PALATIN TECHNOLOGIES, INC. 23,000,000 Units Each Unit Consisting of One Share of Common Stock, One Series A Warrant to Purchase 0.087 of a Share of Common Stock and One Series B Warrant to Purchase 0.913 of a Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2011 • Palatin Technologies Inc • Pharmaceutical preparations • New York
Palatin Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters listed on Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”) an aggregate of (i) 23,000,000 authorized but unissued shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company, (ii) Series A Warrants to purchase up to 2,000,000 shares of Common Stock (the “Series A Warrants”) and (iii) Series B Warrants to purchase up to 21,000,000 shares of Common Stock (the “Series B Warrants”). The Shares, the Series A Warrants and the Series B Warrants shall be sold together as units (the “Units”), each Unit consisting of one Share, one Series A Warrant to purchase 0.087 of one share of Common Stock and one Series B Warrant to purchase 0.913 of one share of Common Stock. The Units will not be issued or certificated and
