EXHIBIT 10.47


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




                             DISTRIBUTION AGREEMENT
                             ----------------------

     AGREEMENT dated as of October 18, 2002 between MATRITECH,  INC., a Delaware
corporation,  having its  principal  place of  business  at 330  Nevada  Street,
Newton,  Massachusetts 02460, U.S.A.  ("MATRITECH") and CYTOGEN  CORPORATION,  a
Delaware  corporation having its principal place of business at 650 College Road
East, Princeton, New Jersey 08540 ("CYTOGEN").

                                  INTRODUCTION
                                  ------------
     1.  MATRITECH has developed a version of its  NMP22(R)Test  Kit for bladder
cancer known as BladderChek(TM).

     2.   CYTOGEN   desires   to   become   the   exclusive    distributor   for
BladderChek(TM)within the Field in the Territory, as defined below.

     3. In consideration of the mutual covenants and promises  contained in this
Agreement and other good and valuable consideration, MATRITECH and CYTOGEN agree
as follows:

                             ARTICLE I - DEFINITIONS
                             -----------------------

     As  used  in this  Agreement,  the  following  terms,  whether  used in the
singular or plural, shall have the following meanings:

     1.1  "Affiliate"  means,  with  respect  to any  entity,  any  corporation,
company, partnership, joint venture and/or firm which controls, is controlled by
or is under common  control with such entity.  For purposes of this Section 1.1,
"control" shall mean (a) in the case of corporate  entities,  direct or indirect
ownership  of at least fifty  percent  (50%) of the stock or shares  entitled to
vote  for  the  election  of  directors;  and (b) in the  case of  non-corporate
entities,  direct or indirect  ownership of at least fifty  percent (50%) of the
equity  interest  with the power to direct the  management  and policies of such
non-corporate entities.

     1.2 "Effective Date" means the date of execution of this Agreement.

     1.3 "FDA" means U.S. Food and Drug Administration.
<PAGE>
                                      -2-

     1.4  "Field"  means the market for the  Product  comprised  of  urologists,
oncologists  and  end  users  including  group  purchase  and /or  managed  care
organizations for the diagnosis and management of bladder cancer; provided, such
end users have a relationship  with  urologists and  oncologists  with regard to
purchase of the Product by such urologists and oncologists.

     1.5 "Product" means MATRITECH's non-instrumented,  single test, qualitative
NMP22  (R) test  for  bladder  cancer  known as  BladderChek(TM)  including  any
enhanced,  improved or modified version of BladderChek. A unit of Product is one
BladderChek test.

     1.6 "Technical Information" means all scientific and engineering data owned
by MATRITECH or which  MATRITECH has the right to use,  patentable or otherwise,
relating to the Product,  including without  limitation,  technology licensed or
sublicensed  to MATRITECH;  all  inventions,  cell sources,  cultures,  strains,
organisms and parts thereof;  antibodies,  clones, plasmids,  vectors,  progeny,
derivatives and parts thereof;  formulae;  classes, sources and clone numbers of
antibodies;   methods,   procedures  and  processes;   materials  and  reagents;
components,  equipment,  equipment  design,  animal  studies,  clinical or other
evaluations,  analytical results, and quality control or other safety procedures
in each case relating to the production, use or manufacture of the Product.

     1.7 "Term" shall have the meaning set forth in Section 8.1

     1.8  "Territory"  means the  United  States of  America,  including  the 50
states, Puerto Rico, U.S. Virgin Islands and Washington, D.C., but excluding all
other territories and possessions.

     1.9  "CYTOGEN's  Net Sales"  shall mean  amounts  invoiced to  customers of
CYTOGEN excluding returns and product allowances, free samples, shipping, taxes,
insurance and handling.

                            ARTICLE II - THE PRODUCT
                            ------------------------

     2.1 Commercialization. CYTOGEN shall exert commercially reasonable efforts,
at its own  expense,  to:

     (a) market and promote the Product in the Territory (taken as a whole) on a
diligent commercial basis after the Effective Date;

     (b)  provide an  adequate  level of  customer  service  including,  without
limitation, rendering prompt and willing service with respect to the Product and
handling all customer  inquiries  with  reasonable  assistance of MATRITECH in a
manner consistent with the prevailing practices in the industry;
<PAGE>

                                      -3-

     (c) obtain approvals from third-party  payors for  reimbursement,  with the
reasonable assistance of MATRITECH, for the use of the Product within the Field;
and

     (d)  allocate no less than [**]% of its sales force time which shall not be
less than [**] FTEs (full time equivalent  employees) , to the ongoing promotion
and sales of the Product for the Term of this Agreement.

     2.2 Compliance with Laws. In performing this Agreement, each of the parties
agree that it will comply in all material respects with applicable  governmental
laws, rules, regulations and policies and will hold the other party harmless and
indemnify the other party from the failure to do so. Repeated  non-compliance by
a party or its employees or Affiliates  with this Section 2.2 shall be deemed to
constitute  a  material,  irremediable  breach of the  terms of this  Agreement,
justifying immediate termination under Section 8.2(a)(iii) hereof.

     2.3  Clinical  Marketing,   Technical  Services.  MATRITECH  shall  provide
assistance to CYTOGEN with clinical  marketing of the Product during the Term of
this Agreement,  including, without limitation, those activities that define and
support  clinical usage.  MATRITECH will provide  reasonable  technical  support
services , at its own expense,  in  furtherance  of CYTOGEN's  sales  efforts at
CYTOGEN'S request.

     2.4 Loss of Exclusivity.  If CYTOGEN only purchases between [**]% and [**]%
of the Minimum Purchase Commitment as specified in Section 4.2 of this Agreement
in any given year,  MATRITECH shall, as its sole and exclusive remedy,  have the
right to, in its sole discretion and upon written notice to CYTOGEN, renegotiate
the terms of the Agreement  with CYTOGEN;  provided,  both parties must agree to
such  renegotiated  terms in writing or convert  CYTOGEN's  Marketing Rights (as
defined  below)  to  non-exclusive  for the  Product  within  the  Field  in the
Territory.  In the  event  MATRITECH  converts  CYTOGEN's  Marketing  Rights  to
non-exclusive  for the Field,  it must first offer Cytogen similar deal terms if
it intends to offer said Marketing  Rights to another person or entity.  Failure
by CYTOGEN to  purchase at least [**]% of the  Minimum  Purchase  Commitment  of
Product as  specified  in Section 4.2 of this  Agreement in any given year shall
result,  after  prior  written  notice to CYTOGEN and at  MATRITECH's  option as
MATRITECH's sole and exclusive remedy, in a) the termination of the Agreement as
<PAGE>

                                      -4-

provided in Section  8.2(b);  provided,  however,  if MATRITECH  terminates this
Agreement  under such  circumstances,  CYTOGEN's  sole liability to MATRITECH is
listed in Section 8.3 and 8.4 (with  CYTOGEN  having no liability  for breach of
CYTOGEN's  Minimum Purchase  Commitment under this Agreement),  b) a loss of the
exclusivity  granted  under this  Agreement,  or c) may attempt to negotiate new
terms  of the  Agreement  with  CYTOGEN  that may or may not  include  a loss of
exclusivity.  In the event of a loss of exclusivity under this section,  CYTOGEN
shall no  longer  have a  Minimum  Purchase  Commitment  for  that  year and for
subsequent  years,  if any,  as set forth in Section  4.2. If during the Term of
this  Agreement,  CYTOGEN  purchases in excess of [**]% of the Minimum  Purchase
Commitment, CYTOGEN shall be deemed in conformance with Section 4.2(a) and shall
retain its exclusivity for such particular period.

     2.5 FDA Clearance.  Subject to the terms and  conditions  contained in this
Agreement, MATRITECH agrees to exert commercially reasonable efforts to seek, as
soon as  practicable,  diagnosis  clearance  from the FDA for the Product in the
Territory. Diagnosis clearance shall mean approval by the FDA to use the Product
for  the  diagnosis  of  bladder  cancer  on  patients  other  than  those  with
reoccurring  bladder cancer.  MATRITECH shall promptly notify CYTOGEN in writing
in the event MATRITECH does not obtain diagnosis clearance from the FDA.

             ARTICLE III - MARKETING FEE AND INITIAL PURCHASE ORDER
             ------------------------------------------------------

     3.1 Marketing Fees. In  consideration  of the grant of the Marketing Rights
set forth in this  Agreement,  CYTOGEN  shall  pay to  MATRITECH  $150,000  as a
marketing fee upon the Effective Date.

     3.2 Initial  Purchase  Order.  CYTOGEN  shall  attach to this  Agreement an
irrevocable  purchase  order for [**]% of the Minimum  Purchase  Commitment  for
calendar  years  2002 and 2003  (the  "Initial  Purchase  Order").  The  Initial
Purchase  Order  shall be for [**]  units at $[**]  per  unit.  MATRITECH  shall
deliver [**] units of the Initial  Purchase  Order on or before October 31, 2002
and the remainder by no later than December 31, 2002.

                         ARTICLE IV - MARKETING RIGHTS
                         -----------------------------

     4.1 Marketing  Rights.  CYTOGEN  shall have the exclusive  right to sell or
otherwise  distribute the Product in the Territory within the Field  ("Marketing
Rights").  CYTOGEN  shall not sell or  otherwise  distribute  the Product to any
<PAGE>
                                      -5-

person or entity in the  Territory  if CYTOGEN  has reason to believe  that such
person or entity intends to resell or  redistribute  the Product  outside of the
Territory  or the Field.  The rights  granted  herein  shall not be construed to
confer any license rights upon CYTOGEN,  by implication,  estoppel or otherwise,
to use or practice any of MATRITECH's patents or other intellectual  property or
use any Technical  Information.  If and to the extent that CYTOGEN  performs its
rights and obligations under this Agreement,  including, without limitation, its
Marketing Rights, through an Affiliate, CYTOGEN shall cause such Affiliate to be
bound in writing by all the terms and  conditions of this  Agreement.  MATRITECH
shall not sell or  otherwise  distribute  the Product to any person or entity if
MATRITECH has reason to believe that such person or entity  intends to resell or
redistribute  the Product within the Field in the Territory.  Subject to Section
8.4,  MATRITECH and its  licensee(s)  reserve the right to market and sell other
non-point  of care  formats of the NMP22 test within the Field in the  Territory
solely to professional laboratories, such as automated formats designed for such
professional laboratories.

     4.2 Sales Price and Minimum Purchase Commitment.

     (a)  CYTOGEN  shall  purchase  from  MATRITECH  during  each  year  of this
Agreement  the minimum  number of units of the Product set forth under  "Minimum
Purchase Commitments" in the table below.

--------------------- ---------------------------
                           Minimum Purchase
                             Commitments
Calendar Year              (tests per year)
--------------------- ---------------------------
--------------------- ---------------------------
        2002
        2003                     [**]
--------------------- ---------------------------
--------------------- ---------------------------
        2004                     [**]
--------------------- ---------------------------
--------------------- ---------------------------
        2005                     [**]
--------------------- ---------------------------
--------------------- ---------------------------
        2006                     [**]
--------------------- ---------------------------
--------------------- ---------------------------
        2007                     [**]
--------------------- ---------------------------


     The foregoing Minimum Purchase  Commitments will be renegotiated by CYTOGEN
and  MATRITECH  if the FDA does not approve use of the Product for  diagnosis by
the end of the second calendar quarter of 2003 as follows:  the Minimum Purchase
Commitments  will be adjusted  downward  to reflect  any FDA delay in  providing
<PAGE>
                                      -6-

clearance  for the use of the  Product  for  diagnosis.  If  MATRITECH  does not
receive FDA  approval for the use of the Product for  diagnosis  [**] the annual
Minimum  Purchase  Commitment  for the year in which approval is granted and for
previous years shall be immediately reduced by [**]

     (b) The base  price  per unit of  Product  shall be fixed at $[**] per unit
F.O.B. MATRITECH's place of manufacture or supply (the "Base Price"). Commencing
in 2004 and  continuing  for the Term of the  Agreement,  the  price per unit of
Product will be the Base Price plus [**]% of CYTOGEN's Net Sales of the Product.
CYTOGEN shall tender payment to MATRITECH of the [**]% payments of CYTOGEN's Net
Sales on a quarterly  basis no more than 30 days after the end of each  calendar
quarter. Commencing in 2004, and provided that the prior year's actual purchases
by CYTOGEN exceed that year's Minimum Purchase Commitment, the price per unit of
Product will be calculated as set forth in the table below:

-------------------------------  --------------------------------------------
Prior year's actual purchases
relative to that year's Minimum
Purchase Commitment                       Product price
-------------------------------  --------------------------------------------
-------------------------------  --------------------------------------------
>[**]% to [**]%                 [**]% off Base Price plus payment to
                                Matritech of [**]% of CYTOGEN's Net Sales
                                of the Product
------------------------------  --------------------------------------------
------------------------------  --------------------------------------------
>[**]% to [**]%                 [**]% off Base Price plus payment to
                                Matritech of [**]% of CYTOGEN's Net Sales
                                of the Product
------------------------------  --------------------------------------------
------------------------------  --------------------------------------------
>[**]%                          [**]% off Base Price plus payment to
                                Matritech of [**]% of CYTOGEN's Net Sales
                                of the Product
------------------------------  --------------------------------------------

     For example,  if CYTOGEN  purchases [**] units of Product in 2004, then the
Base  Price for 2005 shall be $[**]  ([**]%  discount  off $[**])  plus [**]% of
CYTOGEN's Net Sales.
<PAGE>
                                      -7-

     (c) After 2003, the Base Price may be  renegotiated  once per calendar year
commencing in 2004, but only if the Council of Medical Services reimbursement to
the end user changes more than [**]% (upward or downward)  from the then current
amount.

     4.3 Terms and  Conditions.  All orders of Product by CYTOGEN from MATRITECH
during the term of this  Agreement  shall be subject to the terms and conditions
of this Agreement and shall be subject to acceptance by MATRITECH,  as set forth
in Section 4.4 below,  except with respect to orders to satisfy Minimum Purchase
Commitments  which MATRITECH shall be obligated to accept.  Nothing contained in
any purchase order or similar  document  submitted by CYTOGEN to MATRITECH shall
in any  way  modify  or add  to the  terms  and  conditions  contained  in  this
Agreement. Invoices are payable within [**] after the date of invoice.

     4.4 Order and Acceptance.

     (a) All orders for  Product  submitted  by CYTOGEN  shall be  initiated  by
written  orders sent to MATRITECH and requesting a delivery date during the term
of this  Agreement.  Any order  initially  placed  orally  or by e-mail  must be
confirmed in writing.

     (b) To facilitate MATRITECH's  production scheduling,  CYTOGEN shall submit
purchase  orders to MATRITECH at least [**] days prior to the requested  date of
delivery.  Except  with  respect  to  orders to  fulfill  the  Minimum  Purchase
Commitment  requirements  set  forth  above,  no  order  shall be  binding  upon
MATRITECH  until accepted by MATRITECH in writing,  and MATRITECH  shall have no
liability  to CYTOGEN  with  respect to purchase  orders that are not  accepted.
MATRITECH  reserves  the right to  allocate  the supply of the Product pro rata,
based  approximately  on  the  relative  numbers  of  Product  ordered,  without
incurring  any  liability  to CYTOGEN  for  commissions,  damages or  otherwise.
MATRITECH shall notify CYTOGEN of the acceptance or rejection of an order and of
the assigned  delivery  date for  accepted  orders  within  fifteen (15) days of
receipt  of an order  from  CYTOGEN.  No  partial  shipment  of an  order  shall
constitute the acceptance of the entire order,  absent the written acceptance of
such entire order.  MATRITECH  shall use its  reasonable  efforts to deliver the
Product  at the  times  specified  either  in its  quotation  or in its  written
acceptance of CYTOGEN's orders.
<PAGE>
                                      -8-

     4.5 Cancellation of Orders. If MATRITECH  accepts any cancellation  request
made within ten (10) days of the  scheduled  ship date,  CYTOGEN  agrees to bear
MATRITECH's restocking fee of up to [**] percent ([**]%) of the total order.

     4.6 F.O.B.  Point,  Title and Risk of Loss.  All  prices are F.O.B.  either
MATRITECH's  distribution  facility  or  place  of  manufacturing  (the  "F.O.B.
Point").  Product shall be purchased at the F.O.B. Point. Title and risk of loss
of such Product shall pass to CYTOGEN at said location.  MATRITECH shall provide
CYTOGEN  with  written  invoices for all Product  when  shipped.  The  foregoing
notwithstanding, however, CYTOGEN shall, as between itself and its customers, be
acting as principal and not as an agent of MATRITECH.

     4.7 Returns.  CYTOGEN  shall have no right of return for Product  purchased
hereunder.  If,  however,  any Product fails to perform in  accordance  with the
labeling  provided by MATRITECH as documented by MATRITECH's  examination of the
Product  pursuant  to its formal  complaint  handling  procedure  which has been
established in accordance with standard industry  practices,  CYTOGEN may return
such defective  Product but in no case later than one-hundred  eighty (180) days
from the  original  ship date from  MATRITECH to CYTOGEN.  MATRITECH  shall keep
CYTOGEN  appraised  of its  examination  of the  Product  pursuant to its formal
complaint  handling  procedures  and shall provide  CYTOGEN with its finding and
shall provide the basis of its  determination  in the event that MATRITECH finds
that the Product is not defective.  CYTOGEN shall have the  opportunity to raise
reasonable  objections to the methods used during and shall have an  opportunity
to  verify  MATRITECH's  findings  for a period  five (5)  business  days  after
MATRITECH's  determination,  which  MATRITECH  shall in good faith consider when
determining if an alternate outcome is warranted.

     4.8  Payment.  MATRITECH  shall  provide  CYTOGEN  with an invoice for each
shipment of Product.  Invoices shall be issued and dated on or after the date of
shipment of each  order.  Under no  circumstances  will an invoice be issued for
Product that has not been shipped. Invoices shall be paid within [**] days after
the date of invoice.

     4.9 Taxes. CYTOGEN's payments for the Product hereunder are payable in full
to MATRITECH  without  deduction for taxes  (including any  withholding  tax) or
duties.  In  addition  to such  amounts,  CYTOGEN  shall pay sums equal to taxes
(including,  without  limitation,  sales,  withholding,  value-added and similar
<PAGE>
                                      -9-

taxes)  based on an  end-user's  use or  possession  of the Product  under or in
accordance with the provisions of this Agreement, but exclusive of United States
federal, state, and local taxes based on MATRITECH's net income.

     4.10 Dollars.  All amounts due MATRITECH  hereunder shall be calculated and
paid in U.S. dollars.

     4.11  Shipping.  All  Product  delivered  pursuant  to the  terms  of  this
Agreement shall be suitably packed for shipment in MATRITECH's standard shipping
cartons, marked for shipment to CYTOGEN's address set forth above, and delivered
to CYTOGEN or its carrier agent at the F.O.B. Point. If CYTOGEN does not specify
a carrier, MATRITECH shall select the carrier. All freight, insurance, and other
shipping  expenses  shall  be paid by  CYTOGEN.  CYTOGEN  shall  also  bear  all
applicable  taxes,  duties and similar charges that may be assessed  against the
Product after delivery to the carrier at the F.O.B. Point.

     4.12 Late Payment.  Any amount not paid within the [**] days after the date
of an invoice,  except for those amounts that both parties agree are in dispute,
shall bear interest at the rate of 1.5% per month until paid in full.

     4.13  Records.  To the extent  available  to it, each party shall  maintain
quantity, lot numbers, customer names and addresses, and incident reports for at
least two years beyond  expiration  date of the Product.  Each party shall keep,
and shall require all its Affiliates to keep,  full,  true and accurate books of
accounts  and  other  records  that  it  generates  or  obtains  containing  all
information  and data which may be necessary to ascertain and verify the amounts
payable hereunder and to satisfy FDA requirements including recall and to retain
such records for at least five (5) years.  During the Term of this Agreement and
for a period of five (5) years following its termination,  each party shall have
the right from time to time (but no more than once per  calendar  year) and upon
ten (10) days prior written notice, to inspect, or have an agent,  accountant or
other representative  inspect, such books, records and supporting data solely to
verify  compliance  with the first  sentence of this Section 4.14 during  normal
business hours.  The party being audited may require any of the auditing party's
personnel to execute a confidentiality  agreement prior to giving such personnel
access to any materials.
<PAGE>
                                      -10-

     4.14 Marketing  Efforts.  CYTOGEN shall be  responsible  for all marketing,
promotion and  distribution of Product within the Territory.  In support of this
effort,  CYTOGEN and MATRITECH shall develop and CYTOGEN shall implement  annual
sales and marketing  plans to support and effectively  promote the Product.  The
marketing  plan shall include the  commitments  outlined on Attachment A to this
Agreement.  CYTOGEN shall provide customer and technical  services in support of
the  Product  during  the  Term  of  this  Agreement.  During  the  Term of this
Agreement,  MATRITECH will conduct Product specific  marketing  campaigns at its
own expense and at such times as it shall reasonably determine.

     4.15 Samples.  "Samples" are defined as units of the Product that cannot be
and are not sold to  end-users  and must be  distributed  within  [**] months of
receipt by CYTOGEN.  CYTOGEN  shall  receive  [**] free  Samples to be delivered
simultaneously with the Initial Purchase Order of the Product.

     4.16  [**]  Forecasts  and  Sales  and  Marketing  Reports.  To  facilitate
MATRITECH'S  production  scheduling,  within  [**] days  after  delivery  of the
Initial  Purchase  Order,  and [**] days prior to the beginning of each calendar
[**],  CYTOGEN shall furnish MATRITECH with a forecast of its Product purchases,
together with requested  delivery  dates,  for the subsequent [**] month period.
Such  forecasts  by  CYTOGEN  are  estimates  and shall not  represent  purchase
commitments. Together with these [**] forecasts, CYTOGEN shall provide MATRITECH
with a monthly sales and marketing report that includes,  but is not limited to,
unit sales,  average  selling  price per unit of Product,  dollar  sales for the
entire  Territory  categorized  by  either  state of zip code and the  number of
man-years spent by the sales force.

     4.17 Product  Inventory.  Subject to MATRITECH's  fulfillment of its supply
obligations,  CYTOGEN shall be responsible for maintaining adequate inventory of
Product to meet consumer demand.

                    ARTICLE V - INTELLECTUAL PROPERTY RIGHTS
                    ----------------------------------------

     5.1 Patent Rights. MATRITECH owns and possesses or will own and possess all
right, title and interest,  or holds a valid license,  in and to the Product and
all associated Trademarks (as defined below), and has taken all necessary action
to protect  these rights with respect to the U.S.  patent rights in the Product.
MATRITECH has not received any notice of any  infringement  or  misappropriation
<PAGE>
                                      -11-

by, or conflict with the intellectual  property rights of, any third party which
would prevent  CYTOGEN from using or selling the Product in the  Territory.

     5.2  Infringement  Claims.  MATRITECH  agrees to indemnify and hold CYTOGEN
harmless against any cost, loss,  liability,  or expense  (including  attorneys'
fees)  arising  out  of,  resulting  from  or  relating  to any  claim,  suit or
proceeding  brought  against  CYTOGEN  or  MATRITECH  based on a claim  that the
Product infringes upon any third party intellectual  property right (hereinafter
"Infringement  Claims").  CYTOGEN agrees that MATRITECH has the right to defend,
or at its option to settle,  and MATRITECH  agrees, at its own expense to defend
or at its  option  to  settle  any  Infringement  Claims  so  long  as any  such
settlement does not adversely  affect  CYTOGEN's  rights under this Agreement or
requires  CYTOGEN to perform any actions;  provided  that  MATRITECH is notified
promptly  in  writing of an  Infringement  Claim and has sole  control  over its
defense or settlement, and CYTOGEN provides reasonable assistance in the defense
of the same.

     5.3 Infringement  Cures.  Following notice of an Infringement  Claim, or if
MATRITECH believes such a claim is likely, MATRITECH may at its sole expense and
option: (a) [**]or (b) [**]or (c) [**]

     5.4  Limitation.  Notwithstanding  any other  provision of this  Agreement,
MATRITECH  assumes no liability for any Infringement  Claims with respect to any
product  in or with  which  the  Product  may be used  in  combination,  but not
covering the Product  standing alone,  and MATRITECH shall have no liability for
any  Infringement  Claim  based on  CYTOGEN's:  (a) use or  distribution  of any
Product  after  MATRITECH's  written  notice that  CYTOGEN  should  cease use or
distribution of such Product due to an infringement  claim; or (b)  modification
of the Product,  or any part  thereof,  at the request of CYTOGEN or to meet any
specifications provided by CYTOGEN; (c) combination by CYTOGEN of a Product with
another  product,  if such  infringement  claim  would have been  avoided by the
exclusive use of the Product alone; or (d) any trademark infringements involving
any marking or branding not applied by  MATRITECH  or  involving  any marking or
branding applied at the request of CYTOGEN. For all infringement claims to which
this  Section  5.4  is  applicable,  CYTOGEN  agrees  to  indemnify  and  defend
<PAGE>
                                      -12-

MATRITECH,  provided  that  CYTOGEN  is  notified  promptly  in  writing  of  an
infringement  claim and has sole  control  over its defense or  settlement,  and
MATRITECH provides reasonable assistance in the defense of the same.

     5.5 Entire liability.  THE FOREGOING PROVISIONS OF THIS SECTION 5 STATE THE
ENTIRE  LIABILITY  AND  OBLIGATIONS  OF MATRITECH,  AND THE EXCLUSIVE  REMEDY OF
CYTOGEN,  WITH RESPECT TO ANY ALLEGED INTELLECTUAL  PROPERTY INFRINGEMENT BY THE
PRODUCT, OR ANY PART THEREOF.

     5.6 Unauthorized Use. During the Term of this Agreement, either party shall
promptly  notify the other party in writing upon  discovery of any  unauthorized
use or infringement of the Product or any MATRITECH patent, copyright, trademark
or other intellectual property rights with respect thereto. MATRITECH shall have
the sole and  exclusive  right to bring an  infringement  action  or  proceeding
against a third party, and, in the event that MATRITECH brings such an action or
proceeding,  CYTOGEN shall cooperate and provide full information and assistance
to MATRITECH and its counsel in connection  with any such action or  proceeding.
MATRITECH may, at its option settle any such action or proceeding so long as any
such settlement does not adversely  affect CYTOGEN's rights under this Agreement
or requires  CYTOGEN to perform any  actions.  During the period of any material
unauthorized  use or  infringement  of the  Product  or  any  MATRITECH  patent,
copyright,  trademark or other intellectual property rights with respect thereto
[**]

     5.7  Other  Third-Party  Claims.   Except  for  Infringement  Claims  which
MATRITECH  is obliged to settle or defend  under this  Section 5, in addition to
the claims for which CYTOGEN will  indemnify  MATRITECH  pursuant to Section 5.4
above,  each of the parties agree to indemnify,  defend and hold the other party
harmless against any cost, loss,  liability,  or expense  (including  attorneys'
fees)  arising out of any third party claim,  resulting  from or relating to any
(i)  breach  of this  Agreement  (including,  without  limitation,  a breach  by
MATRITECH of its limited  warranty set forth in Section 7.1),  (ii) each party's
negligent  acts or willful  misconduct;  and (iii) in  MATRITECH's  case for any
claims  arising out of the use of the Product;  provided  that the  indemnifying
party is notified  promptly in writing of the claim,  has sole  control over its
defense or settlement, and the party seeking indemnification provides reasonable
<PAGE>
                                      -13-

assistance  in the  defense  of the same.  Each party  agrees,  that it will not
settle any such claims,  unless such  settlement  does not adversely  affect the
other party's rights under this Agreement or requires the  indemnified  party to
perform any actions.

     5.8  Insurance.  Each of the  parties  have and shall  maintain at least $2
million of insurance with a financially sound carrier subject to availability on
commercially  reasonable terms, against any and all losses,  claims, damages and
costs which may arise under this Agreement.

     5.9 Identification of Proprietary.  All packaging and documentation for the
Product shall include a notation acknowledging  MATRITECH's patent rights in the
Product.

     5.10 Trademarks and Trade Names.

     (a) The Product shall be sold in the Territory  only under the  trademarks,
marks and trade names that MATRITECH may adopt from time to time ("Trademarks").
During the term of this Agreement, CYTOGEN shall have the right to advertise the
Product under the  Trademarks.  CYTOGEN shall not alter or remove any Trademarks
applied at the factory to the  Product,  packages,  labeling or other  materials
contained  therein.  Nothing  herein shall grant to CYTOGEN any right,  title or
interest  in the  Trademarks.  If  during  the terms of this  Agreement  CYTOGEN
challenges  (or assists  others to  challenge)  the validity or ownership of any
Trademarks  owned by MATRITECH as of the date of this Agreement,  then MATRITECH
may by immediate notice to CYTOGEN terminate this Agreement.

     (b) All representations of the Trademarks that CYTOGEN intends to use shall
first be  submitted to  MATRITECH  for  approval,  which  approval  shall not be
unreasonably  withheld.  CYTOGEN  shall  promptly  provide to MATRITECH  for its
review and approval a sample copy of all advertising  and promotional  materials
prepared by CYTOGEN in  connection  with the sale of the Product.  CYTOGEN shall
develop standard marketing  materials  including  descriptions of the use of the
Product for approval by MATRITECH.

     (c) Upon  termination  of this  Agreement  for any  reason,  CYTOGEN  shall
discontinue the use of MATRITECH's Trademarks.

                      ARTICLE VI - CONFIDENTIAL INFORMATION
                      -------------------------------------
     6.1 Treatment of Confidential Information. Each party hereto shall maintain
all  confidential  or  proprietary  information  of the other  party  including,
without  limitation,  all  confidential  or proprietary  Technical  Information,
customer  lists,  pricing,  payment  amounts,  marketing and business  plans and
<PAGE>
                                      -14-

marketing and business  strategies  ("Confidential  Information") in confidence,
and shall not  disclose,  divulge or  otherwise  communicate  such  Confidential
Information  to others,  or use it for any purpose,  except  pursuant to, and in
order to carry  out,  the terms and  objectives  of this  Agreement,  and hereby
agrees to exercise  every  reasonable  precaution  to prevent and  restrain  the
unauthorized  disclosure  of  such  Confidential   Information  by  any  of  its
directors,  officers,  employees,  consultants,  subcontractors,   sublicensees,
agents,  or  Affiliates.  The  Confidential  Information  of each party includes
information  about third parties disclosed by one party to this Agreement to the
other party to this Agreement.

     6.2 Release  from  Restrictions.  The  provisions  of Section 6.1 shall not
apply to any Confidential Information disclosed hereunder which:

     (a)  was  known  or  used  by the  receiving  party  prior  to its  date of
disclosure to the receiving  party, as evidenced by the prior written records of
the receiving party; or

     (b) either before or after the date of disclosure to the receiving party is
lawfully disclosed to the receiving party by an independent,  unaffiliated third
party rightfully in possession of the Confidential Information; or

     (c)  either  before or after the date of the  disclosure  to the  receiving
party  becomes  published or generally  known to the public  through no fault or
omission  on the part of the  receiving  party or its  Affiliates  and  under no
obligation  of  confidentiality;  or

     (d) is  required  to be  disclosed  by the  receiving  party to comply with
applicable laws, to defend or prosecute  litigation or, as provided  herein,  to
comply with governmental regulations, provided that the receiving party provides
prior written notice of such disclosure to the other party and takes  reasonable
and  lawful  actions to avoid  and/or  minimize  the degree of such  disclosure.


                            ARTICLE VII - WARRANTIES
                            ------------------------

     7.1 Warranty to End-Users.  MATRITECH  gives a limited  warranty to CYTOGEN
and to the  end-users of the Product  that the Product  conforms to the labeling
supplied by MATRITECH  until the date of  expiration  of the Product.  MATRITECH
specifically  disclaims (on the part of MATRITECH and its  suppliers)  all other
conditions,  warranties and other terms  relating to the Product.  CYTOGEN shall
not give (or purport to give) or enter into (or purport to enter into) on behalf
of MATRITECH any representation,  condition,  warranty or other term in relation
<PAGE>
                                      -15-

to the  Product.  CYTOGEN  will  indemnify  MATRITECH  against  all  liabilities
relating  to the Product and  against  all costs and  expenses  associated  with
claims in respect of such liabilities to the extent that the liabilities  result
from a breach by CYTOGEN of the terms of the preceding  sentence of this Section
7.1.

     7.2  Disclaimer  of  Warranty.  EXCEPT  FOR THE  WARRANTY  PROVIDED  FOR IN
SECTIONS  5.1 AND 7.1  ABOVE,  MATRITECH  DISCLAIMS  ANY AND ALL  WARRANTIES  OR
CONDITIONS OF ANY KIND WHATSOEVER,  EXPRESS,  IMPLIED,  STATUTORY, OR OTHERWISE,
INCLUDING  THOSE  FOR  MERCHANTABILITY,  SATISFACTORY  QUALITY,  FITNESS  FOR  A
PARTICULAR PURPOSE AND/OR AGAINST INFRINGEMENT, WHICH ARE EXPRESSLY EXCLUDED.

                           ARTICLE VIII - TERMINATION
                           --------------------------

     8.1 Term.  This  Agreement  shall remain in effect until December 15, 2007,
unless earlier terminated in accordance with the provisions of this Article VIII
or pursuant to Section 2.4. The term of this Agreement  shall be renewed for one
(1)-year  terms upon mutual written  consent  provided at least ninety (90) days
prior to the end of the term (including any renewal thereof) of this Agreement.

     8.2  Termination  for Breach,  etc.

     (a) Any party not then in default under this Agreement shall be entitled to
terminate  this Agreement by written notice to the other party in the event that
the other  party  shall be in  default of any money  payment  or other  material
obligations  hereunder,  (i) thirty (30) days after notice of any money  payment
default if the defaulting  party shall have failed to remedy such default within
such  30-day  period,  (ii) sixty (60) days  after  notice of any other  default
capable  of cure,  if the  defaulting  party  shall have  failed to remedy  such
default within such 60-day period, and (iii) immediately upon any breach that is
incapable of cure.

     (b) In addition,  this Agreement may be terminated immediately upon written
notice (i) as provided in Sections 2.2, 2.4 and 8.2(a)(iii)  hereof,  or (ii) in
case of either party's insolvency, dissolution,  termination of existence or the
appointment of a custodian or receiver for such party if such appointment is not
dismissed  within  thirty  (30)  days  or the  institution  by such  party  of a
proceeding  in  bankruptcy,  reorganization,  receivership,  insolvency or other
<PAGE>
                                      -16-

similar  law  affecting  the  right  of  creditors   proceeding  in  bankruptcy,
reorganization,  receivership,  insolvency  or other  similar  law,  and if such
proceeding is not dismissed within thirty (30) days of filing.

     8.3  Duties  Upon  Termination.

     (a) In the  event  of the  expiration  or  termination  of  this  Agreement
pursuant to this  Article  VIII for any reason  whatsoever:

          (i) CYTOGEN  shall  cease,  as soon as is  practicable  from acting as
     distributor  of the Product and abstain  from making  further  sales of the
     Product;

          (ii) Both parties shall  cooperate  with each other in completing  all
     outstanding  obligations  to the other,  including the  fulfillment of each
     warranty term and condition under this Agreement; and

          (iii) Upon expiration of the three (3) month period after  termination
     of this Agreement,  CYTOGEN shall not dispose of any Product purchased from
     MATRITECH except to MATRITECH or to a company appointed by MATRITECH.

     (b) No  termination  or expiration of this  Agreement  shall relieve either
party  of any  then-accrued  payment,  offset  or  obligation.  Any and all such
payments,  offsets  or other  obligations  accrued  hereunder  as of the date of
termination  or expiration  shall remain due and payable in accordance  with the
terms hereof.

     (c)  Notwithstanding  any termination or expiration of this Agreement,  the
obligations  of the  parties  contained  in Articles V, VI, VII, IX and X and in
Sections  3.1,  4.13,  and 8.4,  and this  Section  8.3 with  respect  to events
occurring prior to the effective date of such  termination or expiration,  shall
survive and continue to be enforceable.

     (d) Upon any termination of this Agreement each party shall promptly return
to the other party all written Confidential Information, and all copies thereof,
of the other party or at the discretion of the requested party, certify that all
such  Confidential  Information  has been destroyed.  In addition,  if MATRITECH
terminates this Agreement due to a material  breach by CYTOGEN,  pursuant to the
terms in Section  8.2(b),  or in the event of termination  due to failure by the
parties to consent pursuant to Section 10.2,  CYTOGEN shall deliver to MATRITECH
a list of its customers complete with full addresses and contact information who
have  purchased the Product  within the  preceding 24 months and the  quantities
purchased by them by no later than ten (10) working days from the date of notice
of such termination.
<PAGE>
                                      -17-

     8.4   Non-Competition.   CYTOGEN  will  be  precluded  from,   directly  or
indirectly,  selling or marketing a device or product that is  competitive  with
the  Product  during the Term of this  Agreement  and for a period of [**] years
following  termination  of the  Agreement.  During  the Term of this  Agreement,
MATRITECH shall not, directly or indirectly,  sell or market a  non-instrumented
single test device or product that is competitive with the Product in the Field.

                      ARTICLE IX - LIMITATION OF LIABILITY
                      ------------------------------------

     9.1 Liability Upon Termination.  Except as otherwise  expressly provided in
this  Agreement,  in the  event  of (a)  the  expiration  of this  Agreement  in
accordance  with its terms or (b) the  termination by either party in accordance
with any of the provisions of this  Agreement,  neither party shall be liable to
the  other,  because  of  such  expiration  or  termination,  for  compensation,
reimbursement  or  damages  on  account  of the loss of  prospective  profits or
anticipated sales or on account of expenditures,  inventory, investments, leases
or  commitments  in  connection  with the  business or goodwill of  MATRITECH or
CYTOGEN.  Expiration or termination shall not, however,  relieve either party of
obligations incurred prior to the expiration or termination.

     9.2 Liability  for Breach.  Except as provided in Article V or Section 6.1,
in the event of any breach by  MATRITECH  of any of its  obligations  hereunder,
CYTOGEN's  sole and  exclusive  remedy shall be (i) an equitable  adjustment  in
price of Product  subsequently  purchased by CYTOGEN, as may be agreed to by the
parties,  or (ii) failing any  agreement,  return to Matritech,  at  MATRITECH's
expense, of all or any portion of the Product remaining in CYTOGEN's  possession
for a refund of the purchase price paid by CYTOGEN, plus all applicable shipping
expenses.

     9.3 Liability for Other Damages. MATRITECH'S TOTAL LIABILITY ARISING OUT OF
THIS AGREEMENT,  THE TERMINATION THEREOF,  AND/OR SALE OF THE PRODUCT HEREUNDER,
SHALL BE LIMITED  TO THE AMOUNT  HAVING  THEN  ACTUALLY  BEEN PAID BY CYTOGEN TO
MATRITECH FOR THE PURCHASE OF PRODUCT UNDER THIS  AGREEMENT.  EXCEPT FOR PRODUCT
SUPPLIED  TO CYTOGEN TO REPLACE  PRODUCT  THAT DOES NOT  CONFORM TO  MATRITECH'S
LIMITED  WARRANTY  UNDER SECTION 7.1, IN NO EVENT SHALL  MATRITECH BE LIABLE FOR
COSTS OF  SUBSTITUTE  PRODUCTS.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
<PAGE>
                                      -18-

OTHER PARTY FOR ANY  SPECIAL,  CONSEQUENTIAL,  INCIDENTAL,  MULTIPLE OR PUNITIVE
DAMAGES,  HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,  AND WHETHER OR NOT FOR
BREACH OF CONTRACT,  NEGLIGENCE OR OTHERWISE,  AND WHETHER OR NOT SUCH PARTY HAS
BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGE.  THESE  LIMITATIONS  WILL APPLY
NOTWITHSTANDING  ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED
HEREIN. MATRITECH'S LIMITATION OF LIABILITY IS CUMULATIVE,  WITH ALL MATRITECH'S
EXPENDITURES  BEING  AGGREGATED TO DETERMINE  SATISFACTION  OF THE LIMIT.  IN NO
EVENT  SHALL ANY  SUPPLIERS  OF  MATRITECH  BE LIABLE TO CYTOGEN FOR ANY DIRECT,
INDIRECT,  CONSEQUENTIAL  OR OTHER DAMAGES  ARISING OUT OF THIS  AGREEMENT,  AND
CYTOGEN AGREES TO PURSUE ANY CLAIMS THAT IT MAY HAVE SOLELY  AGAINST  MATRITECH.


                           ARTICLE X - MISCELLANEOUS
                           -------------------------

     10.1  Publicity.  Either party may publicize or announce this Agreement and
the existence of an  arrangement  between the parties,  provided that such party
shall  provide the other party with a copy of any written  materials  to be used
therefor sufficiently prior to publication for the other party to comment on and
make reasonable changes thereto.  Except as permitted under Section 5.10 hereof,
neither  party shall use the other  party's  name,  trademarks  or service marks
without the other party's prior written consent.

     10.2  Assignment.   Neither  this  Agreement  nor  any  of  the  rights  or
obligations  hereunder may be assigned by either party without the prior written
consent of the other party;  provided however,  such restriction shall not apply
in event of a merger, acquisition or sale of substantially all the assets of the
party  that  are  required  to  perform  such  party's  obligations  under  this
Agreement.

     10.3 Governing Law and  Jurisdiction.  This Agreement  shall be governed by
and interpreted in accordance with the laws of the Commonwealth of Massachusetts
without regard to its conflict of law  principles.  Any lawsuit shall be brought
in the federal district court in Boston, Massachusetts and MATRITECH and CYTOGEN
consent to personal jurisdiction and venue in such courts. Process may be served
on either  party by using the notice  provisions  of  Section  10.6  below.  The
<PAGE>
                                      -19-

prevailing  party in any legal action brought by one party against the other and
arising out of this Agreement shall be entitled, in addition to any other rights
and remedies it may have, to  reimbursement  for its expenses,  including  court
costs and reasonable attorneys' fees.

     10.4  Force  Majeure.  In the event that  either  party is  prevented  from
performing or is unable to perform any of its  obligations  under this Agreement
due to any act of God; fire; casualty;  flood; war; strike; lockout;  failure of
public utilities;  injunction or any act, exercise,  assertion or requirement of
governmental  authority,  including any  governmental  law,  order or regulation
permanently or temporarily prohibiting or reducing the manufacture,  use or sale
of Product; epidemic; destruction of production facilities; riots; insurrection;
inability  to procure or use  materials,  labor,  equipment,  transportation  or
energy  sufficient to meet  manufacturing  needs;  or any other cause beyond the
reasonable  control of the party  invoking this Section 10.4 if such party shall
have used its reasonable best efforts to avoid such occurrence, such party shall
give notice to the other party in writing  promptly,  and thereupon the affected
party's  performance  shall be  excused  and the time for  performance  shall be
extended for the period of delay or inability to perform due to such  occurrence
not to exceed a period of sixty (60) days.

     10.5  Waiver.  The  waiver by either  party of a breach or a default of any
provision  of this  Agreement  by the other  party shall not be  construed  as a
waiver of any succeeding  breach of the same or any other  provision,  nor shall
any delay or omission on the part of either party to exercise or avail itself of
any right,  power or privilege  that it has or may have  hereunder  operate as a
waiver of any right, power or privilege by such party.

     10.6 Notices.  Any notice or other  communication  in connection  with this
Agreement must be in writing by mail,  certified,  return receipt requested,  by
electronic  facsimile  transmission or by courier service and shall be effective
when  delivered  to the  addressee  at the  address  listed  below or such other
address as the addressee shall have specified in a notice  actually  received by
the addressor.

              If to MATRITECH:
                       330 Nevada Street
                       Newton,  MA 02460
                       Attention: David L. Corbet, President & COO
<PAGE>
                                      -20-

              If to CYTOGEN:
                       650 College Road East
                       Princeton, New Jersey 08540
                       Attention:  H. Joseph Reiser, CEO


                       With a copy to:

                       Hale and Dorr, LLP
                       650 College Road, East
                       Princeton, New Jersey 08540

                       Attention:  David J. Sorin, Esq.

     10.7  Independent  Contractors.  The  relationship of MATRITECH and CYTOGEN
established by this Agreement is that of  independent  contractors,  and nothing
contained  in this  Agreement  shall be  construed  to (a) give either party the
power to  direct  and  control  the  day-to-day  activities  of the  other,  (b)
constitute the parties as partners,  joint venturers,  co-owners or otherwise as
participants  in a joint or common  undertaking,  or (c) allow  the  parties  to
create or assume any  obligation  on behalf of the other  party for any  purpose
whatsoever.  All financial  obligations  associated with either party's business
are  the  sole  responsibility  of  that  party.  Each  party  shall  be  solely
responsible  for, and shall indemnify and hold the other party free and harmless
from,  any and all claims,  damages or  lawsuits  (including  the other  party's
reasonable  attorneys' fees) arising out of the first party's negligent acts and
the negligent acts of its employees or agents.

     10.8 Entire Agreement.  This Agreement  contains the full  understanding of
the parties with respect to the subject  matter hereof and  supersedes all prior
understandings and writings relating thereto. In the event of a conflict between
the terms of this  Agreement  and any  attachment,  the terms of this  Agreement
shall govern.  No waiver,  alteration or  modification  of any of the provisions
hereof  shall be binding  unless  made in writing  and signed by the  parties by
their respective officers thereunto duly authorized. The terms and conditions on
any CYTOGEN purchase orders shall not apply. Any restrictive  endorsement on any
check or any  instrument  of payment to MATRITECH  which  purports to alter this
<PAGE>
                                      -21-

Agreement or any of the parties' rights shall be of no force and effect, and the
payee party shall be free to  negotiate  such checks  notwithstanding  such void
endorsement.

     10.9 Headings. The headings contained in this Agreement are for convenience
of reference only and shall not be considered in construing this Agreement.

     10.10  Severability.  In the event that any provision of this  Agreement is
held by a court of  competent  jurisdiction  to be  unenforceable  because it is
invalid or in conflict with any law of any relevant  jurisdiction,  the validity
of the remaining  provisions shall not be affected.  MATRITECH and CYTOGEN agree
to replace any  invalid  provision  with a valid  provision  which most  closely
approximates the intent and economic effect of the invalid provision.

     10.11  Successors  and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the parties  hereto and their  successors  and permitted
assigns.

     10.12  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

     10.13 Recalls.  MATRITECH will be party to effect a recall if ordered to by
the government.


     IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Distribution
Agreement to be executed as a sealed instrument in their names by their properly
and duly  authorized  officers  or  representatives  as of the date first  above
written.

                                 MATRITECH, INC.


                                 By: /s/ David L. Corbet
                                     -------------------

                                 Title: President
                                        ----------------



                                 CYTOGEN CORPORATION


                                 By: H. Joseph Reiser
                                     -------------------

                                 Title: President and Chief Executive Officer
                                        -------------------------------------

<PAGE>
                                      -22-


                                  ATTACHMENT A
                                 MARKETING PLAN

         CYTOGEN & MATRITECH RESPONSIBILITIES
         ------------------------------------

Responsibilities of CYTOGEN:
- All marketing, promotion and distribution of Products within the Territory
- Sampling
- Maintaining adequate Products inventories
- Customer and technical service

Responsibilities of MATRITECH:
- Assure  Products  comply  with all  claims in its  labeling
- Assistance  in technical  service,  clinical  marketing  and  registration
- Securing  both a monitoring and diagnoses regulatory  approval in the
  United States
- Assistance with securing  necessary  reimbursement for the Products
- [**]
- Assist in the performance of an outcome study for the Products.