EXHIBIT 10.22


                               CYTOGEN CORPORATION

                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

                         (last amended as of June, 2002)


1.       Purpose; Effective Date.

     (a) The  purposes  of this Plan are to  further  the  interests  of Cytogen
Corporation  (the "Company") by retaining the services of persons now serving as
non-employee Directors of the Company,  attracting and retaining the services of
persons  capable of serving on the Board of  Directors  of the  Company,  and by
providing  such persons with an incentive  that aligns their  interests with the
interests of the Company's shareholders.

     (b) This  Plan  will  become  effective  on  approval  of the  Plan by the
affirmative  vote of the majority of shares  present in person or represented by
proxy at a meeting of the  shareholders  of the Company and cast on the proposal
for approval of the Plan.

2.       Definitions.

         Whenever used in this Plan, the following  terms will have the meanings
set forth in this Section:

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

         "Cash  Component" means director cash  compensation,  including but not
limited to annual services fees,  fees payable for board and committee  meetings
attended and fees for committees chaired.

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

         "Common Stock" means the common stock, par value $.0l per share, of the
Company.

         "Compensation  Shares"  means  any  shares of  Common  Stock  issued to
Eligible  Directors  hereunder  in  payment  of such  Eligible  Director's  Cash
Component of compensation.

         "Date of Grant"  means  with  respect to any Option the date the Option
will become effective under the provisions of this Plan.

         "Disability" means inability of a Director to engage in any substantial
gainful  activity  by  reason of a  medically  determinable  physical  or mental
impairment which  reasonably can be expected to last for a continuous  period of
not less than six months.

         "Eligible  Director"  means, as of any time, a person who is a director
of the Company but is not then an Employee.


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

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and rules and regulations promulgated thereunder.

         "Exercise  Price"  means with respect to any Option the price per share
which must be paid upon exercise of the Option.

         "Fair Market Value" means (i) if the Common Stock is traded in a market
in which  actual  transactions  are  reported,  the  average of the high and low
prices at which the Common Stock is reported to have traded on the relevant date
in all markets on which trading in the Common Stock is reported,  or if there is
no  reported  sale of the Common  Stock on the  relevant  date,  the mean of the
highest  reported bid price and lowest reported asked price for the Common Stock
on the relevant  date,  (ii) if the Common Stock is Publicly  Traded but only in
markets in which there is no reporting of actual  transactions,  the mean of the
highest  reported bid price and the lowest  reported  asked price for the Common
Stock on the relevant date, or (iii) if the Common Stock is not Publicly Traded,
the value of a share of Common  Stock as  determined  by the most recent  annual
valuation  prepared  by an  independent  expert at the  request  of the Board of
Directors.

         "Major  Event"  means  when  (i) the  Company  enters  into one or more
definitive  agreements to merge or consolidate  the Company with or into another
corporation,  or to sell or otherwise dispose of all or substantially all of the
Company's  assets,  or  to  effect  any  other  transaction,   consolidation  or
reorganization  having similar results or effect; (ii) any person other than the
Company  makes a tender or  exchange  offer  for more  than 50% of Common  Stock
pursuant to which  purchases  of any amount of Common  Stock are made;  or (iii)
stock  representing more than 50% of the voting power of the Company is acquired
by any person other than the Company in any one or more  transactions  occurring
in any 24-month period.

         "Option" means any option granted under this Plan.

         "Option  Agreement"  means  an  agreement,  in  such  form  as  may  be
determined by the Board of Directors or the Committee, executed and delivered by
the Company to the holder of any Option with respect to that option.

         "Option Shares" means,  with respect to any Option,  the maximum number
of shares of Common  Stock which may be acquired  under the option  prior to its
expiration.

         "Plan" means the Cytogen  Corporation 1999 Directors Stock Option Plan,
as amended.

         "Publicly  Traded" means,  with respect to any class of stock, that the
class of stock is required to be registered  under Section 12 of the  Securities
Exchange  Act of 1934,  as  amended,  or that  stock of that class has been sold
within the preceding 12 months in an underwritten public offering.


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         "Termination of Service" means the time when a Director ceases to serve
as a  Director  for any  reason,  including  without  limitation  by  reason  of
resignation, retirement, removal, death or Disability.

3.       Administration of the Plan.

     (a)  The  Compensation   Committee  of  the  Board  of  Directors  will  be
responsible for the  administration of this Plan. The Committee shall consist of
two or more  non-employee  directors of the Company who meet the  definition  of
"outside  director"  under the  provisions of Section 162(m) of the Code and the
definition of "non-employee  director" under the provisions of the Exchange Act.
No member of the Committee  shall have been within one year prior to appointment
to, or while serving on, the Committee  granted or awarded equity  securities of
the  Company  pursuant  to this or any other plan of the  Company  except to the
extent that participation in any such plan or receipt of any such grant or award
would not adversely  affect the  Committee  member's  status as a  "non-employee
director" or as an "outside director".

     (b) The  Committee  shall  (i)  determine  or  provide  for the  terms  and
conditions of the issuance of Compensation Shares, if so authorized by the Board
of Directors, or grant Agreements, and all election and other forms, which terms
and conditions shall not be inconsistent with this Plan, (ii) interpret the Plan
and (iii) make all other  decisions  relating to the operation of the Plan.  The
Committee  may  adopt  such  rules  or  guidelines  as it deems  appropriate  to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.

     (c) No member of the Board of Directors or of any committee of the Board of
Directors shall be liable for any act or omission of the Board or any committee,
or of any other member of the Board or any committee, or for any act or omission
on his own part, in connection  with the  administration  of this Plan unless it
resulted from the member's own willful misconduct.

4.       Persons Eligible to Receive Options and Compensation Shares.

         Options  and  Compensation  Shares  shall be granted  only to  Eligible
Directors.

5.       Stock Subject to the Plan.

         The  maximum  number of shares of Common  Stock as to which  Options or
Compensation  Shares may be granted or issued under this Plan is 500,000 shares,
subject to  adjustment  as provided in Section 8. If any Option or  Compensation
Share expires or is cancelled,  surrendered or forfeited without being exercised
in full (with  respect to Options),  the number of shares as to which the Option
is not exercised, or Options or Compensation Shares are canceled, surrendered or
forfeited, will once again become shares as to which new Options or Compensation
Shares may be granted.  The Common  Stock  which is issued upon the  exercise of
Options or issued as  Compensation  Shares may be authorized but unissued shares
or shares which have been issued and reacquired by the Company.


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6.       Grants of Options or Compensation Shares.

     (a) Each person who is newly-elected a director of the Company at an annual
meeting of the  stockholders  of the Company,  such person having not previously
served as a director  of the  Company  and such  person  then being an  Eligible
Director,  shall, as of the date of such annual meeting, be granted an Option to
purchase  twenty thousand  (20,000)  shares of Common Stock.  In addition,  each
person who is  appointed a director  of the  Company  after the date of the most
recent annual  meeting of the  stockholders  of the Company,  and is an Eligible
Director as of such date,  shall be granted on such date an Option to purchase a
pro rata portion of twenty thousand (20,000) shares of Common Stock,  based upon
the number of full months  remaining from the date of appointment  until the one
year anniversary month of such preceding annual meeting.

     (b) Effective on approval of the Plan by the shareholders,  each person who
is on that date an  Eligible  Director  shall be granted  an Option to  purchase
twenty one thousand (21,000) shares of Common Stock (the "Initial Option").

     (c) Each person who is  appointed a director of the Company  after the date
of approval of the Plan by the  Shareholders  and is an Eligible  Director as of
such date  shall be  granted  an Option to  purchase  a pro rata  portion of ten
thousand  (10,000) shares of Common Stock,  based upon the number of full months
remaining from the date of election until the one year anniversary  month of the
preceding annual meeting, as of the effective date of their appointment.

     (d) On the day following  each annual  meeting of the  stockholders  of the
Company,  commencing  with the 2000 annual  meeting,  each person who is on that
date an Eligible Director and was re-elected at that meeting shall be granted an
Option to purchase 10,000 shares of Common Stock. In addition, a Chairman of the
Board of Directors,  unless the  Compensation  Committee of the Board determines
otherwise, shall receive an additional grant of fifteen thousand (15,000) shares
of Common Stock.

     (e) Eligible  Directors shall receive,  at the sole discretion of and after
formal action by the Board of Directors,  Compensation  Shares in such number of
shares of Common Stock that is equal to each respective Eligible Director's Cash
Component  compensation divided by the Fair Market Value of the Company's Common
Stock as of the date of issuance of such Compensation  Shares, which shall be no
earlier  than the date on  which  the  applicable  Cash  Component  compensation
becomes due and payable by the Company,  subject to the terms and conditions set
forth  herein.  Compensation  Shares  shall not be issued for  services  not yet
rendered by an Eligible Director to the Company.

     (f)  Subject to Section  6(e)  hereof,  Eligible  Directors  shall  receive
Compensation  Shares in lieu of the Cash  Component of such Eligible  Director's
compensation until at least such time as: (i) such Eligible Director owns twenty
thousand  (20,000) shares of the Company's  Common Stock,  excluding  options or
other  rights  to  acquire  shares  of  the  Company's  Common  Stock,   whether
exercisable or unexercisable;  or (ii) if fewer than 20,000 shares are so owned,
such  smaller  number of shares  having a Fair Market  Value of in excess of one
hundred thousand dollars ($100,000),  excluding the value, if any, of options to
purchase Common Stock, whether exercisable or unexercisable,  or other rights to
acquire Common Stock of the Company.


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<PAGE>

     (g) Upon  achieving  either  of the  milestones  (i) or (ii)  set  forth in
Section  6(f) hereof,  each such  Eligible  Director  may, at his or her option,
elect  to  cease  receiving  his or her  Cash  Component  to  which he or she is
entitled in shares of Common Stock under the Plan; provided,  however, that such
Eligible  Director must make such election by providing  notice of such election
to the Company.

     (h)  Each  Option   provided  for  in  this  Section  6  shall  be  granted
automatically and without further action by the Company,  the Board of Directors
or the Company's  stockholders.  Promptly after the Date of Grant of each Option
provided for in this Section 6, the Company  shall cause an Option  Agreement to
be executed and  delivered to the holder of the Option.  No other Options may be
granted at any time under this Plan.

7.       Option and Compensation Shares Provisions.

     (a) Exercise  Price.  The Exercise Price of the Initial Option will be 200%
of the Fair Market Value of the Common Stock on the Date of Grant of the Option.
The Exercise  Price of each Option (or stock  appreciation  right,  if otherwise
permissible) other than the Initial Option will be 100% of the Fair Market Value
of the Common  Stock on the Date of Grant of the  Option (or stock  appreciation
right, if otherwise permissible). The Committee may not: (i) reduce the Exercise
Price of any Option (or stock  appreciation  right,  if  otherwise  permissible)
granted or to be granted under the Plan;  (ii) cancel and re-grant  Options at a
lower  exercise  price  (including  entering  into  any  "6  month  and  1  day"
cancellation and re-grant scheme),  whether or not the cancelled Options are put
back into the available pool for grant;  (iii) replace  underwater  Options with
restricted stock in an exchange,  buy-back or other scheme;  or (iv) replace any
Options with new Options having a lower  exercise  price or accelerated  vesting
schedule in an exchange, buy-back or other scheme.

     (b) Term; Vesting.

          (i)  No Option  granted under this Plan may be exercised  more than 10
               years after the Date of Grant of the option.

          (ii) Except as provided in Sections  7(b)(iii),  7(f),  7(g) and 7(h),
               the  Initial   Option  shall  become   exercisable  in  one-third
               increments annually on the first, second, and third anniversaries
               of the Date of Grant,  and Options other than the Initial  Option
               shall become  exercisable in full on the first anniversary of the
               Date of Grant.

          (iii)Upon the  occurrence  of a Major Event,  all of the Option Shares
               covered  by an Option  shall  become  immediately  available  for
               purchase  upon  exercise  of the  option,  without  regard to the
               vesting provisions of Section 7(b)(ii).

     (c) Exercise of Options.  An Option may be exercised in whole or in part at
any time,  or from time to time,  during its term.  To exercise  an Option,  the
person  exercising  the Option must  deliver to the  Company,  at its  principal
office:

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          (i)  a notice of exercise of the  Option,  which  states the extent to
               which the option is being exercised; and

          (ii) payment in full in cash, which may be satisfied by a check, in an
               amount equal to the Exercise Price of the option times the number
               of shares as to which it is being exercised.

     (d) Delivery of Stock  Certificates.  As promptly as  practicable  after an
option is  exercised  or  Compensation  Shares  become  payable  to an  Eligible
Director,  the Company will deliver to the person who exercises the Option or is
owed such  Compensation  Shares,  certificates  registered in that person's name
representing  the number of shares of Common  Stock which were  purchased by the
exercise of the option or grant of  Compensation  Shares in payment for services
rendered.  Each certificate may bear a legend to indicate,  if applicable,  that
the Common Stock  represented  by the  certificate  was issued in a  transaction
which was not registered  under the Securities Act of 1933, as amended,  and may
only be sold or transferred in a transaction  which is registered under that Act
or is exempt from the registration requirements of that Act.

     (e) Nontransferability

          (i)  Options.  During  the  lifetime  of a person to whom an option is
               issued, the Option may be exercised only by that person or his or
               her  guardian  or  legal  representative.  An  Option  may not be
               assigned, pledged or hypothecated in any way, will not be subject
               to execution, and will not be transferable otherwise than by will
               or the laws of descent and  distribution.  The  Company  will not
               recognize any attempt to assign, transfer, pledge, hypothecate or
               otherwise dispose of an option contrary to the provisions of this
               Plan, or any levy of any  attachment or similar  process upon any
               Option, and, except as expressly stated in this Plan, the Company
               will not be  required  to, and will not,  issue  Common  Stock on
               exercise of an option to anyone who claims to have  acquired that
               option from the person to whom it was granted.

          (ii) Compensation  Shares.  For one year after the date of issuance of
               Compensation  Shares to any Eligible Director,  such Compensation
               Shares  shall  not be  transferable  by such  Eligible  Director.
               During  this  one year  period,  Compensation  Shares  may not be
               assigned,  pledged or  hypothecated  in any way,  and will not be
               transferable  otherwise  than by will or the laws of descent  and
               distribution.  The  Company  will not  recognize  any  attempt to
               assign,  transfer,  pledge,  hypothecate or otherwise  dispose of
               Compensation  Shares  contrary to the provisions of this Plan, or
               any  levy  of  any   attachment  or  similar   process  upon  any
               Compensation  Shares,  and,  except as  expressly  stated in this
               Plan,  the Company will not be required to, and will not,  remove
               any related restrictive legend from the Compensation Shares until
               such one year period has expired.  The Compensation  Shares shall
               bear a restrictive  legend  evidencing such lock-up (the "Lock-up
               Legend").  Upon the  expiration of such one year lock-up  period,
               Compensation  Shares  shall  become  fully  transferable  by  the


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<PAGE>

               holder,  subject to the terms of the  Securities  Act of 1933, as
               amended  and  state  securities  laws.  The  Company  shall  take
               reasonable   steps  to  remove  the   Lock-up   Legend  from  the
               Compensation Shares within a reasonable time after the expiration
               of  such  period  upon  the  request  of  an  Eligible  Director.
               Notwithstanding such lock-up provision,  upon the occurrence of a
               Major Event, all of the  Compensation  Shares issued hereunder to
               Eligible  Directors  shall be treated in a like manner as are the
               outstanding  shares  of  the  Company's  Common  Stock  upon  the
               occurrence of such Major Event.

     (f) Termination of Service of Director Holding an Option Other Than Because
of Death or Disability.  Subject to the provisions of Sections 7(b) and 7(h), if
there is a  Termination  of  Service  of a  director  to whom an Option has been
granted,  other  than by  reason  of the  director's  death  or  disability,  or
retirement,  each Option held by the director may be exercised until the earlier
of (x) the end of the  three-month  period  immediately  following  the  date of
Termination of service, or (y) the expiration of the term of the option.

     (g) Death or Disability of Director Holding an Option.  Notwithstanding the
provisions of Section  7(b), if there is a Termination  of Service of a director
to whom an  option  has  been  granted  by  reason  of the  director's  death or
disability,  or a former director dies within three months following the date of
his or her Termination of Service,  each option held by the Director on the date
of the  Director's  Termination  of Service may be exercised  in full (i.e.,  in
respect of up to 100% of the Option shares, regardless of the time elapsed since
the Date of  Grant)  until the  earlier  of (x) the end of the  one-year  period
immediately  following the date of  Termination of service or (y) the expiration
of the term of the option. In the event of an Eligible  Director's death, all of
such person's  outstanding Options will transfer to the maximum extent permitted
by law to such person's designated Beneficiary. Each Eligible Director may name,
from  time to  time,  any  beneficiary  or  beneficiaries  (which  may be  named
contingently  or  successively)  as his or her  Beneficiary for purposes of this
Plan. Each  designation  shall be on a form  prescribed by the Company,  will be
effective  only when delivered to the Company and when effective will revoke all
prior designations by the Eligible  Director.  If an Eligible Director dies with
no such  beneficiary  designation  in  effect,  such  person's  Options  will be
transferable  by will  or  pursuant  to the  laws of  descent  and  distribution
applicable to such person.

     (h)  Retirement or  Resignation.  If there is a Termination of Service of a
Director by reason of the Director's retirement or resignation at any time after
the  Director  has  reached age 55 with a minimum of three  years'  service as a
non-employee  director,  each  Option  held by the  Director  on the date of the
Director's  Termination of Service may be exercised in full (i.e., in respect of
up to 100% of the Option  Shares,  regardless of the time elapsed since the Date
of Grant)  until the earlier of (x) the end of the five year period  immediately
following the date of  Termination  of Service or (y) the expiration of the term
of the option.

8.       Recapitalization, reorganizations, stock splits and the like.

     (a) The existence of outstanding  Options or Compensation  Shares shall not
affect in any way the right or power of the Company or its  stockholders to make
or authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's  capital  structure or its  business,  or any merger or
consolidation of the Company,  or any issue of bonds,  debentures,  preferred or


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prior  preference  stock ahead of or  affecting  the Common  Stock or the rights
thereof,  or the  dissolution  or  liquidation  of the  Company,  or any sale or
transfer of all or any part of its assets or business or any other corporate act
or  proceeding,   whether  of  a  similar  character  or  otherwise.  Except  as
hereinafter  expressly provided,  the issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, for cash
or  property,  or for labor or  services  either  upon  direct  sale or upon the
exercise of rights or warrants to subscribe therefor, or on conversion of shares
or obligations of the Company  convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to,  the  number,  class or price of shares  of Common  Stock  then  subject  to
outstanding options.

     (b) If as a result of any (i)  reorganization or liquidation of the Company
or (ii)  reclassification  of the Company's capital stock,  stock splits,  stock
splits  in  the  form  of   dividends,   reverse   stock   splits,   or  similar
recapitalizations  of the  Company,  or (iii)  consolidation  or  merger  of the
Company with or into another  corporation,  or sale of all or substantially  all
the assets of the Company (a  reorganization  or  liquidation  of the Company or
reclassification  of the Company's capital stock, or a merger,  consolidation or
sale of the type described in this subsection  being a "Corporate  Transaction")
while an Option is outstanding,  the holders of the Common Stock become entitled
to receive with respect to their Common Stock,  securities or assets other than,
or in addition to, their Common  Stock,  upon exercise of that Option the holder
will receive what the holder  would have owned if the holder had  exercised  the
Option immediately  before the first Corporate  Transaction which occurred while
the option was  outstanding  and had not  disposed of anything  the holder would
have  received as a result of that and all  subsequent  Corporate  Transactions.
Compensation Shares shall be adjusted in the same manner as the Company's Common
Stock in all events.

9.       Rights of Option Holder.

         The holder of an Option  will not have any rights as a  stockholder  by
reason of holding that Option.  Upon  exercise of an Option,  the holder will be
deemed to acquire the rights of a stockholder when, but not before, the issuance
of Common Stock as a result of the exercise is recorded in the stock  records of
the Company.

10.      Laws and Regulations.

         The  obligation  of the  Company to sell and  deliver  shares of Common
Stock on exercise of options or upon the issuance of Compensation Shares will be
subject to the condition  that legal  counsel for the Company be satisfied  that
the sale and delivery will not violate the  Securities  Act of 1933, as amended,
or any other applicable laws, rules or regulations.

11.      Reservation of Shares.

         The Company will at all times keep reserved for issuance on exercise of
options a number of authorized but unissued or reacquired shares of Common Stock
equal to the  maximum  number of shares the  Company may be required to issue on
exercise of  outstanding  options  (assuming  no  subsequent  adjustments  under
Section 8).

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12.      Amendment of the Plan.

         The Board of Directors  may at any time and from time to time modify or
amend  this Plan in any  respect  effective  at any date the Board of  Directors
determines;  provided,  that  without the  approval of the  stockholders  of the
Company  the Board of  Directors  may not,  (i) except as provided in Section 8,
increase  the  maximum  number of shares of Common  Stock which may be issued on
exercise of Options or the payment of  Compensation  Shares  granted  under this
Plan;  (ii) change the provisions of Section 6 or Section 7; or (iii) change the
categories of persons  eligible to receive options or Compensation  Shares under
this Plan. No modification  or amendment of this Plan will,  without the consent
of the holder of an outstanding Option or Compensation Shares,  adversely affect
the  holder's  rights  under that  Option or with  respect to such  Compensation
Shares.  Notwithstanding approval by shareholders, the Board may amend this Plan
without further  shareholder  approval to add provisions  required or enabled by
changes to Rule 16b-3.

13.      Termination of the Plan.

         This Plan will  terminate on June 16, 2009,  unless sooner  terminated.
The Board of Directors  may suspend or  terminate  this Plan at any time or from
time to time,  but no such  action may  adversely  affect the rights of a person
holding an outstanding Option or Compensation Share. The applicable terms of the
Plan,  and any terms and  conditions as  applicable  to Options or  Compensation
Shares granted prior to such date, shall survive the termination of the Plan and
continue to apply to such Options or Compensation Shares.




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