Warrant

Common Stock Purchase Warrant Certificate

by Palatin Technologies, Inc.
May 5th, 1999

                                                          1

                           FORM OF WARRANT CERTIFICATE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


                                _________WARRANTS


                           PALATIN TECHNOLOGIES, INC.

                    COMMON STOCK PURCHASE WARRANT CERTIFICATE

                   THE WARRANTS EVIDENCED BY THIS CERTIFICATE
                      ARE NOT EXERCISABLE AFTER 5:00 P.M.,
                             NEW YORK CITY TIME, ON
                                ___________, 2004


THIS CERTIFIES THAT ________________________ or registered assigns is the
registered holder (the "Registered Holder") of the number of Warrants set forth
above, each of which represents the right to purchase one fully paid and
non-assessable share of Common Stock, par value $0.01 per share (the "Common
Stock"), of Palatin Technologies, Inc., a Delaware corporation (the "Company"),
at the initial exercise price of $_.___ per Warrant (the "Exercise Price") at
any time after the date on which the shares of Common Stock issuable upon
exercise of the Warrants evidenced hereby have been registered under the
Securities Act of 1933, as amended, or such other action as may be required by
federal or state law relating to the issuance or distribution of securities
shall have been taken, and prior to the Expiration Date (as hereinafter
defined), by surrendering this Warrant Certificate, with the Form of Election to
Purchase duly executed at the principal office of the Company and by paying in
full the Exercise Price, plus transfer taxes, if any. Payment of the Exercise
Price shall be made in United States currency, by certified check or money order
payable to the order of the Company. Unless otherwise defined herein, the
capitalized terms used herein shall have the meaning assigned to such terms in
the Purchase Agreement.

The Warrants have been issued pursuant to a private placement of Common Stock
and Warrants.

This Warrant Certificate is issued under and in accordance with the Purchase
Agreement dated as of _______________, 1999, between the Company and the
Registered Holder, as amended and is subject to the terms and provisions
contained in said Purchase Agreement. The Registration Rights Agreement between
the Company and the Registered Holder governs the registration rights of the
shares of Common Stock underlying the Warrants.


                              EXERCISE OF WARRANTS

           Issuance of Common Stock. As soon as practicable after the date of
exercise of any Warrants, the Company shall issue, or cause the transfer agent
for the Common Stock, if any, to issue a certificate or certificates for the
number of full shares of Common Stock to which such Registered Holder is
entitled, registered in accordance with the instructions set forth in the Form
of Election to Purchase. All shares of Common Stock issued upon the exercise of
any Warrants shall be validly authorized and issued, fully paid and
non-assessable, and free from all taxes, liens and charges created by the
Company in respect of the issue thereof. Each person in whose name any such
certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of the Common Stock represented
thereby on the date of exercise of the Warrants resulting in the issuance of
such shares, irrespective of the date of issuance or delivery of such
certificate for shares of Common Stock.

           Certificates for Unexercised Warrants. In the event that less than
all of the Warrants represented by a Warrant Certificate are exercised, the
Company shall execute and mail, by first-class mail, within 30 days of the date
of exercise, to the Registered Holder of such Warrant Certificate, or such other
person as shall be designated in the Form of Election to Purchase, a new Warrant
Certificate representing the number of full Warrants not exercised. In no event
shall a fraction of a Warrant be exercised, and the Company shall distribute no
Warrant Certificates representing fractions of Warrants. Final fractions of
shares shall be treated as provided for herein.

           Reservation of Shares. The Company shall at all times reserve and
keep available for issuance upon the exercise of Warrants a number of its
authorized but unissued shares of Common Stock that will be sufficient to permit
the exercise in full of all outstanding Warrants.


                        ADJUSTMENTS AND NOTICE PROVISIONS

           Adjustment of Exercise Price. Subject to the provisions hereof, the
Exercise Price in effect from time to time shall be subject to adjustment, as
follows:






           (a) In case the Company shall at any time after the date hereof (i)
declare a dividend on the outstanding Common Stock payable in shares of its
capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Exercise
Price, and the number of shares of Common Stock issuable upon exercise of the
Warrants in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination, or reclassification, shall be
proportionately adjusted so that the Holders of the Warrants after such time
shall be entitled to receive the aggregate number and kind of shares which, if
such Warrants had been exercised immediately prior to such time, such Registered
Holders would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur.






           (b) In case the Company shall issue or fix a record date for the
issuance to all holders of Common Stock of rights, options, or warrants to
subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock) at a price per share (or having a conversion or
exchange price per share, if a security convertible into or exchangeable for
Common Stock) less than the Current Market Price per share of Common Stock (as
determined below) on such record date, then, in each case, the Exercise Price
shall be adjusted by multiplying the Exercise Price in effect immediately prior
to such record date by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding on such record date plus the number of shares
of Common Stock which the aggregate offering price of the total number of shares
of Common Stock so to be offered (or the aggregate initial conversion or
exchange price of the convertible or exchangeable securities so to be offered)
would purchase at such Current Market Price and the denominator of which shall
be the number of shares of Common Stock outstanding on such record date plus the
number of additional shares of Common Stock to be offered for subscription or
purchase (or into which the convertible or exchangeable securities so to be
offered are initially convertible or exchangeable). Such adjustment shall become
effective at the close of business on such record date; provided, however, that,
to the extent the shares of Common Stock (or securities convertible into or
exchangeable for shares of Common Stock) are not delivered, the Exercise Price
shall be readjusted after the expiration of such rights, options, or warrants
(but only with respect to Warrants exercised after such expiration), to the
Exercise Price which would then be in effect had the adjustments made upon the
issuance of such rights, options, or warrants been made upon the basis of
delivery of only the number of shares of Common Stock (or securities convertible
into or exchangeable for shares of Common Stock) actually issued.
Notwithstanding anything to the contrary contained herein, no adjustment shall
be made to the Exercise Price until any condition to the vesting of such rights,
options or warrants shall be fulfilled or satisfied (and then only with respect
to the portion thereof which shall have vested). In case any subscription price
may be paid in a consideration part or all of which shall be in a form other
than cash, the value of such consideration shall be as determined in good faith
by the board of directors of the Company, whose determination shall be
conclusive absent manifest error. Shares of Common Stock owned by or held for
the account of the Company or any majority-owned subsidiary shall not be deemed
outstanding for the purpose of any such computation.

           (c) In case the Company shall distribute to all holders of Common
Stock (including any such distribution made to the stockholders of the Company
in connection with a consolidation or merger in which the Company is the
continuing corporation) evidences of its indebtedness, cash (other than any cash
dividend which, together with any cash dividends paid within the twelve (12)
months prior to the record date for such distribution, does not exceed 5% of the
Current Market Price at the record date for such distribution) or assets (other
than distributions and dividends payable in shares of Common Stock), or rights,
options, or warrants to subscribe for or purchase Common Stock, or securities
convertible into or exchangeable for shares of Common Stock (excluding those
with respect to the issuance of which an adjustment of the Exercise Price is
provided pursuant to the foregoing paragraph), then, in each case, the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect immediately
prior to the record date for the determination of stockholders entitled to
receive such distribution by a fraction, the numerator of which shall be the
Current Market Price per share of Common Stock on such record date, less the
fair market value (as determined in good faith by the board of directors of the
Company, whose determination shall be conclusive absent manifest error) of the
portion of the evidences of indebtedness or assets so to be distributed, or of
such rights, options, or warrants or convertible or exchangeable securities, or
the amount of such cash, applicable to one share, and the denominator of which
shall be such Current Market Price per share of Common Stock.
Such adjustment shall become effective at the close of business on such record
date.






           Current Market Price. For the purpose of any computation under this
Warrant, the Current Market Price per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices for the fifteen (15)
consecutive trading days immediately preceding the date in question. The closing
price for each day shall be (a) the last reported sales price regular way or, in
case no such reported sale takes place on such day, the closing bid price
regular way, in either case on the principal national securities exchange or
market system (including, for purposes hereof, the NASDAQ National Market System
or the NASDAQ SmallCap) on which the Common Stock, is listed or admitted to
trading, (b) if the Common Stock, is not listed or admitted to trading on any
national securities exchange or market system, the highest reported bid price
for the Common Stock, as furnished by the National Association of Securities
Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or (c) if on any such date the Common Stock is not
listed or admitted to trading on any national securities exchange and is not
quoted by NASDAQ National Market System or NASDAQ SmallCap System or any similar
organization, as determined by reference to the "pink sheets" published by the
National Quotation Bureau or, if not so published, by such other method of
determining the market value of a share of Common Stock, as the board of
directors of the Company shall in good faith from time to time deem to be fair,
whose determination shall be conclusive absent manifest error.

           No Adjustments to Exercise Price. No adjustment in the Exercise Price
shall be required if such adjustment is less than $.05; provided, however, that
any adjustments which by reason of this Warrant are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Warrant shall be made to the nearest cent or to the
nearest one thousandth of a share, as the case may be.

           Deferral of Adjustments to Exercise Price. In any case in which this
Warrant shall require that an adjustment in the Exercise Price be made effective
as of a record date for a specified event, the Company may elect to defer, until
the occurrence of such event, issuing to the Registered Holders of the Warrants,
if any Registered Holder has exercised a Warrant after such record date, the
shares of Common Stock, if any, issuable upon such exercise over and above the
shares of Common Stock, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such exercising Registered Holder a due bill or other
appropriate instrument evidencing such Registered Holder's right to receive such
additional shares upon the occurrence of the event requiring such adjustment.

           Adjustment to Number of Shares. Upon each adjustment of the Exercise
Price as a result of the calculations made above the Warrants shall thereafter
evidence the right to purchase, at the adjusted Exercise Price, that number of
shares (calculated to the nearest thousandth) obtained by dividing (A) the
product obtained by multiplying the number of shares purchasable upon exercise
of the Warrants prior to adjustment of the number of shares by the Exercise
Price in effect prior to adjustment of the Exercise Price by (B) the Exercise
Price in effect after such adjustment of the Exercise Price.






           Reorganization. In case of any capital reorganization, other than in
the cases referred to above, or the consolidation or merger of the Company with
or into another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification of the outstanding shares of Common Stock or the conversion of
such outstanding shares of Common Stock into shares of other stock or other
securities or property), or the sale of the property of the Company as an
entirety or substantially as an entirety (collectively such actions being
hereinafter referred to as "Reorganizations"), there shall thereafter be
deliverable upon exercise of any Warrant (in lieu of the number of shares of
Common Stock theretofore deliverable) the number of shares of stock or other
securities or property to which a Registered Holder of the number of shares of
Common Stock which would otherwise have been deliverable upon the exercise of
such Warrant would have been entitled upon such Reorganization if such Warrant
had been exercised in full immediately prior to such Reorganization. In case of
any Reorganization, appropriate adjustment, as determined in good faith by the
Board of Directors of the Company, shall be made in the application of the
provisions herein set forth with respect to the rights and interests of
Registered Holders so that the provisions set forth herein shall thereafter be
applicable, as nearly as practicable, in relation to any shares or other
property thereafter deliverable upon exercise of Warrants. The Company shall not
effect any such Reorganization, unless upon or prior to the consummation thereof
the successor corporation, or if the Company shall be the surviving corporation
in any such Reorganization and is not the issuer of the shares of stock or other
securities or property to be delivered to holders of shares of the Common Stock
outstanding at the effective time thereof, then such issuer, shall assume by
written instrument the obligation to deliver to the Registered Holder of any
Warrant Certificate such shares of stock, securities, cash or other property as
such holder shall be entitled to purchase in accordance with the foregoing
provisions. Notwithstanding anything to the contrary contained herein, in the
event of sale or conveyance or other transfer of all or substantially all of the
assets of the Company as a part of a plan for liquidation of the Company, all
rights to exercise any Warrant shall terminate thirty (30) days after the
Company gives written notice to each Registered Holder of a Warrant Certificate
that such sale or conveyance of other transfer has been consummated.

           Reclassifications. (a) In case of any reclassification or change of
the shares of Common Stock issuable upon exercise of the Warrants (other than a
change in par value or from no par value to a specified par value, or as a
result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Registered Holders of the
Warrants shall have the right thereafter to receive upon exercise of the
Warrants solely the kind and amount of shares of stock and other securities,
property, cash, or any combination thereof receivable upon such reclassification
or change by a Registered Holder of the number of shares of Common Stock for
which the Warrants might have been exercised immediately prior to such
reclassification or change. Thereafter, appropriate provision shall be as nearly
equivalent as practicable to the adjustments in this Warrant. The above
provisions of this paragraph shall similarly apply to successive
reclassifications and changes of shares of Common Stock.






           (b) Notwithstanding anything to the contrary herein contained, in the
event of a transaction contemplated by the prior paragraph in which the
surviving, continuing, successor, or purchasing corporation demands that all
outstanding Warrants be extinguished prior to the closing date of the
contemplated transaction, the Company shall give prior notice (the "Merger
Notice") thereof to the Registered Holders advising them of such transaction.
The Registered Holders shall have ten (10) days after the date of the Merger
Notice to elect to (i) exercise the Warrants in the manner provided herein or
(ii) receive from the surviving, continuing, successor, or purchasing
corporation, with respect to outstanding Warrants, the same consideration
receivable by a Registered Holder of the number of shares of Common Stock for
which the Warrants might have been exercised immediately prior to such
consolidation, merger, sale, or purchase reduced by such amount of the
consideration as has a market value equal to the exercise price of the Warrants,
as determined by the Board of Directors of the Company, whose determination
shall be conclusive absent manifest error. If any Registered Holder fails to
timely notify the Company of its election, the Holder shall be deemed for all
purposes to have elected the option set forth in (ii) above. Any amounts
receivable by a Holder who has elected the option set forth in (ii) above shall
be payable at the same time as amounts payable to stockholders in connection
with any such transaction.

           Verification of Computations. Whenever the Exercise Price is adjusted
as provided in this Warrant, the Company will promptly obtain a certificate of
the chief financial officer of the Company setting forth the Exercise Price as
so adjusted and a brief statement of the facts accounting for such adjustment,
and will make available a brief summary thereof to the Registered Holders of the
Warrant Certificates, at their addresses listed on the register maintained for
the purpose by the Company.

           Exercise Price Not Less Than Par Value. In no event shall the
Exercise Price be adjusted below the par value per share of the Common Stock.

           Notice of Certain Actions.  In case at any time the Company shall
           propose:

                     (a) to pay any dividend or make any distribution on shares
           of Common Stock in shares of Common Stock or make any other
           distribution (other than regularly scheduled cash dividends which are
           not in a greater amount per share than the most recent such cash
           dividend) to all holders of Common Stock; or

                     (b) to issue any rights, warrants, or other securities to
           all holders of Common Stock entitling them to purchase any additional
           shares of Common Stock or any other rights, warrants, or other
           securities; or

                     (c) to effect any reclassification or change of outstanding
           shares of Common Stock, or any consolidation, merger, sale, lease, or
           conveyance of property, described above; or

                     (d) to effect any liquidation, dissolution, or winding-up
           of the Company;

then, in each such case, the Company shall cause notice of such proposed action
to be mailed to each Registered Holder of a Warrant Certificate. Such notice
shall be mailed, at least ten (10) days prior to the record date for determining
holders of the Common Stock for purposes of receiving such payment or offer or
at least ten (10) days prior to the earlier of the date upon which such action
is to take place or any record date to determine holders of Common Stock
entitled to receive such securities or other property, as the case may be.






           Notice of Adjustments. Whenever any adjustment is made pursuant to
this Warrant, the Company shall cause notice of such adjustment to be mailed to
each Registered Holder of a Warrant Certificate within fifteen (15) days
thereafter, such notice to include in reasonable detail (i) the events
precipitating the adjustment, (ii) the computation of any adjustments, and (iii)
the Exercise Price, the number of shares or the securities or other property
purchasable upon exercise of each Warrant after giving effect to such
adjustment.

           Warrant Certificate Amendments. Irrespective of any adjustments
pursuant to this Warrant, Warrant Certificates theretofore or thereafter issued
need not be amended or replaced, but certificates thereafter issued shall bear
an appropriate legend or other notice of any adjustments.

           Fractional Shares. The Company shall not be required upon the
exercise of any Warrant to issue fractional shares of Common Stock which may
result from adjustments in accordance with this Warrant to the Exercise Price or
number of shares of Common Stock purchasable under each Warrant. If more than
one Warrant is exercised at one time by the same Registered Holder, the number
of full shares of Common Stock which shall be deliverable shall be computed
based on the number of shares deliverable in exchange for the aggregate number
of Warrants exercised. With respect to any final fraction of a share called for
upon the exercise of any Warrant or Warrants, the Company shall pay a cash
adjustment in respect of such final fraction in an amount equal to the same
fraction of the Current Market Price of a share of Common Stock calculated in
accordance with this Warrant.

           Adjustments Not Provided For. If any change to the capitalization of
the Company should occur with respect to which a favorable adjustment to the
rights and interests of the Registered Holders of the Warrants should be made,
and such adjustment is not otherwise provided for in this Warrant, such
appropriate adjustment should be made as determined in good faith by the Board
of Directors of the Company.

           No Warrant may be exercised after 5:00 P.M., New York City time, on
the expiration date (the "Expiration Date") which will be __________, 2004. All
Warrants evidenced hereby shall thereafter become void.


                          OTHER PROVISIONS RELATING TO
                          RIGHTS OF REGISTERED HOLDERS
                             OF WARRANT CERTIFICATES

           Rights of Warrant Holders. No Warrant Certificate shall entitle the
registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to vote, to receive dividends and other
distributions, to receive any notice of, or to attend, meetings of stockholders
or any other proceedings of the Company.






           Lost, Stolen, Mutilated or Destroyed Warrant Certificates. If any
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company
in its discretion may execute and deliver, in exchange and substitution for and
upon cancellation of a mutilated Warrant Certificate, or in lieu of or in
substitution for a lost, stolen or destroyed Warrant Certificate, a new Warrant
Certificate for the number of Warrants represented by the Warrant Certificate so
mutilated, lost, stolen or destroyed but only upon receipt of evidence of such
loss, theft or destruction of such Warrant Certificate, and of the ownership
thereof, and indemnity, if requested, all satisfactory to the Company.
Applicants for such substitute Warrant Certificates shall also comply with such
other reasonable regulations and pay such other reasonable charges incidental
thereto as the Company may prescribe. Any such new Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at
any time enforceable by anyone.


                   SPLIT UP, COMBINATION, EXCHANGE, TRANSFER,
                    AND CANCELLATION OF WARRANT CERTIFICATES

           Split Up, Combination, Exchange and Transfer of Warrant Certificates.
Prior to the latest time at which the Warrants may be exercised, subject to any
applicable laws, rules or regulations restricting transferability, Warrant
Certificates, subject to the provisions hereof, may be split up, combined or
exchanged for other Warrant Certificates representing a like aggregate number of
Warrants or may be transferred in whole or in part. Any holder desiring to split
up, combine or exchange a Warrant Certificate or Warrant Certificates shall make
such request in writing delivered to the Company at its principal office and
shall surrender the Warrant Certificate or Warrant Certificates so to be split
up, combined or exchanged at said office with the Form of Assignment. Upon any
such surrender for split up, combination, exchange or transfer, the Company
shall execute and deliver to the person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested in the Form of
Assignment. The Company may require the holder to pay a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any split
up, combination, exchange or transfer of Warrant Certificates prior to the
issuance of any new Warrant Certificate.

           Cancellation of Warrant Certificates. Any Warrant Certificate
surrendered upon the exercise of Warrants or for split up, combination, exchange
or transfer, or purchased or otherwise acquired by the Company, shall be
canceled and shall not be reissued by the Company; and, except as otherwise
provided herein in case of the exercise of less than all of the Warrants
evidenced by a Warrant Certificate or in case of a split up, combination,
exchange or transfer, no Warrant Certificate shall be issued hereunder in lieu
of such canceled Warrant Certificate. Any Warrant Certificate so canceled shall
be destroyed by the Company.

           Agreement of Warrant Certificate Holders. Every holder of a Warrant
Certificate by accepting the same consents and agrees with the Company and with
every other holder of a Warrant Certificate that:






                     (a) transfer of the Warrant Certificates shall be
           registered on the books of the Company only if surrendered at the
           principal office of the Company, duly endorsed or accompanied by a
           proper instrument of transfer; and

                     (b) prior to due presentment for registration of transfer,
           the Company may deem and treat the person in whose name the Warrant
           Certificate is registered as the absolute owner thereof and of the
           Warrants evidenced thereby (notwithstanding any notations of
           ownership or writing on the Warrant Certificates made by anyone other
           than the Company) for all purposes whatsoever, and the Company shall
           not be affected by any notice to the contrary.


                                  OTHER MATTERS

           Governing Law.  The laws of the State of New York shall govern this
 Warrant Certificate.


           IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed.

                                          PALATIN TECHNOLOGIES, INC.


                                       By:
                                          -------------------------
                                          Stephen T. Wills, Vice President and
                                          Chief Financial Officer







                                     FORM OF
                              ELECTION TO PURCHASE

     The undersigned hereby irrevocably elects to exercise of the Warrants
represented by this Warrant Certificate and to purchase the shares of Common
Stock issuable upon the exercise of said Warrants, and requests that
certificates for such shares be issued and delivered as follows:

ISSUE
TO:

                                     (NAME)


                          (ADDRESS, INCLUDING ZIP CODE)



                (SOCIAL SECURITY OR OTHER TAX IDENTIFYING NUMBER)


DELIVER
TO:

                                     (NAME)

at

                          (ADDRESS, INCLUDING ZIP CODE)

     If the number of Warrants hereby exercised is less than all the Warrants
represented by this Warrant Certificate, the undersigned requests that a new
Warrant Certificate representing the number of full Warrants not exercised be
issued and delivered as set forth below.



     In full payment of the purchase price with respect to the Warrants
exercised and transfer taxes, if any, the undersigned hereby tenders payment of
$ by certified check or money order payable in United States currency to the
order of the Company.






Dated:






(Insert Social Security or                          (Signature of registered
other identifying number                            holder)
of holder)


                                                       (Signature of registered
                                                        holder, if co-owned)


NOTE:  Signature  must conform in all respects to name of holder as specified on
the face of the Warrant Certificate.





                                     FORM OF
                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the
Assignee named below all of the rights of the undersigned represented by the
within Warrant Certificate, with respect to the number of Warrants set forth
below:

Name of Assignee                          Address             No. of Warrants






and does  hereby  irrevocably  constitute  and  appoint  Attorney  to make  such
transfer on the books of Palatin Technologies, Inc. maintained for that purpose,
with full power of substitution in the premises.

Dated:                    , 19     .



(Insert Social Security or                          Signature
 other identifying number
 of holder)

(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)