Palatin Technologies, Inc.

4C Cedarbrook Drive

Cranbury, New Jersey  08512.



Ladies & Gentlemen:



         The undersigned, (the "Investor"), hereby confirms its agreement with

you as follows:



1. This Securities Purchase Agreement (the "Agreement") is made effective as of

___________ __, 2003 between Palatin Technologies, Inc., a Delaware corporation

(the "Company"), and the Investor.



2. The Company has authorized, subject to adjustment by the Company's Board of

Directors, the issuance and sale of up to 14,000,000 shares of common stock of

the Company, $0.01 par value per share (the "Common Stock"), and warrants to

purchase 3,500,000 shares of Common Stock (the "Warrant"), with an exercise

price of 125% of the Price Per Share (as defined below), pursuant to the form of

Warrant attached hereto as Exhibit A, to certain investors in a private

placement (the "Offering"). For every four (4) shares of Common Stock purchased

by the Investor, such Investor shall be entitled to receive a warrant to

purchase one (1) share of Common Stock. The purchase price for the Common Stock

and Warrants will be (i) the average reported closing sales price ("Price Per

Share") for the Common Stock on the American Stock Exchange for the ten (10)

business days immediately prior to the date hereof for each share of Common

Stock purchased and (ii) $0.03125, which reflects the value assigned to the

warrants for each share of Common Stock purchased.



3. The Company and the Investor agree that the Investor will purchase from the

Company and the Company will issue and sell to the Investor _____ shares of

Common Stock and _____ Warrants, for a Price Per Share of $1.39 per share of

Common Stock and $0.03125 per quarter of a Warrant purchased, or an aggregate

purchase price of $1.42, pursuant to the Terms and Conditions for Purchase of

Common Stock and Warrants attached hereto as Annex I and incorporated herein by

reference as if fully set forth herein. Unless otherwise requested by the

Investor, certificates representing the Common Stock and Warrants purchased by

the Investor will be registered in the Investor's name and address as set forth

below.



4. The Investor represents that, except as set forth below, (a) it has had no

position, office or other material relationship within the past three years with

the Company or its affiliates, (b) neither it, nor any group of which it is a

member or to which it is related, beneficially owns (including the right to

acquire or vote) any securities of the Company and (c) it has no direct or

indirect affiliation or association with any NASD member. Exceptions:





(If no exceptions, write "none." If left blank, response will be deemed to be

"none.")





{PAGE}







         Please confirm that the foregoing correctly sets forth the agreement

between us by signing in the space provided below for that purpose.





               "INVESTOR"

               By:

                    ----------------------------------------------------

               Print Name:

                            --------------------------------------------

               Title:

                       -------------------------------------------------

               Address:

                         -----------------------------------------------

               Tax ID No.:

                            --------------------------------------------

               Contact name:

                              ------------------------------------------

               Telephone:

                           ---------------------------------------------

               Facsimile:

                           ---------------------------------------------

               Name in which shares should be registered

               (if different):

                                ----------------------------------------



               Number of shares of Common Stock: _________



               Number of Warrants: __________



               U.S. Dollar Amount Invested: $__________



               Date: ________ __, 2003



         If Purchaser is a Registered Representative with a NASD member firm,

have the following acknowledgment signed by the appropriate party:



The undersigned NASD member firm acknowledges receipt of the notice required by

Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.



                   By:

                        --------------------------------------------------------

                        Name of NASD Member Firm:





                   By:

                        --------------------------------------------------------

                        Authorized Officer:



AGREED AND ACCEPTED:

-------------------



Palatin Technologies, Inc.







By:      _________________________

Title:   _________________________



Date: __________ __, 2003



                  [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]





{PAGE}







                                       24





                                     ANNEX I



         TERMS AND CONDITIONS FOR PURCHASE OF COMMON STOCK AND WARRANTS



         1. Authorization and Sale of the Common Stock and Warrants. Subject to

the terms and conditions of this Agreement, the Company has authorized the sale

of up to 14,000,000 shares of Common Stock and Warrants to purchase 3,500,000

shares of Common Stock. The Company reserves the right to increase or decrease

these numbers.



         2. Agreement to Sell and Purchase the Common Stock and Warrants;

Subscription Date.



                  2.1 At the Closing (as defined in Section 3), the Company will

sell to the Investor, and the Investor will purchase from the Company, upon the

terms and conditions hereinafter set forth, the number of shares of Common Stock

and Warrants set forth on the signature page hereto at the purchase price set

forth on such signature page.



                  2.2 The Company is entering into this same form of Securities

Purchase Agreement with certain other investors (the "Other Investors")

effective as of the date hereof (the "Subscription Date") and expects to

complete sales of Common Stock and Warrants to them. (The Investor and the Other

Investors are hereinafter sometimes collectively referred to as the "Investors,"

and this Agreement and the Securities Purchase Agreements executed by the Other

Investors are hereinafter sometimes collectively referred to as the

"Agreements.")



         3. Delivery of the Securities at Closing. The completion of the

purchase and sale of the Common Stock and Warrants (the "Closing") shall occur

(the "Closing Date") on the business day after the Subscription Date (or upon

such earlier date as the Company and the Investors shall agree), at the offices

of the Company's counsel, but in no event earlier than such date and time as the

escrow agent (as identified in Section 8) shall have received all of the

executed Agreements. At the Closing, upon written instruction of the Company,

the escrow agent shall release the Escrowed Property (as defined in Section 8)

to the Company and the Company shall deliver to the Investor one or more stock

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