Exhibit 10.2


THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION   REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH
APPLICABLE  STATE  SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY
ACCEPTABLE TO THE COMPANY.

                          COMMON STOCK PURCHASE WARRANT


           To Purchase [insert share amount] Shares of Common Stock of

                               Cytogen Corporation

     THIS COMMON STOCK PURCHASE  WARRANT  CERTIFIES  that,  for value  received,
[insert investor name] (the "Holder"),  is entitled,  upon the terms and subject
to the limitations on exercise and the conditions  hereinafter set forth, at any
time on or after July 10, 2003 (the "Initial  Exercise Date") and on or prior to
the close of business on the fifth anniversary of the Initial Exercise Date (the
"Termination  Date") but not  thereafter,  to subscribe  for and  purchase  from
Cytogen  Corporation,  a corporation  incorporated in the State of Delaware (the
"Company"),  up to [insert share amount] shares (the "Warrant Shares") of Common
Stock,  par value $0.01 per share,  of the Company  (the  "Common  Stock").  The
purchase  price of one share of Common Stock (the  "Exercise  Price") under this
Warrant shall be $12.80 subject to adjustment hereunder.  The Exercise Price and
the number of  Warrant  Shares for which the  Warrant  is  exercisable  shall be
subject  to  adjustment  as  provided  herein.  CAPITALIZED  TERMS  USED AND NOT
OTHERWISE  DEFINED  HEREIN  SHALL HAVE THE  MEANINGS  SET FORTH IN THAT  CERTAIN
SECURITIES PURCHASE AGREEMENT (THE "PURCHASE  AGREEMENT"),  DATED JULY 10, 2003,
BETWEEN THE COMPANY AND THE PURCHASERS SIGNATORY THERETO.

     1.  Title  to  Warrant.  Prior  to the  Termination  Date  and  subject  to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights hereunder are  transferable,  in whole but not in part, at the office
or agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

     2.  Authorization of Shares.  The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights  represented by this Warrant,
be duly authorized, validly

<PAGE>


issued,  fully paid and nonassessable and free from all taxes, liens and charges
in respect of the issue  thereof  (other  than taxes in respect of any  transfer
occurring contemporaneously with such issue).

     3. Exercise of Warrant.

          (a) Except as provided in Section 4 herein,  exercise of the  purchase
     rights  represented by this Warrant may be made at any time on or after the
     Initial  Exercise Date and on or before the Termination Date for all of the
     Warrant Shares  purchasable  hereunder by the surrender of this Warrant and
     the Notice of Exercise Form annexed hereto duly executed,  at the office of
     the  Company  (or such  other  office or agency  of the  Company  as it may
     designate by notice in writing to the  registered  Holder at the address of
     such Holder  appearing on the books of the Company) and upon payment of the
     Exercise Price of all of the shares  thereby  purchased by wire transfer or
     cashier's check drawn on a United States bank, the Holder shall be entitled
     to receive a  certificate  for the number of Warrant  Shares so  purchased.
     Certificates  for shares  purchased  hereunder  shall be  delivered  to the
     Holder  within  seven (7) Trading Days after the date on which this Warrant
     shall have been  exercised as  aforesaid.  This Warrant  shall be deemed to
     have been exercised and such certificate or certificates shall be deemed to
     have been issued,  and Holder or any other person so designated to be named
     therein  shall be deemed to have  become a holder of record of such  shares
     for all purposes,  as of the date the Warrant has been exercised by payment
     to the Company of the Exercise  Price and all taxes  required to be paid by
     the Holder,  if any,  pursuant  to Section 5 prior to the  issuance of such
     shares,  have been paid.  Nothing  herein  shall limit a Holder's  right to
     pursue any other  remedies  available to it hereunder,  at law or in equity
     including,  without  limitation,  a decree of specific  performance  and/or
     injunctive  relief with respect to the Company's  failure to timely deliver
     certificates  representing  shares of Common  Stock  upon  exercise  of the
     Warrant as required pursuant to the terms hereof.

          (b) In the event that (i) the closing  price of the  Company's  Common
     Stock  (or in case no sales are  reported  on any given  Trading  Day,  the
     average of the closing bid and asked prices of the  Company's  Common Stock
     on the  Trading  Market  for  such  Trading  Day) is at  least  130% of the
     Exercise Price then in effect for 30 consecutive Trading Days, and (ii) the
     Registration Statement has been declared effective by the Commission,  this
     Warrant  shall be  automatically  exercised  in full.  In such  case,  upon
     receipt of written notice form the Company of such automatic exercise,  the
     Holder  shall  deliver to the Company the Notice of Exercise  Form  annexed
     hereto and shall pay to the Company an amount equal to the  Exercise  Price
     times all Warrant Shares  purchasable  hereunder (the  "Aggregate  Exercise
     Price")  within 10 Trading  Days of receipt of such  notice to effect  such
     automatic  exercise.  As  promptly  as  practicable  after  receipt  of the
     Aggregate  Exercise Price,  the Company shall deliver to the Holder a stock
     certificate or certificates representing such Warrant Shares.

          (c) This  Warrant  shall  only be  exercised  for the full  amount  of
     Warrant  Shares that are  issuable  hereunder.  The Holder may not effect a
     partial exercise of this Warrant.


     4.  No  Fractional   Shares  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

                                       2
<PAGE>


     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made  without  charge to the  Holder for any issue or  transfer  tax or
other incidental expense in respect of the issuance of such certificate,  all of
which taxes and  expenses  shall be paid by the Company,  and such  certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

     6. Closing of Books.  The Company will not close its  stockholder  books or
records in any  manner  which  prevents  the timely  exercise  of this  Warrant,
pursuant to the terms hereof.

     7. Transfer, Division and Combination.

          (a) Subject to compliance with any applicable  securities laws and the
     conditions set forth in Sections 1 and 7(d) hereof and to the provisions of
     Section  4.1 of  the  Purchase  Agreement,  this  Warrant  and  all  rights
     hereunder are  transferable,  in whole but not in part,  upon  surrender of
     this  Warrant  at the  principal  office of the  Company,  together  with a
     written  assignment  of this  Warrant  substantially  in the form  attached
     hereto  duly  executed  by the  Holder or its agent or  attorney  and funds
     sufficient  to pay any  transfer  taxes  payable  upon the  making  of such
     transfer.  Upon such surrender and, if required,  such payment, the Company
     shall  execute and deliver a new Warrant in the name of the assignee and in
     the  denomination  specified in such  instrument of  assignment,  and shall
     issue to the  assignor a new Warrant  and this  Warrant  shall  promptly be
     cancelled.  A Warrant,  if properly  assigned,  may be  exercised  by a new
     holder for the  purchase  of Warrant  Shares  without  having a new Warrant
     issued.

          (b) The Company  shall  prepare,  issue and deliver at its own expense
     (other than transfer  taxes) the new Warrant or Warrants under this Section
     7.

          (c) The Company agrees to maintain, at its aforesaid office, books for
     the registration and the registration of transfer of the Warrants.

          (d) If, at the time of the  surrender  of this  Warrant in  connection
     with any transfer of this  Warrant,  the transfer of this Warrant shall not
     be registered  pursuant to an effective  registration  statement  under the
     Securities Act and under  applicable state securities or blue sky laws, the
     Company may require,  as a condition of allowing such transfer (i) that the
     Holder or transferee of this  Warrant,  as the case may be,  furnish to the
     Company a written  opinion  of  counsel  (which  opinion  shall be in form,
     substance  and scope  customary  for  opinions  of  counsel  in  comparable
     transactions)  to  the  effect  that  such  transfer  may be  made  without
     registration under the Securities Act and under applicable state securities
     or blue sky laws, (ii) that the holder or transferee execute and deliver to
     the Company an investment  letter in form and  substance  acceptable to the
     Company  and (iii)  that the  transferee  be an  "accredited  investor"  as
     defined in Rule 501(a) promulgated under the Securities Act.

     8. No Rights as Stockholder  until Exercise.  This Warrant does not entitle
the Holder to any voting rights or other rights as a stockholder  of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the aggregate Exercise Price, the

                                       3
<PAGE>

Warrant  Shares so purchased  shall be and be deemed to be issued to such Holder
as the record  owner of such  shares as of the close of business on the later of
the date of such surrender or payment.

     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the  loss,  theft,  destruction  or  mutilation  of this  Warrant  or any  stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     11.  Adjustments  of  Exercise  Price and Number of Warrant  Shares;  Stock
Splits, etc. The number and kind of securities  purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment  from time to
time upon the happening of any of the  following.  In case the Company shall (i)
pay a dividend  in shares of Common  Stock or make a  distribution  in shares of
Common Stock to holders of its  outstanding  Common  Stock,  (ii)  subdivide its
outstanding  shares  of Common  Stock  into a greater  number of  shares,  (iii)
combine its  outstanding  shares of Common Stock into a smaller number of shares
of  Common  Stock,  or  (iv)  issue  any  shares  of  its  capital  stock  in  a
reclassification  of the  Common  Stock,  then  the  number  of  Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted so that the Holder  shall be entitled to receive the kind and number of
Warrant  Shares or other  securities of the Company which it would have owned or
have been  entitled  to  receive  had such  Warrant  been  exercised  in advance
thereof.  Upon each such  adjustment of the kind and number of Warrant Shares or
other  securities of the Company  which are  purchasable  hereunder,  the Holder
shall  thereafter be entitled to purchase the number of Warrant  Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or  other  security  obtained  by  multiplying  the  Exercise  Price  in  effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto  immediately prior to such adjustment and dividing by the number
of  Warrant  Shares  or other  securities  of the  Company  resulting  from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately  after the effective  date of such event  retroactive  to the record
date, if any, for such event.

     12. Reorganization,  Reclassification, Merger, Consolidation or Disposition
of Assets.  In case the Company shall  reorganize  its capital,  reclassify  its
capital stock,  consolidate or merge with or into another corporation (where the
Company  is not the  surviving  corporation  or where  there  is a change  in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or  otherwise  dispose  of all or  substantially  all its  property,  assets  or
business   to  another   corporation   and,   pursuant  to  the  terms  of  such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of common

                                       4
<PAGE>


stock of the successor or acquiring  corporation ("Other  Property"),  are to be
received by or distributed  to the holders of Common Stock of the Company,  then
the Holder  shall have the right  thereafter  to  receive,  at the option of the
Holder,  upon exercise of this Warrant,  the number of shares of Common Stock of
the successor or acquiring corporation or of the Company, if it is the surviving
corporation,  and  Other  Property  receivable  upon  or  as a  result  of  such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common  Stock for which  this  Warrant is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for  adjustments of Warrant Shares
for which this Warrant is  exercisable  which shall be as nearly  equivalent  as
practicable to the adjustments  provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring  corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  12  shall   similarly   apply  to   successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

     13. Voluntary Adjustment by the Company. The Company, subject to compliance
with its Bylaws, may at any time during the term of this Warrant reduce the then
current  Exercise  Price  to any  amount  and for  any  period  of  time  deemed
appropriate by the Board of Directors of the Company.

     14. Notice of  Adjustment.  Whenever the number of Warrant Shares or number
or kind of securities or other  property  purchasable  upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give  notice  thereof to the  Holder,  which  notice  shall  state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

     15. Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
     for  the  purpose  of  entitling  them  to  receive  a  dividend  or  other
     distribution,  or any right to subscribe  for or purchase any  evidences of
     its indebtedness,  any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there  shall be any capital  reorganization  of the  Company,  any
     reclassification or recapitalization of the capital stock of the Company or
     any  consolidation or merger of the Company with, or any sale,  transfer or
     other  disposition  of all or  substantially  all the  property,  assets or
     business of the Company to, another corporation, or

                                       5
<PAGE>


          (c) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 20 days prior  written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days  prior  written  notice of the date when the same shall  take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property
deliverable upon such disposition,  dissolution, liquidation or winding up. Each
such written  notice shall be  sufficiently  given if addressed to Holder at the
last address of Holder  appearing  on the books of the Company and  delivered in
accordance with Section 17(d).

     16.  Authorized  Shares.  The Company  covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the Trading Market upon
which the Common Stock may be listed.

          Except and to the extent as waived or consented to by the Holder,  the
     Company shall not by any action,  including,  without limitation,  amending
     its certificate of incorporation or through any reorganization, transfer of
     assets, consolidation,  merger, dissolution, issue or sale of securities or
     any  other  voluntary  action,  avoid or seek to avoid  the  observance  or
     performance  of any of the terms of this Warrant,  but will at all times in
     good faith  assist in the  carrying out of all such terms and in the taking
     of all such  actions as may be  necessary  or  appropriate  to protect  the
     rights of Holder as set forth in this Warrant against  impairment.  Without
     limiting the generality of the foregoing, the Company will (a) not increase
     the par value of any Warrant Shares above the amount payable  therefor upon
     such exercise immediately prior to such increase in par value, (b) take all
     such action as may be  necessary or  appropriate  in order that the Company
     may validly and legally issue fully paid and  nonassessable  Warrant Shares
     upon the  exercise of this  Warrant,  and (c) use  commercially  reasonable
     efforts to obtain all such authorizations,  exemptions or consents from any
     public regulatory body having  jurisdiction  thereof as may be necessary to
     enable the Company to perform its obligations under this Warrant.

                                       6
<PAGE>

          Before  taking any action which would result in an  adjustment  in the
     number of Warrant  Shares for which this Warrant is  exercisable  or in the
     Exercise  Price,  the  Company  shall  obtain  all such  authorizations  or
     exemptions  thereof,  or consents  thereto,  as may be  necessary  from any
     public regulatory body or bodies having jurisdiction thereof.

          17. Miscellaneous.

               (a) Jurisdiction.  This Warrant shall constitute a contract under
          the  laws  of  Delaware,  without  regard  to  its  conflict  of  law,
          principles or rules.

               (b) Restrictions. The Holder acknowledges that the Warrant Shares
          acquired upon the exercise of this Warrant,  if not  registered,  will
          have restrictions upon resale imposed by state and federal  securities
          laws.

               (c) Nonwaiver and Expenses.  No course of dealing or any delay or
          failure to exercise  any right  hereunder  on the part of Holder shall
          operate  as a waiver of such  right or  otherwise  prejudice  Holder's
          rights,  powers or  remedies,  notwithstanding  all  rights  hereunder
          terminate  on the  Termination  Date.  If the  Company  willfully  and
          knowingly  fails to comply with any provision of this  Warrant,  which
          results in any material  damages to the Holder,  the Company shall pay
          to Holder such amounts as shall be  sufficient  to cover any costs and
          expenses  including,  but not limited to, reasonable  attorneys' fees,
          including  those of  appellate  proceedings,  incurred  by  Holder  in
          collecting any amounts due pursuant  hereto or in otherwise  enforcing
          any of its rights, powers or remedies hereunder.

               (d) Notices.  Any notice,  request or other document  required or
          permitted to be given or delivered to the Holder by the Company  shall
          be delivered in accordance with the notice  provisions of the Purchase
          Agreement.

               (e) Limitation of Liability.  No provision hereof, in the absence
          of any  affirmative  action by  Holder to  exercise  this  Warrant  or
          purchase  Warrant Shares,  and no enumeration  herein of the rights or
          privileges  of Holder,  shall give rise to any liability of Holder for
          the  purchase  price of any Common  Stock or as a  stockholder  of the
          Company,  whether  such  liability  is  asserted  by the Company or by
          creditors of the Company.

               (f) Remedies.  Holder,  in addition to being entitled to exercise
          all rights  granted by law,  including  recovery of  damages,  will be
          entitled to specific performance of its rights under this Warrant. The
          Company   agrees  that   monetary   damages   would  not  be  adequate
          compensation  for any loss incurred by reason of a breach by it of the
          provisions  of this Warrant and hereby  agrees to waive the defense in
          any  action  for  specific  performance  that a remedy at law would be
          adequate.

               (g)  Successors  and Assigns.  Subject to  applicable  securities
          laws,  this Warrant and the rights and  obligations  evidenced  hereby
          shall inure to the benefit of and be binding  upon the  successors  of
          the Company and the  successors and permitted  assigns of Holder.  The
          provisions  of this  Warrant are intended to be for the benefit of all
          Holders from time to time of this Warrant and shall be  enforceable by
          any such Holder or holder of Warrant Shares.

               (h)  Amendment.  This  Warrant  may be modified or amended or the
          provisions  hereof waived with the written  consent of the Company and
          the Holder.

                                       7
<PAGE>


               (i)  Severability.  Wherever  possible,  each  provision  of this
          Warrant  shall be  interpreted  in such manner as to be effective  and
          valid under applicable law, but if any provision of this Warrant shall
          be prohibited by or invalid under applicable law, such provision shall
          be  ineffective  to the  extent  of such  prohibition  or  invalidity,
          without invalidating the remainder of such provisions or the remaining
          provisions of this Warrant.

               (j)  Headings.  The  headings  used in this  Warrant  are for the
          convenience  of  reference  only and shall not,  for any  purpose,  be
          deemed a part of this Warrant.

                                    * * * * *

                                       8
<PAGE>



     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated:  July 10, 2003
                                             CYTOGEN CORPORATION



                                            By:
                                               --------------------------------
                                               Name:
                                               Title:


                                       9
<PAGE>





                               NOTICE OF EXERCISE

To:      Cytogen Corporation

     (1) The undersigned hereby elects to purchase            Warrant Shares of
                                                   -----------
Cytogen  Corporation  pursuant  to the terms of the  attached  Warrant  (only if
exercised in full),  and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

     (2) Payment shall take the form of (check  applicable  box) in lawful money
of the United States.

     (3) Please issue a certificate or  certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:

                  ----------------------------------------

The Warrant Shares shall be delivered to the following:

                  ----------------------------------------

                  ----------------------------------------

                  ----------------------------------------


     (4) Accredited  Investor.  The  undersigned is an "accredited  investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

                                    [PURCHASER]


                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:

                                    Dated:
                                          ------------------------------




<PAGE>




                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


                                              whose address is
---------------------------------------------


---------------------------------------------------------------.



---------------------------------------------------------------


                                              Dated:
                                                    ------------------,--------


                Holder's Signature:
                                   --------------------------------

                Holder's Address:
                                   --------------------------------

                                   --------------------------------


Signature Guaranteed:
                     -----------------------------------------------

NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.