0001088020-11-000031 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • May 13th, 2011 • Palatin Technologies Inc • Pharmaceutical preparations • New York

WHEREAS, the Company has sold units (“Units”), each consisting of (i) one share of common stock, par value $0.01 per share (“Common Stock”), of the Company, (ii) one Series A Warrant (collectively, the “Series A Warrants”), each whole Series A Warrant entitling the holder to purchase 0.087 of one share of Common Stock, and (iii) one Series B Warrant (collectively, the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”), each whole Series B Warrant entitling the holder to purchase 0.913 of one share of Common Stock, the Warrants being subject to adjustment as described herein, pursuant to that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of February 24, 2011 (the “Subscription Date”), by and among the Company and Roth Capital Partners, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”); and

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PALATIN TECHNOLOGIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 13th, 2011 • Palatin Technologies Inc • Pharmaceutical preparations • Delaware

Palatin Technologies, Inc., a Delaware corporation (the "Company"), grants to the Grantee named below, in accordance with the terms of Palatin Technologies, Inc. 2011 Stock Incentive Plan (the "Plan") and this Nonqualified Stock Option Agreement (the "Agreement"), an option (the "Stock Option") to purchase the number of Shares at the exercise price per share ("Exercise Price") as follows:

PALATIN TECHNOLOGIES, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 13th, 2011 • Palatin Technologies Inc • Pharmaceutical preparations • Delaware

Palatin Technologies, Inc., a Delaware corporation (the "Company"), grants to the Grantee named below, in accordance with the terms of Palatin Technologies, Inc. 2011 Stock Incentive Plan (the "Plan") and this Incentive Stock Option Agreement (the "Agreement"), an option (the "Stock Option") to purchase the number of Shares at the exercise price per share ("Exercise Price") as follows:

PALATIN TECHNOLOGIES, INC. RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • May 13th, 2011 • Palatin Technologies Inc • Pharmaceutical preparations • Delaware

Palatin Technologies, Inc., a Delaware corporation (the "Company"), grants to the Grantee named below, in accordance with the terms of the Palatin Technologies, Inc. 2011 Stock Incentive Plan (the "Plan") and this Restricted Share Unit Agreement (the "Agreement"), the following number of Restricted Share Units, on the Date of Grant set forth below:

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