0001193125-10-039198 Sample Contracts

Contract
Warrant Agreement • February 25th, 2010 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 25th, 2010 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

This Stock Purchase Agreement (this “Agreement”) is dated December 8, 2009 between Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the signatories hereto (collectively, the “Investors”).

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