0001088020-10-000007 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 1st, 2010 • Palatin Technologies Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2010, between Palatin Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT PALATIN TECHNOLOGIES, INC.
Palatin Technologies Inc • March 1st, 2010 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Rodman & Renshaw, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after March ___, 2010 (the “Exercisability Date”), but not after 11:59 p.m., New York time, on November 26, 2012 (the “Termination Date”), to subscribe for and purchase from Palatin Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

CONFIDENTIAL
Palatin Technologies Inc • March 1st, 2010 • Pharmaceutical preparations • New York
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