CYTOGEN CORPORATION

                            SHARE PURCHASE AGREEMENT







     This SHARE PURCHASE AGREEMENT (this "Agreement"),  is made and entered into

as of January 18, 2002, by and among CYTOGEN CORPORATION, a Delaware corporation

(the "Company"), and the State of Wisconsin Investment Board (the "Purchaser").



1.   AUTHORIZATION OF SALE OF THE SHARES

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



     Subject to the terms and  conditions  of this  Agreement,  the  Company has

authorized  the sale of up to 2,970,665  shares (the  "Shares") of common stock,

par value $.01 per share (the "Common Stock"), of the Company.



2.   AGREEMENT TO SELL AND PURCHASE THE SHARES

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



     2.1  PURCHASE AND SALE

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



     Subject to the terms and conditions of this Agreement, the Purchaser agrees

to purchase, and the Company agrees to sell to the Purchaser, at the Closing (as

defined below) 2,970,665 Shares.



     2.2  PURCHASE PRICE

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



     The purchase  price of each Share shall be $2.693 (the "Per Share  Price").

The Company shall not, during the period beginning on the date of this Agreement

and ending ninety (90) days after the Closing Date (as defined  below),  without

adjusting the Per Share Price hereunder  accordingly,  sell (i) shares of Common

Stock  (excluding  any shares of Common  Stock  issued  pursuant to  convertible

securities  or  warrants  outstanding  as of the date of this  Agreement  or any

shares of Common Stock issued in connection  with the Company's  Employee  Stock

Purchase Plan (the "Employee Stock Purchase  Plan"),  the Company's stock option

plans,   the  Company's  401(k)  plan  (the  "401(k)  Plan")  or  the  Company's

Performance Bonus Plan with Stock Payment Program,  effective June 19, 2001 (the

"Performance Bonus Plan") (collectively,  the "Excluded Securities")) at a price

per share of less than the Per Share  Price,  or (ii)  options,  warrants or any

other securities  (excluding the Excluded Securities),  provided,  however, that

the exercise price of the Excluded  Securities is not lower than the fair market

value of the  underlying  Common  Stock on the date of the  issuance or grant of

such Excluded  Securities)  that can be converted  into, or otherwise  exchanged

for,  shares of Common  Stock at a  conversion,  exchange or exercise  price per

share of less than the Per Share  Price.  In the event the Company  shall (other

than with respect to Excluded  Securities),  during the period  beginning on the

date of this Agreement and ending ninety (90) days after the Closing Date,  sell

any shares of Common Stock at, or any instruments  that can be converted into or

otherwise  exchanged for Common Stock (the "Subsequent  Sale") exercisable at, a

price per share  (the  "Subsequent  Purchase  Price") of less than  $2.693,  the

Company shall,  within ten (10) business days of the Subsequent Sale, pay to the

Purchaser a cash amount equal to the number of Shares purchased by the Purchaser

hereunder  times the  difference  between the Per Share Price and the Subsequent

Purchase Price.



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3.   DELIVERY OF THE SHARES AT THE CLOSING

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



          (a)  The  completion  of the  purchase  and  sale of the  Shares  (the

     "Closing")  shall occur at the offices of Hale and Dorr LLP, counsel to the

     Company, at 650 College Road East, Princeton, New Jersey at 9:00 a.m. local

     time on January 18,  2002,  or such other time and date as may be agreed by

     the parties, (the "Closing Date").



          (b)  At the Closing,  the Company shall  authorize  its transfer agent

     (the  "Transfer  Agent")  to  issue  to the  Purchaser  one or  more  stock

     certificates  registered in the name of such Purchaser,  or in such nominee

     name(s) as designated by such Purchaser in writing, representing the number

     of Shares  set forth in  Section 2 above.  The  Company  will  deliver  one

     certificate  representing 2,376,532 Shares and one certificate representing

     594,133  Shares (the  "Certificates")  against  delivery of payment for the

     Shares by the Purchaser.  Prior to the Purchaser's  delivery of payment for

     the  Shares,  the  Company  will  deliver  via  facsimile  a  copy  of  the

     Certificates  to be delivered  upon Closing to the office of the  Purchaser

     (at the fax number indicated on the signature pages attached hereto).



          (c)  The Company's obligation to complete the purchase and sale of the

     Shares  shall be subject to the  following  conditions,  any one or more of

     which may be waived by the Company:



               (i)   receipt by the Company of same-day funds in the full amount

                     of the purchase price for the Shares being  purchased under

                     this Agreement; and



               (ii)  the   accuracy   in    all   material   respects   of   the

                     representations  and  warranties  made by the Purchaser and

                     the  fulfillment   in  all   material   respects  of  those

                     undertakings  of the  Purchaser to be fulfilled  before the

                     Closing.



          (d)  The Purchaser's  obligations  to accept  delivery  of such  stock

     certificates and to pay for the Shares evidenced by the certificates  shall

     be subject  to the  following  conditions,  any one or more of which may be

     waived by the Purchaser with respect to the Purchaser's obligation:



               (i)   the representations  and warranties  made by the Company in

                     this  Agreement  shall be accurate in all material respects

                     and   the   undertakings   of   the   Company   shall  have

                     been fulfilled  in all  material  respects on or before the

                     Closing;



               (ii)  the Company  shall  have   delivered  to  the  Purchaser  a

                     certificate  executed  by  the  chairman  of  the  board or

                     president and the chief  financial or accounting officer of

                     the Company, dated the Closing  Date, in form and substance

                     reasonably  satisfactory  to  the  Purchaser, to the effect

                     that the representations  and warranties of the Company set

                     forth in  Section 4 hereof  are  true  and  correct  in all

                     material  respects  as of the date of this Agreement and as

                     of the Closing Date,





                                       2

{PAGE}



                     and that the Company has complied  with all the  agreements

                     and  satisfied all the conditions in this  Agreement on its

                     part to be  performed or satisfied on or before the Closing

                     Date;



               (iii) the Company  shall  have  delivered  to  Purchaser  a legal

                     opinion  in  substantially  the  form  attached  hereto  as

                     Exhibit A; and



               (iv)  the Company shall have obtained  gross proceeds of at least

                     $8.0 million from the sale of the Shares at the Closing.

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