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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

CYTOGEN CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

ý

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        Common Stock, $0.01 par value per share

    (2)   Aggregate number of securities to which transaction applies:
        36,135,929 shares of common stock; 506,000 options to purchase shares of common stock, $0.01

    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        The filing fee was determined based upon the sum of (A) the product of 36,135,929 shares of common stock multiplied by the merger consideration of $0.62 per share, plus (B) 506,000 options to purchase shares of common stock with an exercise price less than $0.62 per share multiplied by $0.04894942 (which is the difference between $0.62 and the weighted average exercise price of $0.57105058 per share for such options). In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying .0000393 by the sum of the amounts calculated pursuant to clauses (A) and (B).

    (4)   Proposed maximum aggregate value of transaction:
        $22,429,044.39

    (5)   Total fee paid:
        $882.00


o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        

    (2)   Form, Schedule or Registration Statement No.:
        

    (3)   Filing Party:
        

    (4)   Date Filed:
        



CYTOGEN CORPORATION
650 COLLEGE ROAD EAST, SUITE 3100
PRINCETON, NJ 08540-3533

Dear Stockholder:

        You are cordially invited to attend a special meeting of the stockholders of Cytogen Corporation, a Delaware corporation, hereinafter referred to as Cytogen or the Company, on [                        ], May [            ], 2008 at 10:00 a.m. local time, at the offices of Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540. Notice of the special meeting and the related proxy statement are enclosed.

        The board of directors of the Company has unanimously approved and adopted a merger agreement providing for the merger of the Company with EUSA Pharma (USA), Inc., a Delaware corporation and a wholly-owned subsidiary of EUSA Pharma, Inc., a Delaware corporation. Subject to certain conditions, in the merger you will receive $0.62 in cash, without interest, for each share of common stock you hold, unless otherwise provided in the merger agreement. Following the merger, Cytogen will become a wholly-owned subsidiary of EUSA Pharma, Inc.

        At the special meeting, you will be asked to consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 10, 2008, by and among EUSA Pharma, Inc., EUSA Pharma (USA), Inc. and Cytogen. After careful consideration, our board of directors approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement and unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of our stockholders. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE MERGER AGREEMENT.

        The proxy statement attached to this letter provides you with information about the merger and the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement carefully. You may also obtain additional information about us from documents we have filed with the Securities and Exchange Commission.

        Your vote is very important, regardless of the number of shares of common stock you own. We cannot complete the merger unless the proposal to approve the merger agreement is adopted by the affirmative vote of a majority of the outstanding shares of common stock held by stockholders entitled to vote at the special meeting of stockholders.

        On behalf of the board of directors, we thank you for your continued support of Cytogen over the years. We are pleased to be able to provide you with a liquidity event that we believe is in the best interests of our stockholders.

  Sincerely,

 

/s/  
JAMES A. GRIGSBY      
James A. Grigsby
Chairman of the Board of Directors

        WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE (1) COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE; OR (2) YOU MAY VOTE VIA TELEPHONE OR VIA INTERNET; IN EACH CASE IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED ON THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

        Neither the Securities and Exchange Commission nor any state securities commission has passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

THE ACCOMPANYING PROXY STATEMENT IS DATED [                , 2008] AND IS FIRST BEING
MAILED TO STOCKHOLDERS ON OR ABOUT APRIL [            ], 2008.


CYTOGEN CORPORATION
650 COLLEGE ROAD EAST, SUITE 3100
PRINCETON, NJ 08540-3533

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD [                        ], MAY [    ], 2008

        A special meeting of the stockholders of Cytogen Corporation, a Delaware corporation, hereinafter referred to as Cytogen or the Company, will be held at the offices of Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540, on [                        ], May [    ], 2008, beginning at 10:00 a.m., local time, for the following purposes:

        1.    Approval of the Merger Agreement.    To consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 10, 2008, by and among EUSA Pharma, Inc., a Delaware corporation, hereinafter referred to as EUSA, EUSA Pharma (USA), Inc., a Delaware corporation and wholly-owned subsidiary of EUSA, hereinafter referred to as EUSA (USA), and the Company, pursuant to which, upon the merger becoming effective, each outstanding share of Company common stock, $0.01 par value per share, will be converted into the right to receive $0.62 in cash, without interest, unless otherwise provided by the merger agreement.

        2.    Adjournment of the Special Meeting.    To approve the adjournment of the special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to approve and adopt the merger agreement.

        3.    Other Matters.    To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.

        Only stockholders of record of common stock as of the close of business on March [            ], 2008 will be entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. All stockholders of record are cordially invited to attend the special meeting in person.

        Your vote is very important, regardless of the number of shares of common stock that you own. The approval and adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of common stock held by stockholders entitled to vote at the special meeting of stockholders.

        Abstentions and broker non-votes, if any, will have the effect of a vote against approval of the merger agreement or the proposal to adjourn the special meeting, but will count for purposes of determining whether a quorum is present. If you are a stockholder of record and wish to vote in person at the special meeting, you may revoke your proxy and vote in person at the special meeting. If your shares of common stock are held in "street name" by your broker, you should instruct your broker on how to vote your shares of common stock using the instructions provided by your broker.

        Cytogen stockholders have the right to dissent from the merger and obtain payment in cash of the appraised fair value of their shares under applicable provisions of Delaware law. In order to perfect and exercise appraisal rights, stockholders must give written demand for appraisal of their shares before the taking of the vote on the merger at the special meeting and must not vote in favor of the merger. A copy of the applicable Delaware statutory provisions is included as Annex D to the accompanying proxy statement, and a summary of these provisions can be found under "Appraisal Rights" in the accompanying proxy statement.


        The board of directors of Cytogen unanimously recommends that stockholders vote FOR the approval and adoption of the merger agreement and FOR the approval of the adjournment of the special meeting, if necessary or appropriate, for the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to approve and adopt the merger agreement.

  BY ORDER OF THE BOARD OF DIRECTORS

 

/s/
RITA A. AULD
  Rita A. Auld
Corporate Secretary

Princeton, New Jersey
March [    ], 2008

        WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE (1) COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE; OR (2) YOU MAY ALSO VOTE VIA TELEPHONE OR VIA INTERNET; IN EACH CASE IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED ON THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. STOCKHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON.



TABLE OF CONTENTS

 
  Page
SUMMARY TERM SHEET   1
  The Parties to the Merger Agreement   1
  The Agreement and Plan of Merger   2
  Treatment of Equity Awards   2
  Appraisal Rights   2
  The Special Meeting   3
  Opinion of Janney Montgomery Scott LLC   5
  Interests of Our Directors and Executive Officers in the Merger   5
  Material U.S. Federal Income Tax Consequences   6
  Regulatory Approvals   6
  When the Merger Will be Completed   6
  Consideration to be Received in the Merger   6
  Procedure for Receiving Merger Consideration   6
  Conditions to Consummation of the Merger   7
  Restrictions on Solicitations of Alternative Transactions by Cytogen   8
  Termination of the Merger Agreement   8
  Expenses and Termination Fees   9
  Security Ownership of Directors and Executive Officers   10
  Voting Agreement   10
  Market Price of Common Stock   10
  Alternatives to the Merger   10
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER   12
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS   16
THE PARTIES TO THE MERGER AGREEMENT   16
  Cytogen Corporation   16
  EUSA Pharma, Inc.    17
  EUSA Pharma (USA), Inc.    17
THE SPECIAL MEETING   17
  Place, Time and Purpose of the Special Meeting   17
  Record Date and Quorum   18
  Required Vote   18
  Proxies; Revocation   18
  Adjournments and Postponements   19
  Solicitation of Proxies   19
  Special Meeting Admission Procedures   20
THE MERGER   20
  Background of the Merger   20
  Reasons for the Merger   30
  Recommendation of Our Board of Directors   33
  Opinion of Cytogen's Financial Advisor   33
  Interests of Our Directors and Executive Officers in the Merger   37
  Delisting and Deregistration of Common Stock   42
  Material U.S. Federal Income Tax Consequences   42
  Exercising Appraisal Rights   45
  Regulatory Approvals   47
THE AGREEMENT AND PLAN OF MERGER   48
  Form of Merger   48
  Consummation and Effectiveness of the Merger   48
  Consideration to be Received in the Merger   48
  Procedures for Surrender of Certificates and Payment   49
  Charter, Bylaws, Directors and Officers   49

  Conditions to Consummation of the Merger   50
  Representations and Warranties   51
  Conduct of Business by Cytogen Prior to Consummation of the Merger   53
  Covenants of EUSA Pursuant to the Merger Agreement   56
  Restrictions on Solicitation   56
  Termination of the Merger Agreement   58
  Expenses and Termination Fees   59
  Other Consequences of Termination   61
  Reasonable Best Efforts and Consents   61
  Employee Benefits   61
  Treatment of Equity Awards   62
  Indemnification and Insurance   62
  Amendment and Waiver   62
  Voting Agreements   62
  Sublicense Agreement with EUSA   63
  Alternatives to the Merger   63
ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING   64
MARKET PRICE OF OUR COMMON STOCK   65
PROJECTED FINANCIAL INFORMATION   66
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS   68
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS   69
MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS   69
SUBMISSION OF STOCKHOLDER PROPOSALS   69
WHERE YOU CAN FIND MORE INFORMATION   70
ANNEX A Agreement and Plan of Merger, dated as of March 10, 2008, by and among EUSA Pharma, Inc., EUSA Pharma (USA), Inc. and Cytogen Corporation   A-1
ANNEX B Fairness Opinion of Janney Montgomery Scott LLC, dated March 10, 2008   B-1
ANNEX C Form of Voting Agreement   C-1
ANNEX D Section 262 of the General Corporation Law of the State of Delaware   D-1


PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
May [    ], 2008



SUMMARY TERM SHEET

        This summary highlights selected information from this proxy statement regarding the merger and the merger agreement and may not contain all of the information that is important to you. To understand the merger and for a more complete description of the legal terms of the merger, you should carefully read this entire proxy statement, the annexes attached to this proxy statement and the documents referred to or incorporated by reference in this proxy statement. We have included page references in parentheses to direct you to the appropriate place in this proxy statement for a more complete description of the topics presented in this summary. In this proxy statement, the terms "Cytogen," the "Company," "we," "us" and "our" refer to Cytogen Corporation and the term "EUSA" refers to EUSA Pharma, Inc.

The Parties to the Merger Agreement (page 16)

Cytogen Corporation
650 College Road East
Suite 3100
Princeton, New Jersey 08540-3533
609-750-8200

        Cytogen, headquartered in Princeton, New Jersey, is a specialty pharmaceutical company dedicated to advancing the treatment and care of patients by building, developing, and commercializing a portfolio of oncology products. Our specialized sales force currently markets two therapeutic products and one diagnostic product to the U.S. oncology market. CAPHOSOL® is an electrolyte solution for the treatment of oral mucositis and dry mouth that is approved in the U.S. as a prescription medical device. QUADRAMET® (samarium Sm-153 lexidronam injection) is approved for the treatment of pain in patients whose cancer has spread to the bone. PROSTASCINT® (capromab pendetide) is a prostate specific membrane antigen, or PSMA, targeting monoclonal antibody-based agent to image the extent and spread of prostate cancer.

EUSA Pharma, Inc.
Heritage Gateway Center
1980 S. Easton Road
Suite 250
Doylestown, Pennsylvania 18901
215-230-9620

        EUSA is incorporated in the state of Delaware with its headquarters in Doylestown, Pennsylvania and the headquarters of its European business in Oxford, United Kingdom. EUSA is a rapidly growing transatlantic specialty pharmaceutical company focused on in-licensing, developing and marketing late-stage oncology, pain control and critical care products. EUSA currently has six products on the market in Europe, including the antibiotic surgical implant Collatamp® G, Erwinase® and Kidrolase® for the treatment of acute lymphoblastic leukemia, and Rapydan®, a rapid-onset anesthetic patch which received Europe-wide approval in late 2007. EUSA also has several products in late-stage development, notably Collatamp® G topical, a gentamicin impregnated collagen sponge for the prevention and treatment of infected skin ulcers, and CollaRx® bupivacaine implant for local post-surgical pain control.

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        Founded in 2006, EUSA has approximately 130 employees across Europe, the U.S. and Canada and achieved revenues of approximately $35 million in 2007. EUSA has a pan-European presence covering over 20 countries and a wider distribution network in a further 25 territories. EUSA is privately-held and its stockholders include a consortium of leading life science capital investors, comprising TVM Capital, Essex Woodlands, 3i, Goldman Sachs, Advent Venture Partners, SV Life Sciences, NeoMed and NovaQuest. Since its formation, EUSA has raised over $275 million and completed several significant transactions, including the acquisitions of Talisker Pharma Ltd, a French biopharmaceutical company OPi SA and the European antibiotic and pain control business of Innocoll Pharmaceuticals Inc. EUSA plans to complete further acquisitions and in-licensing within its specialist areas of medical and geographic focus.

EUSA Pharma (USA), Inc.

        EUSA Pharma (USA), Inc., hereinafter referred to as EUSA (USA), a Delaware corporation and wholly-owned subsidiary of EUSA Pharma, Inc., was formed solely for the purpose of entering into the merger agreement with Cytogen and completing the merger, and has not conducted any business operations. Its address is c/o EUSA Pharma, Inc., Heritage Gateway Centre, 1980 S. Easton Road, Suite 250, Doylestown, Pennsylvania 18901, and its telephone number is 215-230-9620.

The Agreement and Plan of Merger (page 48)

        On March 10, 2008, we entered into an Agreement and Plan of Merger, by and among Cytogen, EUSA and EUSA (USA), which we refer to herein as the merger agreement. Upon the terms and subject to the conditions of the merger agreement, EUSA (USA) will merge with and into Cytogen, which we refer to herein as the merger, with Cytogen as the surviving corporation in the merger, referred to herein as the surviving corporation. We will become a direct, wholly-owned subsidiary of EUSA. You will have no equity interest in Cytogen or EUSA after the effective time of the merger. At the effective time of the merger, each share of our common stock, par value $0.01, hereinafter referred to as the common stock, other than those shares held by us and EUSA (USA), will be cancelled and converted automatically into the right to receive $0.62 in cash, without interest, less any applicable withholding tax, unless otherwise provided by the merger agreement, for an aggregate purchase price equal to $22,429,436.

Treatment of Equity Awards (page 62)

        Each outstanding option, stock equivalent right, warrant or other right to purchase shares of common stock will be canceled and converted into the right to receive an amount (subject to any applicable withholding tax) equal to the product of (A) the amount, if any, by which the per share merger consideration exceeds the per share exercise price of such stock option and (B) the number of shares of common stock subject to such stock option immediately prior to the consummation of the merger.

Appraisal Rights (page 45)

        Stockholders who do not wish to accept the cash consideration payable pursuant to the merger may seek, under Section 262 of the General Corporation Law of the State of Delaware, also referred to herein as the DGCL, judicial appraisal of the fair value of their shares by the Delaware Court of Chancery. This value could be more or less than or the same as the merger consideration for the common stock. Investment banking opinions as to the fairness from a financial point of view of consideration payable in the merger are not opinions as to fair value under Section 262 of the DGCL.

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This right to appraisal is subject to a number of restrictions and technical requirements. Generally, to properly demand appraisal, among other things:


        Merely voting against the merger agreement will not preserve your right to appraisal under Delaware law. Also, because a submitted proxy not marked "against" or "abstain" will be voted "for" the proposal to approve and adopt the merger agreement, the submission of a proxy not marked "against" or "abstain" will result in the waiver of appraisal rights. If you hold shares in the name of a broker or other nominee, you must instruct your broker or other nominee to take the steps necessary to enable you to demand appraisal for your shares. If you or your broker or other nominee fail to follow all of the steps required by Section 262 of the DGCL, you will lose your rights of appraisal. Also, there are no rights of appraisal if the merger is not completed.

        If you validly demand appraisal of your shares in accordance with Delaware law and do not withdraw your demand or otherwise forfeit your appraisal rights, you will not receive the merger consideration. Instead, after completion of the proposed merger, a court will determine the fair value of your shares exclusive of any value arising from the proposed merger. This appraisal amount could be more than, the same as or less than the amount a stockholder would be entitled to receive under the terms of the merger agreement.

        Annex D to this proxy statement contains the full text of Section 262 of the DGCL, which relates to your rights of appraisal. We encourage you to read these provisions carefully and completely.

        The merger agreement provides as a condition to closing that the number of shares of common stock held by stockholders demanding appraisal rights does not represent more than 10% of the Company's outstanding common stock on the effective date of the merger.

The Special Meeting (page 17)

        The special meeting will be held at the offices of Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540 on [                ], May [    ], 2008, beginning at 10:00 a.m. local time.

        You will be asked to consider and vote on a proposal to approve and adopt the merger agreement. You will also be asked to consider and vote on a proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the meeting to approve and adopt the merger agreement.

        The persons named in the accompanying proxy card will also have discretionary authority to vote upon other business, if any, that properly comes before the special meeting and any adjournments or postponements of the special meeting.

        You are entitled to vote at the special meeting if you owned common stock at the close of business on March [    ], 2008, the record date for the special meeting. You will have one vote for each share of

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common stock that you owned on the record date. As of the record date, there were [                ] shares of common stock entitled to be voted.

        The holders of a majority of the outstanding shares of common stock at the close of business on the record date represented in person or by proxy will constitute a quorum for purposes of the special meeting. Abstentions and broker non-votes, if any, will count for the purpose of determining whether a quorum is present.

        Authorization to consummate the merger requires the affirmative vote of a majority of the outstanding shares of common stock held by stockholders entitled to vote at the special meeting of stockholders. Approval of the proposal to adjourn the meeting, if necessary or appropriate, to solicit additional proxies requires (i) if a quorum exists, a majority of the votes cast by holders of shares of common stock present in person or represented by proxy at the special meeting or (ii) if no quorum exists, a majority in interest of the stockholders present at the special meeting. Abstentions or broker non-votes, if any, will have the effect of a vote against approval of the merger agreement or the proposal to adjourn the special meeting.

        Any Cytogen stockholder of record entitled to vote may submit a proxy by returning a signed proxy card by mail in accordance with the instructions printed on the enclosed proxy card or you may vote in person by appearing at the special meeting. If your shares of common stock are held in "street name" by your broker, you should instruct your broker on how to vote your shares of common stock using the instructions provided by your broker. If you do not provide your broker with instructions, your shares of common stock will not be voted and will have no effect.

        Our stockholders may also vote by proxy by using the telephone or the Internet. For specific instructions on how to use the telephone or the Internet to vote by proxy for the special meeting, please refer to the instructions on your proxy card or voting instruction card.

        If you are a stockholder of record, you may also vote in person at the special meeting. If you hold shares in street name, you may not vote in person at the special meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. You will also need to present photo identification and comply with the other procedures described in "The Special Meeting Admission Procedures".

        Any Cytogen stockholder of record who executes and returns a proxy card or votes electronically or by telephone may revoke the proxy at any time before it is voted in any one of the following ways:

        Simply attending the special meeting will not constitute a revocation of a proxy. If you have instructed your broker to vote your shares of common stock, the above-described options for revoking your proxy do not apply and instead you must follow the directions provided by your broker to change your vote.

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        After careful consideration, our board of directors unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of our stockholders. ACCORDINGLY, OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

        In reaching its decision, our board of directors evaluated a variety of business, financial and market factors and consulted with our management team and legal and financial advisors. The board of directors engaged ThinkEquity Partners, LLC, hereinafter referred to as ThinkEquity, as our financial advisors, to conduct an auction process intended to obtain the superior strategic alternative, from a financial point of view, and maximize value for our stockholders. In considering the recommendation of our board of directors with respect to the merger, you should be aware that certain of our directors and executive officers have interests in the merger that differ from, or are in addition to, your interests as a stockholder. For further information, see "The Merger—Interests of Our Directors and Executive Officers in the Merger" beginning on page 37.

        For the factors considered by our board of directors in reaching its decision to approve and adopt the merger agreement and the merger, see "The Merger—Reasons for the Merger" beginning on page 30.

Opinion of Janney Montgomery Scott LLC (page 33)

        On March 10, 2008, Janney Montgomery Scott LLC, also referred to herein as Janney, rendered its verbal opinion to our board of directors to the effect that, as of March 10, 2008, the merger consideration to be paid to the holders of shares of common stock pursuant to the merger agreement was fair from a financial point of view to the holders of shares of common stock. Such verbal opinion was formalized in a written opinion as of that date and subsequently delivered to the board of directors.

        Janney's opinion was directed to our board of directors and only addressed the fairness from a financial point of view of the merger consideration to be paid to the holders of shares of common stock pursuant to the merger agreement and not any other aspect or implication of the merger. The summary of Janney's opinion in this proxy statement is qualified in its entirety by reference to the full text of the written opinion which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Janney in preparing its opinion. We encourage our stockholders to carefully read the full text of Janney's written opinion. However, neither Janney's opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to any of our stockholders as to how our stockholders should act or vote with respect to the proposed merger. Pursuant to an engagement letter between Cytogen and Janney, we have paid to Janney customary fees which were not contingent upon its fairness determination or completion of the merger, and agreed to reimburse Janney for its expenses incurred in performing its services and to certain indemnification obligations. For further information, see "The Merger—Opinion of Cytogen's Financial Advisor" beginning on page 33 and Annex B.

Interests of Our Directors and Executive Officers in the Merger (page 37)

        In considering the proposed merger, you should be aware that some of our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. These interests include, among other things, indemnification and insurance arrangements with directors and executive officers, certain retention benefits payable, and offers of employment from EUSA terminating the change of control benefits that would have been payable to

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executive officers in the event of their termination after the consummation of the merger. Our officers and directors, in their capacity as stockholders, have entered into voting agreements, pursuant to which, among other things, each of our officers and directors agreed to vote all of his or her shares of common stock in favor of the adoption of the merger agreement. For further information, see "The Merger—Interests of Our Directors and Executive Officers in the Merger" beginning on page 37.

        Our board of directors was aware of these interests and considered them, among other matters, in making its decisions.

Material U.S. Federal Income Tax Consequences (page 42)

        Tax Consequences of the Merger.    The merger will be a taxable transaction to you if you are a "U.S. holder." Your receipt of cash in exchange for your shares of common stock generally will cause you to recognize a gain or loss measured by the difference, if any, between the cash you receive in the merger and your adjusted tax basis in your shares of common stock.

        Taxation of Non-U.S. Stockholders.    Gain recognized by a non-U.S. holder on the receipt of cash in exchange for their shares of common stock will not be subject to U.S. federal income tax, unless certain circumstances apply.

        The U.S. federal income tax consequences described above may not apply to some holders of shares of common stock. For further information, see "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 42 for a summary discussion of the material U.S. federal income tax consequences of the merger. You should consult your tax advisor on the particular tax consequences of the merger to you, including the federal, state, local or foreign tax consequences of the merger.

Regulatory Approvals (page 47)

        Except for the filing of a Certificate of Merger with the Secretary of State for the State of Delaware at or before the effective date of the merger, we are unaware of any material federal, state or foreign regulatory requirements or approvals required for the execution of the merger agreement or completion of the merger.

When the Merger Will be Completed (page 48)

        We are working to complete the merger as soon as possible. We anticipate completing the merger during the second quarter of 2008, subject to approval of the merger agreement by our stockholders and the satisfaction of the other closing conditions.

Consideration to be Received in the Merger (page 48)

        If the merger agreement is approved and adopted by our stockholders and the other conditions to closing are satisfied, EUSA (USA) will merge with and into Cytogen, the separate corporate existence of EUSA (USA) will cease, and Cytogen will continue as the surviving corporation, wholly-owned by EUSA. Upon completion of the merger, shares of our common stock will be converted into the right to receive $0.62 per share, without interest and less any required withholding taxes, unless otherwise provided by the merger agreement.

Procedure for Receiving Merger Consideration (page 49)

        Prior to the effective time of the merger, EUSA will appoint American Stock Transfer and Trust Company, or such other bank or trust company of recognized standing that may be designated by EUSA and is reasonably satisfactory to the Company, as paying agent for the payment of the merger consideration, without interest and less any applicable withholding taxes. As promptly as reasonably practicable following the effective time of the merger, the paying agent will mail to each person who

6



was a holder of record of Cytogen common stock immediately prior to the effective time a letter of transmittal that will contain instructions for use in effecting the exchange of the certificates representing our common stock. Upon surrender to the paying agent of a certificate representing outstanding shares of Cytogen common stock for cancellation, together with a duly completed and executed letter of transmittal, the holder of such certificate will be entitled to receive in exchange a check representing the applicable amount of cash that such holder has the right to receive after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon surrender of the certificates.

        If your shares of common stock are uncertificated and registered with our transfer agent in book-entry form known as the Direct Registration System, or DRS, the paying agent will pay the merger consideration to which you are entitled automatically by delivering the payment to you shortly after the merger is completed at the address reflected in our transfer agent's records.

        If your shares of common stock are held in "street name" by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee shortly after the merger is completed as to what action, if any, is necessary for the surrender of your "street name" shares in exchange for the merger consideration to which you are entitled.

        If you own certificated shares, shortly after the effective time of the merger, the paying agent will mail a letter of transmittal and instructions to you. The letter of transmittal and instructions will tell you how to surrender your stock certificates in exchange for the merger consideration to which you are entitled. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

Conditions to Consummation of the Merger (page 50)

        Before we can complete the merger, a number of conditions must be satisfied. These include, among others:

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        Other than the conditions pertaining to stockholder approval and the absence of governmental orders, either the Company or EUSA (on behalf of itself and EUSA (USA)), as applicable may elect to waive conditions to their respective performance and complete the merger.

Restrictions on Solicitations of Alternative Transactions by Cytogen (page 56)

        The merger agreement restricts our ability to solicit or engage in discussions or negotiations with a third party regarding specified transactions involving us. Despite these restrictions, under certain limited circumstances, our board of directors may, if it determines that it is required to do so to comply with its fiduciary duties, respond and negotiate with respect to a bona fide written takeover proposal.

Termination of the Merger Agreement (page 58)

        The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after stockholder approval has been obtained, as follows:

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Expenses and Termination Fees (page 59)

        We will pay to EUSA a termination fee equal to 5% of the total merger consideration, which shall include reimbursement of up to $500,000 for expenses, if the merger agreement is terminated by EUSA due to certain actions by us regarding a third party proposal or if our stockholders do not approve and adopt the merger. There are certain additional situations where we may be obligated to reimburse EUSA for its expenses or to pay EUSA a termination fee, if the merger is not completed. Unless otherwise provided in the merger agreement, any termination of the merger agreement by EUSA will not result in any financial payment by us or other remedy in equity or law.

        EUSA will pay us a termination fee equal to 5% of the total merger consideration, which shall include reimbursement of up to $500,000 for expenses, if the merger agreement is terminated by us due to EUSA's breach of any representation, warranty, covenant or agreement contained in the merger agreement. Unless otherwise provided in the merger agreement, any termination of the merger agreement by us will not result in any financial payment by EUSA or other remedy in equity or law.

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Security Ownership of Directors and Executive Officers (page 69)

        As of the record date for the special meeting, our directors and executive officers beneficially held [                ] shares of common stock, or approximately [        ]% of the outstanding shares of common stock. Our directors and executive officers have informed us that they intend to vote all of their shares of common stock "FOR" the approval and adoption of the merger agreement and "FOR" any adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

Voting Agreement (page 62 and Annex C)

        As an inducement to EUSA to enter into the merger agreement, concurrently with the execution of the merger agreement, all of our directors and officers entered into voting agreements with EUSA and EUSA (USA) pursuant to which, among other things, each of the directors and officers agreed to vote all of his or her shares of common stock in favor of the adoption of the merger agreement and not to transfer, sell, hypothecate or otherwise dispose of their beneficial ownership of, or their ability to vote, our common stock held by them as of the date of the merger agreement or which they may acquire at a later time unless they obtain similar obligations from the transferee. The directors and officers who are parties to the voting agreement are entitled to vote approximately 1.54% of our currently outstanding shares of common stock. Additionally, one of our institutional investors entitled to vote an aggregate of approximately 13.83% of our currently outstanding shares of common stock, has executed a voting agreement pursuant to which it has agreed to vote all of its shares of common stock in favor of the merger.

        The voting agreements will terminate on the earlier of the consummation of the merger and the termination of the merger agreement in accordance with its terms.

        A copy of the form of voting agreement is attached as Annex C to this proxy statement.

Market Price of Common Stock (page 65)

        Our common stock is listed on the NASDAQ Global Market, or the NASDAQ, under the trading symbol "CYTO." The closing sale price of a share of our common stock on the NASDAQ on March 10, 2008, which was the last trading day before we announced the merger, was $0.46. On [                ,] 2008, the last trading day before the printing of this proxy statement, the closing price of a share of common stock on the NASDAQ was $[                ].

Alternatives to the Merger

        If we are unable to consummate the merger with EUSA, we will need to raise additional capital in the second quarter of 2008. Our cash and cash equivalents were $8.9 million as of December 31, 2007. During the year ended December 31, 2007, net cash used in operating activities was $31.1 million. We expect that our existing capital resources at December 31, 2007, should be adequate to fund our operations and commitments into the second quarter of 2008. We have incurred negative cash flows from operations since our inception, and have expended, and expect to continue to expend in the future, substantial funds to implement our planned product development efforts, including acquisition of complementary clinical stage and marketed products, research and development, clinical studies and regulatory activities, and to further our marketing and sales programs. We expect that our existing capital resources at December 31, 2007, should be adequate to fund our operations and commitments into the second quarter of 2008. However, we cannot assure you that our business or operations will not change in a manner that would consume available resources more rapidly than anticipated. We expect that we will have additional requirements for debt or equity capital, irrespective of whether and when we reach profitability, for further product development costs, product and technology acquisition costs, and working capital.

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        If we are unable to raise additional financing, we will be required to reduce our capital expenditures, scale back our sales and marketing or research and development plans, reduce our workforce, license to others products or technologies we would otherwise seek to commercialize ourselves, sell certain assets, cease operations or declare bankruptcy. There can be no assurance that we can obtain equity financing, if at all, on terms acceptable to us. Our future capital requirements and the adequacy of available funds will depend on numerous factors, including: (i) the successful commercialization of our products; (ii) the costs associated with the acquisition of complementary clinical stage and marketed products; (iii) progress in our product development efforts and the magnitude and scope of such efforts; (iv) progress with clinical trials; (v) progress with regulatory affairs activities; (vi) the cost of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights; (vii) competing technological and market developments; and (viii) the expansion of strategic alliances for the sales, marketing, manufacturing and distribution of our products. To the extent that the currently available funds and revenues are insufficient to meet current or planned operating requirements, we will be required to obtain additional funds through equity or debt financing, strategic alliances with corporate partners and others, or through other sources. We cannot assure you that the financial sources described above will be available when needed or at terms commercially acceptable to us. If adequate funds are not available, we may be required to delay, further scale back or eliminate certain aspects of our operations or attempt to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates, products or potential markets. If adequate funds are not available, our business, financial condition and results of operations will be materially and adversely affected.

        On November 5, 2007, we received notification from The NASDAQ Stock Market, or NASDAQ, that we are not in compliance with the $1.00 minimum bid price requirement for continued inclusion on the NASDAQ Global Market pursuant to Marketplace Rule 4450(a)(5). The closing price of our common stock has been below $1.00 per share since September 24, 2007. The letter states that we have 180 calendar days, or until May 5, 2008, to regain compliance with the minimum bid price requirement of $1.00 per share. We can achieve compliance, if at any time before May 5, 2008, our common stock closes at $1.00 per share or more for at least 10 consecutive business days. If compliance with NASDAQ's Marketplace Rules is not achieved by May 5, 2008, NASDAQ will provide notice that our common stock will be delisted from the NASDAQ Global Market. In the event of such notification, we would have an opportunity to appeal NASDAQ's determination. If faced with delisting, we may submit an application to transfer the listing of our common stock to the NASDAQ Capital Market.

        Additionally, if we are unable to consummate the merger with EUSA, our common stock may be delisted by NASDAQ. If delisted from the NASDAQ Global Market or the NASDAQ Capital Market, our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets where an investor may find it more difficult to dispose of or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to "penny stock" regulations promulgated by the Securities and Exchange Commission that, if we fail to meet criteria set forth in such regulations, imposes various practice requirements on broker-dealers who sell securities governed by the regulations to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. There can be no assurance that we will be able to maintain the listing of our common stock on NASDAQ. Delisting from NASDAQ would make trading our common stock more difficult for investors, potentially leading to further declines in our share price. It would also make it more difficult for us to raise additional capital. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our shareholders to sell our common stock in the secondary market.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to address some commonly asked questions regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q:
What is the proposed transaction?

A:
The proposed transaction is the merger of Cytogen with EUSA (USA), a wholly-owned subsidiary of EUSA, pursuant to the merger agreement. Once the merger agreement has been approved and adopted by our stockholders and the other closing conditions under the merger agreement have been satisfied or waived, EUSA (USA) will merge with and into Cytogen. Cytogen will be the surviving corporation in the merger and will become a wholly-owned subsidiary of EUSA.

Q:
What can I expect to receive in respect of my shares of common stock?

A:
Upon completion of the merger, you will receive $0.62 in cash, without interest and less any required withholding taxes, unless otherwise provided by the merger agreement, for each share of common stock that you own at that time.
Q:
Where and when is the special meeting?

A:
The special meeting will take place at the offices of Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540, on [                        ], May [    ], 2008, at 10:00 a.m. local time.

Q:
What matters will be voted on at the special meeting?

A:
You will be asked to consider and vote on the following proposals:

to approve and adopt the merger agreement; and

to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve and adopt the merger agreement.

Q:
What vote of our stockholders is required to approve and adopt the merger agreement?

A:
For us to complete the merger, we need the affirmative vote of a majority of the outstanding shares of common stock held by stockholders entitled to vote at the special meeting of stockholders. Abstentions and broker non-votes, if any, will have the effect of a vote against approval of the merger agreement. An abstention is counted as a share present and entitled to be voted at the special meeting and will have the same effect as a "no" vote on the merger proposal. A broker "non-vote" occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular matter because the broker or nominee does not have the discretionary voting power with respect to that matter and has not received instructions from the beneficial owner. Under the DGCL as it relates to determining the presence of a quorum at the special meeting, abstaining votes and broker "non-votes" are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present.

Q:
How does our board of directors recommend that I vote on the merger agreement?

A:
Our board of directors unanimously recommends that our stockholders vote

"FOR" the approval and adoption of the merger agreement; and

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Q:
What effects will the merger have on the Company?

A:
As a result of the merger, we will cease to be an independent publicly traded company and will become a wholly-owned subsidiary of EUSA. You will no longer have any interest as a stockholder in our future earnings or growth. Following consummation of the merger, the registration of shares of common stock and our reporting obligations with respect to our shares of common stock under the Securities Exchange Act of 1934, as amended, also referred to herein as the Exchange Act, will be terminated upon application to the Securities and Exchange Commission. In addition, upon completion of the merger, shares of our common stock will no longer be listed on any stock exchange or quotation system, including the NASDAQ.

Q:
What happens if the merger is not consummated?

A:
If the merger agreement is not approved and adopted by stockholders or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of common stock in connection with the merger. Instead, we will remain an independent public company and the shares of our common stock will continue to be listed and traded on the NASDAQ or another exchange or the OTC Bulletin Board if we are delisted from NASDAQ. Under certain specified circumstances upon termination of the merger agreement, we may be required to pay EUSA a termination fee and/or reimburse EUSA for certain expenses. There are also certain specified circumstances upon termination of the merger agreement upon which EUSA may be required to pay us a termination fee and/or reimburse us for certain expenses. For further information, see "The Merger Agreement—Expenses and Termination Fees" beginning on page 59.
Q:
What function did the Special Committee serve with respect to the merger and who are its members?

A:
The board of directors established the Special Committee to facilitate and monitor, on behalf of our board of directors, ThinkEquity's engagement with the Company and to assist our management and ThinkEquity by overseeing ThinkEquity's activities, communications, information and results generated pertaining to a potential strategic transaction, including a sale of the Company, and to communicate with the board of directors regarding the status and progress of ThinkEquity's engagement. The Special Committee consists of Mr. Bagalay, as Chairman, Messrs. Grigsby and Mollica.

Q:
What do I need to do now?

A:
We urge you to read this proxy statement in its entirety carefully, including its annexes, and to consider how the merger affects you. If you are a stockholder of record, then you can ensure that your shares of common stock are voted at the special meeting by completing, signing, dating and mailing the proxy card and returning it in the envelope provided in accordance with the instructions printed on the enclosed proxy card. You may also vote your shares of common stock at

13


Q:
What happens if I abstain, fail to vote or submit a proxy or do not instruct my broker or other nominee how to vote?

A:
If you abstain from voting, do not vote or do not instruct your broker or nominee on how to vote, it will have the effect of a vote against approval and adoption of the merger agreement. Therefore, we urge you to vote. However, abstention from voting or failure to execute a proxy with respect to adoption of the merger agreement, without taking other specified procedures, will not be sufficient to assert appraisal rights. For a description of your appraisal rights and related procedures, see "The Merger—Exercising Appraisal Rights" beginning on page 45 and Annex D for a reproduction of Section 262 of the DGCL, which relates to the appraisal rights of dissenting stockholders.

Q:
If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:
Yes, but only if you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without those instructions, your shares will be voted against approval and adoption of the merger agreement or the proposal to adjourn the special meeting.

Q:
Can I change my vote?

A:
Yes. You can change your vote at any time before your proxy is voted at the special meeting. If you are a registered stockholder, you may revoke your proxy by notifying us in writing or by submitting by mail a new proxy dated after the date of the proxy being revoked, or if you voted via telephone or Internet you may cast a new vote by telephone or by Internet. In addition, your proxy may be revoked by attending the special meeting and voting in person (you must vote in person, as simply attending the special meeting will not cause your proxy to be revoked).
Q:
What does it mean if I get more than one proxy card or vote instruction card?

A:
If your shares are registered differently or are in more than one account, you will receive more than one proxy card or, if you hold your shares in "street name," more than one vote instruction card. Please complete and return all of the proxy cards or vote instruction cards you receive to ensure that all of your shares are voted.

Q:
Should I send in my stock certificates now?

A:
No. Shortly after the merger is completed, you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to the paying agent in order to receive the merger consideration. You should use the letter of transmittal to exchange stock certificates for the merger consideration to which you are entitled as a result of the merger. DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY.

Q:
What happens if I sell my shares of common stock before the special meeting?

A:
The record date of the special meeting is earlier than the special meeting and the date that the merger is expected to be completed. If you transfer your shares of common stock after the record date but before the special meeting, you will retain your right to vote at the special meeting, but will have transferred the right to receive the merger consideration payable for your shares. In order to receive the per share merger consideration, you must hold your shares through completion of the merger.

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Q:
Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my shares?

A:
Yes. Generally, under the DGCL, a holder of common stock of a company that is listed on a national securities exchange is not entitled to assert appraisal rights. However, there is an exception in the case of a merger by which the stockholders of the target corporation only receive cash in consideration of the merger.

Q:
Will the merger be taxable to me?

A:
The merger will be a taxable transaction for U.S. federal income tax purposes. If you are a U.S. holder (as defined under "The Merger—Material U.S. Federal Income Tax Consequences") for U.S. federal income tax purposes, your receipt of cash in exchange for your shares of common stock generally will cause you to recognize a capital gain or loss measured by the difference, if any, between the cash you receive in the merger and your adjusted tax basis in your shares of common stock. For U.S. federal income tax purposes, if you are a non-U.S. holder (as defined below under "The MergerMaterial U.S. Federal Income Tax Consequences") generally you will not be subject to U.S. federal income tax on your receipt of cash unless you have certain connections to the U.S. Under U.S. federal income tax law, you may be subject to information reporting on cash received in the merger unless an exemption applies. Backup withholding may also apply with respect to the amount of cash received in the merger unless you provide proof of an applicable exemption or a correct taxpayer identification number, and otherwise comply with the applicable requirements of the backup withholding rules.
Q:
Who is soliciting my vote?

A:
This proxy solicitation is being made by the board of directors of the Company. In addition, we have retained Georgeson, Inc., also referred to herein as Georgeson, to assist in the solicitation. We will pay Georgeson $8,000, will reimburse them for reasonable administrative and out-of-pocket expenses incurred in connection with the solicitation and will pay them a nominal per-call fee for their assistance. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or by other means of communication. These persons will not be paid additional remuneration for their efforts. We will ask banks and brokers and other institutions, nominees and fiduciaries to forward proxy materials and to obtain their authority to execute proxies and voting instructions. We may reimburse them for their reasonable costs.

Q:
Who can help answer my other questions?

A:
If you have more questions about the merger, please contact Kevin J. Bratton, Senior Vice President, Finance and Chief Financial Officer, at (609) 750-8200. If you need assistance in submitting your proxy or voting your shares of common stock or need additional copies of this proxy statement or the enclosed proxy card, you should contact Georgeson, our proxy solicitor, free of charge at 1-888-293-6729.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement, and the documents to which we refer you in this proxy statement, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include our present expectations or beliefs concerning future events. These statements may be identified by the use of words like "plan," "expect," "aim," "believe," "project," "anticipate," "seek," "intend," "estimate," "may," "will," "should," "could," and other expressions that indicate future events and trends. Such forward-looking statements may include, without limitation, information concerning possible or assumed future business and financial performance of our company, the expected completion and timing of the merger and other information relating to the merger. We caution that such forward-looking statements are necessarily based on certain assumptions, which are subject to risks and uncertainties that could cause actual results to materially differ from those contained in these forward-looking statements. Important factors that could cause such differences include, but are not limited to, the following:

        We believe that the assumptions on which our forward-looking statements are based are reasonable. However, we cannot assure you that the actual results or developments we anticipate will be realized or, if realized, that they will have the expected effects on our business or operations. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this proxy statement or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, we do not undertake to release the results of any revisions of these forward- looking statements to reflect future events or circumstances.


THE PARTIES TO THE MERGER AGREEMENT

Cytogen Corporation

        Cytogen, headquartered in Princeton, New Jersey, is a specialty pharmaceutical company dedicated to advancing the treatment and care of patients by building, developing, and commercializing a portfolio of oncology products. Our specialized sales force currently markets two therapeutic products and one diagnostic product to the U.S. oncology market. CAPHOSOL® is an electrolyte solution for the treatment of oral mucositis and dry mouth that is approved in the U.S. as a prescription medical

16



device. QUADRAMET® (samarium Sm-153 lexidronam injection) is approved for the treatment of pain in patients whose cancer has spread to the bone. PROSTASCINT® (capromab pendetide) is a PSMA-targeting monoclonal antibody-based agent to image the extent and spread of prostate cancer.

        We are incorporated in the state of Delaware with our principal executive offices at 650 College Road East, Suite 3100, Princeton, New Jersey 08540-3533, and our telephone number is 609-750-8200.

EUSA Pharma, Inc.

        EUSA is incorporated in the state of Delaware with its headquarters in Doylestown, Pennsylvania, and the headquarters of its European business in Oxford, United Kingdom. EUSA is a rapidly growing specialty pharmaceutical company focused on in-licensing, developing and marketing late-stage oncology, pain control and critical care products. EUSA currently has six products on the market in Europe, including the antibiotic surgical implant Collatamp® G, Erwinase® and Kidrolase® for the treatment of acute lymphoblastic leukemia, and Rapydan®, a rapid-onset anesthetic patch which received Europe-wide approval in late 2007. EUSA also has several products in late-stage development, notably Collatamp® G topical, a gentamicin impregnated collagen sponge for the prevention and treatment of infected skin ulcers, and CollaRx® bupivacaine implant for local post-surgical pain control.

        Founded in 2006, EUSA has approximately 130 employees across Europe, the U.S. and Canada and achieved revenues of approximately $35 million in 2007. EUSA has a pan-European presence covering over 20 countries and a wider distribution network in a further 25 territories. EUSA is privately-held and its stockholders include a consortium of leading life science capital investors, comprising TVM Capital, Essex Woodlands, 3i, Goldman Sachs, Advent Venture Partners, SV Life Sciences, NeoMed and NovaQuest. Since its formation, EUSA has raised over $275 million and completed several significant transactions, including the acquisitions of Talisker Pharma Ltd, a French biopharmaceutical company OPi SA and the European antibiotic and pain control business of Innocoll Pharmaceuticals Inc. EUSA plans to complete further acquisitions and in-licensing within its specialist areas of medical and geographic focus.

        EUSA's address is Heritage Gateway Center, 1980 S. Easton Road, Suite 250, Doylestown, Pennsylvania 18901, USA and its telephone number is 215-230-9620. Its European HQ is based at The Magdalen Centre, Oxford Science Park, Oxford, OX4 4GA, United Kingdom and its telephone number is +44 (0)1865 784255.

EUSA Pharma (USA), Inc.

        EUSA (USA), a Delaware corporation and a wholly-owned subsidiary of EUSA, was formed solely for the purpose of entering into the merger agreement with Cytogen and completing the merger, and has not conducted any business operations. Its address is c/o EUSA Pharma, Inc., Heritage Gateway Centre, 1980 S. Easton Road, Suite 250, Doylestown, Pennsylvania 18901, and its telephone number is 215-230-9620.


THE SPECIAL MEETING

Place, Time and Purpose of the Special Meeting

        This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held at the offices of Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540, on [                    ], May [    ], 2008, beginning at 10:00 a.m. local time, or at any postponement or adjournment thereof. The purpose of the special meeting is for our stockholders to consider and vote upon the approval of the merger agreement. Our stockholders must approve and adopt the merger agreement for the merger to occur. If our stockholders do not approve and adopt the merger agreement, the merger will not occur. A copy

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of the merger agreement is attached to this proxy statement as Annex A. This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about April [    ], 2008.

Record Date and Quorum

        The holders of record of shares of common stock as of the close of business on March [            ], 2008, the record date for the special meeting, are entitled to receive notice of, and to vote at, the special meeting. On the record date, there were [                                    ] shares of common stock outstanding.

        The holders of a majority of the outstanding shares of common stock at the close of business on the record date represented in person or by proxy will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any postponement or adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. Abstentions and broker non-votes, if any, will count for the purposes of determining whether a quorum is present.

Required Vote

        Authorization to consummate the merger requires the affirmative vote of a majority of the outstanding shares of common stock held by stockholders entitled to vote at the special meeting of stockholders. Approval of the proposal to adjourn the meeting, if necessary or appropriate, to solicit additional proxies requires (i) if a quorum exists, a majority of the votes cast by holders of shares of common stock present in person or represented by proxy at the special meeting or (ii) if no quorum exists, a majority in interest of the stockholders present at the special meeting. Abstentions or broker non-votes, if any, will have the effect of a vote against approval and adoption of the merger agreement or the proposal to adjourn the special meeting.

        As of March [    ], 2008, the record date for the special meeting, our directors and executive officers beneficially held [                                    ] shares of common stock, or approximately [                        ]% of the outstanding shares of common stock. Our directors and executive officers have informed us that they intend to vote all of their shares of common stock "FOR" the approval of the merger agreement and "FOR" any adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies. All of our directors and officers holding approximately 1.54% of the outstanding shares of common stock have entered into a voting agreement agreeing to vote for the merger. Additionally, one of our institutional investors entitled to vote an aggregate of approximately 13.83% of our currently outstanding shares of common stock, has executed a voting agreement pursuant to which it has agreed to vote all of its shares of common stock in favor of the merger.

Proxies; Revocation

        If you are a stockholder of record and submit a proxy by returning a signed proxy card by mail, your shares will be voted at the special meeting as you indicate on your proxy card. If no instructions are indicated on your proxy card, your shares of common stock will be voted "FOR" the approval and adoption of the merger agreement and "FOR" any adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

        If your shares are held in "street name" by your broker, you should instruct your broker how to vote your shares using the instructions provided by your broker. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker and they can give you directions on how to vote your shares. Under the applicable rules, brokers who hold shares in "street name" for customers may not exercise their voting discretion with respect to the approval of non-routine matters such as the merger proposal and thus, absent specific instructions from

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the beneficial owner of such shares, brokers are not empowered to vote such shares with respect to the approval of the merger agreement. Abstentions and broker non-votes, if any, will count for purposes of determining whether a quorum is present but will have no effect with respect to the proposal to approve and adopt the merger agreement or with respect to the proposal to adjourn the special meeting. An abstention is counted as a share present and entitled to be voted at the special meeting and will have the same effect as a "no" vote on the merger proposal. A broker "non-vote" occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular matter because the broker or nominee does not have the discretionary voting power with respect to that matter and has not received instructions from the beneficial owner.

        You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must advise us in writing of such revocation or submit by mail a new proxy card dated after the date of the proxy you wish to revoke or attend the special meeting and vote your shares in person, or if your shares were voted via telephone or internet, you may cast a new vote via telephone or Internet. Attendance at the special meeting will not by itself constitute revocation of a proxy.

        Please note that if you hold your shares in "street name" and you have instructed your broker to vote your shares, the options for revoking your proxy described in the paragraph above do not apply and instead you must follow the directions provided by your broker to change your vote.

        We do not expect that any matter other than the approval of the merger agreement (and the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies) will be brought before the special meeting. If, however, any such other matter is properly presented at the special meeting or any adjournment or postponement of the special meeting, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies in accordance with their discretion and judgment.

Adjournments and Postponements

        Although it is not currently expected, the special meeting may be adjourned for the purpose of soliciting additional proxies. Any adjournment may be made without notice (if the adjournment is not for more than thirty days), other than by an announcement made at the special meeting of the time, date and place of the adjourned meeting. In the event of an adjournment, if necessary or appropriate, to solicit additional proxies, the required vote is (i) if a quorum exists, a majority of the votes cast by holders of shares of common stock present in person or represented by proxy at the special meeting or (ii) if no quorum exists, a majority in interest of the stockholders present at the special meeting. If no instructions are indicated on your proxy card, your shares of common stock will be voted "FOR" any adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned.

Solicitation of Proxies

        We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile or other electronic means of communication. These persons will not receive additional or special compensation for such solicitation services. We will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions. We have engaged Georgeson to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements and we estimate that we will pay them a fee of approximately $8,000, and will reimburse

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them for reasonable administrative costs and out-of-pocket expenses incurred in connection with the solicitation.

Special Meeting Admission Procedures

        You should be prepared to present photo identification for admittance at the special meeting in case we decide to require such identification. In addition, if you are a record holder of our common stock, your name is subject to verification against the list of record holders of our common stock on the record date prior to being admitted to the special meeting. If you are not a record holder but hold shares in street name, that is, with a broker, dealer, bank or other financial institution that serves as your nominee, you should be prepared to provide proof of beneficial ownership on the record date, such as your most recent account statement prior to the record date, or similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the special meeting.


THE MERGER

Background of Merger

        Our management and the board of directors have periodically reviewed and evaluated our business strategy and strategic options including potential financings, acquisitions and other strategic transactions in an effort to enhance stockholder value. In early 2007, our management began exploring methods by which to improve Cytogen's strategic position in the industry, including, but not limited to, acquisitions, financing transactions, and strategic alliances. However, during calendar year 2007, Cytogen experienced negative operating results, including a failed launch of SOLTAMOX®, slower-than-anticipated growth of CAPHOSOL®, and flat sales of the Company's existing QUADRAMET® and PROSTASCINT® products.

        By the summer of 2007, Cytogen began receiving general inquiries to gauge interest in potential business combinations with companies seeking to gain access to a commercial-stage oncology business in the U.S. Due to a deteriorating general business climate and the overall difficulty of life science companies to obtain financing, the board of directors of Cytogen began discussing the possible benefit of retaining an investment banker to assist Cytogen in exploring the possibility of strategic alternatives, including a possible sale of Cytogen.

        To this end, on November 2, 2007, the board of directors retained ThinkEquity as its investment bank to evaluate potential strategic alternatives available to Cytogen to enhance the future growth of Cytogen's pipeline and maximize stockholder value. In connection therewith, the board of directors, on November 7, 2007, established a Special Committee for Strategic Alternatives to the board of directors, referred to herein as the Special Committee, to work with ThinkEquity in exploring the possible sale of Cytogen and other strategic alternatives for Cytogen. The Special Committee members are John E. Bagalay, as Chairman, Joseph A. Mollica and James A. Grigsby. The board of directors specifically authorized the Special Committee to monitor and oversee ThinkEquity's engagement with Cytogen and to assist the Company's management and ThinkEquity by overseeing ThinkEquity's activities, communications, information and results generated pertaining to a potential sale of the Company, and to communicate with the board of directors regarding the status and progress of ThinkEquity's engagement.

        From November 2, 2007 through November 7, 2007, ThinkEquity, the board of directors, the Special Committee and Cytogen's management discussed the process to be undertaken by ThinkEquity in identifying and evaluating potential strategic alternatives. On November 7, 2007, ThinkEquity began contacting parties with potential interest in a transaction with Cytogen.

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        On November 5, 2007, via a press release, Cytogen publicly announced the engagement of ThinkEquity to assist Cytogen in identifying and evaluating strategic alternatives intended to enhance the future growth of Cytogen's pipeline and maximize stockholder value.

        On November 6, 2007, following up on an unsolicited letter sent from Bryan Morton, Chief Executive Officer of EUSA, dated June 4, 2007, to Michael Becker, then President and Chief Executive Officer of Cytogen, expressing an interest in partnering EUSA's existing products with those in Cytogen's portfolio, ThinkEquity and Company management met with EUSA to discuss the scenario raised in Mr. Morton's letter. Following such meeting, on November 7, 2007, EUSA's banker, Ferghana Partners Inc., contacted ThinkEquity to advise of EUSA's intent to forward a written offer.

        Also on November 6, 2007, following up on an unsolicited letter sent from another interested party, hereinafter referred to as the Second Party, dated October 15, 2007, to James Grigsby, Chairman of the board of directors of Cytogen and Michael Becker, proposing a business combination, ThinkEquity and certain members of Cytogen's management met with the Second Party to gauge the extent of interest in a potential transaction. The Second Party, in its October 15, 2007 letter, initially proposed a business combination involving cash, stock or some combination thereof.

        On November 9, 2007, the Special Committee met with ThinkEquity to discuss the possible strategic alternatives available to Cytogen. At such meeting, ThinkEquity updated the Special Committee as to the recent discussions with EUSA and the Second Party. On the evening of November 9, 2007, EUSA's banker called ThinkEquity and stated that EUSA was prepared to submit a pre-emptive all cash offer at a premium to market price.

        At a meeting of the board of directors on November 11, 2007, Michael Becker announced, and the board of directors accepted, his resignation from his executive officer and director positions, effective as of the close of business on November 9, 2007 (with Mr. Becker to remain as an employee of Cytogen until November 21, 2007). At that same meeting, William J. Thomas, Cytogen's then current Senior Vice President and General Counsel, announced, and the board of directors accepted, his resignation from his executive officer positions, effective November 16, 2007. Neither Mr. Becker nor Mr. Thomas had any disagreement on any matter relating to Cytogen's operations, policies or practices. In response to such resignations, the board of directors resolved to appoint Kevin G. Lokay, a then current member of the board of directors, as President and Chief Executive Officer of Cytogen. In connection with such appointment, Mr. Lokay stepped down from the Compensation Committee of the board of directors. The board of directors also approved Executive Retention Agreements with each of Cytogen's current executive officers, including Kevin J. Bratton, Senior Vice President, Finance and Chief Financial Officer; William F. Goeckeler, Senior Vice President, Operations; and Stephen A. Ross, Senior Vice President, Sales and Marketing; and one of Cytogen's key employees, Thu Dang, Vice President, Finance. For the terms of such Executive Retention Agreements see "Interests of our Directors and Executive Officers in the Merger" beginning on Page 37.

        In addition, at the November 11 board meeting, after conducting employment- related business, the Special Committee reported to the board of directors regarding recent discussions with ThinkEquity on possible strategic alternatives. ThinkEquity principals, Daniel D'Agostino and Kenneth Moch, presented to the board of directors a business and process update related to their engagement. In the presentation, ThinkEquity presented a financial overview of the industry and identified 258 potential financial investors, strategic investors and strategic acquirors that were initially contacted by ThinkEquity. The strategic acquirors were presented based on their product portfolios and pipelines, their known acquisitions, interests, financial considerations and their familiarity with Cytogen as an independent entity. ThinkEquity suggested that the Company focus on strategic acquirors, rather than financial investors, to realize value beyond Cytogen's historic financial performance. ThinkEquity screened companies that it believed would likely have an interest in any of the Company's three lead marketed products and/or the Company's existing sales and marketing infrastructure. ThinkEquity

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indicated that, since its engagement, it had refined its search and contacted 34 potential public and private strategic acquirors/investors, of which 12 had demonstrated an interest in learning more about Cytogen and the terms of any potential transaction, and had been sent confidentiality agreements by ThinkEquity. After further discussion, 9 of the 12 potential acquirors/investors contacted by ThinkEquity signed the confidentiality agreements and received an information memorandum prepared by ThinkEquity. ThinkEquity stated that it had conducted six management presentations to potential acquirors/investors. At the time of the board of directors meeting, only two companies had expressed interest in participating in a sale process, with EUSA and the Second Party making initial offers.

        On November 12, 2007, the Special Committee met to discuss the Second Party proposal, which had provided a written initial indication of interest for a business combination involving cash, stock or some combination thereof. The Special Committee discussed the terms and conditions of the proposal and the valuation of Cytogen. Based upon its discussions, the Special Committee instructed ThinkEquity to revert back to the Second Party to discuss the offer and ask for additional information. The Special Committee also requested that Kevin Lokay, Cytogen's President and Chief Executive Officer, and Kevin Bratton, Cytogen's Senior Vice President, Finance and Chief Financial Officer, begin working on a precise financial analysis and three-year fiscal budget so as to establish a more accurate valuation of Cytogen.

        At a meeting of the board of directors on November 13, 2007, John Bagalay, representing the Special Committee, updated the board of directors on developments with ThinkEquity related to the November 9th and 12th meetings of the Special Committee. The board of directors, based on the Special Committee's recommendation, formally requested that Messrs. Lokay and. Bratton provide a precise financial analysis and fiscal budget to establish a more accurate valuation of Cytogen. Mr. Bagalay also briefed the board of directors on the Second Party proposal. Mr. Lokay updated the board of directors on business strategies and potential investors, particularly his meetings with potential financial institutions to discuss their possible investment in Cytogen.

        On or about November 14, 2007, after discussions with ThinkEquity, the Second Party declined to revise its initial indication of interest and advised ThinkEquity that, due to its own business reasons, it was declining to submit a final bid. Nevertheless, the Second Party maintained an interest in licensing one of Cytogen's products for the European market and requested that it be kept under consideration. ThinkEquity continued to discuss possible scenarios with the Second Party throughout the bid process. Meanwhile, ThinkEquity continued the bid process with the other potential bidders.

        On November 16, 2007, the Special Committee met to discuss strategic alternatives for Cytogen, including a merger transaction with EUSA, a potential asset divestiture and/or a possible equity financing. The Special Committee reviewed each potential scenario and discussed the benefits and detriments of each to Cytogen and its stockholders. The Special Committee then discussed with ThinkEquity the different proposals and strategic options for Cytogen. ThinkEquity reported an indication of interest and presented to the board of directors the bid proposals received by that date and the list of parties that had agreed to sign confidentiality agreements.

        The Special Committee set a deadline of November 28, 2007 for interested parities to submit a bid. During this period, seven proposals were forwarded to ThinkEquity from interested acquirors/investors, including financial investors (one of which was an individual). The Second Party's limited proposal, as of November 14, 2007, was also retained. During this period, ThinkEquity continued to solicit bid proposals from both financial and strategic bidders and to clarify the proposals that had already been received.

        On November 27, 2007, the Special Committee and its legal advisors at Morgan, Lewis and Bockius LLP, referred to herein as Morgan Lewis, met at the offices of ThinkEquity in New York, New York. The Special Committee reviewed specific bid proposals received by ThinkEquity concerning (i) the potential acquisition of Cytogen; (ii) potential financial investment in Cytogen; and (iii) other

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strategic alternatives. The meeting was begun with a discussion and report by Messrs. D'Agostino and Moch. ThinkEquity, presented seven bid proposals and its analysis thereof, all of which were reviewed and discussed by the Special Committee. ThinkEquity presented two financial recapitalization proposals and five strategic bidder proposals and outlined the consideration for each. The Special Committee asked questions of Messrs. D'Agostino and Moch related to background and history of potential acquirors or investors. Messrs. D'Agostino and Moch responded to these questions and described discussions they had had with each potential acquiror/investor to date. ThinkEquity also indicated that it had received additional responses from potential acquiror/investors and expected to receive bid proposals by November 30, 2007.

        At the November 27, 2007 meeting, the following seven proposals were discussed:

        Of the proposals then received, the Special Committee, with the advice of ThinkEquity, identified the top four bid proposals as appropriate, including that of EUSA. Certain bids were rejected for such reasons as the bids were too low, bids were for assets only and a higher price could be obtained for such assets, and other strategic reasons. The Special Committee discussed with ThinkEquity next steps, and ThinkEquity endeavored to approach the top bidders to request their best and final bids. The Special Committee also requested that ThinkEquity conduct further analysis concerning the valuation of Cytogen and provide guidance regarding the form, structure and consideration of the transaction that would maximize value for the Company and its stockholders. The Special Committee, Morgan Lewis and ThinkEquity also discussed extending the process deadline to allow current and additional bidders more time to submit proposals (i.e., until December 3, 2007) and the need to move forward with a current bid proposal given Cytogen's current cash position. As a final matter, the Special

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Committee requested that Cytogen compile data related to the potential sale of certain of Cytogen's assets.

        Meanwhile, ThinkEquity continued with its bid process to elicit new bid proposals and also re-approached the top bidders to discuss the competitive bid process and the need to submit last and final bid proposals. Each bidder was asked to provide a best and final bid proposal and to outline timing for completion of confirmatory due diligence.

        On November 30, 2007, the Special Committee met via teleconference and was updated by ThinkEquity regarding the ongoing bid process and the likelihood of new bid proposals. Messrs. D'Agostino and Moch of ThinkEquity relayed their recent conversations with potential acquirors/investors and their expectations for the near term. ThinkEquity recommended, and the Special Committee agreed, to allow potential acquirors/investors additional time to prepare last and final bid proposals (until December 3, 2007). The Special Committee then reviewed and discussed current bid proposals. The Special Committee requested that ThinkEquity continue to conduct analyses concerning valuation and provide guidance regarding the form, structure and consideration of the proposed transactions in order to maximize value for the Company and its stockholders.

        The Special Committee met again via teleconference on December 3, 2007 at which time ThinkEquity updated the Special Committee on the current status of the bid proposals received. To date, the primary bid proposals included the top choices, including EUSA and certain other potential acquirors and investors. ThinkEquity updated the Special Committee on discussions with the top choices as well as other potential acquiror/investors to date and again suggested that the Special Committee allow more time for last and final bid proposals. As discussed with ThinkEquity, the Special Committee agreed to extend the bid process in an effort to elicit further bids to maximize the value to Cytogen and its stockholders.

        On December 4, 2007, the Special Committee met via teleconference to discuss with ThinkEquity any updates on new or expected bid proposals. ThinkEquity provided the Special Committee with a report of the current bidding process and a list of bid proposals and responses expected during the remainder of the week. ThinkEquity reiterated requests received by ThinkEquity from multiple potential acquirors/investors to allow additional time for last and final bid proposals. The Special Committee instructed ThinkEquity to work with management of Cytogen to review and value each of the finalist's bid proposals so that the Special Committee could review and begin making definitive decisions. The Special Committee suggested that such information be provided at an in-person meeting of the Special Committee on December 7, 2007. The Special Committee and ThinkEquity then spent time reviewing and discussing the four final bid proposals in more detail than had been discussed at the previous meeting.

        On December 7, 2007, the Special Committee met with Company management, Morgan Lewis and ThinkEquity at the offices of Cytogen. Led by Cytogen's outside counsel, Morgan Lewis, the Special Committee commenced the meeting by reviewing its and the board members' fiduciary duties in the context of a potential (i) acquisition of Cytogen, (ii) financial investment in Cytogen, and/or (iii) other strategic alternatives with Cytogen. The Special Committee then discussed the current process of receiving and evaluating bid proposals from potential acquirors/investors. Kevin Lokay, President and Chief Executive Officer of Cytogen, and Kevin Bratton, Senior Vice President, Finance and Chief Financial Officer of Cytogen, joined the meeting to present to the Special Committee certain financial models and analyses projecting Cytogen's growth potential over the next three years. Models were based upon various industry and market assumptions to illustrate Cytogen's growth potential. The Special Committee then reviewed the various financing and sale alternatives resulting from Messrs. Lokay's and Bratton's presentation. ThinkEquity representatives then joined the meeting to present their calculation of the valuation of Cytogen, describing the assumptions and methodology upon which the calculation of value was based. The Special Committee concluded the meeting by

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discussing the valuation of Cytogen and the various final bid proposals. As of December 7, 2007, seven bids (plus the Second Party's proposal) still continued to be discussed. The Special Committee, however, rejected outright certain of the bids and focused on comparisons between the top bids, including EUSA's bid. Finally, the Special Committee requested that ThinkEquity coordinate with Messrs. Lokay and Bratton to finalize models and analyses of the top bid proposals so that the Special Committee may compare and make definitive decisions.

        On December 10, 2007, a special meeting of the board of directors was held via teleconference. John Bagalay, as Chairman of the Special Committee, updated the board of directors regarding the developments reported to the Special Committee by ThinkEquity on December 7, 2007 and described the current process of receiving bids from potential acquirors/investors, particularly with respect to the final four bids. After Mr. Bagalay's presentation, the board of directors asked questions about the process and the various bid proposals received to date. The board of directors also requested that Morgan Lewis lead a discussion regarding the fiduciary duties related to any potential (i) acquisition of Cytogen, (ii) financial investment in Cytogen, and/or (iii) other strategic alternatives, as well as advise Cytogen on steps that should be taken going forward.

        On December 14, 2007, the Special Committee met via teleconference with Company executives, Morgan Lewis and ThinkEquity. Messrs. Lokay and Bratton updated the Special Committee regarding a meeting with a current licensing partner (the renegotiation of the existing license agreement between Cytogen and the licensing partner being a condition precedent to one of the final four bid proposals). Mr. Lokay discussed the nature and content of the meeting, which concerned an existing licensing agreement and the possible renegotiation of such agreement. Afterwards, the Special Committee asked ThinkEquity to update the Special Committee as to current bid proposals. ThinkEquity discussed the process of the bidding and summarized the status of the process and any recent discussions with potential bidders, including the finalists. ThinkEquity then updated the Special Committee on the status of the financial models requested by the Special Committee which would value each of the received proposals. ThinkEquity planned to have such models ready to present by the scheduled in-person meeting of the board of directors on December 18, 2007.

        The board of directors met on December 18, 2007 at Cytogen's headquarters. Representatives of Morgan Lewis and ThinkEquity were invited by the board. After conducting its general corporate business, the board of directors addressed issues related to the bid process being conducted by ThinkEquity. Company executives, Kevin Lokay, President and Chief Executive Officer, and Kevin Bratton, Senior Vice President, Finance and Chief Financial Officer, presented financial models forecasting Cytogen's current products' growth potential (through various scenarios) over the next three years. The members of the board of directors asked questions regarding the assumptions upon which these models were based. After the executive presentation, ThinkEquity presented the board of directors with a summary of the overall bid process, updating the board of directors as to the status of the current bids received and the process and methods by which the bids were received and evaluated. ThinkEquity went on to describe the most recent interactions with various final bidders and next steps in the process.

        At this same meeting, ThinkEquity presented the board of directors with its valuation of Cytogen in the context of certain strategic and financial scenarios. ThinkEquity explained its methodology and assumptions, and answered questions from the board of directors as it related to such methods, assumptions and scenarios. Finally, ThinkEquity presented financial models for the final bidders which valued and compared the bids received. The board of directors reviewed and discussed all of the financial models and valuations received, offering personal views of the bids and the likelihood of success. The board of directors then unanimously authorized Cytogen to begin negotiating with EUSA to reach a definitive agreement for the sale of Cytogen. The board of directors also authorized the officers of Cytogen to work with ThinkEquity to continue to attempt to raise the bids of two other final bidders so as to begin negotiation to reach a definitive agreement for the sale of Cytogen. After

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presentation by Messrs. Lokay and Bratton regarding the Company's finances, the board of directors discussed cash reserves and burn rate and the need to obtain a bridge financing for the purpose of closing the Cytogen sale transaction. Finally, the board of directors authorized management to solicit proposals from independent investment banks to issue a fairness opinion in connection with any strategic alternative undertaken by the board of directors. After this meeting, Morgan Lewis circulated a draft of the merger agreement to all current bidders.

        On December 21, 2007, McCarter & English, referred to herein as McCarter, counsel to EUSA, provided to Morgan Lewis initial comments to the draft merger agreement. The comments included, among other things, the requirement that certain of Cytogen's stockholders would enter into voting agreements pursuant to which they would agree to vote their shares in favor of the merger. Concurrently with its submission of comments to the draft merger agreement, McCarter notified Cytogen that EUSA would not complete its due diligence until January 11, 2008 at the earliest. Cytogen reviewed EUSA's initial comments of the draft merger agreement.

        The Special Committee met via teleconference on December 28, 2007 with Kevin Lokay, Morgan Lewis and ThinkEquity present at the meeting by invitation of the Special Committee. ThinkEquity presented an update of where current bid proposals stood as well as the content of any discussions with bidders that may have occurred over the Christmas holiday. The Special Committee discussed a current draft of the proposed EUSA merger agreement with the representative from Morgan Lewis, addressing the various issues raised in the comments to the draft merger agreement and potential responses. ThinkEquity then updated the Special Committee regarding the due diligence process being conducted by EUSA and any other bidders still in the running. Morgan Lewis sent to EUSA and McCarter a revised draft of the merger agreement reflecting Cytogen's responses to EUSA's initial comments. At this time, Morgan Lewis also received initial comments to the draft merger agreement from another bidder.

        On December 31, 2007, pursuant to the terms of an earlier engagement letter, the board of directors retained Janney Montgomery Scott LLC, hereinafter referred to as Janney, to render a fairness opinion in connection with the proposed merger with EUSA, or any other strategic alternative undertaken by the board of directors.

        On January 2, 2008, the Special Committee met via teleconference. ThinkEquity provided the Special Committee with an update of its discussions with bidders whose bids were attractive to the Company but not likely to maximize Company and stockholder value. The Special Committee and ThinkEquity discussed how to encourage the potential bidders to continue their due diligence of the Company and increase their respective bids.

        On January 4, 2008, the Special Committee met via teleconference. ThinkEquity provided the Special Committee with an update on the current final bid proposals and the continued discussions with other potential bidders. Morgan Lewis updated the Special Committee regarding recent discussions with McCarter concerning the draft merger agreement and open issues related thereto. ThinkEquity then discussed planned next steps for more in depth due diligence by EUSA.

        Meanwhile, between January 7, and 11, 2008, managements of EUSA and Cytogen met at Cytogen's offices to continue EUSA's due diligence. EUSA met with each member of Cytogen's management team, met various employees and visited one of the manufacturing facilities utilized by the Company. McCarter also continued its legal due diligence during this time.

        On January 10, 2008, the board of directors met via teleconference. Kevin Lokay provided the board of directors with an update regarding the ongoing diligence being conducted by EUSA. Mr. Lokay informed the board of directors of EUSA's desire to have all due diligence completed and a definitive agreement finalized by January 18, 2008. Then, ThinkEquity provided the board of directors with an update on the current bid proposals, including those received from a public biopharmaceuticals

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company, investment fund and private pharmaceuticals company, and discussed the suggested next steps. The board of directors also discussed the contemplated offer of reimbursement of up to $100,000 of diligence expenses to the next highest bidder as a method of keeping other bidders involved in the process, but ultimately decided that such an offer was not in the best interest of the Company at that time.

        On January 11, 2008, EUSA requested additional time to complete its due diligence of Cytogen.

        On January 16, 2008, Kevin Lokay and Bryan Morton, Chief Executive Office of EUSA, met in Philadelphia, Pennsylvania, to discuss outstanding issues concerning the proposed merger. During such meeting, the two executives identified several business issues, deal points and other due diligence issues which required action prior to closing of the merger. They endeavored to resolve the identified issues and work to a final merger agreement.

        On January 18, 2008, the Special Committee met via teleconference. Kevin Lokay provided an update regarding the ongoing negotiations with EUSA concerning the draft merger agreement. Additionally, ThinkEquity provided an update on the current bid proposals received and discussions with other potential bidders. The Special Committee then discussed planned next steps with respect to negotiation with EUSA and other potential bidders.

        On January 21, 2008, an all-hands teleconference took place including members of management of EUSA and Cytogen, and respective counsels to the parties, during which the parties discussed EUSA's current bid proposal, which included a suggested purchase price and several conditions to the closing of the merger. Cytogen endeavored to report EUSA's current bid proposal to its board of directors and respond back to EUSA on its proposal.

        On January 22, 2008, Cytogen's board of directors met to discuss the status of the proposed transaction with EUSA. Kevin Lokay provided the board of directors with an update regarding the ongoing due diligence and negotiations in connection with the transaction. Mr. Lokay informed the board of directors that there were several open issues which needed to be resolved before the merger agreement and the other transactions contemplated thereby could be finalized. After discussing the issues, the board of directors decided it would be in the best interests of the Company and our stockholders to reevaluate previously considered strategic alternatives. Therefore, Mr. Lokay would continue to engage in discussions with EUSA in addition to reinitiating communication with other bidders. The board of directors approved management's position on current negotiations with EUSA and supported further negotiations with EUSA and other bidders in an effort to maximize Company and stockholder value. Later that day, Mr. Lokay communicated the board of directors' decision to Bryan Morton.

        On January 23, 2008, a revised offer letter from EUSA was received by Cytogen.

        On January 25, 2008, Cytogen's board of directors met via teleconference to discuss the status of the proposed transaction with EUSA, including the revised offer letter. Kevin Lokay began the meeting by describing the recent negotiations with EUSA, including recent closing conditions added to the proposed transaction, which arose as a result of due diligence issues. The board of directors discussed and reviewed the material terms of the proposed merger agreement as currently negotiated. The board of directors next discussed the status of alternative transactions presented to the Company and the board of directors. After comparison of the current bid proposal and bid prospects, the board of directors authorized Kevin Lokay to reject EUSA's then current bid proposal and renegotiate. Additionally, the board of directors authorized management to continue discussions with alternative bidders to maximize Company and stockholder value.

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        During the afternoon of January 25, 2008 Kevin Lokay and Bryan Morton spoke via teleconference. Mr. Lokay relayed the board of directors' rejection of EUSA's current bid proposal, and Mr. Morton responded with a willingness to discuss further. On the evening of January 25, 2008, Cytogen distributed a revised merger agreement and term sheet to EUSA describing basic terms to a proposed merger agreement which would be acceptable to Cytogen. From January 25, 2008 through January 28, 2008, EUSA and Cytogen negotiated a term sheet reflecting the material terms and conditions of the proposed merger agreement.

        On January 28, 2008, the board of directors met via teleconference. Kevin Lokay provided the board of directors with an update regarding the ongoing negotiations with EUSA concerning the draft merger agreement. Mr. Lokay presented a substantially finalized term sheet representing the material terms and conditions of the proposed merger agreement between EUSA, EUSA (USA) and Cytogen, including an exclusivity provision whereby Cytogen would exclusively negotiate with EUSA the proposed merger agreement until 4 p.m. (eastern standard time) on Friday, February 1, 2008. The board of directors reviewed the draft term sheet and discussed its terms. The board of directors considered the status of dealings between Cytogen and other potential bidders and the expected next steps. Based upon the discussions, the members of the board of directors authorized Mr. Lokay to execute the term sheet and enter into exclusive negotiations with EUSA with respect to the definitive merger agreement, such definitive agreement to be executed by February 1, 2008, pursuant to the term sheet.

        On February 1, 2008, the board of directors met at Cytogen's headquarters. Kevin Lokay provided the board of directors with an update regarding the ongoing negotiations with EUSA, as well as the ongoing diligence conducted by EUSA. Mr. Lokay described the terms of EUSA's current bid proposal, which included among other things, a decreased purchase price; various adjustments to the purchase price in connection with working capital, settlement costs and transaction costs; and several conditions to closing that were outside of Cytogen's control which EUSA indicated resulted from concerns raised by its due diligence investigation. Mr. Lokay informed the board of directors that certain institutional stockholders, who had signed non-disclosure and standstill agreements and who beneficially owned more than 5% of the outstanding shares of our common stock, had expressed a reluctance to approve the proposed transaction based on the terms of the proposed merger agreement. Mr. Lokay then provided to the board of directors a description of the alternative bids received by the Company, including a proposed asset sale, convertible debt financing and cash/stock merger. After fully discussing the terms of EUSA's offer and the alternative bids received by the Company, the board of directors decided that it was in the best interests of the Company and its stockholders to reject the current bid proposal and draft merger agreement from EUSA and to continue to negotiate alternative transactions with current and potential bidders. Mr. Lokay relayed the board of directors' rejection of EUSA's current bid proposal to EUSA and described changes that would need to be made to the terms of the merger agreement in order for the board of directors to approve the proposed merger.

        On February 4, 2008, EUSA's bankers, Ferghana Partners, contacted ThinkEquity which endeavored to summarize the actions taken prior to February 1st by EUSA and Cytogen to resolve outstanding issues and reiterated EUSA's interest in continuing negotiations in connection with the proposed merger.

        On February 5, 2008, ThinkEquity responded to Ferghana Partners providing its own summary of the events leading up to February 1st and communicated that Cytogen was willing to continue negotiating with EUSA towards consummating the proposed merger.

        On February 8, 2008, the board of directors met via teleconference to discuss the status of current bid proposals for a strategic transaction with the Company, including a proposed asset sale, convertible debt financing and cash/stock merger. Kevin Lokay provided the board of directors with an update regarding the ongoing diligence being performed by the potential bidders and the discussions between

28



the Company and potential bidders. The board of directors also discussed the interactions that took place between the Company and EUSA earlier in the week and potential next steps in the event the Company resumed discussions with EUSA concerning the proposed merger.

        On February 12, 2008, Bryan Morton sent an email to Kevin Lokay regarding potential next steps to be taken in connection with the consummation of the proposed merger. Additionally, Mr. Morton requested an update regarding various issues of concern to EUSA identified during EUSA's due diligence.

        On February 14, 2008, an all-hands teleconference took place including members of management of EUSA and Cytogen, and respective counsels to the parties, during which the parties discussed several business issues and due diligence issues which required action prior to the closing of the merger.

        On February 15, 2008, the board of directors met via teleconference to discuss the status of ongoing negotiations with potential bidders in connection with a potential strategic transaction with the Company. With assistance from ThinkEquity, Kevin Lokay provided the board of directors with an update regarding current negotiations. The board of directors discussed potential steps going forward in connection with consummating a potential strategic transaction.

        On February 19, 2008, the board of directors met at Cytogen's headquarters. After conducting its general corporate business, the board of directors discussed issues relating to the Company's ongoing negotiations with potential bidders in connection with a potential strategic transaction. Kevin Lokay provided the board of directors with an update regarding the status of the bids received by the Company, including the ongoing diligence being performed by potential bidders and the discussions that have taken place between the Company and such bidders. James Grigsby, Chairman of the board of directors of the Company, informed the board of directors that he received a letter from a stockholder concerning the board of directors' efforts to consummate a strategic transaction that would maximize stockholder value. After the board of directors discussed the letter, Mr. Grigsby endeavored to respond to the concerned stockholder with advice from counsel. The board of directors discussed potential next steps going forward toward consummating a strategic transaction with current or potential bidders.

        Between February 20, and February 22, 2008, managements of EUSA and Cytogen met at Cytogen's offices to continue commercial due diligence in connection with the proposed merger.

        On February 29, 2008, Cytogen's board of directors met at Cytogen's headquarters. Kevin Lokay provided the board of directors with an update concerning the current proposals for a strategic transaction with the Company, including a proposed asset sale, a convertible debt financing and a cash/stock merger. Mr. Lokay described the status of the bids received by the Company as of that date, including the status of diligence and negotiations with the potential bidders. The board of directors reviewed the terms of the bid proposals presented to the Company and discussed the positive and negative implications of each bid proposal, focusing on maximizing value to the Company and its stockholders. The board of directors did not approve the current EUSA offer and directed and authorized Cytogen's management to negotiate with a potential financial investor.

        Immediately after the board meeting, Cytogen's management contacted the potential financial investor to begin that process while also contacting EUSA to advise them of the board's decision. EUSA's management then responded to Cytogen with a revised offer which addressed the board's original concerns.

        On March 3, 2008, the board of directors met via teleconference to review and discuss the terms of the most recent revised offer received from EUSA after the February 29 board meeting. After discussing the revised term sheet provided by EUSA, the board of directors authorized management of the Company to negotiate a final merger agreement with EUSA, noting that final approval of the

29



proposed merger transaction would be subject to obtaining a fairness opinion from Janney. The board of directors did not authorize the members of management to agree to an exclusivity period, during which the Company would not engage in discussions with other potential bidders. Additionally, the board of directors requested that the management team continue to negotiate with the potential financial investor in connection with its proposed convertible debt financing with the Company.

        On March 10, 2008, Cytogen's board of directors met to consider the merger agreement and the transactions contemplated thereby as compared to other alternatives available to Cytogen the board of directors began the meeting by discussing the current status of the proposed convertible debt financing and the timing and likelihood completing such transaction. The board of directors next discussed the proposed merger agreement and its findings and likelihood of completion. During the meeting, representatives of Morgan Lewis again reviewed with the board of directors its fiduciary duties in considering the proposed transaction and reviewed the terms and conditions of the merger agreement in detail. Janney reported its financial analysis and delivered to the board of directors its opinion that the merger consideration of $0.62 per share, is fair, from a financial point of view, to the stockholders of Cytogen. After considering the proposed terms of the merger agreement, the Janney fairness opinion, and the various presentations, including a previous presentation from ThinkEquity, Cytogen's board of directors approved the terms of the merger agreement, the transactions contemplated thereby and authorized the execution thereof on behalf of Cytogen and determined to recommend that Cytogen's stockholders approve and adopt the merger agreement. The board of directors also considered and approved the sublicense agreement pursuant to which we have granted EUSA the exclusive rights to commercialize our CAPHOSOL® product in Europe and Asia in exchange for a payment of $10,000,000, $5,000,000 of which will go to exercise our option to acquire such rights and the remaining $5,000,000 will be used for general working capital expenses through closing of the merger. Under the sublicense agreement, we are required to pay EUSA $10,000,000 plus interest if the merger agreement is terminated under certain circumstances, and EUSA is required to relinquish the rights granted thereunder. Later that evening, the merger agreement, voting agreements and sublicense agreement were executed by the parties thereto.

        Throughout the process of identifying and evaluating strategic alternatives presented to the Company, our management team continuously provided the board of directors with updates, which the board reviewed and discussed in detail, about our operations, including among other things, our available cash reserves and burn rate, suggested methods of preserving our cash reserves and retention of our key officers and employees.

Reasons for the Merger

        In reaching their decision to approve and adopt the merger agreement with EUSA, the merger and the other transactions contemplated by the merger agreement, authorize us to enter into the merger agreement and recommend that our stockholders vote to approve and adopt the merger agreement, our board of directors consulted with its financial and legal advisors and our executive management team. The board of directors considered a number of potentially positive factors, including the following material factors:

30


31


        Our board of directors also considered and balanced against the potentially positive factors a number of potentially negative factors concerning the merger, including the following material factors:

32


        During its consideration of the transaction with EUSA, our board of directors was also aware that our directors and executive officers have interests in the merger that are, or may be, different from, or in addition to, those of our stockholders generally, as described under "The Merger—Interests of Our Directors and Executive Officers in the Merger" beginning on page 37.

        After taking into account all of the factors set forth above, as well as others, our board of directors determined that the potentially positive factors outweighed the potentially negative factors. Furthermore, our board of directors determined it to be advisable and in the best interests of our stockholders that we enter into the merger agreement, and that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of our stockholders. The board of directors has unanimously approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommends that our stockholders vote to approve and adopt the merger agreement at the special meeting.

        The board of directors did not assign relative weights to the above factors or the other factors considered by it. In addition, the board of directors did not reach any specific conclusion on each factor considered, but conducted an overall analysis of these factors. Individual members of the board of directors may have given different weight to different factors.

Recommendation of Our Board of Directors

        On March 10, 2008, after evaluating a variety of business, financial and market factors and consulting with our legal and financial advisors, and after due discussion and due consideration, our board of directors unanimously approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement and unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of our stockholders. ACCORDINGLY, OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE MERGER AGREEMENT.

Opinion of Cytogen's Financial Advisor

        The board of directors retained Janney as its financial advisor to review the merger and to render an opinion as to the fairness, from a financial point of view, of the merger consideration to be received by the holders of the common stock of Cytogen. As described herein, Janney's opinion, dated March 10, 2008, together with the related presentation to the board of directors, was only one of many factors taken into consideration by the board of directors in making its determination to approve the merger.

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        At a March 10, 2008 meeting of Cytogen's board of directors, representatives of Janney made a presentation with respect to the merger and rendered to the board of directors its oral opinion that, as of such date, the merger consideration to be received by the holders of Cytogen's common stock was fair, from a financial point of view, to such holders. Janney subsequently confirmed in writing as of the same date that, as of such date, and based on the assumptions made, matters considered and limits of review undertaken by Janney, the merger consideration to be received by the holders of Cytogen's common stock was fair, from a financial point of view, to such stockholders.

        The full text of Janney's written opinion, dated March 10, 2008, which sets forth the assumptions made, matters considered and limitations on review undertaken, is attached to this proxy statement as Annex B and is incorporated herein by reference. Janney's opinion is directed to the board of directors of Cytogen and addresses the fairness of the merger consideration to be received by the holders of Cytogen's common stock from a financial point of view. Janney's opinion does not address the underlying decision of Cytogen to engage in the merger and does not constitute a recommendation to any stockholder as to whether or how Cytogen's stockholders should vote or as to any other action Cytogen's stockholder should take in connection with the merger. The discussion of the Janney opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion.

        In connection with its opinion, Janney reviewed certain publicly available financial information and other information concerning Cytogen and certain internal analyses and other information furnished to it by Cytogen. Janney also reviewed certain non-public information relating to Cytogen, including financial forecasts and projections for Cytogen furnished to us by Cytogen and held discussions with members of senior management of Cytogen concerning this information and the business and operations, assets, present condition and future prospects of Cytogen. Janney did not independently verify any of the information described above and for purposes of its opinion assumed the accuracy, completeness and fairness of all such information. Janney did not make and it was not provided with an independent evaluation or appraisal of the assets of Cytogen. With respect to the financial forecast information furnished by or discussed with Cytogen, Janney assumed that such information was prepared on the basis of reasonable assumptions and reflected the best currently available judgments and estimates of the management of Cytogen as to the likely future financial performance of Cytogen. Janney has also relied, with Cytogen's permission, on Cytogen's information regarding the total number of shares of our common stock outstanding for purposes of Janney's analysis. Janney's opinion is based on market, economic and other conditions as they existed and could be evaluated as of the date of such opinion.

        In reaching its opinion, Janney (i) reviewed the premiums paid in certain recent comparable transactions involving a publicly traded company; (ii) reviewed selected financial and stock market data for Cytogen and certain other publicly traded companies engaged in businesses which Janney believed to be comparable to Cytogen; (iii) reviewed the financial terms of certain recent business combinations which Janney believed to be relevant; (iv) reviewed the terms of the merger agreement in draft form; and (v) performed such other analyses, examinations and procedures, reviewed such other agreements and documents, and considered such other factors, as Janney deemed to be necessary, appropriate or relevant to render an opinion. Janney assumed that the final terms of the merger agreement reviewed by it in draft form would not vary materially from the draft dated March 10, 2008 reviewed by it.

        No company used in the analysis of premiums paid for similar companies, certain other publicly traded companies nor any transaction used in the analysis of selected mergers and acquisitions summarized below are identical to Cytogen or the Merger. In addition, Janney believes that the analysis of premiums paid, of certain other publicly traded companies and the analysis of selected mergers and acquisitions are not simply mathematical. Rather, such analyses must take into account differences in the financial and operating characteristics of these companies and other factors, such as general economic conditions, conditions in the markets in which such companies compete and

34



strategies and operating plans for such companies, that could affect the public trading value and acquisition value of these companies.

        In arriving at its opinion, Janney did not ascribe a specific range of values to Cytogen, but made its determination as to the fairness, from a financial point of view, of the merger consideration to be received by the holders of the common stock of Cytogen on the basis of a variety of financial and comparative analyses, including those described below. The summary of analyses performed by Janney as set forth below does not purport to be a complete description of the analyses underlying Janney's opinion. The presentation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to partial or summary description. The estimates contained in such analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of the business or securities do not purport to be appraisals or to reflect the prices at which businesses, companies or securities actually may be sold. Accordingly, such analyses and estimates are inherently subject to substantial uncertainty. In arriving at its opinion, Janney made qualitative judgments as to the significance and relevance of each analysis and factor considered by it. Accordingly, Janney believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors, without considering all analyses and factors, could create an incomplete view of the processes underlying such analyses and its opinion. Janney expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of Cytogen, or any class of such persons relative to the consideration to be received by the holders of the common stock of Cytogen in the Merger or with respect to the fairness of any such compensation. Janney's opinion was approved by its fairness opinion committee.

        The following is a brief summary of the material factors considered and analyses performed by Janney and presented to the board of directors at its meeting on March 10, 2008.

        Janney identified and analyzed the premiums paid in 18 merger transactions of various values which occurred from September 1, 2006 to January 15, 2008 involving publicly traded companies, which Janney deemed comparable transactions to the merger. Janney performed this analysis to determine the premiums paid in these transactions over the applicable stock price of the target company one day, one week, and one month prior to announcement of the acquisition offer and to compare those premiums to the proposed premiums to be paid in the merger over the same time period.

        18 Comparable Transactions:

 
  % Premium to Announcement
 
 
  1 Day
Prior

  1 Week
Prior

  1 Month
Prior

 
Average   37.1 % 38.5 % 44.0 %
Median   33.6 % 37.7 % 43.3 %
High   93.8 % 69.2 % 87.2 %
Low   5.4 % 3.7 % 2.1 %
Proposed transaction premium   34.8 % 21.6 % 12.7 %

        Using publicly available information, Janney compared the operating and financial performance, capitalization and stock market valuation for Cytogen with respective corresponding data and ratios of

35


certain similar publicly traded companies. Janney selected these companies from the universe of possible companies based upon Janney's view as to the comparability of financial and operating characteristics of these companies to Cytogen. With respect to each such analysis, Janney made such comparisons among the following companies: Aeterna Zentaris, Inc., Carrington laboratories Inc., Oscient pharmaceuticals Corp., Vernalis plc, Aurigan Laboratories Inc., Encysive Pharmaceuticals Inc. and Santons Inc., hereinafter referred to as the Peer Group.

        Janney compared Cytogen's operating statistics and proposed transaction values to the Peer Group. From an operating statistics viewpoint, during the last twelve months ended September 30, 2006, Cytogen's gross margin of 39.6% compared to a Peer Group average of 60.0%. Cytogen's operating margin of -209.5% compared to a Peer Group average of -74.1% and a revenue growth rate of 13.3% versus a Peer Group average of 36.0%.

        Janney then compared the valuation metrics of the Peer Group to Cytogen's current valuation, as well as to the valuation implied by the Merger Consideration. Janney utilized revenue as the comparison metric, as Cytogen as well as the Peer Group companies were all in a loss position. The results of the comparison were as follows:

 
  Enterprise Value
  Revenue Multiple
 
  LTM
  2008
 
  Average
  Median
  Average
  Median
Peer Group   1.0x   0.5x   1.2x   1.1x
Transaction   1.1x   0.7x
 
 
  Market Capitalization
  Revenue Multiple
 
  LTM
  2008
 
  Average
  Median
  Average
  Median
Peer Group   0.7   0.7x   1.0x   1.1x
Transaction   1.1x   0.7x

        Janney reviewed the financial terms, to the extent publicly available, of twelve transactions since September 15, 2005 which Janney deemed comparable to the Merger, or a Comparable Transaction. Janney noted that valuation in any transaction is a function of many characteristics including, but not limited to, revenue levels and growth, margins, pricing dynamics, technology, strength of pipeline and market opportunities. Janney also noted that many transactions in this industry do not disclose terms, and many Comparable Transactions are with targets that do not have comparable costs to Cytogen. Based on its review of the Comparable Transactions, Janney derived what it believed were appropriate valuation metrics based on multiples of revenue. All multiples for the Comparable Transactions were based on information available at the time of announcement of such transaction, without taking into account differing market and other conditions during the period during which such transactions occurred. The results of these calculations were as follows:

 
  LTM Revenue Multiple
 
  Average
  Median
  High
  Low
Comparable Transactions   1.1x   1.1x   1.9x   0.4x
Transaction       1.1x    

        Together, these forgoing analyses helped support Janney's determination that the merger consideration was fair to the holders of Cytogen's common stock from a financial point of view.

36


        For informational purposes for the board of directors, Janney prepared a discounted cash flow analysis of the future unleveraged free cash flows that Cytogen's operations could be expected to generate during various periods using projections provided to Janney by Cytogen. The projected cash flows used for performing the discounted cash flow analysis were provided by management. As Janney discussed with management and the board of directors, the discounted cash flow analysis was performed without taking into account the risks associated with achieving those cash flows, the capital requirements necessary for reaching those objectives or the probability that those cash flows would be achieved. This analysis was not relied upon by Janney in its determination that the merger consideration was fair to the holders of Cytogen's common stock from a financial point of view. Unleveraged free cash flows of Cytogen were projected over a period ending December 31, 2010. A terminal value was calculated utilizing an exit multiple between 1.0x and 3.0x projected revenue in 2010. Such terminal values were based upon a review of the trading characteristics of the common stock of selected publicly traded companies, including the Comparable Companies. The estimated future unleveraged free cash flows and the terminal value were discounted to present values using a range of discounted rates from between 20% and 40%. Janney arrived at such discount rates based on its judgment of the weighted average cost of capital of selected publicly traded companies. Janney arrived at a range of estimated values for the common stock of between $0 and $35.81 million.

        Janney is a nationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of securities, private placements and valuations for corporate and other purposes. The board of directors previously retained Janney in early 2007 to act as its financial advisor based on Janney's qualifications, reputation and experience. Pursuant to the terms of Janney's engagement letter with Cytogen dated December 31, 2007, the fee payable to Janney is $275,000, and this amount is not contingent on the consummation of the merger nor is it contingent on the conclusion reached by Janney in its opinion. In addition, Cytogen has agreed to reimburse Janney for its reasonable out-of-pocket expenses and to indemnify Janney for certain costs, expenses and liabilities related to or arising out of Janney's rendering of services under its engagement as financial advisor, or to contribute to payments Janney may be required to make in respect thereof. In addition to the agreement referenced above, Janney entered into an engagement letter with Cytogen on February 13, 2007 for the purposes of assisting Cytogen in exploring strategic alternatives, and in connection with that engagement, Janney and Cytogen agreed that Janney would provide a fairness opinion in respect of any transaction that resulted during the period of twelve months following the execution of the engagement letter. Upon delivery of the fairness opinion, the February 2007 agreement is superceded in its entirety by the December 2007 agreement. During the two years preceding the date of Janney's fairness opinion, Janney has not had any other material relationship with Cytogen or any of the other parties to the merger.

Interests of Our Directors and Executive Officers in the Merger

        In addition to their interests in the merger as stockholders, certain of our directors and executive officers have interests in the merger that differ from, or are in addition to, your interests as a stockholder. In considering the recommendation of our board of directors to vote "FOR" the approval of the merger agreement, you should be aware of these interests. Our board of directors was aware of, and considered the interests of, our directors and executive officers in approving the merger agreement, the merger and the transactions contemplated by the merger agreement. Except as described below, such persons have, to our knowledge, no material interest in the merger that differs from your interests generally.

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        We have entered into change of control agreements with the following members of our management team: Rita Auld, Vice President, Human Resources; Kevin J. Bratton, Senior Vice President and Chief Financial Officer; Thu Dang, Vice President, Finance; William F. Goeckeler, Senior Vice President, Operations; Kevin G. Lokay, President and Chief Executive Officer; and Stephen A. Ross, Senior Vice President, Sales and Marketing. The agreements provide compensation in the event a covered individual's employment is terminated during the term of the agreement as a result of a change in our control (including consummation of the merger). In the event a covered individual becomes entitled to payments upon termination following the change of control (including consummation of the merger), they will receive twelve months' base salary, a pro rata portion of his or her bonus compensation, the continuation of all benefits, reasonable Company-paid outplacement assistance and certain other accrued rights. EUSA has indicated that it is currently considering the most appropriate organization structure for all employees within its current business and will consider change of control payments in its analysis.

        For the purposes of the change of control agreements, a "change of control" generally is defined to take place when disclosure of such a change would be required by rule(s) promulgated by the Securities and Exchange Commission or when either:

38


        In the event such officers become eligible for such payments following a change of control, based on their current compensation, they would be entitled to the following estimated payments (1):

Ms. Auld   $ 144,825
Mr. Bratton   $ 238,500
Ms. Dang   $ 188,000
Mr. Goeckeler   $ 285,470
Mr. Lokay   $ 400,000
Mr. Ross   $ 244,400

(1)
In addition to receiving 12 months' base salary, each executive is entitled to receive a pro rata portion of his or her bonus compensation, the continuation of all benefits, reasonable Company-paid outplacement assistance and certain other accrued rights. Please note that no bonuses were awarded to executive officers for 2007.

        We have not entered into any change of control agreements with our directors.

        In connection with the execution of the merger agreement, our management executed employment offers from EUSA, the terms of which provide that the change of control agreements between us and our management will be terminated upon consummation of the merger. Pursuant to the terms of the offer letters extended by EUSA to our management, upon closing of the merger, EUSA intends to continue to employ our management on the same terms as they are currently employed, including their current compensation arrangements.

        We have also entered into certain executive retention agreements with each of the following executive officers: Kevin J. Bratton, Senior Vice President, Finance and Chief Executive Officer; William F. Goeckeler, Ph.D., Senior Vice President, Operations; and Stephen A. Ross, Senior Vice President, Sales And Marketing; and the following key employee: Thu Dang, Vice President, Finance. In an effort to retain our valued executive management team, the executive retention agreements provide that if (i) a change of control (as defined in the executive retention agreement) or financing (as defined in the executive retention agreement) occurs prior to June 1, 2008, the executive shall be entitled to fifty percent (50%) of the retention bonus (defined in the executive retention agreement to equal fifty percent (50%) of the executive's current base salary); (ii) on each of June 1, 2008 and December 31, 2008, those executive officers employed by us shall be entitled to fifty percent (50%) retention bonus (defined in the executive retention agreement to equal fifty percent (50%) of the executive's current base salary), less any amounts already paid under the executive retention agreements; and (iii) if the executive's employment with us is terminated by us (other than for cause, disability or death), the executive shall be entitled to (a) a cash payment equal to (1) the executive's base salary through the date of termination to the extent not previously paid and (2) accrued unpaid vacation pay; and (b) the retention bonus, less any amounts paid under the executive retention agreement (defined in the executive retention agreement to equal fifty percent (50%) of the executive's current base salary). All amounts under the executive retention agreements shall be paid to the executive by the board of directors, at its sole discretion, in cash; shares of our common stock (the number of shares as set by the closing price of our common stock as listed on the NASDAQ Global Market on the triggering event's date set forth above); or a combination thereof.

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        Upon becoming president and chief executive officer, Kevin Lokay was awarded the following compensation arrangement:

        Additionally, upon becoming president and chief executive officer, Mr. Lokay, received, in accordance with our 2006 Equity Compensation Plan, as amended, a grant of (i) 350,877 restricted stock units, or RSU's that vest upon the successful completion of a performance milestone established by the compensation committee of the board of directors and expire upon the triggering of the performance milestone event in section (ii); and (ii) 175,439 RSU's that vest upon the successful completion of another performance milestone established by the compensation committee of the board of directors and expire upon the triggering of the performance milestone event in section (i). Mr. Lokay would have been entitled to a greater number of RSUs if the Company raised additional financing, rather than consummating a merger; however, the Company determined that the merger would maximize stockholder value.

        Mr. Lokay also received grants of options as follows: (i) options to purchase 400,000 shares of the Company's common stock, in accordance with the 2004 Stock Incentive Plan, as amended, at an exercise price equal to the higher of the of closing price of the Company's common stock, as listed on the NASDAQ Global Market on December 18, 2007 and $0.57 and vesting at a rate of 25% on each anniversary of the date of grant; and (ii) options to purchase 100,000 shares of the Company's common stock, in accordance with the 2006 Plan, as amended, at an exercise price equal to the higher of the of closing price of the Company's common stock, as listed on the NASDAQ Global Market on December 18, 2007 and $0.57 and vesting at a rate of 25% on each anniversary of the date of grant.

        Each outstanding option, stock equivalent right, warrant or other right to purchase shares of common stock will be canceled upon consummation of the merger and converted into the right to receive an amount (subject to any applicable withholding tax payable without interest) in cash equal to the product of (A) the amount, if any, by which the per share merger consideration exceeds the per share exercise price of such stock option and (B) the number of shares of common stock subject to such stock option immediately prior to the consummation of the merger.

        The following table (i) indicates the number of vested, unvested and total options held by our directors and executive officers on March 14, 2008, (ii) the weighted average exercise price of those options, (iii) the amount that our directors and executive officers are estimated to receive in settlement

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of their respective options if the merger is completed, and (iv) the number and value of any restricted shares or restricted stock units:

Executive Officer/Director
  Vested
Options

  Unvested
Options

  Total
Options(1)

  Weighted Average
Exercise Price

  Total Amount to be
Received Less Exercise Price

  Number of
restricted shares
or restricted
stock units(1)

  Value of
Shares(2)

Kevin G. Lokay   44,333   510,000   554,333   $ 1.38   $ 25,000   175,439   $ 108,772
Kevin J. Bratton   51,999   104,001   156,000   $ 2.55   $ 0      
Stephen A. Ross   0   50,000   50,000   $ 1.59   $ 0      
William F. Goeckeler   111,642   88,000   199,642   $ 6.52   $ 0      
James A. Grigsby   81,700   17,500   99,200   $ 9.11   $ 0      
John E. Bagalay, Jr.    46,100   10,000   56,100   $ 8.85   $ 0      
Allen Bloom   42,000   10,000   52,000   $ 6.62   $ 0      
Stephen K. Carter   45,987   10,000   55,987   $ 8.76   $ 0      
Robert F. Hendrickson   45,700   10,000   55,700   $ 8.71   $ 0      
Dennis H. Langer   20,000   10,000   30,000   $ 3.37   $ 0      
Joseph A. Mollica   20,000   10,000   30,000   $ 3.37   $ 0      

(1)
All options, restricted shares and restricted stock units held by our directors and executive officers (and other employees) will fully vest and become exercisable as of the consummation of the merger.

(2)
Based upon the merger consideration of $0.62 per share.

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        The merger agreement provides that all rights to indemnification existing in favor of any of our employees, directors or officers or any director or officer of our subsidiaries, referred to herein as the indemnified parties, as provided for on March 10, 2008 in the relevant certificate of incorporation, by-laws or equivalent documents of the Company or our subsidiaries, or in certain indemnification agreements, will survive the merger and will continue in full force and effect after the effective time. The merger agreement requires that the surviving corporation purchase a six-year directors' and officers' "tail" insurance policy at the effective time of the merger, comparable to the coverage provided under our current directors' and officers' liability insurance policy. The surviving corporation will not be required to pay a premium for the "tail" insurance in excess of the amount set forth on the exhibit detailing the transaction expenses under the merger agreement.

        In addition, the surviving corporation will, from and after the effective time, indemnify all indemnified parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of the Company or our subsidiaries or as trustees or fiduciaries of any plan for the benefit of our employees, or otherwise on our subsidiaries' behalf, occurring prior to the effective time including the transactions contemplated by the merger agreement.

Delisting and Deregistration of Common Stock

        If the merger is completed, the common stock will be delisted from the NASDAQ and deregistered under the Exchange Act, and we will no longer file periodic reports with the Securities and Exchange Commission.

Material U.S. Federal Income Tax Consequences

        The following discussion summarizes the material U.S. federal income tax consequences of the merger to holders of shares of common stock. This summary is for general informational purposes only and is not tax advice. The information in this section is based on the Internal Revenue Code of 1986, as amended, also referred to herein as the Code, applicable U.S. Treasury regulations issued thereunder, current administrative interpretations of the U.S. Internal Revenue Service, also referred to herein as the IRS, or court decisions, all as of the date hereof. We cannot assure you that future legislation, U.S. Treasury regulations, administrative interpretations and court decisions will not significantly change the current law or adversely affect existing interpretations of current law. Any such change could apply retroactively. No ruling from the IRS has been or will be sought with respect to any of the tax consequences of the merger and the statements in this proxy statement are not binding on the IRS or any court. We can provide no assurance that the tax consequences described below will not be challenged by the IRS or will be sustained by a court if so challenged.

        This summary does not address all aspects of taxation that may be relevant to you in light of your specific circumstances. Except as indicated otherwise, this summary does not address the tax treatment of holders of shares of common stock subject to special treatment under the U.S. federal income tax laws, including, without limitation:

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        For purposes of this discussion, a "U.S. holder" is a beneficial owner of a share of common stock who is for U.S. federal income tax purposes:

        For purposes of this discussion, a "non-U.S. holder" is a beneficial owner of a share of common stock who is for U.S. federal income tax purposes:

        Non-U.S. holders may be subject to different tax consequences than those described below and should consult their tax advisors regarding their tax treatment under U.S. and foreign tax laws.

        If an entity treated as a partnership for U.S. federal tax purposes holds shares of common stock, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the activities of the entity. If you are such an entity, a partner of a partnership or a member of a limited liability company or other entity classified as a partnership for U.S. federal tax purposes holding shares of common stock, you should consult your tax advisor.

        This discussion assumes that your shares are held as capital assets within the meaning of Section 1221 of the Code.

        This summary of certain material U.S. federal income tax consequences is for general information only and is not tax advice. Holders are urged to consult their tax advisors with respect to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

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        General.    The receipt of cash by U.S. holders in exchange for the cancellation of their shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes (and may also be a taxable transaction under applicable state, local, foreign and other income tax laws). In general, a U.S. holder will recognize gain or loss for U.S. federal income tax purposes, which is calculated separately for separate blocks of shares (i.e., shares acquired at different prices at different times), equal to the difference between the amount of cash that the holder receives in exchange for the cancellation of its shares of common stock and the U.S. holder's adjusted tax basis in such canceled shares. This gain or loss will be capital gain or loss and will be long-term capital gain or loss if the shares of common stock have been held for more than one year at the effective time of the merger. Such gain or loss will be short-term capital gain or loss if at the time of the merger the shares of common stock have been held for one year or less. An individual U.S. holder will be subject to tax on net long-term capital gain at a maximum U.S. federal income tax rate of 15% and on net short-term capital gain at ordinary income tax rates. Capital gains of corporate U.S. holders generally are taxable at the regular tax rates applicable to corporations. The deductibility of a capital loss recognized in the exchange is subject to certain limitations under the Code.

        A U.S. holder may be subject to backup withholding at a rate of 28% on the cash payments to which such holder is entitled pursuant to the merger, unless the holder properly establishes an exemption or provides a taxpayer identification number and otherwise complies with the backup withholding rules. Each U.S. holder should complete and sign an IRS Form W-9 and return it to the paying agent, in order to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption applies and is established in a manner satisfactory to the paying agent. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowable as a refund or a credit against a stockholder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

        A non-U.S. holder that receives cash in exchange for the cancellation of its shares of common stock pursuant to the merger generally will not be subject to U.S. federal income tax, unless (i) such holder is an individual who is present in the United States for 183 or more days during the taxable year of such disposition and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the non-U.S. holder, subject to an applicable treaty providing otherwise, or (iii) such holder's shares constitute a "U.S. real property interest" under Section 897(c) of the Code.

        If you are a non-U.S. holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the merger and certain other conditions are satisfied, you will be subject to a 30% tax on your net U.S. source gains from the sale or exchange of capital assets during the taxable year.

        If you are a non-U.S. holder and your gain is effectively connected with a U.S. trade or business, then you will be subject to U.S. federal income tax on your gain on a net basis. Non-U.S. holders that are corporations may also be subject to a branch profits tax on their effectively connected income at a rate of 30% or such lower rate as may be specified in an applicable income tax treaty, subject to adjustments.

        If you are a non-U.S. holder, you may also be subject to U.S. federal income tax on any gain from the sale of your shares if we are or have been a "U.S. real property holding corporation" within the meaning of Section 897(c)(2) of the Code (i) at any time the non-U.S. holder held shares of common

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stock, or (ii) within the five-year period preceding the sale of the shares of common stock if the non-U.S. holder holds shares of common stock for less than five years. We believe that:

        If we were a "U.S. real property holding corporation" or were to become a "U.S. real property holding corporation," a non-U.S. holder would be subject to U.S. federal income tax on gain from its shares if the non-U.S. holder beneficially owned, or had owned at any time during the specified five-year period, more than 5% of the shares of common stock. A non-U.S. holder who beneficially owned no more than 5% of the shares of common stock during the previous five years would not be subject to U.S. federal income tax on gain from its shares if the common stock was treated as "regularly traded on an established securities market" within the meaning of Section 897(c)(3) of the Code.

        An applicable income tax treaty may modify certain of the U.S. federal income consequences to a non-U.S. holder. You should consult your tax advisor regarding your eligibility to qualify under a treaty and the consequences of application of the treaty to you.

        Backup withholding imposed at a rate of 28% and information reporting may apply to the payment of cash received by a non-U.S. holder for shares of common stock pursuant to the merger unless the holder certifies under penalties of perjury to its non-U.S. holder status or otherwise establishes an exemption. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder's federal income tax liability and may entitle such holder to a refund, provided that the required information is furnished to the IRS. To avoid backup withholding, a tendering non-U.S. holder should complete IRS Form W-8BEN or other applicable IRS Form W-8.

        Non-U.S. holders should consult their tax advisors regarding the application of U.S. federal income tax laws, including information reporting and backup withholding, to their particular situations.

        YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE MERGER INCLUDING THE APPLICABILITY AND EFFECT OF UNITED STATES FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS IN YOUR PARTICULAR CIRCUMSTANCES.

Exercising Appraisal Rights

        Holders of shares of our common stock who do not vote in favor of adoption of the merger agreement and who properly demand appraisal of their shares in accordance with the procedures under Section 262 of the General Corporation Law of the State of Delaware, also referred to herein as the DGCL, will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger. A copy of DGCL Section 262 is attached to this proxy statement as Annex D. Holders of stock options for our common stock are not entitled to appraisal rights with respect to such options.

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        Below is a summary of the steps you must take if you are a stockholder and you wish to exercise your appraisal rights. You are strongly urged to read DGCL Section 262 carefully and in its entirety if you are considering the exercise of your appraisal rights. Failure to comply with the procedures set forth in Section 262 may terminate your appraisal rights.

        You must deliver a written demand for appraisal to Cytogen Corporation at 650 College Road East, Princeton, New Jersey 08540, Attention: Kevin J. Bratton, Senior Vice President, Finance, and Chief Financial Officer, before the vote on the merger is taken at the special meeting. A vote against the merger alone will not constitute a valid demand for appraisal, and you therefore must provide written notice separate from your proxy. A demand for appraisal should be signed by or on behalf of the stockholder exactly as the stockholder's name appears on the stockholder's stock certificates. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand should be executed in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including one or more joint owners, may execute a demand for appraisal on behalf of a record holder; however, in the demand, the agent must identify the record owner or owners and expressly disclose that the agent is executing the demand as an agent for the record owner or owners. If the shares are held in "street name" by a broker, bank or nominee, the broker, bank or nominee may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising the rights with respect to the shares held for other beneficial owners; in such case, however, the written demand should set forth the number of shares as to which appraisal is sought and where no number of shares is expressly mentioned the demand will be presumed to cover all shares of our common stock held in the name of the record owner. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

        You must not vote your shares of our common stock for approval of the merger. You can terminate your right to appraisal, even if you have previously filed a written demand for appraisal, if you return a signed proxy and:

        Because a signed proxy that does not contain voting instructions will, unless revoked, be voted in favor of adoption of the merger agreement, if you wish to exercise the right to dissent from the merger and demand appraisal rights under DGCL Section 262, you must vote against the adoption of merger agreement or abstain from voting on the merger agreement proposal.

        You must continuously hold your shares of our common stock from the date you make the demand for appraisal through the completion of the merger.

        If you and Cytogen cannot agree on the fair cash value of your dissenting shares, then within 120 days after the effective date of the merger, either the surviving corporation in the merger or any stockholder who has complied with the conditions of DGCL Section 262 may file a petition in the

46


Delaware Court of Chancery. The petition should request that the court determine the value of the shares of stock held by all of the stockholders who are entitled to appraisal rights. Cytogen has no intention at this time, or any obligation, to file such a petition. If you and Cytogen cannot agree on such a fair cash value and you do not file a petition within 120 days after the effective date of the merger, you will lose your appraisal rights.

        If a petition for appraisal is timely filed, the Delaware Court of Chancery will determine the stockholders who are entitled to appraisal rights. The Delaware Court of Chancery will then determine the fair value of the applicable shares held by the dissenting stockholders, exclusive of any value arising from the accomplishment or expectation of the merger, but together with a fair rate of interest, if any, to be paid on the amount determined to be the fair value. In determining fair value, the court will consider all relevant factors, and there is extensive case law regarding the methodology and factors that the court can consider. The Delaware Court of Chancery may determine the fair value to be more than, the same as, or less than the merger consideration. The costs and expenses of the appraisal proceeding may be assessed against Cytogen and the dissenting stockholders, as the court deems equitable under the circumstances. However, you may request that the Delaware Court of Chancery allocate the expenses of the appraisal action incurred by any stockholder against the value of all of the shares entitled to appraisal. Determinations by the Delaware courts are subject to appellate review by the Delaware Supreme Court.

        You may withdraw your demand for appraisal and accept the merger consideration by delivering to us a written withdrawal of your demand, except that (1) any attempt to withdraw your demand for appraisal made more than 60 days after the completion of the merger will require the written approval of us, and (2) an appraisal proceeding in the Delaware Court of Chancery cannot be dismissed unless the court approves such dismissal.

        Failure to follow the steps required by DGCL Section 262 for exercising appraisal rights may result in the loss of such rights (in which event a Cytogen stockholder will be entitled to receive the applicable merger consideration with respect to such dissenting shares in accordance with the merger agreement). In view of the complexity of the provisions of DGCL Section 262, Cytogen stockholders who are considering objecting to the merger are urged to consult their own legal advisors.

Regulatory Approvals

        Under the merger agreement, we and the other parties to the merger agreement have agreed to use our reasonable best efforts to complete the transactions contemplated by the merger agreement in the most expeditious manner practicable, including obtaining all necessary governmental approvals.

        General.    Except for the filing of a Certificate of Merger with the Secretary of State of the State of Delaware at or before the effective date of the merger, we are unaware of any material federal, state or foreign regulatory requirements or approvals required for the execution of the merger agreement or completion of the merger. It is possible that any of the governmental entities with which filings are made may seek, as conditions for granting approval of the merger, various regulatory concessions. Cytogen can provide no assurance that EUSA or Cytogen will be able to satisfy or comply with these conditions or be able to cause their respective subsidiaries to satisfy or comply with these conditions, or that compliance or noncompliance will not have adverse consequences for EUSA after completion of the merger, or that the required regulatory approvals will be obtained within the time frame contemplated by EUSA and Cytogen and referred to in this proxy statement or on terms that will be satisfactory to EUSA and Cytogen. For further information, see "The Merger Agreement—Conditions to Consummation of the Merger" on page 50.

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THE AGREEMENT AND PLAN OF MERGER

        The following summary describes certain material provisions of the merger agreement, which is included in this proxy statement as Annex A and is incorporated by reference into this proxy statement. This summary may not contain all the information about the merger agreement that is important to you and is qualified in its entirety by reference to the attached merger agreement. You are encouraged to read the merger agreement carefully in its entirety.

        The representations, warranties and covenants contained in the merger agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed by the contracting parties, including being qualified by disclosures exchanged between the parties in connection with the execution of the merger agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

Form of Merger

        Upon the terms and subject to the conditions of the merger agreement and in accordance with Delaware law, at the effective time of the merger, EUSA (USA) will be merged with and into Cytogen. As a result of the merger, the separate corporate existence of EUSA (USA) will cease and Cytogen will continue as a direct wholly-owned subsidiary of EUSA, and Cytogen is sometimes referred to as of and after such time as the surviving corporation. Following completion of the merger, Cytogen's common stock will cease to be quoted on NASDAQ, will be deregistered under the Exchange Act, and will no longer be publicly traded. Cytogen will be a privately held corporation and our current stockholders will cease to have any ownership interest in Cytogen or rights as stockholders of Cytogen. Therefore, our current stockholders will not participate in any future earnings or growth of Cytogen and will not benefit from any appreciation in the value of Cytogen.

Consummation and Effectiveness of the Merger

        Unless otherwise agreed to by the parties, the closing date for the merger will occur no later than the second business day after the satisfaction or waiver of the conditions to the consummation of the merger set forth in the merger agreement as described under "Conditions to Consummation of the Merger" beginning on page 50. The effective time of the merger will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware.

Consideration to be Received in the Merger

        Cytogen common stock.    At the effective time of the merger, each share of Cytogen common stock issued and outstanding immediately prior to the effective time of the merger, other than shares held in treasury and shares owned by EUSA (USA), will automatically be converted into the right to receive $0.62 in cash, without interest, less any required withholding taxes, pursuant to the terms of the merger agreement. In the event that we were to discover that additional shares of our common stock is outstanding that we currently are unaware of, or we issue additional shares of our common stock in the form of equity awards above the amounts that we currently intend to award, the calculation of the total merger consideration could, theoretically, exceed $22.6 million, but, in such event, the per share merger consideration of $0.62 shall be incrementally reduced, if necessary, to ensure that the total merger consideration does not exceed $22.6 million. After the merger is effective, each holder of a certificate representing any shares of Cytogen common stock will no longer have any rights with respect to the shares, except for the rights to receive the merger consideration, as adjusted, without interest and less any required withholding taxes.

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        Options, Stock Equivalent Rights, Warrants and Other Rights.    Each outstanding option, stock equivalent right, warrant or other right to acquire shares of Company common stock will be canceled upon consummation of the merger and converted into the right to receive an amount (subject to any applicable withholding tax payable without interest) in cash equal to the product of (A) the amount, if any, by which the per share merger consideration exceeds the per share exercise price of such stock option and (B) the number of shares of common stock subject to such stock option immediately prior to the consummation of the merger.

        Appraisal Rights.    Generally, under the DGCL, a stockholder of common stock of a company that is listed on a national securities exchange is not entitled to assert appraisal rights. However, there is an exception in the case of a merger by which the stockholders of the target corporation only receive cash in consideration of the merger. Therefore, you are entitled to assert appraisal rights in connection with the merger. The merger agreement provides as a condition to closing that the number of shares of common stock held by stockholders demanding appraisal rights does not represent more than 10% of the Company's outstanding common stock or the effective date of the merger.

Procedures for Surrender of Certificates and Payment

        As promptly as reasonably practicable following the effective time of the merger, the paying agent appointed by EUSA will mail to each person who was a holder of record of Cytogen common stock immediately prior to the effective time a letter of transmittal that will contain instructions for use in effecting the exchange of the certificates representing our common stock.

        Upon surrender to the paying agent of a certificate representing outstanding shares of Cytogen common stock for cancellation, together with a duly completed and executed letter of transmittal, the holder of such certificate will be entitled to receive in exchange a check representing the applicable amount of cash that such holder has the right to receive after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon surrender of the certificates.

        YOU SHOULD NOT RETURN YOUR STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD, AND YOU SHOULD NOT FORWARD YOUR STOCK CERTIFICATES TO THE PAYING AGENT WITHOUT A PROPERLY COMPLETED LETTER OF TRANSMITTAL.

        You will not be entitled to receive the merger consideration until you surrender your stock certificate or certificates (or effective affidavit of loss in lieu thereof) to the paying agent, together with a properly completed and duly executed letter of transmittal and any other documents as may be reasonably requested by the paying agent. If a transfer of ownership of shares is not registered in the transfer records of Cytogen, cash to be paid upon due surrender of the stock certificate may be paid to the transferee if the stock certificate formerly representing the shares is presented to the paying agent accompanied by all documents required to evidence and effect the transfer and to evidence that any applicable stock transfer taxes have been paid.

        EUSA, Cytogen or the paying agent will be entitled to deduct and withhold from the merger consideration otherwise payable to any person such amounts as may be required to be deducted and withheld with respect to the making of such payments under the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, or under any provision of state, local or foreign tax law.

Charter, Bylaws, Directors and Officers

        When the merger is completed, the certificate of incorporation and bylaws of the surviving corporation will be those of EUSA (USA) in effect immediately prior to the effective time. The directors of EUSA (USA) at the effective time of the merger will continue as the directors of the

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surviving corporation. The officers of Cytogen at the effective time of the merger will continue as officers of the surviving corporation.

Conditions to Consummation of the Merger

        The obligations of the parties to consummate the merger are subject to the satisfaction or waiver on or prior to the date of closing of the following conditions:

        The obligations of EUSA and EUSA (USA) to effect the merger are subject to satisfaction or waiver at or prior to the closing of the merger of, among other things, the following additional conditions:

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        Our obligations to effect the merger are subject to satisfaction or waiver at or prior to the closing of the merger of, among other things, the following additional conditions:

Representations and Warranties

        The merger agreement contains representations and warranties made by us to EUSA and EUSA (USA), and by EUSA and EUSA (USA) to us, and may be subject to important limitations and qualifications agreed to by the parties in connection with negotiating the terms of the merger agreement. In particular, the representations may be made only as of a specified date, may be subject to specific contractual exclusions, may be subject to contractual standards of materiality different from those generally applicable to public disclosures to stockholders, may be subject to the knowledge of limited individuals at the Company or may have been used for the purpose of allocating risk among the parties rather than establishing matters of fact. For the foregoing reasons, you should not rely on the representations and warranties contained in the merger agreement as statements of factual information.

        Our representations and warranties relate to, among other things:

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        Many of our representations and warranties are qualified by a "material adverse effect" standard. The merger agreement provides that a material adverse effect means, with respect to Cytogen, any change in or effect on the business, assets, liabilities, properties, prospects, results of operation or

52



condition (financial or otherwise) of the Company or any of its subsidiaries that is or could reasonably be expected to be materially adverse to the Company and its subsidiaries, taken as a whole, other than any change, effect, event or occurrence to the extent arising out of or resulting from:

        Material adverse effect with respect to Cytogen also means any change in or effect on the business, assets, liabilities, properties, prospects, results of operation or condition (financial or otherwise) of the Company or any of its subsidiaries that could, or could reasonably be expected to, prevent or materially delay or materially impair the ability of the Company or any of its subsidiaries to perform their obligations under the merger agreement or consummate the merger and the other transactions contemplated by the merger agreement.

        The merger agreement contains customary representations and warranties of EUSA and EUSA (USA), including representations and warranties relating to, among other things:

        The representations and warranties of each party to the merger agreement will expire upon completion of the merger or termination of the merger agreement.

Conduct of Business by Cytogen Prior to Consummation of the Merger

        We have agreed in the merger agreement that prior to the effective time of the merger, we will and will cause each of our subsidiaries to:

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        Further, subject to certain exceptions, we have agreed that until the consummation of the merger, we will not, and will cause each of our subsidiaries not to, without the prior written approval of EUSA:

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        Additionally, we have agreed in the merger agreement, promptly following execution of the merger agreement, to establish a management consulting committee, or MCC, which shall consist of a minimum of six (6) persons with Cytogen and EUSA each entitled to appoint three (3) members. The MCC shall exist for a term beginning on March 10, 2008 and terminate on the earlier of (i) termination of the merger agreement; and (ii) the Effective Time. The MCC shall be a forum for information sharing with respect to the operations and working capital of Cytogen between March 10, 2008 and the earlier of the (i) termination of the merger agreement; and (ii) the Effective Time. The MCC shall meet at least twice during every calendar month during the period beginning March 10, 2008 and terminating on the earlier of (i) termination of the merger agreement; and (ii) the Effective Date. The MCC shall have no decision making authority with respect to the parties, but shall have the right to consultation with respect to the operations and working capital of Cytogen during the applicable period.

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        The merger agreement requires that we, as promptly as practicable, call and hold a special meeting of our stockholders for the purpose of voting upon the adoption of the merger agreement, even if we change our recommendation that our stockholders vote in favor of adopting the merger agreement, unless the merger agreement is terminated as described below in "Termination of the Merger Agreement".

Covenants of EUSA Pursuant to the Merger Agreement

        The merger agreement provides that EUSA will do the following:

Restrictions on Solicitations

        The merger agreement provides that we will not, and will not authorize or permit, directly or indirectly, any of our representatives to:

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        Notwithstanding these restrictions, the merger agreement provides that if we receive a bona fide unsolicited third party proposal that our board of directors determines in good faith constitutes, or is reasonably likely to constitute, a superior proposal, after receiving advice from our independent legal and financial advisors, our board of directors determines in good faith, after consultation with our independent legal and financial advisors, that the failure to participate in negotiations or discussions or to furnish information or date would constitutes a breach of our board of directors' fiduciary duties, we have obtained an executed confidentiality agreement with the third party with terms no more favorable than our confidentiality agreement with EUSA, and we provide EUSA with at least three business days' prior notice of such determination by our board of directors, we may:

        The merger agreement does not prevent us from complying with applicable laws with regard to making public disclosures of an acquisition proposal.

        Our board of directors is permitted to withhold, withdraw, amend, modify or change its recommendation to vote in favor of the merger and, in the case of a tender offer or exchange offer made directly to the our stockholders, recommend that our stockholders accept the tender or exchange offer, if all of the following conditions are satisfied:

        The merger agreement generally defines the term "third party proposal" to mean any contract, proposal or offer (including any proposal or offer to our stockholders) with respect to a proposed or

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potential acquisition transaction. The merger agreement defines the term "acquisition transaction" to mean:

        The merger agreement provides that the term "superior proposal" means an unsolicited bona fide third party proposal pursuant to which a person (or its stockholders) would own, if consummated, all or substantially all of the outstanding capital stock of the Company (or of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or all or substantially all the assets of the Company and its subsidiaries taken as a whole on terms that the board of directors of the Company determines, in its good faith judgment (based on the advice of a financial advisor), to be more favorable to the Company stockholders from a financial point of view than the terms of the merger and with any financing required to consummate the transaction contemplated by such third party proposal committed or likely, in the good faith judgment of the board of directors of the Company (based on the advice of a financial advisor), to be obtained by such third party on a timely basis.

Termination of the Merger Agreement

        The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after stockholder approval has been obtained, as follows:

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Expenses and Termination Fees

        Except for termination fees and expenses as described below, all costs and expenses incurred in connection with the merger agreement, the merger and the other transactions contemplated by the merger agreement will be paid by the party incurring those costs or expenses.

        Fees and Expenses Payable by EUSA.    EUSA will pay us a termination fee equal to 5% of the total merger consideration, including up to $500,000 for reimbursement of expenses, if the merger agreement is terminated by us due to EUSA's breach of any representation, warranty, covenant or agreement contained in the merger agreement. Unless otherwise provided in the merger agreement, any termination of the merger agreement by us will not result in any financial payment by EUSA or other remedy in equity or law.

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        Fees and Expenses Payable by Cytogen.    We will pay to EUSA a termination fee equal to 5% of the total merger consideration, including up to $500,000 for reimbursement of expenses, if the merger agreement is terminated:

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        Unless otherwise provided in the merger agreement, any termination of the merger agreement by EUSA will not result in any financial payment by us or other remedy in equity or law.

Other Consequences of Termination

        In the event that the merger agreement is terminated due to the consummation of a superior proposal, as defined in the merger agreement, or a financing or asset sale without EUSA's approval which is deemed to be a breach by us under the covenants of the merger agreement, (i) EUSA will return to Cytogen the rights granted under the sublicense agreement and we will pay EUSA $10,000,000 plus interest calculated at 4% per annum for (i) the period of time between the effective date and the closing of the superior proposal, or (ii) the period of time between the termination of the merger agreement and the closing of the financing or asset sale, as applicable.

Reasonable Best Efforts and Consents

        Cytogen, EUSA (USA) and EUSA will each use their reasonable best efforts to take, or cause to be taken, all action, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, as promptly as practicable, all things necessary, proper or advisable under applicable laws and regulations to:

Employee Benefits

        Following the consummation of the merger, the surviving corporation has generally agreed to honor the employment, severance and fiscal year 2007 bonuses to which we or any of our subsidiaries are a party. The surviving corporation will have the right to terminate employment or change the place of work, responsibilities, status or designation of any employee or group of employees as it may determine in the exercise of its business judgment and in compliance with applicable law.

        In addition, we will take actions necessary to cause dispositions of our shares and options by directors and officers to be exempt under Rule 16b-3 under the Exchange Act.

        Prior to the existence of the current employee benefit plans, we granted stock options under the 1988 Non-Employee Director Plan, 1989 Outside Consultant Plan, 1995 Stock Option Plan, as amended, and 1999 Non-Employee Director Plan. We no longer grant stock options under those plans, but stock option grants exercisable for shares of our common stock remain outstanding under those plans. Cytogen's 2004 Stock Incentive Plan, Cytogen's 2004 Non-Employee Director Stock Incentive Plan and Cytogen's 2006 Equity Compensation Plan will terminate and the provisions for the issuance or grant of any other interest in respect of capital stock of Cytogen or our subsidiaries will be canceled, including options to purchase 1,000 shares of common stock issued to Kevin Lokay in January 2001 outside of any of our employee benefit plans.

61


Treatment of Equity Awards

        Each outstanding option, stock equivalent right, warrant or other right to purchase shares of common stock will be canceled and converted into the right to receive an amount (subject to any applicable withholding tax) equal to the product of (A) the amount, if any, by which the per share merger consideration exceeds the per share exercise price of such stock option and (B) the number of shares of common stock subject to such stock option immediately prior to the consummation of the merger.

Indemnification and Insurance

        EUSA agrees that all rights to indemnification existing on March 10, 2008, in favor of any of our employees, directors or officers or any director or officer of our subsidiaries as provided for in the relevant certificate of incorporation, bylaws or equivalent documents of Cytogen or our subsidiaries or in certain indemnification agreements will survive the merger and will continue in full force and effect from and after the effective time of the merger.

        In addition, the surviving corporation will purchase a six-year "tail" insurance policy at the effective time of the merger, comparable to the coverage provided under our current directors' and officers' insurance policy. The surviving corporation will not be required to pay a premium for the "tail" insurance in excess of the amount set forth on the exhibit detailing the transaction expenses under the merger agreement.

Amendment and Waiver

        Any provision of the merger agreement may be amended, pursuant to a writing signed by each party, or waived pursuant to a writing signed by the party from whom the waiver is to be effective, provided that, after the adoption of the merger agreement by our stockholders, no amendment or waiver may be made which by law requires further approval by our stockholders without such further approval.

Voting Agreements

        Concurrently with the execution of the merger agreement, all of our officers and directors, entered into a voting agreement with EUSA and EUSA (USA). Subject to the terms of the voting agreement, each of the officers and directors has agreed to vote all the shares of common stock they own to approve and adopt the merger agreement and the merger and any other related agreements and actions related thereto. The voting agreement requires that the officers and directors not vote in favor of certain proposals, including, among others:

        The officers and directors who are parties to the voting agreement are entitled to vote approximately 1.54% of the currently outstanding shares of the Company. Additionally, one of our institutional investors entitled to vote an aggregate of approximately 13.83% of our currently outstanding shares of common stock, has executed a voting agreement pursuant to which it has agreed to vote all of its shares of common stock in favor of the merger.

        Each of the stockholders who are parties to the voting agreement are prohibited from soliciting, initiating, encouraging or facilitating any inquiries or the making of any takeover proposal. However, each of the officers and directors who are parties to the voting agreement are permitted to exercise his

62



or her fiduciary duties in his or her capacity as an officer or director of Cytogen in accordance with the terms of the merger agreement. The voting agreement will terminate on the earlier of the consummation of the merger and the termination of the merger agreement in accordance with its terms.

        A copy of the form of voting agreement is attached as Annex C to this proxy statement and we incorporate it by reference into this proxy statement. The foregoing summary of the voting agreement does not purport to be complete and may not contain all the information about the voting agreement that is important to you. We urge you to read the voting agreement carefully and in its entirety.

Sublicense Agreement with EUSA

        We have entered into a sublicense agreement with an affiliate of EUSA for European and Asian rights to the Company's CAPHOSOL® product whereby we have granted to EUSA the exclusive rights to commercialize CAPHOSOL® in Europe and Asia in exchange for a payment of $10,000,000, $5,000,000 of which will go to exercise our option to acquire such rights and the remaining $5,000,000 will be used for general working capital expenses through closing of the merger. Such sublicense agreement was executed by the parties on March 10, 2008 and the $10,000,000 will be paid by EUSA upon filing of this proxy statement and receipt of a consent by the inventors to the sublicense. In the event that the merger agreement is terminated due to the consummation of a superior proposal, as defined in the merger agreement, or a financing or asset sale without EUSA's approval which is deemed to be a breach by Cytogen under the covenants of the merger agreement, EUSA will return to us the rights granted under the sublicense agreement and we will pay EUSA $10,000,000 plus interest calculated at 4% per annum for either (i) the period of time between the effective date and the closing of the superior proposal, or (ii) the period of time between the termination of the merger agreement and the closing of the financing or asset sale, as applicable; and

Alternatives to the Merger

        If we are unable to consummate the merger with EUSA, we will need to raise additional capital in the second quarter of 2008. Our cash and cash equivalents were $8.9 million as of December 31, 2007. During the year ended December 31, 2007, net cash used in operating activities was $31.1 million. We expect that our existing capital resources at December 31, 2007, should be adequate to fund our operations and commitments into the second quarter of 2008. We have incurred negative cash flows from operations since our inception, and have expended, and expect to continue to expend in the future, substantial funds to implement our planned product development efforts, including acquisition of complementary clinical stage and marketed products, research and development, clinical studies and regulatory activities, and to further our marketing and sales programs. We expect that our existing capital resources at December 31, 2007, should be adequate to fund our operations and commitments into the second quarter of 2008. However, we cannot assure you that our business or operations will not change in a manner that would consume available resources more rapidly than anticipated. We expect that we will have additional requirements for debt or equity capital, irrespective of whether and when we reach profitability, for further product development costs, product and technology acquisition costs, and working capital.

        If we are unable to raise additional financing, we will be required to reduce our capital expenditures, scale back our sales and marketing or research and development plans, reduce our workforce, license to others products or technologies we would otherwise seek to commercialize ourselves, sell certain assets, cease operations or declare bankruptcy. There can be no assurance that we can obtain equity financing, if at all, on terms acceptable to us. Our future capital requirements and the adequacy of available funds will depend on numerous factors, including: (i) the successful commercialization of our products; (ii) the costs associated with the acquisition of complementary clinical stage and marketed products; (iii) progress in our product development efforts and the

63



magnitude and scope of such efforts; (iv) progress with clinical trials; (v) progress with regulatory affairs activities; (vi) the cost of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights; (vii) competing technological and market developments; and (viii) the expansion of strategic alliances for the sales, marketing, manufacturing and distribution of our products. To the extent that the currently available funds and revenues are insufficient to meet current or planned operating requirements, we will be required to obtain additional funds through equity or debt financing, strategic alliances with corporate partners and others, or through other sources. We cannot assure you that the financial sources described above will be available when needed or at terms commercially acceptable to us. If adequate funds are not available, we may be required to delay, further scale back or eliminate certain aspects of our operations or attempt to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates, products or potential markets. If adequate funds are not available, our business, financial condition and results of operations will be materially and adversely affected.

        On November 5, 2007, we received notification from The NASDAQ Stock Market, or NASDAQ, that we are not in compliance with the $1.00 minimum bid price requirement for continued inclusion on the NASDAQ Global Market pursuant to Marketplace Rule 4450(a)(5). The closing price of our common stock has been below $1.00 per share since September 24, 2007. The letter states that we have 180 calendar days, or until May 5, 2008, to regain compliance with the minimum bid price requirement of $1.00 per share. We can achieve compliance, if at any time before May 5, 2008, our common stock closes at $1.00 per share or more for at least 10 consecutive business days. If compliance with NASDAQ's Marketplace Rules is not achieved by May 5, 2008, NASDAQ will provide notice that our common stock will be delisted from the NASDAQ Global Market. In the event of such notification, we would have an opportunity to appeal NASDAQ's determination. If faced with delisting, we may submit an application to transfer the listing of our common stock to the NASDAQ Capital Market.

        Additionally, if we are unable to consummate the merger with EUSA, our common stock may be delisted by NASDAQ. If delisted, our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets where an investor may find it more difficult to dispose of or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to "penny stock" regulations promulgated by the Securities and Exchange Commission that, if we fail to meet criteria set forth in such regulations, imposes various practice requirements on broker-dealers who sell securities governed by the regulations to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. There can be no assurance that we will be able to maintain the listing of our common stock on NASDAQ. Delisting from NASDAQ would make trading our common stock more difficult for investors, potentially leading to further declines in our share price. It would also make it more difficult for us to raise additional capital. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our shareholders to sell our common stock in the secondary market.


ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING

        We are asking our stockholders to vote on a proposal to adjourn or postpone the special meeting, if necessary or appropriate, in order to allow for the solicitation of additional proxies if there are insufficient votes at the time of the meeting to approve and adopt the merger agreement.

        OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE APPROVAL OF ANY PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT

64



ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.


MARKET PRICE OF OUR COMMON STOCK

        Our common stock is listed on the NASDAQ under the trading symbol "CYTO." The following table sets forth the high and low bid prices per share of common stock on the NASDAQ for the periods indicated.

 
  High
  Low
2008            
First Quarter   $ [      ]   $ [    ]
2007            
Fourth Quarter   $ 0.80   $ 0.43
Third Quarter   $ 1.70   $ 0.76
Second Quarter   $ 2.59   $ 1.89
First Quarter   $ 2.72   $ 1.87
2006            
Fourth Quarter   $ 6.87   $ 2.15
Third Quarter   $ 2.58   $ 1.91
Second Quarter   $ 3.73   $ 2.42
First Quarter   $ 3.62   $ 2.75
2005            
Fourth Quarter   $ 4.09   $ 2.71
Third Quarter   $ 5.47   $ 3.68
Second Quarter   $ 5.95   $ 3.46
First Quarter   $ 15.72   $ 5.44

        The closing sale price of a share of common stock on the NASDAQ on March 10, 2008, which was the last trading day before we announced the merger, was $0.46. On [                        , 2008], the last day of trading before the printing of this proxy statement, the closing price of a share of common stock on the NASDAQ was $[  ]. You are encouraged to obtain current market quotations for the common stock in connection with voting your shares.

        As of [                        ,] 2008, the last day of trading before the printing of this proxy statement, there were [            ] registered holders of our common stock.

        We have never paid any cash dividends on our common stock and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain any future earnings to fund the development and growth of our business. Any future determination to pay dividends will be at the discretion of our board of directors.

65



PROJECTED FINANCIAL INFORMATION

        We do not, as a matter of course, make public projections as to future performance or earnings and are especially wary of making projections for extended earnings periods due to the inherent unpredictability of the underlying assumptions. However, in connection with the strategic alternatives review process, our management provided certain projections to potential buyers, ThinkEquity and Janney, which projections were based on our management's projection of our future financial performance as of the date they were provided. We have included below the material portions of these projections to give our stockholders access to certain nonpublic information prepared for purposes of considering and evaluating the merger. The inclusion of this information should not be regarded as an indication that we, the Special Committee, our board of directors, ThinkEquity, Janney or EUSA considered, or now considers, this information to be predictive of actual future results, and such data should not be relied upon as such.

        We advised ThinkEquity, Janney and EUSA that the internal financial information, upon which the projections were based, are subjective in many respects. The projections reflect numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, all of which are difficult to predict and are beyond our control. The projections also anticipate favorable assumptions related to our business that are inherently subject to significant economic, political, development, technology, market, regulatory, financial and competitive uncertainties, all of which are difficult to predict and many of which are beyond our control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected.

        The financial projections were prepared for internal use and not with a view toward public disclosure or toward complying with GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Our independent registered public accounting firm, KPMG LLP, has neither examined nor compiled the projections and, accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The KPMG LLP report included in documents that are incorporated by reference in this proxy statement relates to our historical financial information. It does not extend to these projections and should not be read to do so. The financial projections do not take into account any circumstances or events occurring after the date they were prepared. Projections of this type are based on assumptions that are inherently subject to factors such as industry performance, general business, economic, political, development, technology, competitive, regulatory, market and financial conditions, as well as changes to our business, financial condition or results of operations, including the factors described under "Cautionary Statement Concerning Forward-Looking Statements" beginning on page 16 which factors may cause the financial projections or the underlying assumptions to be inaccurate. Since the projections cover multiple years, such information by its nature becomes even less reliable with each successive year.

        Readers of this proxy statement are cautioned not to place undue reliance on the specific portions of the financial projections set forth below. No one has made or makes any representation to any stockholder or anyone else regarding the information included in these projections.

        For the foregoing reasons, as well as the bases and assumptions on which the financial projections were compiled, the inclusion of specific portions of the financial projections in this proxy statement should not be regarded as an indication that such projections will be an accurate prediction of future events, and they should not be relied on as such. We do not intend to update or otherwise revise the following financial projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even if any or all of the assumptions are shown to be in error.

        We provided EUSA with projected financial information for the years ended December 31, 2007, 2008, 2009 and 2010. These projections were based on our management's projection of our future

66



financial performance as of the date they were provided. Herein this set of projections is referred to as the base plan model. The models shown below were prepared and provided prior to filing our Form 10-K for the year ended December 31, 2007. Therefore, the numbers shown in the tables below for the year ended December 31, 2007 were our projections set forth at that time and may differ from the actual numbers in our Form 10-K for the year ended December 31, 2007 which was filed on March 14, 2008.

        In preparing the base plan model, we assumed revenues would increase in the range of 19% to 48% per annum. For the years ended December 31, 2005 and 2006 the revenue level increase was 9% and 9% per annum, respectively.

        We also assumed that cost of goods sold as a percentage of net sales would decrease slightly due to improved absorption of our overhead as a result of higher levels of production at our factories. Applying the aforementioned assumptions, we developed the following projected consolidated financial information for the base plan model:

 
   
  Projected Consolidated Financial Information
Base Plan Model

 
 
  2006 Actual
  2007
  2008
  2009
  2010
 
 
   
  (Unaudited, in thousands)
 
Revenue   $ 17,307   $ 20,628   $ 30,488   $ 38,882   $ 48,590  
Gross margin     7,157     8,330     14,222     18,207     23,782  
Operating (loss)     (30,430 )   (41,750 )   (25,839 )   (21,886 )   (16,297 )

        In preparing for various strategic alternatives that would be presented to Cytogen, management prepared a more aggressive revenue projection that anticipated greater availability of resources, with at least $47,000,000 in funding, to use and expand sales and marketing efforts behind Cytogen's products, specifically the Company's Caphosol product. The projections also assumed decreased costs of sales from renegotiation of royalty arrangements and reductions in manufacturing costs. Herein this set of projections is referred to as the aggressive growth model. Based upon these new assumptions, the 2008 revenue projection was revised, applying a 58% annual revenue growth rate, versus the 48% shown in the base plan model, and a 68% annual revenue growth rate, versus the 28% shown in the base plan model for 2009. Based upon these new assumptions, the 2010 revenue projection was revised, applying a 54% annual revenue growth rate, versus the 25% shown in the base plan model. Based on these assumptions following projected revenues and operating income figures for the aggressive growth model:

 
   
  Projected Consolidated Financial Information
Aggressive Growth Model

 
  2006 Actual
  2007
  2008
  2009
  2010
 
   
  (Unaudited, in thousands)

Revenue   $ 17,307   $ 20,628   $ 32,682   $ 54,925   $ 84,789
Gross margin     7,157     8,330     18,155     31,377     51,922
Operating income/(loss)     (30,430 )   (41,750 )   (26,900 )   (13,831 )   6,610

67



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

        The following table sets forth certain information, as of March 17, 2008, concerning the persons who, to the best of management's knowledge, own beneficially more than five percent of the shares of common stock. Unless otherwise indicated, stock ownership includes sole voting power and sole investment power.

Name of Beneficial Owner
  Amount and
Nature of
Beneficial
Ownership

  Percent of
Class

 
Orbimed Advisors
767 Third Avenue, 30th Floor
New York, New York 10017
  3,051,907   8.37 %

Millenco, L.L.C.
c/o Millennium Management, L.L.C.
666 Fifth Avenue
New York, New York 10103

 

1,769,410

 

4.97

%

JP Morgan Chase & Co.
270 Park Avenue
New York, New York 10017

 

4,919,027

 

13.83

%

[Footnotes regarding details of beneficial ownership to be added.]

68



SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

        The following table sets forth certain information, as of March 14, 2008, concerning the beneficial ownership of the shares of common stock for (a) each director; (b) each of the named officers; and (c) all directors and executive officers of the Company as a group. Unless otherwise indicated, stock ownership includes sole voting power and sole investment power.

Name of Beneficial Owner
  Amount and
Nature of
Beneficial
Ownership

  Percent of
Class

John E. Bagalay, Jr.    48,100   *
Allen Bloom   44,000   *
Stephen K. Carter   47,987   *
James A. Grigsby(1)   88,700   *
Robert F. Hendrickson   48,700   *
Dennis H. Langer   22,000   *
Kevin G. Lokay   46,333   *
Joseph A. Mollica   22,000   *
Kevin J. Bratton   51,999   *
William F. Goeckeler   138,113   *
Stephen A. Ross    
Michael D. Becker(    )    
William Thomas(    )    
All directors and executive officers as a group   557,932   1.54%

*
Less than 1 percent.

[Footnotes regarding details of beneficial ownership to be added.]


MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

        In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more stockholders who share an address, unless we have received contrary instructions from one or more of the stockholders. We will deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered. Requests for additional copies of the proxy statement, and requests that in the future separate proxy statements be sent to stockholders who share an address, should be directed to Cytogen Corporation, 650 College Road East, Suite 3100, Princeton, New Jersey 08540-3533, Attention: Kevin J. Bratton, Senior Vice President, Finance, and Chief Financial Officer telephone: 609-750-8200. In addition, stockholders who share a single address but receive multiple copies of the proxy statement may request that in the future they receive a single copy by contacting us at the address and phone number set forth in the prior sentence.


SUBMISSION OF STOCKHOLDER PROPOSALS

        If the merger is completed, there will be no public stockholders of Cytogen and no public participation in any future meetings of our stockholders. If the merger is not completed, you will continue to be entitled to attend and participate in our stockholder meetings.

        If the merger is not completed, stockholders may present proposals for consideration at the 2008 annual meeting of stockholders by following the procedures outlined in Rule 14a-8 of the Securities Exchange Act and our certificate of incorporation. Proposals of stockholders pursuant to Rule 14a-8, which are the proper subject for inclusion in the proxy statement and for consideration at the 2008 annual meeting, must be submitted in writing to the Company's principal executive office and must be received by us on or before January 8, 2008.

69


        Stockholders whose proposals are not included in the 2008 proxy statement and who would otherwise request proposals to be submitted to stockholders at the 2008 annual meeting should follow the procedures set forth under the DGCL.


WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, proxy statements or other information that we file with the Securities and Exchange Commission at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Our public filings are also available to the public from document retrieval services and the Internet website maintained by the Securities and Exchange Commission at www.sec.gov.

        The Securities and Exchange Commission allows us to "incorporate by reference" into this proxy statement documents we file with the Securities and Exchange Commission. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the Securities and Exchange Commission will update and supersede that information. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and prior to the date of the special meeting:

Cytogen Filings:
  Periods:
Annual Report on Form 10-K   Fiscal Year ended December 31, 2007
Current Reports on Form 8-K   Filed November 5, 2007(only with respect to Items 3.01 and 8.01), November 13, 2007, November 19, 2007 and December 26, 2007, February 21, 2008 and March 11, 2008

        Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of proxy statements, reports and any of the documents incorporated by reference in this document or other information concerning us, without charge, by written or telephonic request directed to us at Cytogen Corporation, 650 College Road East, Suite 3100, Princeton, New Jersey 08540-3533, Attention: Rita Auld, Corporate Secretary, telephone: 609-750-8200 or from the Securities and Exchange Commission through the Securities and Exchange Commission's website at the address provided above. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

        No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person. This proxy statement is dated [            ], 2008. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.

70



ANNEX A

AGREEMENT AND PLAN OF MERGER

A-1



AGREEMENT AND PLAN OF MERGER

BY AND AMONG

EUSA PHARMA, INC.,

EUSA PHARMA (USA), INC.

and

CYTOGEN CORPORATION

Dated as of March 10, 2008

A-2



TABLE OF CONTENTS

 
   
  Page

 

 

 

 

 

ARTICLE I    THE MERGER

 

2
 
1.1

 

The Merger

 

2
 
1.2

 

Closing; Effective Time

 

2
 
1.3

 

Effects of the Merger

 

2
 
1.4

 

Further Assurances

 

3

ARTICLE II    EFFECT ON CAPITAL STOCK; SURRENDER OF CERTIFICATES AND PAYMENT

 

3
 
2.1

 

Total Merger Consideration; Effect on Capital Stock

 

3
 
2.2

 

Surrender of Stock Certificates and Payment

 

5
 
2.3

 

Withholding Rights

 

7
 
2.4

 

Lost, Stolen or Destroyed Certificates

 

7
 
2.5

 

Company Derivative Securities; Company Restricted Shares

 

7

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

8
 
3.1

 

Organization and Good Standing

 

8
 
3.2

 

Capitalization

 

9
 
3.3

 

Subsidiaries of the Company

 

11
 
3.4

 

Authority and Enforceability

 

12
 
3.5

 

No Conflict; Authorizations

 

13
 
3.6

 

SEC Filings; Financial Statements

 

14
 
3.7

 

No Undisclosed Liabilities

 

15
 
3.8

 

Inventory

 

16
 
3.9

 

Accounts Receivable

 

16
 
3.10

 

Taxes

 

17
 
3.11

 

Compliance with Law

 

20
 
3.12

 

Authorizations

 

20
 
3.13

 

Title to Personal Properties

 

21
 
3.14

 

Condition of Tangible Assets

 

21
 
3.15

 

Leased Real Property

 

21
 
3.16

 

Intellectual Property

 

23
 
3.17

 

Absence of Certain Changes or Events

 

27
 
3.18

 

Contracts

 

29
 
3.19

 

Litigation

 

30

A-3


 
3.20

 

Employee Benefits

 

31
 
3.21

 

Labor and Employment Matters

 

34
 
3.22

 

Environmental

 

35
 
3.23

 

Related Party Transactions

 

38
 
3.24

 

Insurance

 

39
 
3.25

 

Books and Records

 

39
 
3.26

 

Product Warranty

 

40
 
3.27

 

Brokers or Finders

 

40
 
3.28

 

No Illegal Payments

 

40
 
3.29

 

Bank Accounts

 

41
 
3.30

 

Rights Plan; Antitakeover Statutes

 

41
 
3.31

 

Opinion of Financial Advisor

 

41

ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

 

41
 
4.1

 

Organization and Good Standing

 

42
 
4.2

 

Authority and Enforceability

 

42
 
4.3

 

No Conflicts; Authorizations

 

42
 
4.4

 

Availability of Funds

 

43
 
4.5

 

Brokers or Finders

 

43
 
4.6

 

Interim Operations of Sub

 

43

ARTICLE V    COVENANTS OF THE COMPANY

 

43
 
5.1

 

Management Consulting Committee

 

43
 
5.2

 

Conduct of Business

 

44
 
5.3

 

Negative Covenants

 

45
 
5.4

 

Access to Information

 

47
 
5.5

 

Resignations

 

47
 
5.6

 

Consents

 

47
 
5.7

 

Notification of Certain Matters

 

47
 
5.8

 

Exclusivity

 

48
 
5.9

 

Company Stockholders' Meeting

 

50
 
5.10

 

Proxy Statement

 

51

ARTICLE VI    COVENANTS OF PARENT

 

52
 
6.1

 

Benefit Plans

 

52
 
6.2

 

Delisting and Deregistration

 

53

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6.3

 

Indemnification

 

53

ARTICLE VII    COVENANTS OF THE COMPANY AND PARENT

 

54
 
7.1

 

Regulatory Approvals

 

54
 
7.2

 

Public Announcements

 

54
 
7.3

 

Further Assurances

 

55

ARTICLE VIII    CONDITIONS TO MERGER

 

55
 
8.1

 

Conditions to Each Party's Obligation to Effect the Merger

 

55
 
8.2

 

Conditions to Obligations of Parent and Merger Sub to Effect the Merger

 

56
 
8.3

 

Conditions to Obligation of the Company to Effect the Merger

 

58

ARTICLE IX    TERMINATION

 

58
 
9.1

 

Termination

 

58
 
9.2

 

Effect of Termination

 

60
 
9.3

 

Remedies

 

60
 
9.4

 

Termination Fee

 

61

ARTICLE X    MISCELLANEOUS

 

63
 
10.1

 

Notices

 

63
 
10.2

 

Survival

 

64
 
10.3

 

Amendments and Waivers

 

64
 
10.4

 

Fees and Expenses

 

65
 
10.5

 

Successors and Assigns

 

65
 
10.6

 

Governing Law

 

65
 
10.7

 

Consent to Jurisdiction

 

65
 
10.8

 

Counterparts

 

65
 
10.9

 

Third Party Beneficiaries

 

66
 
10.10

 

Entire Agreement

 

66
 
10.11

 

Captions

 

66
 
10.12

 

Severability

 

66
 
10.13

 

Specific Performance

 

66

ARTICLE XI    DEFINITIONS

 

67
 
11.1

 

Definitions

 

67
 
11.2

 

Interpretation

 

69

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AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER, dated March 10, 2008 (the "Agreement"), by and among EUSA Pharma Inc., a Delaware corporation ("Parent"), EUSA Pharma (USA), Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Cytogen Corporation, a Delaware corporation (the "Company"). Capitalized terms used in this Agreement shall have the meanings assigned to them in ARTICLE XI, or in the applicable Section of this Agreement to which reference is made in ARTICLE XI.

        WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company deem it advisable and in the best interests of their respective stockholders to enter into this Agreement providing for, among other things, the merger (the "Merger") of Merger Sub with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the "DGCL") upon the terms and subject to the conditions set forth herein; and

        WHEREAS, in furtherance thereof, the respective Boards of Directors of Parent, Merger Sub and the Company have approved this Agreement and the Merger in accordance with the DGCL, upon the terms and subject to the conditions set forth in this Agreement; and

        WHEREAS, the Board of Directors of the Company has determined that the consideration to be paid for each share of the issued and outstanding common stock, par value $0.01 per share, of the Company (the "Company Common Stock") in the Merger is fair to the holders thereof and has resolved to recommend to the stockholders of the Company the adoption of this Agreement; and

        WHEREAS, concurrently with the execution of this Agreement, as a condition and inducement to Parent's and Merger Sub's willingness to enter into this Agreement, Parent and the Company are entering into voting agreements, in substantially the form attached hereto as Exhibit A, with certain officers and directors of the Company, dated as of the date hereof (the "Voting Agreement") pursuant to which such officers and directors have agreed, upon the terms and subject to the conditions set forth in their respective Voting Agreements, among other things, (i) to vote their respective shares of Company Common Stock in favor of adoption of this Agreement, and (ii) to require that any transferee of their beneficial ownership of the Company common stock enter into a Voting Agreement with Parent and the Company; and

        WHEREAS, Parent, as the sole stockholder of Merger Sub, has adopted this Agreement;

        NOW, THEREFORE, in consideration of the foregoing premises and the respective representations and warranties, covenants and agreements contained herein, the parties hereto agree as follows:


ARTICLE I

THE MERGER

        1.1    The Merger.    Subject to the terms and conditions of this Agreement and the Certificate of Merger in such form as is required by the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. As a result of the Merger, the outstanding shares of capital stock of the Company and Merger Sub shall be converted or canceled in the manner provided in ARTICLE II of this Agreement, the separate corporate existence of Merger Sub shall cease and the Company shall be the surviving corporation following the Merger. Merger Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and the Company as the surviving corporation following the Merger is sometimes referred to herein as the "Surviving Corporation."

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        1.2    Closing; Effective Time.    Subject to the terms and conditions contained in this Agreement, the closing of the Merger (the "Closing") shall take place at the offices of Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540, at 10:00 a.m. on a date to be specified by the parties which shall be no later than two (2) Business Days after satisfaction (or waiver as provided herein) of the conditions set forth in ARTICLE VIII (other than those conditions that by their nature will be satisfied at the Closing), unless another time, date and/or place is agreed to in writing by the parties. The date upon which the Closing occurs is herein referred to as the "Closing Date." Subject to the provisions of Section 1.1, as promptly as possible after the satisfaction or, if permissible, the waiver, of the conditions set forth in ARTICLE VIII of this Agreement, the Company, as the Surviving Corporation, shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware in such form as required by and executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is so filed or at such later time as is set forth in the Certificate of Merger, if different, which time is hereinafter referred to as the "Effective Time."

        1.3    Effects of the Merger.    

        1.4    Further Assurances.    If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title and interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of either of the Constituent Corporations, or (b) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of either Constituent Corporation, all such deeds, bills of sale, assignments and assurances and to do, in the name and on behalf of either Constituent Corporation, all such other acts and things as may be necessary, desirable or proper to vest, perfect or confirm the Surviving Corporation's right, title and interest in, to and under any of the rights, privileges, powers, franchises, properties or assets of such Constituent Corporation and otherwise to carry out the purposes of this Agreement.

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ARTICLE II

EFFECT ON CAPITAL STOCK; SURRENDER OF CERTIFICATES AND PAYMENT

        2.1    Total Merger Consideration; Effect on Capital Stock.    The aggregate consideration, consisting solely of cash, shall be based upon the formula contained in Schedule 2.1 of the Company Disclosure Schedules, but shall not exceed Twenty-Two Million Six Hundred Thousand Dollars ($22,600,000) (the "Total Merger Consideration"). At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any stockholder of the Company (each such stockholder, a "Company Stockholder"):

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        2.2    Surrender of Stock Certificates and Payment.    

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        2.3    Withholding Rights.    Each of the Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986 (the "Code"), or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by the Surviving Corporation, Parent or the Paying Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation, Parent or the Paying Agent, as the case may be.

        2.4    Lost, Stolen or Destroyed Certificates.    If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, and, if required by the Surviving Corporation or the Paying Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation or Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate and the payment of any fee charged by the Paying Agent for such service, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the amount of cash to which the holder thereof is entitled pursuant to Section 2.1 (subject to any applicable withholding taxes).

        2.5    Company Derivative Securities; Company Restricted Shares.    

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company represents and warrants to Parent and Merger Sub that the statements contained in this ARTICLE III are true and correct, except as set forth in the forms, reports, statements, schedules, registration statements and other documents filed by the Company with the SEC (other than the exhibits to such documents) within the last twelve months (collectively, the "Current Company SEC Reports"), or disclosure schedule dated and delivered as of the date hereof by the Company to Parent (the "Company Disclosure Schedule"), which is being concurrently delivered to Parent in connection herewith and is designated therein as being the Company Disclosure Schedule. The Company Disclosure Schedule shall be arranged in paragraphs corresponding to each representation and warranty set forth in this ARTICLE III.

        3.1    Organization and Good Standing.    The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. The Company has delivered to Parent prior to the date of this Agreement true and complete copies of (i) its Charter Documents and (ii) all minutes of (A) the meetings of its Board of Directors, (B) the meetings of each committee of its Board of Directors and (C) the meetings of its stockholders (in each case including any and all written consents in lieu of such meetings) held between January 1, 2006 and August 14, 2007. Such Charter Documents are in full force and effect and the Company is not in default of any provision thereunder. There are no resolutions or other actions of the Board of Directors, any committee of the Board of Directors or the stockholders other than as disclosed in the minutes and written consents provided to Parent. "Charter Documents" means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended).

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        3.2    Capitalization.    

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        3.3    Subsidiaries of the Company.    

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        3.4    Authority and Enforceability.    

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        3.5    No Conflict; Authorizations.    

A-15


        3.6    SEC Filings; Financial Statements.    

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        3.7    No Undisclosed Liabilities.    The Company and its Subsidiaries have no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise ("Liabilities"), except (a) those which are adequately reflected or reserved against in the Company Balance Sheet, and (b) those which have been incurred in the ordinary course of business and consistent with past practice since the Company Balance Sheet Date and which are not, individually or in the aggregate, material in amount. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any "off-balance sheet arrangement" (as defined in Item 303(a)(iv) of Regulation S-K)).

        3.8    Inventory.    The Company Disclosure Schedule provides a complete list as of December 31, 2007 of current raw materials, supplies, parts, work-in-process and finished goods as of the date hereof and provides the shelf life for all finished goods. All inventory of the Company and its Subsidiaries (including materials, supplies, parts, work-in-process and finished goods) is of a quality, quantity and condition useable or saleable in the ordinary course of business. None of such inventory is obsolete and no write-down of such inventory has been made or should have been made in the period since the date of the applicable Company Disclosure Schedule. The quantities of each item of inventory are not excessive and are reasonable in the present circumstances of the Company and its Subsidiaries. All work in process and finished goods inventory is free of any material defect or other deficiency. All of such inventory is located at the facilities of the Company or a Subsidiary of the Company or third-party contract providers of the Company, and no inventory is held on a consignment basis.

        3.9    Accounts Receivable.    The accounts receivable of the Company and its Subsidiaries as set forth on the Company Balance Sheet or arising since the date thereof are, to the extent not paid in full by the account debtor prior to the date hereof, (a) valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, (b) not subject to valid defenses, set-offs or counterclaims, and (c) collectible within sixty (60) days after due date at the full recorded amount

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thereof less, in the case of accounts receivable appearing on the Company Balance Sheet, the recorded allowance for collection losses on the Company Balance Sheet or, in the case of Accounts Receivable arising since the Company Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Company and its Subsidiaries. The allowance for collection losses on the Company Balance Sheet and, with respect to Accounts Receivable arising since the Company Balance Sheet Date, the allowance for collection losses shown on the accounting records of the Company and its Subsidiaries, have been determined in accordance with GAAP consistent with past practice. The accounts receivable existing as of the Closing Date will be collectible within sixty (60) days after due date at the full recorded amount thereof net of the reserves shown on the accounting records of the Company and its Subsidiaries as of the Closing Date (which reserve shall be adequate and shall not represent a greater percentage of the accounts receivable as of the Closing Date than the reserve reflected in the Company Balance Sheet represented of the accounts receivable reflected therein).

        3.10    Taxes.    

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A-19


        3.11    Compliance with Law.    

        3.12    Authorizations.    

A-20


        3.13    Title to Personal Properties.    

        3.14    Condition of Tangible Assets.    All buildings, plants, leasehold improvements, structures, facilities, equipment and other items of tangible property and assets which are owned, leased or used by the Company or any of its Subsidiaries are structurally sound, are in good operating condition and repair (subject to normal wear and tear given the use and age of such assets), are usable in the regular and ordinary course of business and conform in all material respects to all Laws and Authorizations relating to their construction, use and operation.

        3.15    Leased Real Property.    

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        3.16    Intellectual Property.    

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A-24


A-25


        3.17    Absence of Certain Changes or Events.    Except as set forth in the Company Disclosure Schedules, since September 30, 2007 (unless otherwise qualified below) to the date of this Agreement (with respect to the representation and warranty made as of the date of this Agreement) and to the Closing Date (with respect to the representation and warranty made as of the Closing Date):

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        3.18    Contracts.    

A-27


        3.19    Litigation.    

A-28


        3.20    Employee Benefits.    

A-29


A-30


        3.21    Labor and Employment Matters.    

A-31


        3.22    Environmental.    

A-32


A-33


        3.23    Related Party Transactions.    Except as otherwise disclosed in the Company's SEC Reports and Disclosure Schedules, there are no Contracts of any kind entered into by the Company or any of its Subsidiaries with, or for the benefit of, any officer, director or stockholder of the Company or, to the Knowledge of the Company, any Affiliate of any of them, except in each case, for (a) employment agreements, fringe benefits and other compensation paid to directors, officers and employees consistent with previously established policies (including normal merit increases in such compensation in the ordinary course of business) and copies of which have been provided to Parent and are listed on the Company Disclosure Schedule, (b) reimbursements of ordinary and necessary expenses incurred in connection with their employment or service, and (c) amounts paid pursuant to Company Benefit Plans of which copies have been provided to Parent. To the Knowledge of the Company, none of such Persons has any material direct or indirect ownership interest in any firm or corporation with which the

A-34


Company or any of its Subsidiaries has a business relationship, or with any firm or corporation that competes with the Company or any of its Subsidiaries (other than ownership of securities in a publicly traded company representing less than one percent (1%) of the outstanding stock of such company). No officer or director of the Company or any of its Subsidiaries or member of his or her immediate family or greater than five percent (5%) stockholder of the Company or, to the Knowledge of the Company, any Affiliate of any of them or any employee of the Company or any of its Subsidiaries is directly or indirectly interested in any Material Contract.

        3.24    Insurance.    

        3.25    Books and Records.    The books, records and accounts of the Company and its Subsidiaries accurately and fairly reflect, in reasonable detail, the transactions and the assets and Liabilities of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has engaged in any transaction, maintained any bank account or used any of the funds of the Company or any of its Subsidiaries other than transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the business. The minute books (containing the records of the meetings, or written consents in lieu of such meetings, of the stockholders, the Board of Directors and any committees of the Board of Directors), the stock certificate books, and the stock record books of the Company and its Subsidiaries are correct and complete in all material respects, and have been maintained in accordance with sound business practices. At the Closing, all of those books and records will be in the possession of the Company. At the Closing, the Company will deliver, or cause to be delivered, to Parent or its designee all of the minute books of the Company and its Subsidiaries.

        3.26    Product Warranty.    

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        3.27    Brokers or Finders.    There is no investment banker, broker, finder, financial advisor or other intermediary which has been retained by or is authorized to act on behalf of the Company or the Company Stockholders who is entitled to any fee or commission in connection with the transactions contemplated by this Agreement, other than ThinkEquity Partners, LLC in an amount of $730,000 and Janney Montgomery Scott LLC in an amount of $275,000.

        3.28    No Illegal Payments.    None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records or (e) had any off-book bank or cash accounts or "slush funds."

        3.29    Bank Accounts.    The Company Disclosure Schedule sets forth the name of each bank, safe deposit company or other financial institution in which the Company or any of its Subsidiaries has an account, lock box or safe deposit box and the names of all persons authorized to draw thereon or have access thereto.

        3.30    Rights Plan; Antitakeover Statutes.    The Rights Plan is not required to be amended such that entering into this Agreement and the transactions contemplated hereby and thereby, do not and will not on the date hereof or as a result of the passage of time (i) result in any person being deemed to have become an Acquiring Person (as defined in the Rights Plan), (ii) result in the ability of any person to exercise any Rights (as defined in the Rights Plan) under the Rights Plan, (iii) enable or require the Rights to separate from the Shares to which they are attached or to be triggered or become exercisable or (iv) enable the Company to exchange any Rights for shares of the Company's capital stock, pursuant to the Rights Plan. No Distribution Date, Stock Acquisition Date, Triggering Event (as such terms are defined in the Rights Plan) or similar event has occurred or will occur by reason of (A) the adoption, approval, execution or delivery of this Agreement, (B) the public announcement of such adoption, approval, execution or delivery or (C) the consummation of the transactions contemplated hereby and thereby.

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        3.31    Opinion of Financial Advisor.    The Board of Directors of the Company and a special committee of the Board of Directors have received an opinion from the Company's financial advisor dated as of the date hereof and addressed to the special committee and the Board of Directors of the Company to the effect that, as of the date hereof and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Total Merger Consideration to be paid to the holders of shares of the Company Common Stock is fair, from a financial point of view, to the holders.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

        Parent and Merger Sub represent and warrant to the Company that the statements contained in this ARTICLE IV are true and correct.

        4.1    Organization and Good Standing.    Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to be, individually or in the aggregate, material to Parent and its Subsidiaries taken as a whole.

        4.2    Authority and Enforceability.    Each of Parent and Merger Sub has the requisite power and authority to enter into this Agreement and to consummate the Merger. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes the valid and binding obligation of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors' rights generally, and (b) the availability of injunctive relief and other equitable remedies.

        4.3    No Conflicts; Authorizations.    

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        4.4    Availability of Funds.    Parent has cash available or has equity investment commitments or existing borrowing facilities which together are sufficient to enable it to satisfy its obligations under this Agreement.

        4.5    Brokers or Finders.    There is no investment banker, broker, finder, financial advisor or other intermediary which has been retained by or is authorized to act on behalf of Parent who is entitled to any fee or commission in connection with the transactions contemplated by this Agreement other than Ferghana Partners Inc. and its subsidiary, Ferghana Securities Inc.

        4.6    Interim Operations of Sub.    Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.


ARTICLE V

COVENANTS OF THE COMPANY

        5.1    Management Consulting Committee.    

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        5.2    Conduct of Business.    During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall, and it shall cause each of its Subsidiaries to:

        5.3    Negative Covenants.    Except as expressly provided in this Agreement, the Company shall not, and it shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

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Notwithstanding the foregoing Section 5.3, the Company may negotiate and amend that certain Amended and Restated PSMA/PSMP License Agreement by and among the Company, Progenics Pharmaceuticals, Inc. and PSMA Development Company LLC, dated April 20, 2006; provided, that, the Company shall consult with Parent prior to executing any such amendment.

        5.4    Access to Information.    Subject to the terms of the Confidentiality Agreement by and between Parent and the Company dated November 6, 2007 (the "Confidentiality Agreement"), the Company shall, and shall cause its Subsidiaries to, afford to Parent's officers, directors, employees, accountants, counsel, consultants, advisors and agents ("Representatives") free and full access to and the right to inspect, during normal business hours, and upon prior notice, all of the Leased Real Property, properties, assets, records, Contracts and other documents related to the Company and its Subsidiaries, and shall permit them to consult with the officers, employees, accountants, counsel and agents of the Company and its Subsidiaries for the purpose of making such investigation of the Company and its Subsidiaries as Parent shall desire to make. The Company shall furnish to Parent all such documents and copies of documents and records and information with respect to the Company and its Subsidiaries and copies of any working papers relating thereto as Parent may reasonably request. Without limiting the foregoing, the Company shall permit, and will cause its Subsidiaries to permit, Parent and Parent's Representatives to conduct such investigations as Parent may reasonably request to assess the environmental condition of the Leased Real Property.

        5.5    Resignations.    On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective at the Effective Time, of all members of the Boards of Directors of the Company and its Subsidiaries of their positions as directors.

        5.6    Consents.    The Company shall, and shall cause each of its Subsidiaries to, obtain all Consents; provided that no Indebtedness shall be repaid, except as otherwise required pursuant to the terms of any applicable loan Contract, and no Contract shall be amended nor any right thereunder be waived, and no money or other consideration shall be expended, to obtain any such Consent.

        5.7    Notification of Certain Matters.    The Company shall give prompt notice to Parent of any fact, event or circumstance known to it that (a) individually or taken together with all other facts, events and circumstances known to it, has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (b) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein, (c) the failure of any condition precedent to Parent's obligations, (d) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the Merger, (e) any notice or other communication from any Governmental Entity in connection with the Merger, or (f) any Actions commenced relating to the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.19.

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        5.8    Exclusivity.    

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        5.9    Company Stockholders' Meeting.    

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        5.10    Proxy Statement.    

A-44


        5.11    Fairness Opinion.    The Company shall deliver to Parent an executed copy of the opinion from the Company's financial advisor dated as of the date hereof and addressed to the special committee and the Board of Directors of the Company to the effect that, as of the date hereof and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Total Merger Consideration to be paid to the holders of shares of the Company Common Stock is fair, from a financial point of view, to the holders.


ARTICLE VI

COVENANTS OF PARENT

        6.1    Benefit Plans.    Parent and the Surviving Corporation shall take all reasonable actions necessary to allow eligible employees of the Company and any of its Subsidiaries who will be employees of the Surviving Corporation and any of its Subsidiaries ("Transitioned Employees"), to participate on substantially similar terms in benefit programs which are substantially comparable to those maintained by the Company immediately prior to the Effective Time for the benefit of, or offered to, Transitioned Employees to the extent permitted by the terms of such Parent or Surviving Corporation benefit plan or any insurance contract or agreement applicable thereto; provided, however, that there shall be no obligation to offer any stock option, stock purchase, restricted stock, stock appreciation right, phantom stock or similar plan that provides for the issuance of shares of Parent or Surviving Corporation stock or interests in such stock, to any person. Parent and the Surviving Corporation will recognize employment services of each Transitioned Employee with the Company and any of its Subsidiaries for purposes of eligibility (but not benefit accrual) under any benefit plan of Parent and the Surviving Corporation to the extent applicable. Each Transitioned Employee's years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided that any vacation time offered by Parent or the Surviving Corporation in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent and the Surviving Corporation will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Time.

        6.2    Delisting and Deregistration.    Parent shall use its reasonable best efforts to cause the Company Common Stock to be no longer quoted on the NASDAQ and to be deregistered under the Exchange Act as soon as practicable following the Effective Time.

        6.3    Indemnification.    

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ARTICLE VII

COVENANTS OF THE COMPANY AND PARENT

        7.1    Regulatory Approvals.    

A-46


        7.2    Public Announcements.    The initial press release relating to this Agreement shall be a joint press release the text of which shall have been agreed to by each of Parent and the Company. Thereafter, each of Parent and the Company shall not issue any press release or otherwise make any public statements with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement without the prior consent of the other party (such consent not to be unreasonably withheld or delayed); provided that a party may, without such consent (but after prior consultation to the extent practicable in the circumstances), issue such press releases and make such public statements that it believes are required by applicable Law or the rules of NASDAQ. Notwithstanding the foregoing, a party may make public statements in response to questions from the press, analysts, investors and make internal announcements to employees, so long as such statements and announcements are consistent with previous press releases or public statements made jointly by the Company and Parent and do not violate the terms of the Confidentiality Agreement.

        7.3    Further Assurances.    Upon the terms and subject to the conditions hereof each of the parties hereto shall execute such documents and other instruments and take such further actions as may be reasonably required to carry out the provisions hereof and consummate the Merger and the transactions contemplated by this Agreement.

        7.4    Voting Agreements.    The Company shall use its best efforts to obtain Voting Agreements from stockholders of the Company owning five percent (5%) or more of the issued and outstanding capital stock of the Company on the date hereof.


ARTICLE VIII

CONDITIONS TO MERGER

        8.1    Conditions to Each Party's Obligation to Effect the Merger.    The obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions:

        8.2    Conditions to Obligations of Parent and Merger Sub to Effect the Merger.    The obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parent in its sole discretion) of the following further conditions:

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        8.3    Conditions to Obligation of the Company to Effect the Merger.    The obligation of the Company to effect the Merger is subject to the satisfaction (or waiver by the Company in its sole discretion) of the following further conditions:

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ARTICLE IX

TERMINATION

        9.1    Termination.    

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        9.2    Effect of Termination.    In the event of termination of this Agreement as provided in Section 9.1, this Agreement shall immediately become void and there shall be no liability or obligation on the part of the Company or Parent or their respective officers, directors, stockholders or Affiliates, except as set forth in Sections 9.3 and 9.4; provided, however, that the provisions of Section 7.2 (Public Announcements) and Section 9.3 (Remedies), Section 9.4 (Termination Fee) and ARTICLE X of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

        9.3    Remedies.    

        9.4    Termination Fee.    

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A-52



ARTICLE X

MISCELLANEOUS

        10.1    Notices.    Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given: (a) on the date established by the sender as having been delivered personally; (b) on the date delivered by a private courier as established by the sender by evidence obtained from the courier; (c) on the date sent by facsimile, with confirmation of transmission, if sent during normal business hours of the recipient, if not, then on the next Business Day; or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows:

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        or to such other address or to the attention of such Person or Persons as the recipient party has specified by prior written notice to the sending party (or in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain). If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.

        10.2    Survival.    The representations and warranties and covenants and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time, except that the covenants and agreements set forth in ARTICLE I, ARTICLE II, ARTICLE VI, ARTICLE VII, ARTICLE IX and this ARTICLE X shall survive the Effective Time.

        10.3    Amendments and Waivers.    

        10.4    Fees and Expenses.    Except as set forth in this Section 10.4 or in Section 9.4, all fees and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated and shall not result in an adjustment to the Total Merger Consideration.

        10.5    Successors and Assigns.    This Agreement may not be assigned by any party hereto without the prior written consent of the other parties; provided that Parent or Merger Sub may assign any of their respective rights and obligations to any direct or indirect Subsidiary of Parent. Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, heirs, personal representatives, successors and assigns.

        10.6    Governing Law.    This Agreement and the Exhibits and Schedules hereto shall be governed by and interpreted and enforced in accordance with the Laws of the State of New Jersey, without giving effect to any choice of Law or conflict of Laws rules or provisions (whether of the State of New Jersey or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New Jersey.

        10.7    Consent to Jurisdiction.    Each party irrevocably submits to the exclusive jurisdiction of (a) New Jersey, and (b) the United States District Court for New Jersey, for the purposes of any Action arising out of this Agreement or any transaction contemplated hereby. Each party agrees to commence any such Action either in the circuit court in and for Mercer County, New Jersey or if such Action may not be brought in such court for jurisdictional reasons, in the United States District Court for New Jersey. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any Action in New Jersey with respect to any matters to which it has submitted to

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jurisdiction in this Section 10.7. Each party irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby in (i) the circuit court in and for Mercer County, New Jersey, or (ii) the United States District Court for New Jersey, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

        10.8    Counterparts.    This Agreement may be executed in any number of counterparts, and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. The parties agree that the delivery of this Agreement may be effected by means of an exchange of facsimile signatures with original copies to follow by mail or courier service.

        10.9    Third Party Beneficiaries.    No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder; except (i) that in the case of Section 6.3 hereof, the Indemnified Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns, are intended third party beneficiaries of such sections and shall have the right to enforce such sections in their own names; (ii) the right of the Company, on behalf of the stockholders of the Company, to pursue damages in the event of Parent's or Merger Sub's intentional or wrongful breach of the Agreement or fraud, which right is hereby acknowledged and agreed by Parent and Merger Sub; and (iii) the right of the stockholders of the Company, in accordance with the terms and provisions of this Agreement, to receive the Merger Consideration at the Effective Time.

        10.10    Entire Agreement.    This Agreement and the documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto set forth the entire understanding of the parties hereto with respect to the Merger. All Exhibits and Schedules referred to herein are intended to be and hereby are specifically made a part of this Agreement. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement, other than the Confidentiality Agreement which shall continue in full force and effect in accordance with its terms.

        10.11    Captions.    All captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

        10.12    Severability.    Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

        10.13    Specific Performance.    Parent and the Company each agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof and that each party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at Law or equity.

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ARTICLE XI

DEFINITIONS

        11.1    Definitions.    When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 11.1, or in the applicable Section of this Agreement to which reference is made in this Section 11.1.

        "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.

        "Authorization" means any authorization, approval, consent, certificate, license, permit or franchise of or from any Governmental Entity or pursuant to any Law including, without limitation, any such authorization, approval, consent, certificate, license or permit issued by the Federal Food and Drug Administration.

        "Business Day" means a day other than a Saturday, Sunday or other day on which banks located in New York City are authorized or required by Law to close.

        "Company Material Adverse Effect" means any state of facts, development, event, circumstance, condition, occurrence or effect that, individually or taken collectively with all other states of facts, developments, events, circumstances, conditions, occurrences or effects that have occurred prior to the date of determination of the occurrence of the Company Material Effect, (a) is materially adverse to the condition (financial or otherwise), business operations, or results of operations of the Company and its Subsidiaries taken as a whole, (b) impairs the ability of the Company to perform its obligations hereunder or (c) delays the consummation of the Merger, other than in the case of clause (a), any such state of facts, development, event, circumstance, condition, occurrence or effect arising out of any changes affecting the industry in which the Company and its Subsidiaries operate or any changes in general economic conditions; provided that any such change or changes do not disproportionately affect in any material respect the Company and its Subsidiaries, taken as a whole; provided, however, in no event shall any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Company Material Adverse Effect: (i) any changes affecting the industry in which the Company and its Subsidiaries operate that do not have a disproportionate impact in any material respect on the Company and its Subsidiaries, taken as a whole, (ii) any changes in general economic conditions or the capital markets that do not disproportionately impact in any material respect the Company and its Subsidiaries, taken as a whole, (iii) in and of itself, any change in the market price or trading volume of Company Common Stock, (iv) in and of itself, a failure by the Company to meet the revenue or earnings predictions of equity analysts for any period ending (or for which earnings are released) on or after the date of this Agreement and prior to the Closing Date, (v) the taking of any action required by this Agreement or to which Parent has given its written consent, (vi) any changes or effects to the extent attributable to the announcement or the pendency of the transactions contemplated hereby, including disruption or loss of customer, business partner, supplier or employee relationships (provided that the exception in this clause (vi) shall not be used to excuse a breach of a representation or warranty of the Company contained in this Agreement that arises from the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement); (vii) any changes or effects resulting from the actions of Parent or its Subsidiaries; or (viii) changes in applicable Laws or GAAP.

        "Contract" means any agreement, contract, license, lease, commitment, arrangement or understanding, written or oral, including any sales order and purchase order.

        "Governmental Entity" means any entity or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to United States federal, state, local, or municipal government, foreign, international, multinational or other government, including any

A-56



department, commission, board, agency, bureau, subdivision, instrumentality, official or other regulatory, administrative or judicial authority thereof, and any non-governmental regulatory body to the extent that the rules and regulations or orders of such body have the force of Law.

        "Indebtedness" means any of the following: (a) any indebtedness for borrowed money, (b) any obligations evidenced by bonds, debentures, notes or other similar instruments, (c) any obligations to pay the deferred purchase price of property or services, except trade accounts payable and other current Liabilities arising in the ordinary course of business, (d) any obligations as lessee under capitalized leases, (e) any indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (f) any obligations, contingent or otherwise, under acceptance credit, letters of credit or similar facilities, and (g) any guaranty of any of the foregoing.

        "Knowledge" of the Company or any similar phrase means, with respect to any fact or matter, the actual knowledge of the directors and executive officers of the Company and each of its Subsidiaries.

        "Law" means any statute, law (including common law), constitution, treaty, ordinance, code, order, decree, judgment, rule, regulation and any other binding requirement or determination of any Governmental Entity.

        "Order" means any award, injunction, judgment, decree, order, ruling, subpoena, directive or verdict or other decision entered, issued or rendered by any Governmental Entity.

        "Parent Material Adverse Effect" means any state of facts, development, event, circumstance, condition, occurrence or effect that, individually or taken collectively with all other states of facts, developments, events, circumstances, conditions, occurrences or effects that have occurred prior to the date of determination of the occurrence of the Parent Material Effect, (a) is materially adverse to the condition (financial or otherwise), operations, prospects or results of operations of Parent and its Subsidiaries taken as a whole, (b) impairs the ability of Parent to perform its obligations hereunder or (c) delays the consummation of the Merger.

        "Per Share Merger Consideration" means $0.62, unless the formula contained in Schedule 2.1 to the Company's Disclosure Schedules results in Total Merger Consideration exceeding $22,600,000, then the Per Share Merger Consideration shall be incrementally reduced, as mutually agreed to by the Company and Parent, such that the Total Merger Consideration does not exceed $22,600,000.

        "Person" means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body.

        "Subsidiary" or "Subsidiaries" means, with respect to any party, any Person, of which (i) such party or any Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interest in such partnership) or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such Person is directly or indirectly owned or controlled by such party and/or by any one or more of its Subsidiaries.

        "$" means United States dollars.

        11.2    Interpretation.    

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        IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto, duly authorized as of the date first written above.

    EUSA Pharma Inc.

 

 

By:

 

/s/  
BRYAN MORTON      
    Name:  Bryan Morton
    Title:    President and Chief Executive Officer

 

 

EUSA Pharma (USA), Inc.

 

 

By:

 

/s/  
BRYAN MORTON      
    Name:  Bryan Morton
    Title:    President and Chief Executive Officer

 

 

CYTOGEN CORPORATION

 

 

By:

 

/s/  
KEVEN G. LOKAY      
    Name:  Kevin G. Lokay
    Title:    President and Chief Executive Officer

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ANNEX B

FAIRNESS OPINION OF JANNEY MONTGOMERY SCOTT LLC

B-1


March 10, 2008

The Board of Directors
Cytogen, Inc.
650 College Road East
Suite 3100
Princeton, NJ 08540

Members of the Board:

        We understand that Cytogen, Inc. ("Cytogen" or the "Company"), EUSA Pharma, Inc. ("EUSA") and EUSA Pharma (USA), Inc., a newly formed wholly-owned subsidiary of EUSA ("Merger Sub") have entered into an Agreement and Plan of Merger, dated as of March 10, 2008 (the "Merger Agreement") providing for the merger (the "Merger") of Cytogen with and into Merger Sub. Pursuant to the Merger Agreement, EUSA will pay $0.62 in cash for each issued and outstanding share of common stock of Cytogen, which amount may be incrementally reduced as set forth in the merger agreement so that the total merger consideration does not exceed 22.6 million in cash for all of the issued and outstanding common stock of Cytogen (the "Merger Consideration"). You have requested our opinion, as of the date hereof, whether the Merger Consideration to be paid to the holders of the common stock of the Company is fair, from a financial point of view, to such holders.

        Janney Montgomery Scott LLC, as part of its investment banking business, engages in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

        In arriving at our opinion, we have, among other things:

        We have assumed and relied upon, with your permission and without independent verification, the accuracy and completeness of the financial and other information discussed with or reviewed by us in arriving at our opinion. With respect to the financial forecasts of Cytogen provided to or discussed with us, we have assumed, at the direction of the management of Cytogen and without independent

B-2


March [10], 2008
The Board of Directors
Cytogen, Inc.
Page 2

verification or investigation, that such forecasts have been reasonably prepared on bases reflecting the best currently available information, estimates and judgments of the management of Cytogen as to the future financial performances of Cytogen. In arriving at our opinion, we have not conducted a physical inspection of the properties and facilities of Cytogen and have not made nor obtained any evaluations or appraisals of the assets or liabilities (including, without limitation, any potential environmental liabilities), contingent or otherwise, of Cytogen. We have also assumed that the final terms of the Merger Agreement will not vary materially from the Draft Agreement, that the Merger will be consummated in accordance with the terms of the Merger Agreement and that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any material delay or adverse effect on Cytogen.

        Our opinion is necessarily based upon market, economic and other conditions as they exist on, and can be evaluated as of, the date of this letter. We express no opinion as to the underlying valuation, future performance or long-term viability of Cytogen. Our opinion solely addresses the fairness, from a financial point of view, of the Merger Consideration to the holders of common stock of the Company. Our opinion does not address the relative merits of the Merger as compared to other transactions or business strategies that might be available to the Company, nor does it address the Company's underlying business decision to proceed with the Merger. It should be understood that, although subsequent developments may affect this opinion, we do not have any obligation to update or revise the opinion. In addition, we express no recommendation as to how the shareholders of Cytogen should vote at the shareholders meeting to be held in connection with the Merger.

        We will receive a fee from Cytogen for providing this opinion to the Board of Directors of Cytogen. This fee is not contingent on the consummation of the Merger nor is it contingent on the conclusion reached by us in this opinion. In addition, the Company has agreed to indemnify us for certain liabilities arising out of the rendering of this opinion. In the ordinary course of our business, we and our affiliates may actively trade in debt and equity securities of the Company for our own account and for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities. We entered into an engagement letter with Cytogen on February 13, 2007 for the purposes of assisting the Company in exploring strategic alternatives, and in connection with that engagement, we and the Company agreed that we would provide this opinion in respect of any transaction that resulted during a period of 12 months following the execution of that engagement letter. Upon delivery of the fairness opinion, the February 2007 agreement is superseded in its entirely by the December 2007 agreement. During the two years preceding the date of this opinion we have not had any other material relationship with the Company or any other transaction parties.

        This opinion does not address the relative merits of the Merger, any alternatives to the Merger available to Cytogen or any other underlying decision of Cytogen to proceed with or effect the Merger. We express no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of Cytogen, or any class of such persons relative to the consideration to be received by the holders of the common stock of Cytogen in the Merger or with respect to the fairness of any such compensation. Further, this opinion is delivered to the Board of Directors of Cytogen solely for its use in considering the Merger and may not be used for any other purpose except as described in the engagement letter between Cytogen and us dated December 31, 2007. We note that we have been retained only by Cytogen and, subject to applicable law, our engagement is not deemed to be on behalf of, and it does not confer any rights upon, any stockholder of Cytogen or any

B-3


March 10, 2008
The Board of Directors
Cytogen, Inc.
Page 3

other person. This opinion may not be reproduced, disseminated, quoted or referred to in any manner, without our prior written consent. This opinion was approved by our fairness opinion committee.

        Based upon and subject to the forgoing, and such other factors as we deemed relevant, we are of the opinion, as of the date hereof, that the Merger Consideration to be paid to the holders of common stock of the Company is fair, from a financial point of view, to such holders.

Very truly yours,

JANNEY MONTGOMERY SCOTT LLC

B-4



ANNEX C

FORM OF VOTING AGREEMENT

C-1



VOTING AGREEMENT

        THIS VOTING AGREEMENT (this "Agreement"), dated this             day of March, 2008 is entered into by and among Cytogen Corporation, a Delaware corporation (the "Company"),                         (the "Stockholder") and EUSA Pharma, Inc., a Delaware corporation (the "Parent"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Merger Agreement (as defined below).

WITNESSETH:

        WHEREAS, the Stockholder is the legal and beneficial owners of                                    shares of Company Common Stock which represents                        % of the outstanding shares of Company Common Stock;

        WHEREAS, Company is a party to an Agreement and Plan of Merger, which is being executed contemporaneously herewith, between Company, Merger Sub and Parent, a true and complete copy of which has been provided to the Stockholder (the "Merger Agreement");

        WHEREAS, the Stockholder has agreed to vote all of the Company Capital Stock owned by it, whether beneficially or otherwise, or over which it has voting power (the "Stockholder Shares") in favor of all resolutions to be considered by holders of Company Capital Stock in connection with the transactions contemplated by the Merger Agreement;

        NOW, THEREFORE in consideration of the foregoing premises and as inducement to and in consideration of Parent entering into the Merger Agreement and certain other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

        Section 1    Representations and Warranties.    The Stockholder hereby represents and warrants, for and in respect of itself and its Stockholder Shares only, that:

C-2


        Section 2    Covenants    

        Section 3    Voting.    Subject to the terms of this Agreement, the Stockholder hereby irrevocably and unconditionally agrees until this Agreement is terminated:

C-3


        Section 4    Voting as to Other Matters.    For the avoidance of doubt, this Agreement shall not require the Stockholder to vote or grant any proxy to vote, or refrain from voting or granting any proxy to vote, on any matter other than those specified in this Agreement.

        Section 5    Remedies.    In case any one or more of the covenants and/or agreements set forth in this Agreement shall have been breached by any party hereto, the party or parties entitled to the benefit of such covenants or agreements may proceed to protect and enforce its or their rights, either by suit in equity and/or action at law, including, but not limited to, an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement. The rights, powers and remedies of the parties under this Agreement are cumulative and not exclusive of any other right, power or remedy which such parties may have under any other agreement or law. No single or partial assertion or exercise of any right, power or remedy of a party hereunder shall preclude any other or further assertion or exercise thereof.

        Section 6    Successors and Assigns.    Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of Company, Parent and the Stockholder and the respective successors and permitted assigns.

        Section 7    Duration of Agreement.    Except as specifically set forth herein, the rights and obligations of Parent, Company and the Stockholder set forth herein shall survive until, and this Agreement shall terminate upon, either the consummation of the Merger or termination of the Merger Agreement.

        Section 8    Entire Agreement.    This Agreement, together with the other writings referred to herein or delivered pursuant hereto which form a part hereof, contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous arrangements or understandings with respect thereto.

        Section 9    Notices.    All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular mail, addressed or telecopied, as the case may be, to such party at the address or telecopier number, as the case may be, set forth below or such other address or telecopier

C-4



number, as the case may be, as may hereafter be designated in writing by the addressee to the addressor listing all parties:

All such notices, requests, consents and communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of mailing, on the third business day following the date of such mailing, (c) in the case of overnight mail, on the first business day following the date of such mailing, and (d) in the case of facsimile transmission, when confirmed by facsimile machine report.

        Section 10    Changes.    The terms and provisions of this Agreement may be modified or amended, or any of the provisions hereof waived, temporarily or permanently, only pursuant to the written consent of Parent, Company and the Stockholder.

        Section 11    Counterparts.    This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

        Section 12    Headings.    The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

        Section 13    Nouns and Pronouns.    Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice-versa.

C-5



        Section 14    Severability.    Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

        Section 15    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding choice of law rules thereof.

C-6


        IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first above written.

    COMPANY

 

 

By:


      Name:  
      Title:  

 

 

 

 

 
    PARENT

 

 

By:


      Name:  
      Title:  
 

 

 

 

 

 
    STOCKHOLDER

 

 

 


      Name:  
      Address:

 

 

 

 



 

 

 

 


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ANNEX D

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

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ANNEX D

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

        (a)   Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

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        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:

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        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.

        (f)    Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

        (h)   After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest

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from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

        (k)   From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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PRELIMINARY COPY-SUBJECT TO COMPLETION

CYTOGEN CORPORATION

650 COLLEGE ROAD EAST

SUITE 3100

PRINCETON, NEW JERSEY 08540-3533


THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS

        The undersigned holder of common stock of Cytogen Corporation, a Delaware corporation (the "Company"), hereby appoints Kevin G. Lokay and Kevin J. Bratton, and each of them, as proxies for the undersigned, each with full power of substitution, to act for and in the name of the undersigned to vote, as designated on the reverse side, all of the shares of common stock of the Company that the undersigned is entitled to vote at the special meeting of stockholders of the Company, to be held at the offices of Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540, on May [    ], 2008, at 10:00 a.m., local time, or at any adjournments or postponements thereof.

(Continued and to be signed on the reversed side)



SPECIAL MEETING OF STOCKHOLDERS OF

CYTOGEN CORPORATION

May [    ], 2008

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible

Please detach along perforated line and mail in the envelope provided.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS SET FORTH BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE, PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
    ý

 
   
   
  FOR
  AGAINST
  ABSTAIN
    1.   Approval and adoption of the Agreement and Plan of Merger, dated as of March 10, 2008, by and among EUSA Pharma, Inc., EUSA Pharma (USA), Inc. and Cytogen Corporation (the "Merger Agreement").   o   o   o

 

 

 

 

 

 

 

 

 

 

 
    2.   Approval of the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.   o   o   o
 
        In their discretion, the proxies are authorized to vote upon such other business as may property come before the special meeting, or at any adjournments or postponements thereof.

 

 

 

 

 

    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ALL OF THE PROPOSALS.

 

 

    
The undersigned hereby acknowledges receipt of (I) the Notice of Special Meeting, and (II) the Proxy Statement.

 

 

    PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED. NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.

    To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

 

 
 
Signature of Shareholder:
  Date:
  Signature of Shareholder:
  Date:
 
Note:   Please sign exactly as your names appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.



QuickLinks

CYTOGEN CORPORATION 650 COLLEGE ROAD EAST, SUITE 3100 PRINCETON, NJ 08540-3533
TABLE OF CONTENTS
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THE PARTIES TO THE MERGER AGREEMENT
THE SPECIAL MEETING
THE MERGER
THE AGREEMENT AND PLAN OF MERGER
ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING
MARKET PRICE OF OUR COMMON STOCK
PROJECTED FINANCIAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS
SUBMISSION OF STOCKHOLDER PROPOSALS
WHERE YOU CAN FIND MORE INFORMATION
ANNEX A AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER BY AND AMONG EUSA PHARMA, INC., EUSA PHARMA (USA), INC. and CYTOGEN CORPORATION Dated as of March 10, 2008
TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
ARTICLE I THE MERGER
ARTICLE II EFFECT ON CAPITAL STOCK; SURRENDER OF CERTIFICATES AND PAYMENT
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
ARTICLE V COVENANTS OF THE COMPANY
ARTICLE VI COVENANTS OF PARENT
ARTICLE VII COVENANTS OF THE COMPANY AND PARENT
ARTICLE VIII CONDITIONS TO MERGER
ARTICLE IX TERMINATION
ARTICLE X MISCELLANEOUS
ARTICLE XI DEFINITIONS
ANNEX B FAIRNESS OPINION OF JANNEY MONTGOMERY SCOTT LLC
ANNEX C FORM OF VOTING AGREEMENT
VOTING AGREEMENT
ANNEX D GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
ANNEX D GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
PRELIMINARY COPY-SUBJECT TO COMPLETION CYTOGEN CORPORATION 650 COLLEGE ROAD EAST SUITE 3100 PRINCETON, NEW JERSEY 08540-3533
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS OF CYTOGEN CORPORATION May [ ], 2008