SECURITIES PURCHASE AGREEMENT

Palatin Technologies, Inc.4C
Cedarbrook DriveCranbury,
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:

        Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

         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: $__________

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