ADDENDUM NO. 2
                                       TO
                            STOCK EXCHANGE AGREEMENT
                          AMONG CYTOGEN CORPORATION AND
               THE STOCKHOLDERS AND DEBTHOLDERS OF PROSTAGEN, INC.


     This  Addendum No. 2 (this  "Addendum"),  dated as of November 19, 2004, to
the  Stock  Exchange  Agreement  dated  as of June 15,  1999,  as  amended  (the
"Agreement"), among Cytogen Corporation, a Delaware corporation ("Cytogen"), and
the stockholders  and debtholders  (collectively,  the "Prostagen  Partners") of
Prostagen, Inc., a Delaware corporation.

     WHEREAS,  on June 15, 1999, Cytogen and the Prostagen Partners executed the
Agreement; and

     WHEREAS,  on May 14, 2002,  Cytogen and the Prostagen  Partners executed an
Addendum to the Agreement ("Addendum No. 1"); and

     WHEREAS,  on August 8, 2004, Cytogen and the Prostagen Partners executed an
Amendment No. 1 to Addendum No. 1 (the "Amendment"); and

     WHEREAS,  certain  questions have arisen between  Cytogen and the Prostagen
Partners regarding Cytogen's obligations under Paragraph 2 of Addendum No. 1.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained in this Agreement, the parties mutually agree as follows:

1.   All defined terms utilized herein,  unless otherwise defined herein,  shall
     have the meaning ascribed thereto in the Agreement.

2.   Paragraph 2 of Addendum No.1 is hereby amended and restated in its entirety
     to read as follows:

     "In satisfaction of its obligations to Prostagen  Partners under Paragraphs
     1.6(b) and (d) of the Stock  Exchange  Agreement,  Cytogen shall deliver to
     Representative:  (i) a number of Purchaser Shares equal to $500,000 divided
     by the  Conversion  Number  (recomputed  as of the  date of such  delivery)
     within ten  business  days of the date  hereof;  (ii) a number of Purchaser
     Shares equal to $500,000 divided by the Conversion Number (recomputed as of
     the date of such delivery) within ten business days after the completion by
     PSMA Development  Company, LLC (or any entity with technology licensed from
     Cytogen) of a Phase I clinical trial for  immunotherapy for prostate cancer
     if such trial  establishes  safety;  and (iii) a number of Purchaser Shares
     equal to $1,000,000  divided by the Conversion Number (recomputed as of the
     date of such delivery) within ten




     business  days after the  enrollment  of the first  patient  after the date
     hereof by PSMA  Development  Company,  LLC (or any entity  with  technology
     licensed  from  Cytogen) in a Phase III or combined  Phase II-III  clinical
     trial for  immunotherapy  for prostate  cancer.  Cytogen  shall provide the
     Representative  with quarterly  reports on the status of the  immunotherapy
     research program. The Representative will provide Cytogen with instructions
     as to how the Purchaser Shares shall be issued. For purposes of clause (ii)
     above,  the Phase I trial  shall be deemed  complete  upon  issuance of the
     final study report.  Cytogen will promptly provide to  Representative  such
     study  report as soon as it is  available.  In the event no study report is
     issued with respect to the Phase I trial, the Phase I trial shall be deemed
     complete  60 days  after  the  final  follow-up  with the last  patient  as
     specified in the protocol.  Such Phase I clinical  trial shall be deemed to
     have established  safety if it supports the preliminary  findings of safety
     announced at ASCO in June 2004. If there is a disagreement  between Cytogen
     and  Representative  as to whether the full study supports the  preliminary
     findings, the parties shall designate a mutually acceptable third party who
     will have the authority to conclusively  resolve the dispute. The Purchaser
     Shares to be  delivered  pursuant  to clause (i) above shall be free of any
     and all restrictions and available for sale immediately upon delivery.

     In connection with its  obligations  under this Paragraph 2, Cytogen hereby
     agrees that on each date it reasonably  determines that, within thirty (30)
     days of such date a payment  will become due and  payable to the  Prostagen
     Partners, Cytogen shall: (i) notify the Representative of the date on which
     Cytogen  believes such payment shall become due and payable;  (ii) begin to
     prepare all  requisite  filings  and begin to take all  actions  reasonably
     required to effect the  registration  of such  shares to be so issued;  and
     (iii) request from the  Representative  such  information  as Cytogen deems
     necessary to effect the registration of such shares. Cytogen further agrees
     to make any and all  filings  required  to be made by it in order to effect
     the  registration  of shares to be issued  pursuant to this  Paragraph 2 as
     soon as reasonably practicable after the issuance of such shares."

3.   Cytogen  hereby  authorizes  Prostagen  Partners to  solicit,  on behalf of
     Cytogen,  licensees  for the  technology  (the  "Technology")  that was the
     subject of the PSMA Sublicense Agreement by and between Cytogen Corporation
     and Northwest  Biotherapeutics  dated August 28, 2000.  Such  authorization
     shall be terminable by Cytogen at any time upon written notice to Prostagen
     Partners.  Cytogen  agrees to  negotiate  in good  faith with any bona fide
     potential licensee approached by Prostagen Partners;  provided that Cytogen
     is under no obligation to enter into any agreement  with any such potential
     licensee with respect to the  Technology.  Cytogen and  Prostagen  Partners
     agree that any revenue  generated from the  Technology  shall be subject to
     the provisions of Paragraph 3 of Addendum No.1.

4.   Prostagen  Partners agree that Cytogen has satisfied its obligations  under
     the second  paragraph of Paragraph 2 of Addendum No.1 (as amended above) in
     connection with this Addendum.

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5.   All other provisions of the Agreement,  as amended or supplemented  through
     the date hereof,  shall remain in full force and effect.  Any  reference to
     the  Agreement in any  instrument  or agreement  shall mean and include the
     Agreement as amended by Addendum No. 1, the Amendment and this Addendum.

6.   This Addendum  constitutes  the entire  understanding  between the parties,
     except as  expressly  set  forth  herein,  and  supersedes  any  contracts,
     agreements or  understanding  (oral or written) of the parties with respect
     to the  subject  matter  hereof.  No term of this  Addendum  may be amended
     except upon written agreement of both parties.

7.   Each party shall be responsible  for its own costs and expenses  including,
     but not limited to, any legal,  advisory fees and accounting fees and costs
     incurred in connection with  negotiation,  preparation and carrying out the
     terms of this Addendum.

8.   This Addendum  shall be governed by and  construed in  accordance  with the
     laws of the State of New York.

9.   This  Addendum may be executed in one or more  counterparts,  each of which
     will be deemed an original but all of which  together will  constitute  one
     and the same instrument.

In witness  whereof,  the duly  authorized  representatives  of the parties have
executed this Addendum as of the date set forth above.


CYTOGEN CORPORATION                         PROSTAGEN PARTNERS



By: /s/ Michael D. Becker                   By:  /s/ Allan M. Fox
   ------------------------------              ---------------------------------
   Michael D. Becker, President                Allan M. Fox, Representative
     And Chief Executive Officer



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