PALATIN TECHNOLOGIES INC
10.27 PURCHASE AGREEMENT
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<TYPE>EX-10
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<FILENAME>ex10-27.txt
<DESCRIPTION>10.27 PURCHASE AGREEMENT
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                           PALATIN TECHNOLOGIES, INC.

                               PURCHASE AGREEMENT



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                                TABLE OF CONTENTS



1.       PURCHASE AND SALE OF SECURITIES.......................................1

         1.1      Issue of Securities..........................................1

2.       CLOSING DATE; DELIVERY................................................2

         2.1      Closing......................................................2

         2.2      Delivery.....................................................2

3.       REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS OF THE PURCHASER....3

         3.1      Legal Power..................................................3

         3.2      Due Execution................................................3

         3.3      Investment Representations...................................3

         3.4      Remedies.....................................................5

         3.5      Indemnification..............................................5

4.       COVENANTS OF THE COMPANY..............................................6

         4.1      Information..................................................6

5.       UNDERSTANDINGS........................................................6

6.       DEFAULTING PROSPECTIVE PURCHASERS.....................................8

7.       MISCELLANEOUS.........................................................9

         7.1      Governing Law................................................9

         7.2      Survival.....................................................9

         7.3      Successors and Assigns.......................................9

         7.4      Entire Agreement.............................................9

         7.5      Severability.................................................9

         7.6      Amendment and Waiver.........................................9

         7.7      Notices......................................................9

         7.8      Fees and Expenses...........................................10

         7.9      Titles and Subtitles........................................10

         7.10     Counterparts................................................10

         7.11     No Waiver...................................................10

8.       ESCROW AGENT.........................................................10

9.       EXECUTION OF AGREEMENT...............................................12


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                           PALATIN TECHNOLOGIES, INC.

                               PURCHASE AGREEMENT


     This Purchase Agreement (the "Agreement" or "Purchase Agreement") is made
as of ____________, 2002 by and between Palatin Technologies, Inc., a Delaware
corporation (the "Company"), with its principal office at 103 Carnegie Center,
Suite 200, Princeton, New Jersey 08540, and each of the purchasers who are
signatories hereto and any other purchasers who are made a party to this
Agreement pursuant to Section 1 (individually, a "Purchaser" and collectively,
the "Purchasers").

                                    RECITALS

     The Company is hereby offering (the "Offering") a minimum of $4,000,000 and
a maximum of $7,500,000 (a) shares (the "Shares") of the Company's Common Stock,
$.01 par value per share (the "Common Stock"), and (b) warrants (the "Warrants")
entitling the Purchaser to purchase one (1) share of Common Stock for every five
(5) shares of Common Stock purchased under this Agreement. The Shares and the
Warrants offered in the Offering shall sometimes collectively be referred to
herein as the "Securities." The Securities will be sold by the Company to
Purchasers pursuant to Regulation D ("Regulation D") and/or Regulation S
("Regulation S") promulgated under the Securities Act of 1933, as amended (the
"Act").

     The purchase price of the Shares to be offered in the Offering (the
"Offering Price") will be the sum of (i) the amount equal to the average
reported closing sales prices for the Common Stock on the American Stock
Exchange (symbol "PTN") for the five (5) business days immediately prior to the
Initial Closing Date (as defined below) and any subsequent Closing Dates (as
defined below), as the case may be, and (ii) $0.025, which reflects the value
assigned to the warrants. Every five (5) shares of Common Stock purchased in the
Offering will entitle the Purchaser to a Warrant to purchase one (1) share of
Common Stock at an exercise price per share equal to 125% of the Offering Price,
subject to certain adjustments.

                                    AGREEMENT

     In consideration of the Company's agreement to sell the Securities to the
undersigned upon the terms and conditions contained herein, each Purchaser
(severally and not jointly) agrees and represents as follows:

     1. PURCHASE AND SALE OF SECURITIES.

          1.1 Issue of Securities.

               (a) The Company has authorized the issuance and sale of a minimum
          of $4,000,000 and a maximum of $7,500,000 of Securities pursuant to
          the provisions of this Agreement.

               (b) Subject to the terms and conditions set forth herein, the
          Company hereby agrees to issue and sell to each Purchaser the
          aggregate amount of Shares and Warrants

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          set forth below the Purchaser's signature on the subscription page
          bearing such Purchaser's name. The Shares shall be sold at the
          Offering Price.

               (c) Subject to the terms and conditions set forth herein, each
          Purchaser hereby agrees to purchase the amount of Shares and Warrants
          as determined on the subscription page bearing such Purchaser's name
          (each a "Subscription"). Each Purchaser shall severally, and not
          jointly, be liable only for the purchase of the amount of Shares and
          Warrants that appears on the subscription page hereof that relates to
          such Purchaser.

               (d) The Company's agreement with each Purchaser is a separate
          agreement and the sale of the Securities to each Purchaser is a
          separate sale.

     2. CLOSING DATE; DELIVERY.

          2.1 Closing. The Company expects to hold an initial closing of the
     Offering (the "Initial Closing") on any day, as determined by the Company
     (the "Initial Closing Date") after (i) subscriptions for a minimum of
     $4,000,000 of Securities have been accepted and (ii) the escrow agent has
     received funds for such accepted subscriptions, which is expected to occur
     on or about May 24, 2002. The final closing of the Offering (the "Final
     Closing Date") shall occur as soon as practicable on the date on which
     Subscriptions for the maximum of $7,500,000 of Securities have been
     accepted by the Company but no later than July 24, 2002, unless extended by
     the Company for an additional period not exceeding 60 days, without notice
     to the Purchaser. The Company may hold additional interim closings after
     the Initial Closing. Any such interim closing together with the Initial
     Closing are each hereinafter referred to as an "Interim Closing" and shall
     occur on one or more dates each hereinafter referred to as an "Interim
     Closing Date," and each, together with the Final Closing Date, are
     hereinafter referred to as a "Closing Date."

          2.2 Delivery. On each Closing Date, subject to the terms and
     conditions hereof, the Company shall deliver to each Purchaser (i) stock
     certificates, registered in the name of the Purchaser, representing the
     Shares to be purchased by the Purchaser from the Company, and (ii) warrant
     certificates, registered in the name of the Purchaser, representing the
     Warrants purchased by the Purchaser, each dated as of the relevant Closing
     Date, against payment of the purchase price therefor (the "Payment") by
     wire transfer or previously cleared check, unless other means of payment
     shall have been agreed upon by the Purchaser and the Company. The
     undersigned understands that payments by check as provided in this
     Paragraph 2.2 shall be delivered to Mintz Levin Cohn Ferris Glovsky and
     Popeo, P.C., as the escrow agent and, thereafter, such payment will be
     deposited as soon as practicable in an escrow account for the undersigned's
     benefit. The wire transfer shall be made to Mintz Levin Cohn Ferris Glovsky
     and Popeo, P.C., as escrow agent in accordance with the wire transfer
     instructions attached as Exhibit A hereto. The Payment will be made on or
     prior to the relevant Closing Date. The Payment (or, in the case of the
     rejection of a portion of the undersigned's subscription, the part of the
     Payment relating to such rejected portion) will be returned promptly,
     without interest or deduction, if the undersigned's subscription is
     rejected in whole or in part. Any Payment made by the Purchaser prior to
     the Initial Closing and/or any subsequent Closing is based on an estimated
     price per share of Common Stock of $3.00. The Purchaser agrees to remit to
     the Company on the Initial Closing and/or any Interim Closing the balance
     of the Payment if the Offering Price is greater than $3.00 per share. The
     Company agrees to promptly remit to the Purchaser any excess

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     Payment made by such Purchaser if the Offering Price is less than $3.00 per
     share. Each party hereto shall deliver or cause to be delivered at or prior
     to the Closing Date an executed copy of the Registration Rights Agreement
     between the Company and the Purchaser and the Company shall deliver to each
     Purchaser a fully-executed copy of the Agreement.

     3. REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS OF THE PURCHASER.

     Each Purchaser hereby represents and warrants to, and agrees with, the
Company as follows:

          3.1 Legal Power. If this Agreement is executed and delivered on behalf
     of a partnership, corporation, limited liability company, trust or estate:
     (i) such partnership, corporation, limited liability company, trust or
     estate has the full legal right and power and all authority and approval
     required (a) to execute and delivery, or authorize execution and deliver
     of, this Agreement and all other instruments (including, without
     limitation, the Registration Rights Agreement among the Purchasers and the
     Company (the "Registration Rights Agreement") executed and delivered by or
     on behalf of such partnership, corporation, limited liability company,
     trust or estate in connection with the purchase of its Securities, (b) to
     delegate authority pursuant to a power of attorney and (c) to purchase and
     hold such Securities; (ii) the signature of the party signing on behalf of
     such partnership, corporation, limited liability company, trust or estate
     is binding upon such partnership, corporation, trust or estate; and (iii)
     such partnership, corporation, limited liability company or trust has not
     been formed for the specific purpose of acquiring such Securities, unless
     each beneficial owner of such entity is qualified as an accredited investor
     within the meaning of Rule 501(a) of Regulation D and has submitted
     information substantiating such individual qualification.

          3.2 Due Execution. Each of this Agreement and the Registration Rights
     Agreement (collectively, the "Operative Documents") has been duly
     authorized, if Purchaser is a corporation, partnership, limited liability
     company, trust or fiduciary, executed and delivered by Purchaser and, upon
     due execution and delivery by the Company, the Operative Documents will be
     valid and binding agreements of Purchaser, enforceable against Purchaser in
     accordance with their terms, subject to applicable bankruptcy, insolvency,
     reorganization, moratorium and similar laws relating to or affecting
     creditors' rights and subject to general equity principles.

          3.3 Investment Representations.

               3.3.1 Purchaser is acquiring the Securities for its own account,
          not as nominee or agent, for investment and not with a view to or for
          resale in connection with any distribution or public offering thereof
          within the meaning of the Act, except pursuant to an effective
          registration statement under the Act. Alternatively, if Purchaser is a
          non-United States resident, such purchaser represents that it (a) is
          acquiring the Securities solely for its own account, and not on behalf
          of a U.S. resident, for investment purposes and not with a view to
          distribution or resale, and (b) will not sell, hypothecate, pledge or
          otherwise dispose of any interest in the Securities, in the United
          States, its territories and possessions or any area subject to its
          jurisdiction, or to any partnership or other entity created or
          organized therein, unless such Securities have been either registered
          under the Act or are exempt from the registration

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          requirements of the Act; in the opinion of the Company's counsel, and
          unless such Purchaser has complied with any applicable restrictions on
          transfer in this Agreement.

               3.3.2 Purchaser understands that (i) the Securities have not been
          registered under the Act by reason of a specific exemption therefrom,
          and may not be transferred or resold except pursuant to an effective
          registration statement or exemption from registration and (ii) each
          certificate or other document representing the Securities will be
          endorsed with legends in substantially the following form:

                    A) 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.

                    B) Any legend required to be placed thereon by applicable
               federal or state securities laws;

          and (iii) the Company will instruct any transfer agent not to register
          the transfer of any of the Securities unless the conditions specified
          in the foregoing legend are satisfied.

               3.3.3 The Purchaser is familiar with and understands the terms of
          the Offering, including the rights to which the Purchaser is entitled
          under the Registration Rights Agreement and Form of Warrant
          Certificate attached hereto. The Purchaser has been furnished with and
          has carefully read the Company's Current Reports on Form 8-K dated
          June 5, 2001, June 1, 2001 and May 2, 2001 (the "8-Ks"), the Company's
          Quarterly Reports on Form 10-Q for the Quarters ended March 31, 2002,
          December 31, 2001 and September 30, 2001 (the "10-Qs"), and the
          Company's Annual Report on Form 10-K for the year ended June 30, 2001
          (the "10-K"). In evaluating the suitability of an investment in the
          Company, the Purchaser has not relied upon any representation or other
          information (whether oral or written) from the Company, or any agent,
          employee or affiliate of the Company other than as set forth in the
          10-K, 10-Qs and 8-Ks and the results of Purchaser's own independent
          investigation. With respect to individual or partnership tax and other
          economic considerations involved in this investment, the Purchaser has
          carefully considered and has, to the extent the Purchaser believes
          such discussion necessary, discussed with the Purchaser's professional
          legal, tax, accounting and financial advisers the suitability of an
          investment in the Securities for the Purchaser's particular tax and
          financial situation and has determined that the Securities being
          subscribed for by the Purchaser are a suitable investment for the
          Purchaser.

               3.3.4 The Purchaser acknowledges that (i) the Purchaser has had
          the right to request copies of any documents, records and books
          pertaining to this investment and (ii)

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          such documents, records, and books pertaining to this investment which
          the Purchaser requested have been made available for inspection by the
          Purchaser, the Purchaser's representative, attorney, accountant or
          adviser(s) (the "Purchaser's advisers").

               3.3.5 The Purchaser and/or the Purchaser's adviser(s) has/have
          had a reasonable opportunity to ask questions of and receive answers
          from a person or persons acting on behalf of the Company concerning
          the Offering and all such questions have been answered to the full
          satisfaction of the Purchaser.

               3.3.6 The Purchaser is not subscribing for Securities as a result
          of or subsequent to any advertisement, article, notice or other
          communication published in any newspaper, magazine or similar media or
          broadcast over television or radio or presented at any seminar or
          meeting.

               3.3.7 Purchaser is an "accredited investor" as such term is
          defined in Rule 501 under the Act and as indicated by the Purchaser's
          responses to the Confidential Purchaser Questionnaire.

               3.3.8 Purchaser is a resident of, and all communications
          regarding Purchaser's purchase of the Securities were sent to
          Purchaser, in the state and country of Purchaser's residence shown on
          the subscription page attached hereto.

               3.3.9 If the Purchaser is a natural person, the Purchaser has
          reached the age of majority in the state or other jurisdiction in
          which the Purchaser resides, has adequate means of providing for the
          Purchaser's current financial needs and contingencies, is able to bear
          the substantial economic risks of an investment in the Securities for
          an indefinite period of time, has no need for liquidity in such
          investment and, at the present time, could afford a complete loss of
          such investment.

               3.3.10 The Purchaser or the Purchaser's representative, as the
          case may be, has such knowledge and experience in financial, tax and
          business matters so as to enable the Purchaser to utilize the
          information made available to the Purchaser in connection with the
          Offering to evaluate the merits and risks of an investment in the
          Securities and to make an informed investment decision with respect
          thereto.

               3.3.11 The Purchaser recognizes that an investment in the
          Securities involves substantial risks, including loss of the entire
          amount of such investment. Further, the Purchaser has carefully read
          and considered the matters set forth under the caption "Important
          Factors Affecting Our Business" in the 10-K, and has taken full
          cognizance of and understands all of the risks related to the purchase
          of the Securities.

          3.4 Remedies. The Purchaser acknowledges and agrees that it shall not
     be entitled to seek any remedies with respect to the Offering from any
     party other than the Company.

          3.5 Indemnification. The Purchaser shall indemnify and hold harmless
     the Company and each officer, director or control person of the Company,
     who is or may be a party or is or may be threatened to be made a party to
     any threatened, pending or completed action,

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     suit or proceeding, whether civil, criminal, administrative or
     investigative, by reason of or arising from any actual or alleged
     misrepresentation or misstatement of facts or omission to represent or
     state facts made or alleged to have been made by the Purchaser to the
     Company, or omitted or alleged to have been omitted by the Purchaser,
     concerning the Purchaser or the Purchaser's authority to invest or
     financial position in connection with the Offering, including, without
     limitation, any such misrepresentation, misstatement or omission contained
     in any investor qualification questionnaire or any other document submitted
     by the Purchaser, against losses, liabilities and expenses for which the
     Company, or any officer, director or control person of the Company has not
     otherwise been reimbursed (including attorneys' fees, judgments, fines and
     amounts paid in settlement) actually and reasonably incurred by the
     Company, or such officer, director or control person in connection with
     such action, suit or proceeding.

     4. COVENANTS OF THE COMPANY.

          4.1 Information.

          So long as the Company is subject to the periodic reporting
     requirements of the Exchange Act, the Company shall deliver to each holder
     of Securities all annual, quarterly or other reports to the extent such
     reports are furnished to the Company's public security holders. In the
     event that the Company is not so subject, until the fifth anniversary of
     the relevant Closing Date the Company shall promptly furnish to each holder
     of Securities (i) as soon as available, and in any event within 90 days
     after the end of each fiscal year of the Company, a consolidated balance
     sheet of the Company and its consolidated subsidiaries, if any, as of the
     end of such fiscal year and the related consolidated statements of income,
     stockholders' equity and cash flows for such fiscal year, setting forth in
     each case in comparative form the figures for the previous fiscal year, all
     prepared in accordance with generally accepted accounting principles and
     reported on by independent certified public accountants of recognized
     national standing; and (ii) as soon as available, and in any event within
     45 days after the end of each of the first three fiscal quarters of each
     fiscal year of the Company, a consolidated balance sheet of the Company and
     its consolidated subsidiaries, if any, as of the end of such quarter and
     the related consolidated statements of income and stockholder's equity
     (together with any other quarterly financial statements being prepared by
     the Company at such time), setting forth in each case in comparative form
     the figures for the corresponding quarter and the corresponding portion of
     the Company's previous fiscal year, all certified (subject to normal
     year-end adjustments) as to fairness of presentation and consistency by the
     chief financial or accounting officer of the Company.

     5. UNDERSTANDINGS.

     The Purchaser understands, acknowledges and agrees with the Company as
follows:

          5.1 This Subscription may be rejected, in whole or in part, by the
     Company, in the sole and absolute discretion of the Company, at any time
     before any Closing Date notwithstanding prior receipt by the Purchaser of
     notice of acceptance of the Purchaser's Subscription.

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<PAGE>


          5.2 Except as otherwise set forth herein, the Purchaser hereby
     acknowledges and agrees that the Subscription hereunder is irrevocable by
     the Purchaser, that, except as required by law, the Purchaser is not
     entitled to cancel, terminate or revoke this Agreement or any agreements of
     the Purchaser hereunder and that this Agreement and such other agreements
     shall survive the death or disability of the Purchaser and shall be binding
     upon and inure to the benefit of the parties and their heirs, executors,
     administrators, successors, legal representatives and permitted assigns. If
     the Purchaser is more than one person, the obligations of the Purchaser
     hereunder shall be joint and several and the agreements, representations,
     warranties and acknowledgments herein contained shall be deemed to be made
     by and be binding upon each such person and his/her heirs, executors,
     administrators, successors, legal representatives and permitted assigns.

          5.3 No federal or state agency has made any finding or determination
     as to the accuracy or adequacy of this Agreement or the Registration Rights
     Agreement or as to the fairness of the terms of this Offering for
     investment nor any recommendation or endorsement of the Securities.

          5.4 The Offering is intended to be exempt from registration under the
     Securities Act by virtue of Section 4(2) of the Securities Act and the
     provisions of Regulation D thereunder, and/or the provisions of Regulation
     S which is in part dependent upon the truth, completeness and accuracy of
     the statements made by the Purchaser.

          5.5 There can be no assurance that the Purchaser will be able to sell
     or dispose of the Securities. It is understood that in order not to
     jeopardize the Offering's exempt status under Section 4(2) of the
     Securities Act and Regulation D, as well as Regulation S, any transferee
     may, at a minimum, be required to fulfill the investor suitability
     requirements thereunder.

          5.6 Privateq Advisors AG (the "Placement Agent") is acting as a finder
     in connection with this Offering solely in Europe and will receive a fee
     equal to 7% of the aggregate cash value of the amount of equity investment
     raised by the Company through the introduction by the Placement Agent to
     qualified individuals or institutions and (ii) warrants to purchase shares
     of Common Stock equal to 10% of the shares of Common Stock sold as part of
     such equity investment, with such warrants having an exercise price equal
     to 125% of the Offering price per common share. The Company does not
     currently anticipate employing the services of a finder in the United
     States.

          5.7 The Purchaser acknowledges that the information contained in this
     Agreement and the Registration Rights Agreement or otherwise made available
     to the Purchaser is confidential and non-public and agrees that all such
     information shall be kept in confidence by the Purchaser and neither used
     by the Purchaser for the Purchaser's personal benefit (other than in
     connection with this Subscription) nor disclosed to any third party for any
     reason, notwithstanding that a Purchaser's Subscription may not be accepted
     by the Company; provided, however, that this obligation shall not apply to
     any such information that (i) is part of the public knowledge or literature
     and readily accessible at the date hereof, (ii) becomes part of the public

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<PAGE>


     knowledge or literature and readily accessible by publication (except as a
     result of a breach of this provision) or (iii) is received from third
     parties (except third parties who disclose such information in violation of
     any confidentiality agreements or obligations, including, without
     limitation, any subscription or other similar agreement entered into with
     the Company).

          5.8 The representations, warranties and agreements of the Purchaser
     contained herein and in any other writing delivered in connection with the
     transactions contemplated hereby shall be true and correct in all respects
     on and as of the relevant Closing Date of the sale of the Securities as if
     made on and as of such date and shall survive the execution and delivery of
     this Agreement and the purchase of the Securities.

          5.9 IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR
     OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE
     MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY
     FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
     FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
     DETERMINED THE ADEQUACY OF THIS PURCHASE AGREEMENT OR OTHER WRITINGS
     DELIVERED IN CONNECTION WITH THE SALE. ANY REPRESENTATION TO THE CONTRARY
     IS A CRIMINAL OFFENSE.

          5.10 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
     RESALE AND MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT
     AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
     PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. PURCHASERS SHOULD BE
     AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
     INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

          5.11 If the Purchaser is a Registered Representative of an NASD member
     firm, the Purchaser must give such firm the notice required by the NASD's
     Rules of Fair Practice, receipt of which must be acknowledged by such firm
     on the signature page hereof.

     6. DEFAULTING PROSPECTIVE PURCHASERS.

          (a) If, on the relevant Closing Date, a prospective Purchaser defaults
     in the performance of its obligations under this Agreement, a
     non-defaulting prospective Purchaser may make arrangements for the purchase
     of the Securities that would have been purchased by such defaulting
     prospective Purchaser by other persons satisfactory to the Company and the
     non-defaulting prospective Purchasers, but if no such arrangements are made
     within 36 hours after such default, this Agreement shall terminate without
     liability on the part of the non-defaulting prospective Purchasers or the
     Company except that prospective Purchasers will continue to be liable for
     the payment of expenses to the extent set forth in Section 7.8 and except
     that the provisions of Section 3.5 shall not terminate and shall remain in
     effect.

          (b) Nothing contained herein shall relieve a defaulting prospective
     Purchaser of any liability it may have for damages caused by its default.
     If other Purchasers

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<PAGE>

     agree to purchase the Securities of a defaulting prospective Purchaser,
     either the non-defaulting prospective Purchaser or the Company may postpone
     a Closing Date for up to seven (7) full business days in order to effect
     any changes that in the reasonable opinion of counsel for the Company or
     counsel for the Placement Agent may be necessary in any document or
     arrangement, and the Company agrees to prepare and distribute promptly any
     amendment that effects any such changes.

     7. MISCELLANEOUS.

          7.1 Governing Law. This Agreement shall be governed by and construed
     under the laws of the State of New York without regard to any otherwise
     applicable principles of conflicts of laws.

          7.2 Survival. The representations and warranties made by the parties
     in this Agreement shall survive the consummation of the transactions herein
     contemplated until the expiration of the statute of limitations with
     respect to claims arising under Section 10(b) of the Securities Exchange
     Act of 1934, as amended, with respect to the purchase of Securities
     hereunder.

          7.3 Successors and Assigns. Except as otherwise expressly provided
     herein, the provisions hereof shall inure to the benefit of, and be binding
     upon, the successors, assigns, heirs, executors and administrators of the
     parties hereto.

          7.4 Entire Agreement. This Agreement and the Exhibits hereto,
     constitute the full and entire understanding and agreement among the
     parties with regard to the subjects hereof and no party shall be liable or
     bound to any other party in any manner by any representations, warranties,
     covenants or agreements except as specifically set forth herein or therein.
     Nothing in this Agreement, express or implied, is intended to confer upon
     any party, other than the parties hereto and their respective successors
     and assigns, any rights, remedies, obligations, or liabilities under or by
     reason of this Agreement, except as expressly provided herein.

          7.5 Severability. In the event that any provision of this Agreement
     shall be invalid, illegal or unenforceable, it shall, to the extent
     practicable, be modified so as to make it valid, legal and enforceable and
     to retain as nearly as practicable the intent of the parties, and the
     validity, legality, and enforceability of the remaining provisions shall
     not in any way be affected or impaired thereby. To the extent permitted by
     law, the parties hereto waive the benefit of any provision of law that
     renders any provision of this Agreement invalid or unenforceable in any
     respect.

          7.6 Amendment and Waiver. Except as otherwise provided herein, any
     term of this Agreement may be amended, and the observance of any term of
     this Agreement may be waived (either generally or in a particular instance,
     either retroactively or prospectively, and either for a specified period of
     time or indefinitely), with the written consent of the Company and the
     Purchaser.

          7.7 Notices. All notices and other communications required or
     permitted hereunder shall be in writing and shall be deemed effectively
     given upon personal delivery, on the first business day following

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     mailing by overnight courier, or on the fifth day following mailing by
     registered or certified mail, return receipt requested, postage prepaid,
     addressed to the Company and the Purchaser at the respective addresses
     included herein.

          7.8 Fees and Expenses. Except as otherwise provided herein, the
     Company and the Purchasers shall bear their own expenses and legal fees
     incurred on its behalf with respect to this Agreement and the transactions
     contemplated hereby.

          7.9 Titles and Subtitles. The titles of the paragraphs and
     subparagraphs of this Agreement are for convenience of reference only and
     are not to be considered in construing this Agreement.

          7.10 Counterparts. This Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one instrument.

          7.11 No Waiver. No waiver by any party to this Agreement of any one or
     more defaults by any other party or parties in the performance of any of
     the provisions hereof shall operate or be construed as a waiver of any
     future default or defaults, whether of a like or different nature. Except
     as expressly provided herein, no failure or delay on the part of any party
     in exercising any right, power or remedy hereunder shall operate as a
     waiver thereof, nor shall any single or partial exercise of any such right,
     power or remedy preclude any other or further exercise thereof or the
     exercise of any other right, power or remedy.



     8. ESCROW AGENT. To induce Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
to serve as the escrow agent and to act in such capacity hereunder, it is agreed
by the parties hereto that:

          (a) The escrow agent shall not be under any duty to give the property
     held by it hereunder (the "Escrowed Property") any greater degree of care
     than it gives its own similar property.

          (b) This Section 8 of this Agreement expressly sets forth all the
     duties of the escrow agent with respect to any and all matters pertinent
     hereto. No implied duties or obligations shall be read into this Agreement
     against the escrow agent. The escrow agent shall not be bound by the
     provisions of any agreement among the other parties hereto except this
     Section 8 of this Agreement.

          (c) The escrow agent shall not be liable, except for its own gross
     negligence or willful misconduct and, except with respect to claims based
     upon such gross negligence or willful misconduct that are successfully
     asserted against the escrow agent, the other parties hereto shall jointly
     and severally indemnify and hold harmless the escrow agent from and against
     any and all losses, liabilities, claims, actions, damages and expenses,
     including, without limitation, reasonable attorneys' fees and
     disbursements, arising out of or in connection with this Agreement.

                                       10

<PAGE>


          (d) The escrow agent shall be entitled to rely upon any order,
     judgment, certification, demand, notice, instrument or other writing
     delivered to it hereunder without being required to determine the
     authenticity or the correctness of any fact stated therein or the propriety
     or validity of the service thereof. The escrow agent may act in reliance
     upon any instrument or signature believed by it to be genuine and may
     assume that any person purporting to give receipt or advice or make any
     statement or execute any document in connection with the provisions hereof
     has been duly authorized to do so.

          (e) The escrow agent may act pursuant to the advice of counsel with
     respect to any matter relating to this Agreement and shall not be liable
     for any action taken or omitted in accordance with such advice.

          (f) The escrow agent does not have any interest in the Escrowed
     Property deposited hereunder but is serving as escrow holder only and
     having only possession thereof. The other parties shall, on a joint and
     several basis, pay or reimburse the escrow agent upon request for any and
     all expenses, if any, incurred by the escrow agent in connection with this
     Agreement and transfer taxes or other taxes relating to the Escrowed
     Property incurred in connection herewith and shall indemnify and hold
     harmless the escrow agent from any amounts that it is obligated to pay in
     the way of such expenses and taxes. This subparagraph and subparagraph (c)
     shall survive notwithstanding any termination of this Agreement or the
     resignation of the escrow agent.

          (g) The escrow agent makes no representation as to the validity,
     value, genuineness or the collectability of any security or other document
     or instrument held by or delivered to it.

          (h) The escrow agent may at any time resign as such by delivering the
     Escrowed Property to any successor escrow agent jointly designated by the
     other parties hereto in writing, or to any court of competent jurisdiction,
     whereupon the escrow agent shall be discharged of and from any and all
     further obligations arising in connection with this Agreement. The
     resignation of the escrow agent will take effect on the earlier of (a) the
     appointment of a successor (including a court of competent jurisdiction) or
     (b) the day which is 30 days after the date of delivery of its written
     notice of resignation to the other parties hereto. If at that time the
     escrow agent has not received a designation of a successor escrow agent,
     the escrow agent's sole responsibility after that time shall be to safekeep
     the Escrowed Property until receipt of a designation of successor escrow
     agent or a joint written disposition instruction by the other parties
     hereto or a final order of a court of competent jurisdiction.

          (i) In the event of any disagreement between the other parties hereto
     resulting in adverse claims or demands being made in connection with the
     Escrowed Property, or in the event that the escrow agent in good faith is
     in doubt as to what action it should take hereunder, the escrow agent shall
     be entitled to retain the Escrowed Property until the escrow agent shall
     have received (i) a final non-appealable order of a court of competent
     jurisdiction directing delivery of the Escrowed Property or (ii) a written
     agreement executed by the other parties hereto directing delivery of the
     Escrowed Property, in which event the escrow agent shall disburse the
     Escrowed Property in accordance with such order or agreement. Any court
     order

                                       11

<PAGE>

     shall be accompanied by a legal opinion by counsel for the presenting party
     satisfactory to the escrow agent to the effect that said opinion is final
     and non-appealable.

          (j) Notwithstanding anything to the contrary contained herein, the
     escrow agent's duties and obligations hereunder shall terminate upon the
     release and distribution of the Escrowed Property in accordance with the
     terms of this Agreement.

          (k) Each of the Company and the Purchaser understands and agrees that,
     notwithstanding its duties as escrow agent hereunder, the escrow agent is
     the attorney for the Company, and, accordingly, neither any services as
     escrow agent hereunder nor any provisions hereof, either express or
     implied, shall restrict or inhibit the escrow agent in any way from
     representing the Company or its affiliates in any action, dispute,
     controversy, arbitration, suit or negotiation arising under this Agreement
     or under any other agreement or in any manner or context whatsoever,
     whether or not directly or indirectly involving the Company or its
     affiliates. Notwithstanding anything to the contrary contained herein, if
     at any time a law firm representing either Company or Purchasers serves or
     is serving as escrow agent, then with respect to such law firm's capacity
     as escrow agent, such counsel shall not for these purposes serve as the
     agent for either of the parties, but shall be a fiduciary of both parties.

     9. EXECUTION OF AGREEMENT.

     THE PURCHASER ACKNOWLEDGES THAT THE PURCHASER HAS SIGNED THIS AGREEMENT ON
THE PURCHASER'S OWN BEHALF, AND NOT BY POWER OF ATTORNEY.

                                       12

<PAGE>




         IN WITNESS WHEREOF, the parties have executed this Purchase Agreement
as of the day and year first written above.



                           By:
                                ------------------------------------------------
                                Name of Purchaser(s):
                                Address:




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


                                Social Security or Taxpayer
                                Identification Number of Purchaser(s)
                                ------------------------------------------------
                                ------------------------------------------------
                                Number of Shares Purchased


                                ------------------------------------------------
                                ------------------------------------------------
                                Number of Warrants Purchased




*$________________________________
U.S. Dollar Amount Invested

Date:    ____________, 2002

         * 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:

*        Estimated based on $___ per share of Common Stock. Adjustments will be
         made in the Payment if the Offering Price, as defined in the Purchase
         Agreement, is different than the estimated $___ price per share. The
         Purchaser agrees to remit to the Company on the applicable Closing the
         balance of the Payment if the Offering Price is greater than $___ per
         share. The Company agrees to promptly remit to the Purchaser any excess
         Payment made by the Purchaser if the Offering Price is less than $___
         per share.

                                       13

<PAGE>



                    Subscription Accepted:

                    PALATIN TECHNOLOGIES, INC.


                    By:
                        --------------------------------------------------------
                                Carl Spana, Ph.D.
                             Chief Executive Officer

Date:  __________, 2002







                                       14

<PAGE>




                                    EXHIBIT A


                           WIRE TRANSFER INSTRUCTIONS


     Wire transfers should be made to Mintz Levin Cohn Ferris Glovsky and Popeo
PC, as Escrow Agent, Fleet Bank of Massachusetts, N.A., Malden MA 02148,
ABA#[_____________], Account Name: Mintz Levin Cohn Ferris Glovsky and Popeo PC
Firm Account, Account Number [____-____], Reference: Palatin Technologies

                                       15

<PAGE>






</TEXT>
</DOCUMENT>
