EXHIBIT 10.15

                               CYTOGEN CORPORATION
                              AMENDED AND RESTATED
                          EMPLOYEE STOCK PURCHASE PLAN

                       (last amended as of February, 2002)

         The CYTOGEN  Corporation  Employee  Stock Purchase Plan (the "Plan") is
intended  to  provide  the  eligible  employees  of  CYTOGEN   Corporation  (the
"Company")  and its  qualifying  corporate  subsidiaries  a convenient  means of
purchasing  shares of the Company's common stock, par value $ .01 per share (the
"Stock").  The Plan is intended to qualify as an "employee  stock purchase plan"
under section 423 of the Internal Revenue Code of 1986, as amended (the "Code"),
and shall be administered, interpreted and construed in a manner consistent with
the requirements of that section of the Code.

                                   ARTICLE I
                                  DEFINITIONS

     1.1 "Account" means the bookkeeping  account  established on behalf of each
Participant by the Administrator to record payroll deduction  contributions made
by such Participant and shares of Stock purchased on his behalf.

     1.2 "Administrator" means the individual or committee appointed pursuant to
Article VIII to administer the Plan.

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

     1.4  "Business  Day" means each day on which the  Exchange  (as  defined in
Section 4.3) is open for business.

     1.5  "Compensation"  means  all  regular  salary,  wages  or  earnings  but
excluding overtime, commissions,  bonuses, amounts realized from the exercise of
a qualified or non-qualified  stock option and other special incentive payments,
fees or allowances.

     1.6  "Employee"  means any person who is employed by the Company  except an
employee whose customary employment is:

          1.6.1 20 hours or less per week; or

          1.6.2 5 months or less per year.

For the  purpose  of  determining  whether an  individual  is an  Employee,  the
definition of Company shall also include the Company's subsidiaries,  if any, as
defined under Code section 424(f).

     1.7  "Effective  Date"  means July 1, 1997,  subject to the  provisions  of
Section 9.8 of the Plan.

     1.8 "Entry  Date"  means  January 1, April 1, July 1 and  October 1 of each
Plan Year.
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     1.9  "Offering  Commencement  Date"  means the first  Business  Day of each
Offering Period.

     1.10 "Offering Period" means each three month period beginning on the first
day of each of January, April, July and October.

     1.11  "Offering  Termination  Date"  means  the last  Business  Day of each
Offering Period.

     1.12   "Participant"   means  an  Employee  who  has  met  the  eligibility
requirements  of Article II and who has  elected to  participate  pursuant to an
election under Section 3.1.

     1.13 "Plan Year" means the 12-month period ending December 31.

     1.14  "Shares"  means  shares  of  Stock  that  have  been  allocated  to a
Participant's Account.

     1.15 "Term of Service"  means a consecutive  6-month period during which an
individual was an Employee.

                                   ARTICLE II
                                   ELIGIBILITY

     2.1  Eligibility.  Except as provided in Section  3.6, an Employee  who has
completed a Term of Service prior to the Effective  Date and who continues to be
employed by the Company shall be eligible to  participate  in the Plan as of the
Effective Date. All other Employees, except as provided in Section 3.6, shall be
eligible to participate in the Plan as of the Entry Date coinciding with or next
following the completion of a Term of Service.

     2.2  Eligibility  Restrictions.  A  Participant  who  elects  to  terminate
participation  in the Plan in  accordance  with Section 3.5 shall be  prohibited
from  participating  in the Plan until the Entry Date next following the date of
such termination.

                                   ARTICLE III
                                  PARTICIPATION

     3.1  Commencement  of  Participation.  An  eligible  Employee  may become a
Participant  in the Plan on any  Entry  Date by  completing  an  enrollment  and
payroll  deduction  form and  delivering  it to the Company in  accordance  with
procedures established by the Administrator.

     3.2 Payroll  Deduction.  At the time a Participant files his enrollment and
payroll  deduction  form, he shall elect to have after-tax  deductions made from
his  Compensation  by a whole  percentage that is not less than 1% nor more than
10% of his Compensation.

     3.3   Participants'   Accounts.   All  payroll   deductions   made  from  a
Participant's Compensation shall be credited to his Account and used to purchase
shares of Stock in  accordance  with  Article  V.  Contributions  credited  to a
Participant's  Account shall not accrue  interest or earnings  during the period
prior to being used to purchase shares of Stock in accordance with Article V.

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     3.4  Changes  in  Payroll  Deductions.   The  percentage  designated  by  a
Participant as his rate of  contribution  under Section 3.2 shall  automatically
apply to  increases  and  decreases in his  Compensation.  Except as provided in
Section 3.5, a Participant may elect to change the rate of his  contributions to
any other  permissible  rate  effective as of the first day of the first payroll
period of any Offering Period provided the Participant files written notice with
the  Administrator of an election to change his  contribution  rate at least ten
(10) Business Days before the effective date of the election.

     3.5  Suspension  and Resumption of Payroll  Deductions.  A Participant  may
terminate contributions under the Plan as of the first day of any payroll period
by  filing  written  notice  thereof  with the  Administrator  at least ten (10)
Business Days before the effective date of the  termination.  A Participant  who
has terminated his  participation  in the Plan in accordance  with the preceding
provisions:  (i) may, upon written notice to the Company,  elect to receive,  in
cash,  such  amount  that has  accrued  in the  Participant's  Account as of the
effective date of the termination;  and (ii) may not resume making contributions
under the Plan until the Entry Date next following the date of the Participant's
election to resume  participation in the Plan. A Participant whose contributions
have been  terminated in accordance  with the preceding  provisions,  may resume
contributions under the Plan in accordance with Section 2.2.

     3.6 Restrictions on  Participation.  Notwithstanding  any provisions of the
Plan to the contrary,  no Employee  shall be granted an option to participate in
the Plan under the following conditions:

    3.6.1 No  Employee  shall be  granted an option  if,  immediately  after the
          grant, such Employee would own stock,  and/or hold outstanding options
          to purchase stock,  possessing 5% or more of the total combined voting
          power or value of all  classes  of stock of the  Company or any of the
          Company's  subsidiaries (for purposes of this paragraph,  the rules of
          ss.424(d) of the Code shall apply in  determining  stock  ownership of
          any Employee); or

    3.6.2 No  Employee  shall be granted an option  which  permits his rights to
          purchase  Stock under the Plan and all other  employee  stock purchase
          plans (as  described  in  section  423 of the Code) of the  Company to
          accrue at a rate which  exceeds  $25,000 of fair market  value of such
          Stock  (determined  at the  time  such  option  is  granted)  for each
          calendar  year in which such option is  outstanding  at any time.  For
          purposes of this Section 3.6.2:

           3.6.2.1  the right to purchase  stock under an option accrues when
                    the  option  (or  any   portion   thereof)   first   becomes
                    exercisable during the calendar year;

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           3.6.2.2  the right to purchase  stock  under an option  accrues at
                    the rate  provided  in the  option,  but in no case may such
                    rate  exceed  $25,000  of fair  market  value of such  stock
                    (determined  at the time such option is granted) for any one
                    calendar year; and

           3.6.2.3  a right to purchase  stock  which has  accrued  under one
                    option  granted  pursuant a plan may not be carried  over to
                    any other option.

                                   ARTICLE IV
                                    OFFERINGS

     4.1 Quarterly  Offerings.  The Plan shall be implemented  through quarterly
offerings  of the  Company's  Stock.  Each  Offering  Period  shall begin on the
Offering Commencement Date and shall end on the Offering Termination Date.

     4.2 Purchase Price. The "Purchase Price" per share of Stock with respect to
each Offering Period shall be the lesser of:

           4.2.1    Eighty-five  (85) percent of the official  closing  price of
                    the Stock on the Offering  Termination  Date on the National
                    Association of Securities  Dealers Automated  Quotations (or
                    on such other  national  securities  exchange upon which the
                    Stock may then be  listed,  hereinafter  referred  to as the
                    "Exchange")  or if no sale of Stock  occurred  on such date,
                    the official closing price on the preceding Business Day; or

           4.2.2    Eighty-five  (85) percent of the official  closing  price of
                    the Stock on the Offering  Commencement Date on the Exchange
                    (or if no sale of Stock  occurred on such date,  the closing
                    price on the preceding business day).

     4.3 Maximum Offering.  The maximum number of shares of Stock which shall be
issued under the Plan,  subject to adjustment upon changes in  capitalization of
the Company as provided in Section 9.3,  shall be 500,000  shares.  If the total
number of shares which would be purchased during any Offering Period exceeds the
maximum  number of available  shares,  the  Administrator  shall make a pro rata
allocation  of the  available  shares  in a  manner  that  it  determines  to be
equitable  and the balance of payroll  deductions  credited  to the  Accounts of
Participants shall be returned to such Participants as soon as  administratively
practicable.

                                   ARTICLE V
                                PURCHASE OF STOCK

     5.1   Purchase  of  Shares.   Subject  to  Section  3.6,  on  the  Offering
Commencement  Date of each  Offering  Period,  the  Company  will  grant to each
eligible employee who is then a Participant in the Plan an option to purchase on
the  Offering  Termination  Date of such  Offering  Period,  at the option price
hereinafter  provided  for,  the largest  number of whole shares of Stock of the
Company as does not exceed the number of shares determined by dividing $6,250 by
the Purchase Price (as defined in Section 4.2) on the Offering Commencement Date
of such Offering Period.  Each employee who continues to be a Participant in the
Plan on the  Offering  Termination  Date shall be deemed to have  exercised  his
option at the  option  price on such date and shall be deemed to have  purchased

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from the Company the number of full shares of Stock  reserved for the purpose of
the Plan that his or her  accumulated  payroll  deductions on such date will pay
for, but not in excess of the maximum number  determined in the manner set forth
above. Any balance  remaining in an employee's  Account at the end of a Offering
Period will be automatically refunded to the employee.

                                   ARTICLE VI
                                   ACCOUNTING

     6.1 General.  The Administrator  shall establish  procedures to account for
payroll  deductions  made by a  Participant,  the  number  of  Shares  of  Stock
purchased  on a  Participant's  behalf and the number of Shares  allocated  to a
Participant's Account.

     6.2  Registration  of Stock.  Shares of Stock  allocated to a Participant's
Account  shall be  registered  in the name of the Company or its nominee for the
benefit of the Participant on whose behalf such shares were purchased.

     6.3 Accounting for Distributions.  Shares of Stock distributed or sold from
a  Participant's  Account  shall be  debited  from  his  Account  on a  first-in
first-out basis.

     6.4 Account Statements. Each Participant shall receive at least semi-annual
statements  of all  payroll  deductions  and  shares of Stock  allocated  to his
Account together with all other transactions affecting his Account.

                                  ARTICLE VII
                          WITHDRAWALS AND DISTRIBUTIONS

     7.1 Withdrawal of Shares. A Participant may elect to withdraw any number of
Shares  allocated  to his Account by  providing  notification  to the Company in
accordance  with  procedures  established  by  the  Administrator.  As  soon  as
administratively  practicable following notification of a Participant's election
to withdraw Shares, the Administrator shall cause a certificate representing the
number of Shares to be withdrawn to be delivered to the Participant.

     7.2 Distribution Upon Termination. As soon as administratively  practicable
after  a  Participant's   termination  of  employment  with  the  Company  or  a
participating  subsidiary for any reason, a certificate representing all of such
Participant's Shares shall be distributed to him (or his executor,  in the event
of his death).

     7.3  Distribution  of  Payroll  Deductions.  In  the  event  a  Participant
terminates his employment with the Company or a participating  subsidiary or his
participation  in the Plan is  terminated  pursuant to Section  3.5, any payroll
deductions  allocated  to his Account  and not yet applied to purchase  Stock in
accordance  with Section 5.1 shall be  distributed  to him in a cash lump sum as
soon as administratively practicable thereafter.

                                  ARTICLE VIII
                                 ADMINISTRATION

     8.1 Appointment of Administrator.  The Board shall appoint an individual or
committee  comprised  of so  many  members  as  the  Board  shall  determine  to
administer  the  Plan.  The  Board  may  from  time  to  time,  if the  plan  is


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administered  by a committee,  appoint  members to the committee in substitution
for or in  addition  to members  previously  appointed  and may fill  vacancies,
however caused, in the committee.

     8.2 Authority of Administrator.  The Administrator shall have the exclusive
power and authority to administer  the Plan,  including  without  limitation the
right  and  power  to  interpret  the  provisions  of  the  Plan  and  make  all
determinations deemed necessary or advisable for the administration of the Plan.
All such actions,  interpretations and determinations  which are done or made by
the  Administrator  in good faith shall be final,  conclusive and binding on the
Company,  the  Participants  and all other  parties  and shall not  subject  the
Administrator to any liability.

     8.3 Administrator Procedures.  The Administrator shall hold its meetings at
such  times  and  places  as it shall  deem  advisable  and may  hold  telephone
meetings. In the event that the Administrator is a committee,  a majority of its
members  shall  constitute  a quorum and all  determinations  shall be made by a
majority of its members.  Any decision or  determination  reduced to writing and
signed by the  Administrator  shall be as fully effective as if it had been made
by a majority  vote at a meeting  duly called and held.  The  Administrator  may
appoint a secretary and shall make such rules and regulations for the conduct of
its business as it shall deem advisable.

     8.4 Expenses.  The Company will pay all expenses  incident to the operation
of the Plan,  including the costs of recordkeeping,  accounting fees, legal fees
and the costs of delivery of stock certificates to Participants.

                                   ARTICLE IX
                                  MISCELLANEOUS

     9.1  Transferability.  Except as provided  in Section  3.5 hereof,  neither
payroll  deductions  credited  to a  Participant's  Account  nor any rights with
regard to the  purchase  of Stock under the Plan may be  assigned,  transferred,
pledged or  otherwise  disposed of in any way by the  Participant  other than by
will or the laws of descent and distribution.

     9.2 Status as Owner.  Each  Participant  shall be deemed to legally own all
shares of Stock  allocated  to his Account and shall be entitled to exercise all
rights associated with ownership of the shares,  including,  without limitation,
the right to vote such  shares in all  matters  for which  Stock is  entitled to
vote, receive dividends,  if any, and tender such shares in response to a tender
offer.

     9.3  Adjustment  Upon  Changes  in  Capitalization.   In  the  event  of  a
reorganization,  recapitalization,  stock split, spin-off, split-off,  split-up,
stock dividend, combination of shares, merger, consolidation or any other change
in the  corporate  structure of the Company,  or a sale by the Company of all or
part of its assets, the Board may make appropriate adjustments in the number and
kind of shares which are subject to purchase  under the Plan and in the exercise
price applicable to outstanding options.

     9.4 Amendment  and  Termination.  The Board shall have  complete  power and
authority to terminate or amend the Plan (including without limitation the power
and authority to make any  amendment  that may be deemed to affect the interests
of any  Participant  adversely);  provided,  however,  that the Board shall not,

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without the approval of the shareholders of the Company (i) increase the maximum
number of shares which may be offered under the Plan (except pursuant to Section
9.3);  or (ii) in any  other  way  cause  the Plan to fail the  requirements  of
section 423 of the Code.

     The Plan and all rights of Employees hereunder shall terminate:  (i) at any
time,  at the  discretion  of the  Board,  in which  case any  cash  balance  in
Participants'  Accounts  shall  be  refunded  to  such  Participants  as soon as
administratively  possible;  or (ii) on the Offering  Termination  Date on which
Participants  become  entitled  to  purchase  a number of  shares of Stock  that
exceeds the maximum number of shares available under the Plan.

     9.5 No Employment Rights. The Plan does not, directly or indirectly, create
in any Employee  any right with respect to  continuation  of  employment  by the
Company and it shall not be deemed to  interfere  in any way with the  Company's
right to terminate,  or otherwise  modify,  an Employee's terms of employment at
any time.

     9.6  Withholding.  To the extent any payments or  distributions  under this
Plan are subject to Federal,  state or local taxes, the Company is authorized to
withhold  all  applicable   taxes.  The  Company  may  satisfy  its  withholding
obligation  by (i)  withholding  shares of Stock  allocated  to a  Participant's
Account,  (ii) deducting cash from a Participant's  Account,  or (iii) deducting
cash from a  Participant's  other  compensation.  A  Participant's  election  to
participate  in the Plan  authorizes  the  Company  to take  any of the  actions
described in the preceding sentence.

     9.7 Use of Funds.  All payroll  deductions  held by the Company  under this
Plan may be used by the Company for any corporate  purpose and the Company shall
not be obligated to hold such payroll deductions in trust or otherwise segregate
such amounts.

     9.8 Shareholder  Approval.  Notwithstanding the provision of Section 1.7 of
the Plan, the Plan shall not take effect until approved by the  shareholders  of
the Company.

     9.9 Choice of Law. Except to the extent superseded by Federal law, the laws
of the State of New Jersey will govern all matters relating to the Plan.

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         To record the adoption of the Plan, CYTOGEN  Corporation has caused its
authorized  officers  to affix  its  Corporate  name and seal  this  ____ day of
February, 2002.

[CORPORATE SEAL]                            CYTOGEN Corporation



Attest:  /s/ Katrina C. Jones               By:  /s/ Catherine M. Verna
         ----------------------                     ----------------------





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