0001088020-09-000001 Sample Contracts

CLINICAL TRIAL SPONSORED RESEARCH AGREEMENT
Trial Sponsored Research Agreement • February 17th, 2009 • Palatin Technologies Inc • Pharmaceutical preparations • New York

This CLINICAL TRIAL SPONSORED RESEARCH AGREEMENT (this “Agreement”) is made effective as of December 5, 2008 (the “Effective Date”), by and between PALATIN TECHNOLOGIES, INC., a Delaware corporation having an address of Cedar Brook Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 (“Palatin”) and ASTRAZENECA AB, a company incorporated in Sweden under no. 556011-7482 with offices at S-151 85 Södertälje, Sweden (“AstraZeneca”).

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SECOND AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT
Confidential Treatment • February 17th, 2009 • Palatin Technologies Inc • Pharmaceutical preparations • New York

This SECOND AMENDMENT (this “Second Amendment”) is made effective as of 5 December 2008 (the “Second Amendment Effective Date”), by and between PALATIN TECHNOLOGIES, INC., a Delaware corporation having an address of Cedar Brook Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 (“Palatin”) and ASTRAZENECA AB, a company incorporated in Sweden under no. 556011-7482 with offices at S-151 85 Södertälje, Sweden (“AstraZeneca”).

EXECUTIVE OFFICER RESTRICTED STOCK UNIT AGREEMENT PALATIN TECHNOLOGIES, INC.
Executive Officer Restricted Stock Unit Agreement • February 17th, 2009 • Palatin Technologies Inc • Pharmaceutical preparations • Delaware

AGREEMENT made effective as of the 10th day of December, 2008 (the “Grant Date”), between Palatin Technologies, Inc., a Delaware corporation having its principal place of business at 4C Cedar Brook Drive, Cranbury, New Jersey 08512 (the “Company”), and ________________________ (the “Participant”). WHEREAS, the Company has adopted the 2005 Stock Plan (the “Plan”) to promote the interests of the Company by providing an incentive for employees, directors and consultants of the Company or its Affiliates; WHEREAS, pursuant to the provisions of the Plan, the Company desires to grant to the Participant restricted stock units (“RSUs”) related to the Company’s common stock, $.01 par value per share (“Common Stock”), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth; WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the meanings ascribed to such terms in the Plan. NOW, THERE

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