithstanding
the foregoing, at a minimum,  Cytogen hereby firmly orders from  BMS [**] during
the term of this  Agreement.  In addition,  Cytogen shall provide BMS with eight
(8) weeks advance notice in the event that a weekly Order is reasonably expected
to exceed [**].

                  (b) Lack of Orders. In the event BMS determines that, based on
a lack of Orders in a particular week, Cytogen will not require manufacture of a
Batch, then BMS shall promptly so inform Cytogen.  After receiving  confirmation
from Cytogen, BMS shall use commercially reasonable efforts to minimize variable
cost expenditures for such particular week. In such circumstances, Cytogen shall
pay BMS as required under Section 3.1.

         2.6      Raw  Materials.  In   accordance   with  the  terms   of  this
Agreement,  BMS will be responsible for providing all Components for the Product
and all costs associated with such Components for the Product.

         2.7      Change in Specifications.

                  (a) Except as provided below,  BMS will not be responsible for
any cost increases associated with development,  validation,  and implementation
of any change in the Specifications,  Components,  API or manufacturing  process
("Change"),  regardless  of the  reason  for the  change.  Any and all such cost
increases  will  be  borne  by  Cytogen,  and  shall  be paid  to BMS  prior  to
implementation  of  any  Change.  Moreover,  any  increase  in  cost  per  Batch
associated  with  implementation  of any  Change  shall be  passed  directly  to
Cytogen.  The price  change shall  become  effective  only with respect to those
Orders of Product  which are  manufactured  in accordance  with the  implemented
Change.  Notwithstanding the foregoing, Cytogen shall not be responsible for the
cost of changes made solely for the convenience of BMS.

                  (b)  Notwithstanding any Change implemented in accordance with
the terms of Section 2.7(a),  Cytogen agrees to purchase Product manufactured by
BMS  based  upon any prior  Specifications  at the then  current  price for that

                                      -5-
<PAGE>

Product. In addition,  Cytogen agrees to purchase,  at BMS' cost, all Inventory,
Components  and API,  utilized under the prior  Specifications  and purchased or
maintained by BMS in order to fill firm written orders,  to the extent that such
Inventory,  Components  and/or API can no longer be  utilized  under the revised
Specifications and cannot be utilized in any other products of BMS and cannot be
returned to the supplier.  Open  purchase  orders for  Components  and/or API no
longer required under any revised  Specifications  which were placed by BMS with
suppliers  in  order to fill  firm  written  orders  shall  be  cancelled  where
possible, and where such orders are not subject to cancellation without penalty,
shall be assigned to and satisfied by Cytogen.  This Section 2.7(b) shall not be
applicable to any change made solely for the convenience of BMS.

         2.8 Shipments. BMS shall ship and deliver the Product [**] BMS'facility
located in North Billerica,  Massachusetts to such locations as are specified in
Orders received by BMS.  Cytogen shall either pay the common carrier directly or
reimburse  BMS for the  shipping  cost,  as  evidenced  by  invoices  of  common
carriers.

         2.9 Invoices.  BMS shall  promptly  notify  Cytogen of each shipment of
Product hereunder. Cytogen will be responsible for invoicing the customer.

         2.10  Other  BMS  Obligations.  In  addition  to  the  manufacture  and
distribution  of the  Product,  BMS will  provide  certain  additional  services
relating to customer  support  and  technical  support at the rates set forth in
Section  3.1(a).  BMS will take Orders directly from Cytogen's  customers;  ship
ordered Product to Cytogen's  customers (as provided in Section 2.8);  carry out
license  verification of Cytogen's  customers and any common carriers  utilized;
provide technical support; and provide Cytogen with a written or electronic, (at
the option of Cytogen), report, at a frequency to be mutually agreed upon by the
parties,  detailing names of customers  ordering Product and quantities  ordered
and any other information as Cytogen may reasonably  request, in accordance with
all applicable  laws,  rules and  regulations.  BMS will provide such additional
information  relating  to  ordering  and  shipping of the Product as Cytogen may
reasonably request from time to time.

         2.11 Waste.  The parties  acknowledge and agree that BMS shall not have
any  responsibility for waste generated after Product is delivered to the common
carrier, except as provided in Sections 4.8 and 4.9. Notwithstanding anything to
the contrary,  Cytogen will be  responsible  for all costs  (including  handling
third-party  and/or  governmental  entity claims)  associated  with clean-up and
removal of unused  Product  and/or waste related to Product and/or waste arising
from use of Product,  other than waste at BMS' manufacturing  site, which is the
responsibility of BMS.

         2.12 Back-Up  Manufacturer.  In the event that,  for a period of thirty
(30)  days,  BMS is unable to supply or  distribute  the  quantities  of Product
ordered,  Cytogen shall have the right to arrange for supply and distribution of
Product  by a third  party.  At the  request of  Cytogen,  BMS agrees to use its
commercially   reasonable  efforts  to  assist  Cytogen,  at  BMS'  expense,  in
qualifying  a third  party  selected  by Cytogen to supply  and  distribute  the
Product during the period that BMS is unable to do so.

                                      -6-
<PAGE>

         2.13  International  Supply.  The parties recognize that the Product is
presently approved for marketing in the Territory. In addition,  Cytogen intends
to market the Product in other  countries of North  America and South America as
the  marketing  approvals  that Cytogen is pursuing at its sole cost and expense
are  obtained in such  countries,  at which  point,  the parties  shall  discuss
whether the Territory  should be expanded to include such  countries.  After the
marketing  approvals  for such  additional  countries of North America and South
America are obtained and the Territory has been expanded by mutual  agreement of
the  parties,  BMS  shall  cooperate  with  Cytogen  as  is  reasonable  in  the
circumstances  in respect to packaging and labeling the Product for distribution
in  countries  other than the  Territory.  BMS and  Cytogen  will  cooperate  in
providing  documentation  required by governmental  authorities  relating to the
export of the Product from the United  States and the import of the Product into
countries other than the United States. Cytogen shall promptly reimburse BMS for
any and all incremental costs incurred by BMS under this Section 2.13.

         2.14 License to Cytogen  Included  Technology.  Cytogen grants to BMS a
non-exclusive, royalty-free, fully-paid up, sublicenseable (with Cytogen's prior
written  consent,   which  shall  not  be  unreasonably  withheld  or  delayed),
transferable  (solely to BMS  permitted  assignees  as set forth in Section 9.7)
license under the Cytogen Included Technology,  solely to the extent required to
make,  use (in  accordance  with the  terms and  conditions  herein  and/or  the
External  Quality  Agreement)  distribute,  have  made,  sell,  or have sold the
Product in the Territory to fill Orders. The parties agree and acknowledge, that
unless otherwise  expressly granted herein, all right, title and interest in and
to Cytogen Included Technology, including, but not limited to, any enhancements,
modifications, or improvements thereto, shall be the sole and exclusive property
of Cytogen and shall vest solely with  Cytogen.  The parties  further  agree and
acknowledge  that all right,  title and interest in and to the BMS  Intellectual
Property,  including,  but not limited to, any enhancements,  modifications,  or
improvements thereto,  shall be the sole and exclusive property of BMS and shall
vest solely with BMS.

3.       PRICE, PAYMENT AND COST

         3.1      Invoice; Payment.

                  (a)  As  consideration   for  BMS'  services,   including  the
manufacture  and supply of Product and the  provision  of  customer  service and
support,  as described in Section 2, Cytogen  shall pay BMS: (i) $[**] per Batch
of Product (as adjusted in accordance with Section 3.1(d),  hereinafter referred
to as the  "COM");  and (ii) $[**] per Order (as  adjusted  in  accordance  with
Section 3.1(d), hereinafter referred to as the "COSS"). BMS will invoice Cytogen
following the  manufacturing  and release of each Batch.  Such payments shall be
due and payable net thirty (30) days post Cytogen's receipt of invoice.

                  (b) In the  event  that BMS  receives  no Orders  for  Product
during a particular week, then Cytogen shall pay BMS [**]. As an example, if (i)
BMS  receives  no  Orders  for a  particular  week and (ii) BMS is able to avoid
purchase  of  certain  raw  materials  for  such  week  and  (iii)  BMS does not
manufacture  a Batch in that week,  then Cytogen would pay BMS, as if such Batch
were manufactured, as follows: [**].


                                      -7-
<PAGE>

                  (c) In the event BMS is unable to manufacture Batches, Cytogen
shall not be required to pay BMS under  Section 3 until such time as BMS resumes
manufacture and delivery of Batches.  Also,  Cytogen shall have no obligation to
pay BMS for  Batches  that do not meet  Specifications  or quality  control  and
assurance testing requirements as specified in the External Quality Agreement.

                  (d)  Each  year on  January  1st,  or as  soon as  practicable
thereafter,  the COM and COSS shall be adjusted for that year on an annual basis
[**]. For the sake of clarity, the increase [**] for the then-current year shall
be determined  [**] and shall be  calculated  as soon as reasonably  practicable
after  January  1st of each year  based on the last full  twelve  (12)  calendar
months [**].

         3.2 Additional  Batches.  The manufacture of Batches beyond the amounts
set forth in  Cytogen's  firm  orders in  Section  2.5(a)  (each an  "Additional
Batch") shall be  undertaken  only with the  agreement of BMS,  which  agreement
shall not be  unreasonably  withheld.  Cytogen  shall pay BMS an amount equal to
$[**] for each Additional  Batch  manufactured at Cytogen's  request.  Upon each
anniversary  of this  Agreement,  the price for each  Additional  Batch shall be
increased in accordance  with the COM as set forth in Section  3.1(d).  BMS will
invoice  Cytogen  following  the  manufacturing  and release of each  Additional
Batch.  Such  payments  shall be due and  payable  net  thirty  (30)  days  post
Cytogen's receipt of invoice.

4.       RECORDS, AUDITS, RECALLS, RETURNS

         4.1  Records  and  Accounting  by BMS.  BMS shall  keep  records of the
manufacture,  testing and shipping of the Product as required by any  applicable
laws,  including  those  required  by the FDA,  the NRC,  the  MDPH-RCP  and the
Commonwealth of Massachusetts. Copies of such records and samples shall be shall
be  retained by BMS for a period of one (1) year  following  the date of product
expiry,  or longer if required by law and made  available as soon as  reasonably
practicable  to Cytogen  after BMS'  receipt of  Cytogen's  written  request for
access to such records and/or samples.

         4.2 Regulatory Inspections. BMS will inform Cytogen promptly, but in no
event  later than  twenty four (24)  hours,  of any  inspection  or audit by any
governmental  agency,   including,   but  not  limited  to,  the  FDA,  that  is
specifically  related to the Product.  Moreover,  BMS will inform Cytogen of the
result of any such  audit or  inspection  within  twenty  four (24) hours of the
conclusion of such audit or inspection.  BMS will promptly  provide Cytogen with
copies of any government issued inspection  observation  reports,  including FDA
form 483s, and related correspondence, that specifically effect the Product. BMS
and Cytogen  will  cooperate in  resolving  any  concerns  with the FDA or other
governmental agency in the Territory.

         4.3 Inspections. Cytogen has the right, no more than once in each year,
unless otherwise  required or imposed by applicable law or regulatory  authority
(or more  frequently if agreed to by the parties hereto such agreement not to be
unreasonably  withheld),  and on reasonable  prior notice,  to inspect those BMS
facilities used in the manufacturing,  packaging,  storage, testing, shipping or
receiving of Product.  Such inspections may include, but will not be limited to,
cGMP inspections,  quality audits, and system audits,  including  observation of
the actual  process of manufacture  of the Product.  Representatives  of Cytogen

                                      -8-
<PAGE>

will have access  during such  inspections  to all  Product  related  documents,
records,  reports,  data,  procedures,  facilities,  and all  other  information
required  to be  maintained  by FDA  regulations  or the  requirements  of other
governmental agencies.

         4.4 Coordination of Safety and Complaint  Reporting.  The parties agree
to comply with all legal obligations imposed in the United States concerning the
collection,  investigation,  and governmental reporting of adverse reactions and
complaints relating to the Product, including without limitation with respect to
the  United  States  21 C.F.R.  312.32  and 21  C.F.R.  314.80(a)  and any other
corresponding law, rule or regulation in any other country in the Territory. The
respective  departments of the parties responsible for handling adverse reaction
monitoring and  complaints  will jointly  develop a written  procedure to govern
their communications concerning such matters, such that each of the parties will
have  the  ability  to  comply  with  its  legal   obligations  and  contractual
undertakings (the "Written Procedure"). The Written Procedure is attached hereto
as Schedule 2 and incorporated herein by reference.

         4.5 Recall Action. As the NDA holder for the Product,  Cytogen shall be
responsible for conducting Product recalls, and shall notify BMS should there be
a need to  recall  the  Product.  To the  extent  necessary,  BMS  shall use its
commercially  reasonable  efforts to assist  Cytogen in  conducting  any Product
recalls. BMS shall promptly notify Cytogen if it receives any notice,  including
a recall  notice,  which  relates to the  Product.  The parties will assist each
other in their  respective  investigations  to determine the cause and extent of
the problem.  All FDA contacts and coordination of any recall activities will be
handled by Cytogen.  Notwithstanding  anything to the contrary, in the event BMS
recommends  initiating  a recall,  but Cytogen  does not agree to commence  such
recall,  then BMS shall bear absolutely no liability  whatsoever with respect to
any Batch of Product that was the subject of BMS' recall recommendation.

         4.6 Recall  Expenses.  If a recall,  withdrawal or field  correction is
required  because of Product that did not conform to the  Specifications  at the
time of  shipment  from BMS,  then  [**] for such  recall,  withdrawal  or field
correction. [**] occasioned by such recall, withdrawal or field correction. [**]
responsible for the manufacture and  distribution of replacement  Product.  [**]
any and all costs  associated with a recall,  withdrawal or field correction for
any other reason, including [**].

         4.7 Records.  BMS will maintain  complete and accurate records for such
periods as may be required by applicable  law or  regulation,  but not less than
one (1) year of all Product supplied under this Agreement.

         4.8 Product  Returns.  BMS will have the  responsibility  for  handling
customer returns of the Product in accordance with a procedure to be agreed with
Cytogen.  Cytogen  shall,  at  its  sole,  cost,  expense  and  discretion,   be
responsible  for  processing  customer  credit  for  returns  or  arranging  for
replacement  Product to be produced  and shipped by BMS pursuant to Section 2.9.
In the event  that a Product  must be  returned  for such  Product's  failure to
conform to the  Specifications,  BMS shall  replace  such Product and reship the
Product to Cytogen's customer (or such other recipient as Cytogen may designate)
at BMS' sole cost and expense.


                                      -9-
<PAGE>

         4.9  Testing  and   Certificate  of  Analysis.   BMS  shall  provide  a
certificate of analysis ("Certificate of Analysis") to Cytogen or its designated
agent with each Batch of Product made  hereunder.  Such  Certificate of Analysis
shall certify with respect to each Batch of Product  (identified by Batch/lot or
control  number):  (i) the  quantity  of the  Batch,  and (ii) that the  Product
delivered  was  manufactured  in  accordance  with  the  Specifications  and the
External  Quality   Agreement  and  documented   according  to  requirements  of
applicable laws, rules and regulations.

         4.10 Waste. In its performance of this Agreement, BMS shall comply with
all laws and  regulations  applicable to the generation,  storage,  shipment and
disposal of waste  generated in the  manufacture of Product while the Product is
still  on  BMS  premises,   thereafter  such  responsibility  shall  be  assumed
exclusively by Cytogen.

5.       TERM, RENEWAL AND TERMINATION

         5.1 Term.  Unless terminated early in accordance with Section 5.1, 5.2,
or 5.3, this  Agreement will be in effect and will continue for a period of five
(5) years unless  terminated  by BMS or Cytogen on twenty four (24) months prior
written notice. Thereafter, this Agreement will automatically renew for five (5)
successive  one (1) year periods  unless  terminated by BMS or Cytogen on twenty
four (24) months written notice, or terminated in accordance with Section 5.2 or
5.3. If either  party  terminates  this  Agreement  with twenty four (24) months
notice,  this Agreement shall remain in effect for those twenty four (24) months
and then shall  terminate.  The  parties  acknowledge  and agree that during the
renewal periods of the Agreement, the COM and COSS shall continue to be adjusted
[**] as set forth in Section  3.1(d).  This  agreement  may be terminated at any
time with the mutual written agreement of the parties.

         5.2 Breach.  Either  Cytogen or BMS may terminate this Agreement at any
time on written  notice to the other  party,  if such party  breaches a material
term of this Agreement and if breaching  party fails to remedy the breach within
sixty (60) days of receiving written notice of the breach.

         5.3 Insolvency. BMS or Cytogen may terminate this Agreement immediately
in its  entirety if Cytogen (in the case of  termination  by BMS) or BMS (in the
case of  termination  by Cytogen)  files a petition of  bankruptcy,  is adjudged
bankrupt,  takes  advantage of any  insolvency  act, or executes a bill of sale,
deed of trust, or assignment for the benefit of creditors.

         5.4 Survival.  The rights and obligations contained in Sections 4, 5.4,
6, 7, 8 and 9 (which include warranties,  indemnification  and  confidentiality)
will survive  termination  of this  Agreement,  as will any rights to payment or
other  rights  or  obligations  have  accrued  under  this  Agreement  prior  to
termination.  Termination  will not affect a party's  liability by reason of any
act, default, or occurrence to termination.

         5.5 Repurchase at Termination. If this Agreement is terminated, Cytogen
shall purchase,  at BMS' out-of-pocket  cost, the Inventory,  the Components and
the API applicable to the Product which were  purchased,  produced or maintained
by BMS in  contemplation  of  filing  firm  written  orders,  prior to notice of
termination  being given. In addition to the foregoing,  Cytogen shall reimburse

                                      -10-
<PAGE>

BMS for any  non-cancelable  expenses  incurred  by BMS in  connection  with the
services rendered by BMS hereunder.

         5.6  Consequences  of  Termination.  Upon the expiration or any earlier
termination of this Agreement,  no later than thirty (30) days after the date of
expiration  or  termination  of this  Agreement,  each party shall return to the
other party all copies and embodiments,  whether physical or electronic, of such
other party's  Confidential  Information in such party's possession and control;
provided, however, that each party shall be entitled to retain one archival copy
of such Confidential  Information solely for purposes of monitoring such party's
compliance with its obligation under Section 8.

6.       REPRESENTATIONS AND WARRANTIES

         6.1 Authority.  Each party represents and warrants that it has the full
right and  authority to enter into this  Agreement,  that it is not aware of any
impediment that would inhibit its ability to perform its obligations  hereunder,
and that  entering  into this  Agreement  will not  violate  or breach any other
agreement or arrangement with any third party.  Each party further warrants that
it  shall  perform   hereunder  in  accordance   with  all  applicable  law  and
regulations.  Each Party shall  maintain in full force and effect all  necessary
license,  permits  and  other  authorizations  required  by law to carry out its
duties and obligations under this Agreement. BMS and Cytogen each shall keep all
records and reports  required to be kept by applicable  laws.  The Parties shall
reasonably  cooperate with one another with the goal of ensuring full compliance
with applicable  laws. Each party shall cooperate with the other to provide such
letters,  documentation,  and other  information  on a timely basis as the other
party may  reasonably  require to fulfill its  reporting  and other  obligations
under applicable laws to applicable regulatory authorities.

         6.2 Further  Assurances.  BMS and Cytogen each hereby agrees to use its
commercially  reasonable  efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary or proper to make effective the
transactions  contemplated by this  Agreement,  including such actions as may be
reasonably  necessary to obtain approvals and consents of governmental  entities
and other  persons;  provided,  that no party shall be required to (i) pay money
(other than as expressly  required  pursuant to the terms and conditions of this
Agreement);  or (ii) assume any other material obligation not otherwise required
to be assumed by this Agreement.

         6.3 Manufacturing Warranty. BMS represents and warrants that each Batch
supplied pursuant to the terms of this Agreement, will be manufactured, handled,
stored,  and  shipped  in  accordance  with  the  Specifications.   BMS  further
represents  and warrants that each Batch shall have a sufficient  shelf life, at
the time the Batch is  tendered to the common  carrier  for  delivery to Cytogen
and/or its customers,  such that the Product may be properly  administered  to a
patient.

         6.4  Debarment.  BMS covenants  that neither its employees  nor, to the
knowledge  of BMS,  any  agent or other  third  party  performing  the  services
hereunder are (i) under any investigation by any government regulatory authority
for a debarment  action,  or (ii) presently  debarred  pursuant to local laws or
statutes or has a  disqualification  hearing  pending.  BMS shall notify Cytogen

                                      -11-
<PAGE>

promptly  by telefax  upon any  inquiry  or  investigation  concerning  any such
employee,  agent or other  third  party  or upon  the  commencement  of any such
proceeding against any such employee, agent or other third party.

         6.5  Cytogen  Included  Technology   Representation/Warranty.   Cytogen
represents  and  warrants to BMS that  Cytogen is (i) an owner of and has right,
title and  interest in and to the  Cytogen  Included  Technology,  (ii) a lawful
licensee of the Cytogen  Included  Technology  (with  rights to  sublicense  the
Cytogen  Included  Technology to BMS as set forth herein and that the license by
which Cytogen received its rights to the Cytogen Included  Technology remains in
full force and effect, and Cytogen shall use its commercially reasonable efforts
to keep any such  license in full force and effect  throughout  the term of this
Agreement without revisions or amendments that will materially  adversely effect
the rights  granted to BMS  hereunder,  except in cases  where BMS has given its
consent),  (iii) as of the Effective Date the registered  intellectual  property
included  within the Cytogen  Included  Technology is valid,  enforceable and in
full  force  and  effect,  (iv)  as of  the  Effective  Date,  Cytogen  has  not
transferred or assigned the Cytogen Intellectual Property in a manner which will
materially  adversely effect the rights granted to BMS hereunder,  and (v) as of
the Effective Date and to Cytogen's knowledge,  no third party has questioned or
challenged the scope or validity of the Cytogen Included Technology.

         6.6 Disclaimer. ALL WARRANTIES GRANTED BY BMS AND CYTOGEN HEREUNDER ARE
IN LIEU OF AND EXCLUDE ALL OTHER  WARRANTIES,  EXPRESSED OR IMPLIED,  ARISING BY
OPERATION OF LAW OF OR OTHERWISE  INCLUDING  WARRANTIES  OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE.

7.       INDEMNITY

         7.1 (a) By Cytogen.  Cytogen shall indemnify and hold harmless BMS, its
directors,  officers,  agents, and employees, from and against any and all loss,
damage,  claim, injury, cost or expense including attorneys' fees and reasonable
expenses of litigation  ("Claims"),  arising out of Claims made by third parties
in  connection  with (i) a  material  breach of  Cytogen's  representations  and
warranties,  and/or  (ii) any sale,  use or  disposition  of Product by Cytogen,
including,  without  limitation,   Claims  arising  in  connection  with  patent
infringement  or  trademark   infringement   (arising  from  a  U.S.  patent  or
trademark),  product  liability  theories,  or any illness or  personal  injury,
including death or property damage.

                  (b) By BMS. BMS shall indemnify and hold harmless  Cytogen and
its directors,  officers,  agents,  and employees,  from and against any and all
Claims  made  by  third   parties   relating  to  a  material   breach  of  BMS'
representations and warranties, or covenants (as such covenants are set forth in
Section 6.4 hereof).

                  (c) Indemnification  Procedures. Each indemnified party agrees
to give the  indemnifying  party prompt written notice of any Claim or discovery
of fact  upon  which  such  indemnified  party  intends  to base a  request  for
indemnification  under  Section 7.1.  Each party shall  furnish  promptly to the
other,  copies of all papers and official  documents  received in respect of any
Claim. With respect to any Claim relating solely to the payment of money damages

                                      -12-
<PAGE>

and  which  will  not  result  in the  indemnified  party  becoming  subject  to
injunctive or other relief or otherwise  adversely affecting the business of the
indemnified  party in any manner,  and as to which the indemnifying  party shall
have  acknowledged in writing the obligation or indemnify the indemnified  party
hereunder,  the  indemnifying  party shall have the sole right and obligation to
defend,  settle  or  otherwise  dispose  of such  Claim,  on such  terms  as the
indemnifying  party,  in  its  sole  discretion,  shall  deem  appropriate.  The
indemnifying  party shall obtain the written consent of the  indemnified  party,
which shall not be unreasonably withheld,  prior to ceasing to defend,  settling
or otherwise disposing of any Claim if as a result thereof the indemnified Party
would become subject to injunctive or other equitable relief or any remedy other
than the payment of money,  which  payment  would be the  responsibility  of the
indemnifying  party. The indemnifying  shall not be liable for any settlement or
other  disposition of a Claim by the indemnified  party which is reached without
the consent of the indemnifying  party. Except as provided above, the reasonable
costs and  expenses,  including  reasonable  fees and  disbursements  of counsel
incurred  by any  indemnified  party  in  connection  with any  Claim,  shall be
reimbursed on a quarterly basis by the indemnifying party,  without prejudice to
the  indemnifying  party's  right to contest the  indemnified  party's  right to
indemnification  and  subject to refund in the event the  indemnifying  party is
ultimately held not to be obligated to indemnify the indemnified party.

         7.2  Limitation of Liability.  Notwithstanding  any other  provision of
this Agreement, neither party shall in any event be liable to the other party or
its  affiliates,  officers,  directors,  employees,   stockholders,   agents  or
representatives  on account of any breach hereof or of any indemnity  obligation
set forth herein for any indirect, consequential or punitive damages (including,
without  limitation,  lost profits,  loss of use,  damage to goodwill or loss of
business).

         7.3 Shared Liability/Mediation.  Without limiting the foregoing in this
Section  7, in the  event  that BMS and  Cytogen  are both  involved  in a Claim
brought  by  a  third  party,  BMS  and  Cytogen  shall  promptly  initiate  and
participate  in good-faith  discussions  regarding the resolution of such Claim,
including,  but not  limited  to,  participating  in a  mediation  of the issues
surrounding  the Claim with a view to settling the allocation of  responsibility
as between  BMS and  Cytogen.  In the event that BMS and  Cytogen  are unable to
mutually agree upon the  allocation of  responsibility  in connection  with such
third party  Claim,  BMS and Cytogen  each reserve  their  respective  rights to
pursue their own defense strategy in connection with such third party Claim.

8.       CONFIDENTIALITY

         8.1 Disclosure to BMS. Promptly after the Effective Date,  Cytogen will
provide to BMS any and all Confidential Information necessary for BMS to perform
hereunder.  To the extent that Cytogen and/or DuPont  disclosed any Confidential
Information to each other,  or its  predecessors,  under the  Manufacturing  and
Supply  Agreement  dated  January  1,  1999,  such   information   shall  remain
confidential and shall be governed by the confidentiality provisions herein.

         8.2  Restrictions on Disclosure and Use by Both Parties.  No party will
use the Confidential  Information  provided by the other party or disclose it to
any third party except as necessary to carry out the party's  obligations  under
this Agreement. If either party finds it necessary to disclose such Confidential

                                      -13-
<PAGE>

Information  to a third  party,  they  will not do so  without  first  obtaining
written consent of the other party and entering into an agreement with the third
party which binds the third party to the same  obligations of restricted use and
disclosure as are undertaken by the parties in this Agreement. Section 8.2 shall
survive termination of this Agreement.

         8.3      Exceptions.

         (a) The  obligations  of Section 8.2 will not apply to any  information
which (i) is in the  possession  of the  receiving  party at the time of receipt
from the  disclosing  party,  as shown by existing  records,  (ii) is or becomes
available  to the  public  through  no fault of the  receiving  party,  (iii) is
disclosed to the  receiving  party by a third party  entitled to disclose it, or
(iv) is  independently  developed by the  receiving  party  without  reliance on
information  supplied by the disclosing party, as evidence by the records of the
receiving  party,  (v) is required by law or judicial order to be disclosed,  in
which  case the party  required  to make the  disclosure  shall  provide as much
advance  notice as possible  to the other  party,  shall to the extent  possible
allow the  other  party to seek a  protective  order,  and  shall to the  extent
possible  minimize  the  information  to be  disclosed,  or (vi) is necessary to
comply with  receiving  party's  disclosure  and  reporting  requirements  under
federal and state securities laws or any other rule or regulation.

         (b) In the event of a disclosure  pursuant to subsection(vi) of Section
8.3(a),  the party  required to make the  disclosure of such  information by the
applicable  agency or other disclosee shall: (i) promptly notify the other party
and seek  confidential  treatment for  information  reasonably  requested by the
disclosing  party;  and (ii) provide the other party with a copy of the proposed
disclosure  within a reasonable  amount time to allow reasonable  opportunity to
comment thereon.

9.       MISCELLANEOUS

         9.1  Compliance   with  Laws.   Each  party,  is  connection  with  its
performance under this Agreement,  shall comply with all applicable laws, rules,
regulations, orders and guidelines.

         9.2 Permit  Licenses.  Cytogen  shall  promptly  reimburse  BMS for all
expenses  relating  to BMS'  obtaining  and  maintaining  licenses  and  permits
specifically required for the manufacture and distribution of Product.

         9.3  Trademarks.  Except as provided in Section 2.14, each party hereby
acknowledges that no party has, nor shall it acquire, any interest in any of the
other party's trademarks or trade names unless otherwise  expressly agreed to in
writing.  The parties  agree not to use any trademark or trade name of the other
party, except as specifically authorized by the other party.

         9.4  Reports.  BMS  will  supply  Cytogen  on an  annual  basis or upon
reasonable request, Product data, including release test results, complaint test
results, all investigations (in manufacturing, testing, and storage), the Annual
Product Review report,  and the like, which are reasonably  required in order to
complete the NDA annual report,  which is required to be filed by the NDA holder
with the FDA, or any other  annual  report that is required to be filed with any
other government agency.

         9.5  Independent  Contractors.  The  parties  shall  be  deemed  to  be
independent  contractors,  and this  Agreement  shall not be construed to create
between BMS and Cytogen  another  relationship  such as, by way of example only,

                                      -14-
<PAGE>

that of employer-employee,  principal agent, joint-venturer,  co-partners or any
similar relationship,  the existence of which is expressly denied by the parties
hereto.

         9.6 No Waiver.  A party's  failure to require  another  party to comply
with any  provision  of this  Agreement  shall  not be  deemed a waiver  of such
provision or any other provision of this Agreement.

         9.7  Assignment.  Neither party may assign this Agreement or any of its
rights or  obligations  hereunder  except with the prior written  consent of the
other parties,  except that either party may assign this Agreement to (i) one of
its  Affiliates  without the consent of the other party,  or (ii) a successor of
substantially all of the business of such party to which this Agreement relates,
whether in a merger, sale of stock, sale of assets or other similar transaction.
Any  permitted  successor  or assignee of rights  and/or  obligations  hereunder
shall,  in a writing to the other party,  expressly  assume  performance of such
rights and/or obligations.  Any assignment or transfer,  or attempted assignment
or transfer, by either party in violation of the terms of this Section 9.7 shall
be null and void and of no legal effect.

         9.8 Force Majeure.  No party shall be liable for the failure to perform
its  obligations  under  this  Agreement  if such  failure  is  occasioned  by a
contingency beyond such party's reasonable control,  including,  but not limited
to, strikes or other labor disturbances, lockouts, riots, wars, terrorism, fires
floods or storms.  For the purposes of this Section 9.8,  failure of a vendor to
supply BMS with  Components,  API or raw  materials  shall be considered a force
majeure  event.  A party  claiming  a right to  excused  performance  under this
Section 9.8 shall immediately notify the other party in writing of the extent of
its inability to perform,  which notice shall specify the occurrence  beyond its
reasonable  control that prevents such  performance  and an estimate of the time
the inability to perform is anticipated to last.

         9.9  Notices.  Any  notice,  approval,  instruction  or  other  written
communication  required or permitted  hereunder  shall be  sufficient if made or
given to the other  party by  personal  delivery or by sending the same by first
class mail, postage prepaid to the mailing address set forth below:

If to BMS:

Bristol-Myers Squibb Medical Imaging, Inc.
331 Treble Cove Road
North Billerica, MA 01862
Attn:    Vice President, Manufacturing

With a copy to:

Bristol-Myers Squibb Company
One Squibb Drive
New Brunswick, NJ 08210
Attn:  Senior Counsel, Technical Operations


                                      -15-
<PAGE>

If to Cytogen:

Cytogen Corporation
600 College Road East - CN 5308
Princeton, New Jersey 08540-5308
Attn:    Chief Executive Officer

With a copy to: Donald L. Novajosky, Esq.

or to such other  addresses  provided to the other party in accordance  with the
terms of this  Section  9.9.  Notices  hereunder  shall be  deemed  to have been
sufficiently made or given when delivered.

         9.10  Entire  Agreement.   This  Agreement  and  the  External  Quality
Agreement constitute the full, complete,  final and integrated Agreement between
the parties  hereto  relating to the subject  matter hereof and  supersedes  all
previous written or oral negotiations,  commitments, agreements, transactions or
understandings  with respect to the subject  matter  hereof,  including  without
limitation the Supply Agreement.  Any  modification,  amendment or supplement to
this  Agreement must be in writing and signed by authorized  representatives  of
both  parties.  In  addition  to the  foregoing,  in the event of a conflict  or
inconsistency  between this Agreement and the External Quality  Agreement,  this
Agreement shall prevail and control.

         9.11 Headings.  The titles and headings herein are for convenience only
and shall not be used to interpret or construe the terms and  conditions of this
Agreement.

         9.12 Singular Terms.  Except as otherwise  expressly provided herein or
unless the context  otherwise  requires,  all  references to the singular  shall
include the plural as well.

         9.13 Execution in  Counterparts.  This Agreement may be executed is two
(2)  counterparts,  each of which shall be deemed an original,  but all of which
together shall  constitute one and the same  instrument.  The parties  expressly
agree that signatures received via facsimile shall be accepted as originals.

         9.14 Governing  Law. This Agreement  shall be construed and enforced in
accordance  with the laws of the State of New Jersey,  without  reference to its
conflicts of law provisions,  and the United States of America. The State of New
Jersey and federal courts within  Delaware shall be the only courts of competent
jurisdiction.

         9.15  Publicity.  Each party  agrees not to issue any press  release or
other  public  statement,  or any  communication  or response to a third  party,
whether  oral or written,  disclosing  the  existence  of this  Agreement or any
information  or activity  relating to this  Agreement  without the prior written
consent  of the other  parties,  except as may be  required  by  applicable  law
(including,  without limitation,  disclosure requirements of the SEC, NASDAQ, or
any  other  stock  exchange)  in which  event  the  party  required  to make the
disclosure shall follow the procedure specified in Section 8.3(b).

[THE NEXT PAGE IS THE SIGNATURE PAGE.]


                                      -16-
<PAGE>


         IN WITNESS WHEREOF, the duly authorized  representatives of the parties
have executed this Amended and Restated Manufacturing and Supply Agreement as of
the Effective Date.



BRISTOL-MYERS SQUIBB MEDICAL IMAGING, INC.

By:      /s/Jeanne Kreiger
         -----------------------------

Name:    Jeanne Krieger

Title:   Vice President, Manufacturing



CYTOGEN CORPORATION

By:      /s/William Goeckeler
         -----------------------------

Name:    William Goeckeler

Title:   Senior Vice President, Operations