0001144204-05-030478 Sample Contracts

Standard Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 30th, 2005 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 28, 2005, by and between TITAN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Standby Equity Distribution Agreement • September 30th, 2005 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey

THIS AGREEMENT dated as of the 28th day of September 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and TITAN PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

TITAN PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • September 30th, 2005 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Florida

The undersigned, Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby agrees with Monitor Capital, Inc. (the “Placement Agent”), and Cornell Capital Partners, LP (the “Investor”) as follows:

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