0001387131-12-002083 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 6th, 2012 • Palatin Technologies Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 2, 2012, between Palatin Technologies, Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SERIES B COMMON STOCK PURCHASE WARRANT CERTIFICATE
Palatin Technologies Inc • July 6th, 2012 • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________, the registered holder of this Warrant or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth in this Warrant, at any time or times on or after the Authorized Shares Increase Date, but not after 5:30 p.m., New York City time, on the Expiration Date, to subscribe for and purchase from Palatin Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 6th, 2012 • Palatin Technologies Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2012, between Palatin Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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