PALATIN TECHNOLOGIES INC
10.28 REGISTRATION RIGHTS
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<FILENAME>ex10-28.txt
<DESCRIPTION>10.28 REGISTRATION RIGHTS
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                         REGISTRATION RIGHTS AGREEMENT

                                Table of Contents

                                                                            Page
1.    Securities Laws Representations and Covenants of Purchaser...............1

2.    Registration Rights......................................................1

   2.1      Certain Definitions................................................1

   2.2      Required Registration..............................................2

   2.3      Piggyback Registration.............................................3

   2.4      Preparation and Filing.............................................4

   2.5      Expenses...........................................................6

   2.6      Information Furnished by Purchaser.................................6

   2.7      Indemnification....................................................6

      2.7.1    Company's Indemnification of Purchasers.........................6

      2.7.2    Selling Stockholder's Indemnification of Company................7

      2.7.3    Indemnification Procedure.......................................8

      2.7.4    Contribution....................................................8

3.    Covenants of the Company.................................................9

4.    Miscellaneous...........................................................11


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                          REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement (this "Agreement") is made as of this
___ day of _________, 2002, by PALATIN TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), for the benefit of each Purchaser (individually a
"Purchaser" and collectively the "Purchasers") entering into that certain
Purchase Agreement (the "Purchase Agreement") with the Company.

                                   BACKGROUND

     Pursuant to the Purchase Agreement, the Company has offered (the
"Offering") for sale up to a maximum of $7,500,000 of (a) shares (the "Shares")
of the Company's Common Stock, $.01 par value per share (the "Common Stock") and
(b) warrants (the "Warrants") to purchase one (1) share of Common Stock of the
Company for every five (5) shares of Common Stock purchased under the Purchase
Agreement. The Shares and Warrants are sometimes collectively called the
"Securities." In order to induce the Purchasers to purchase the Securities, the
Company has agreed to provide the registration rights set forth in this
Agreement.

     1. Securities Laws Representations and Covenants of Purchaser.

     This Agreement is made for the benefit of the Purchasers in reliance upon
each Purchaser's representations to the Company, as the same are set forth in
Section 4 of the Purchase Agreement.

     2. Registration Rights.

     2.1  Certain Definitions. As used in this Agreement, the following terms
          shall have the following respective meanings:

          (a)  "Commission" shall mean the Securities and Exchange Commission or
               any other federal agency at the time administering the Securities
               Act.

          (b)  "Form S-1, Form SB-1, Form S-2, Form SB-2 and Form S-3" shall
               mean Form S-1, Form SB-1, Form S-2, Form SB-2 or Form S-3,
               respectively, promulgated by the Commission or any substantially
               similar form then in effect.

          (c)  "Purchasers" shall mean, collectively, the Purchasers, their
               permitted assignees and transferees and, individually, a
               Purchaser and any permitted assignee or transferee of such
               Purchaser.

          (d)  "Privateq Warrant Shares" shall mean the shares of common stock
               issued underlying any warrants issued to Privateq Advisors AG
               pursuant to section 5.6 of the Purchase Agreement.

          (e)  The terms "Register", "Registered" and "Registration" refer to a
               registration effected by preparing and filing a Registration
               Statement or Statements or similar documents in compliance with
               the Securities Act,


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               and the declaration or ordering by the Commission of the
               effectiveness of such Registration Statement.

          (f)  "Registrable Securities" shall mean the Shares and Warrant
               Shares, as well as the Privateq Warrant Shares, so long as such
               shares are ineligible for sale under subparagraph (k) of Rule
               144.

          (g)  "Registration Expenses" shall mean all expenses incurred by the
               Company in complying with Section 2, including, without
               limitation, all federal and state registration, qualification and
               filing fees, printing expenses, fees and disbursements of counsel
               for the Company, accountant fees, blue sky fees and expenses and,
               the expense of any special audits incident to or required by any
               such Registration.

          (h)  "Registration Statement" shall mean Form S-1, Form SB-1, Form
               S-2, Form SB-2 or Form S-3, whichever is applicable, unless
               otherwise specified herein.

          (i)  "Rule 144" shall mean Rule 144 promulgated by the Commission
               pursuant to the Securities Act.

          (j)  "Securities Act" shall mean the Securities Act of 1933, as
               amended.

          (k)  "Selling Expenses" shall mean all underwriting discounts and
               selling commissions applicable to the sale of Registrable
               Securities pursuant to this Agreement.

          (l)  "Selling Stockholder" shall mean a holder of Registrable
               Securities who requests Registration under Section 2.3 hereof or
               whose shares of Common Stock become Registered pursuant to
               Section 2.2 hereof.

          (m)  "Warrant Shares" shall mean the shares of capital stock of the
               Company underlying the Warrants.

     Capitalized terms used but not defined herein shall have the meanings
     ascribed to such terms in the Purchase Agreement.

     2.2  Required Registration.

          (a)  Within forty-five (45) days following the Final Closing Date of
               the Offering, the Company shall use its commercially reasonable
               efforts to prepare and file with the Commission a Registration
               Statement for the purpose of Registering, upon the effectiveness
               of such Registration Statement, the Registrable Securities.

          (b)  The Company shall use its commercially reasonable efforts to
               maintain with the Commission a Registration Statement that is
               effective and causes the Registrable Securities to be Registered
               under the Securities Act until

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               the earlier of (i) the second anniversary of the first date on
               which no Warrants remain unexercised or unexpired or (ii) the
               date all shares purchased by the Purchasers may be sold under
               Rule 144 during any ninety (90) day period.

     2.3  Piggyback Registration.

          (a)  Until the time set forth in Section 2.3(g) hereof, each time that
               the Company proposes to Register a public offering of its Common
               Stock, other than (i) pursuant to a Registration Statement on
               Form S-4 or Form S-8 or similar or successor forms or (ii) on a
               Registration Statement filed in connection with an exchange offer
               or other offer of Common Stock solely to the then-existing
               stockholders of the Company, the Company shall promptly give
               written notice of such proposed Registration to all holders of
               Registrable Securities, which shall offer such holders the right
               to request inclusion of any Registrable Securities in the
               proposed Registration.

          (b)  Each holder of Shares or Warrant Shares shall have ten (10) days
               or such longer period as shall be set forth in the notice from
               the receipt of such notice to deliver to the Company a written
               request specifying the number of Registrable Securities such
               holder intends to sell and the holder's intended plan of
               disposition.

          (c)  The Company shall have the exclusive right to select all
               underwriters for any underwritten public offering of securities
               of the Company, including all Registrable Securities. In the
               event that the proposed Registration by the Company is, in whole
               or in part, an underwritten public offering of securities of the
               Company, any request under Section 2.3(b) shall contain the
               holder's agreement that the Registrable Securities will be
               included in the underwriting on the same terms and conditions as
               the shares of Common Stock or other securities, if any, otherwise
               being sold through underwriters under such Registration.

          (d)  Upon receipt of a written request pursuant to Section 2.3(b), the
               Company shall promptly use its commercially reasonable best
               efforts to cause all such Registrable Securities to be
               Registered, to the extent required to permit sale or disposition
               as set forth in the written request.

          (e)  Notwithstanding the foregoing, if the managing underwriter of an
               underwritten public offering determines and advises in writing
               that the inclusion of all Registrable Securities proposed to be
               included in the underwritten public offering, together with any
               shares proposed to be sold by the Company for its own account and
               any other issued and outstanding shares of Common Stock or other
               securities proposed to be included therein by holders other than
               the holders of Registrable Securities (such other holders' shares
               hereinafter collectively referred to as the "Other

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<PAGE>


               Shares"), would interfere with the successful marketing of the
               securities proposed to be included in the underwritten public
               offering, including the price at which such securities can be
               sold, then the number of such shares of persons other than the
               Company that otherwise would be included in such underwritten
               public offering shall be excluded from such underwritten public
               offering in a number deemed necessary by such managing
               underwriter, first by excluding, to the extent necessary, other
               shares held by persons who have not exercised contractual rights
               to include such Shares in the offering pursuant to the Prior
               Registration Rights Agreements (as hereinafter defined), and
               then, to the extent necessary, by excluding Registrable
               Securities participating in such underwritten public offering,
               pro rata, based on the number of shares of Registrable Securities
               each holder proposes to include; and, then, excluding to the
               extent necessary, other Shares proposed to be included by the
               holders of Other Shares who have exercised registration rights
               granted to them under registration rights agreements of the
               Company in effect on the date hereof or any other registration
               rights in effect on the date hereof (collectively, the "Prior
               Registration Rights Agreements").

          (f)  All Shares and Warrant Shares that are not included in an
               underwritten public offering pursuant to Section 2.3 shall be
               withheld from the market by the holders thereof for a period, not
               to exceed 12 months following a public offering, that the
               managing underwriter reasonably determines is necessary in order
               to effect the underwritten public offering. The holders of such
               Shares and the Warrant Shares shall execute such documentation as
               the managing underwriter reasonably requests to evidence this
               lock-up.

          (g)  The registration rights provided by this Agreement shall expire
               with respect to any Registrable Security upon the earliest to
               occur of (i) the effectiveness of a Registration Statement that
               includes in the Registration effected thereby, at the request of
               a Selling Stockholder, such Registrable Security; (ii) the date
               on which such Registrable Security is eligible for resale under
               Rule 144 without regard to the volume limitations thereof; and
               (iii) five years from the date hereof.

     2.4  Preparation and Filing. If and whenever the Company is under an
          obligation pursuant to the provisions of this Section 2 to use its
          commercially reasonable efforts to effect the Registration of any
          Registrable Securities, the Company shall, as expeditiously as
          practicable:

          (a)  prepare and file with the Commission a Registration Statement
               with respect to such Registrable Securities, using such form of
               available Registration Statement as is reasonably selected by the
               Company (unless otherwise specified herein), and use its
               commercially reasonable efforts to cause such Registration
               Statement to become effective within ninety (90) days of the
               filing date and remain effective, keeping each Selling

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               Stockholder advised as to the initiation, progress and completion
               of the Registration;

          (b)  prepare and file with the Commission such amendments and
               supplements to such Registration Statements and the prospectus
               used in connection therewith as may be necessary to keep such
               Registration Statement effective for, in the case of a Required
               Registration under Section 2.2, the period set forth in Section
               2.2(b) and, in the case of a Piggyback Registration under Section
               2.3, six (6) months, and to comply with the provisions of the
               Securities Act with respect to the sale or other disposition of
               all Registrable Securities covered by such Registration
               Statement;

          (c)  furnish to each Selling Stockholder such number of copies of any
               summary prospectus or other prospectus, including a preliminary
               prospectus and all amendments and supplements thereto, in
               conformity with the requirements of the Securities Act, and such
               other documents as such Selling Stockholder may reasonably
               request in order to facilitate the public sale or other
               disposition of such Registrable Securities; provided, however,
               that no such prospectus need be furnished more than, in the case
               of a Required Registration under Section 2.2, six (6) months
               after the conclusion of the period set forth in Section 2.2(b)
               and, in the case of a Piggyback Registration under Section 2.3,
               six months after the effective date of the Registration Statement
               related thereto;

          (d)  use its commercially reasonable best efforts to register or
               qualify the Registrable Securities covered by such Registration
               Statement under the securities or blue sky laws of such
               jurisdictions as each Selling Stockholder shall reasonably
               request and do any and all other acts or things which may be
               reasonably necessary or advisable to enable such holder to
               consummate the public sale or other disposition in such
               jurisdictions of such Registrable Securities; provided, however,
               that the Company shall not be required to consent to general
               service of process, qualify to do business as a foreign
               corporation where it would not be otherwise required to qualify
               or submit to liability for state or local taxes where it is not
               liable for such taxes or provide any undertaking or make any
               change in its Certificate of Incorporation; and

          (e)  at any time when a prospectus covered by such Registration
               Statement is required to be delivered under the Securities Act
               within the appropriate period mentioned in Section 2.2(b) or
               Section 2.3(b) hereof, as the case may be, notify each Selling
               Stockholder of the happening of any event as a result of which
               the prospectus included in such Registration Statement, as then
               in effect, includes an untrue statement of a material fact or
               omits to state a material fact required to be stated therein or
               necessary to make the statements therein not misleading in the
               light of the circumstances then existing and, at the request of
               such Selling Stockholder, prepare, file and

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               furnish to such Selling Stockholder a reasonable number of copies
               of a supplement to or an amendment of such prospectus as may be
               necessary so that, as thereafter delivered to the purchasers of
               such shares, such prospectus shall not include an untrue
               statement of a material fact or omit to state a material fact
               required to be stated therein or necessary to make the statement
               therein not misleading in the light of the circumstances then
               existing. The Company may delay amending or supplementing the
               prospectus for a period of up to 90 days if the Company is then
               engaged in negotiations regarding a material transaction that has
               not been publicly disclosed, and the Selling Stockholders shall
               suspend their sale of Shares until an appropriate supplement or
               prospectus has been forwarded to them or the proposed transaction
               is abandoned.

          Notwithstanding the foregoing, with respect to the proposed
          Registration of Registrable Securities pursuant to Section 2.3 hereof,
          the Company may withdraw or cease proceeding with any proposed
          Registration of Registrable Securities if it has withdrawn or ceased
          proceeding with the proposed Registration of Common Stock of the
          Company with which the Registration of such Registrable Securities was
          to be included.

     2.5  Expenses. The Company shall pay all Registration Expenses incurred by
          the Company in complying with this Section 2, except for fees and
          expenses, if any, of a special counsel or other advisors to the
          Purchasers, not to exceed $10,000.

     2.6  Information Furnished by Purchaser. It shall be a condition precedent
          to the Company's obligations under this Agreement as to any Selling
          Stockholder that each Selling Stockholder furnish to the Company in
          writing such information regarding such Selling Stockholder and the
          distribution proposed by such Selling Stockholder as the Company may
          reasonably request.

     2.7  Indemnification.

          2.7.1 Company's Indemnification of Purchasers. The Company shall
               indemnify each Selling Stockholder, each of its officers,
               directors and constituent partners, and each person controlling
               (within the meaning of the Securities Act) such Selling
               Stockholder, against all claims, losses, damages or liabilities
               (or actions in respect thereof) suffered or incurred by any of
               them, to the extent such claims, losses, damages or liabilities
               arise out of or are based upon any untrue statement (or alleged
               untrue statement) of a material fact contained in any prospectus
               or any related Registration Statement incident to any such
               Registration, or any omission (or alleged omission) to state
               therein a material fact required to be stated therein or
               necessary to make the statements therein not misleading, or any
               violation by the Company of any rule or regulation promulgated
               under the Securities Act applicable to the Company and relating
               to actions or inaction required of the Company in connection with
               any such Registration; and the Company will reimburse each such
               Selling Stockholder, each of its officers, directors and
               constituent partners and

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               each person who controls any such Selling Stockholder, for any
               reasonable, documented legal and other expenses incurred in
               connection with investigating or defending any such claim, loss,
               damage, liability or action; PROVIDED, HOWEVER, that the
               indemnity contained in this Section 2.7.1 shall not apply to
               amounts paid in settlement of any such claim, loss, damage,
               liability or action if settlement is effected without the consent
               of the Company (which consent shall not unreasonably be
               withheld); and PROVIDED, FURTHER, that the Company will not be
               liable in any such case to the extent that any such claim, loss,
               damage, liability or expense arises out of or is based upon any
               untrue (or alleged untrue) statement or omission based upon
               written information furnished to the Company by such Selling
               Stockholder, underwriter, controlling person or other indemnified
               person and stated to be for use in connection with the offering
               of securities of the Company.

          2.7.2 Selling Stockholder's Indemnification of Company. Each Selling
               Stockholder shall indemnify the Company, each of its directors
               and officers, each individual or entity who controls the Company
               within the meaning of the Securities Act, each underwriter, if
               any, of the Company's securities covered by a Registration
               Statement, each person who controls the Company or such
               underwriter within the meaning of the Securities Act, and each
               other Selling Stockholder, each of its officers, directors and
               constituent partners and each person controlling such other
               Selling Stockholder, against all claims, losses, damages and
               liabilities (or actions in respect thereof) suffered or incurred
               by any of them and arising out of or based upon any untrue
               statement (or alleged untrue statement) of a material fact
               contained in such Registration Statement or related prospectus,
               or any omission (or alleged omission) to state therein a material
               fact required to be stated therein or necessary to make the
               statements therein not misleading, or any violation by such
               Selling Stockholder of any rule or regulation promulgated under
               the Securities Act applicable to such Selling Stockholder and
               relating to actions or inaction required of such Selling
               Stockholder in connection with the Registration of the
               Registrable Securities pursuant to such Registration Statement;
               and will reimburse the Company, such other Selling Stockholders,
               such directors, officers, partners, persons, underwriters and
               controlling persons for any reasonable, documented legal and
               other expenses incurred in connection with investigating or
               defending any such claim, loss, damage, liability or action;
               provided, however, that such indemnification and reimbursement
               shall be to the extent, but only to the extent, that such untrue
               statement (or alleged untrue statement) or omission (or alleged
               omission) is made in such Registration Statement or prospectus in
               reliance upon and in conformity with written information
               furnished to the Company by such Selling Stockholder and stated
               to be for use in connection with the offering of Registrable
               Securities.

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          2.7.3 Indemnification Procedure. Promptly after receipt by an
               indemnified party under this Section 2.7 of notice of the
               commencement of any action which may give rise to a claim for
               indemnification hereunder, such indemnified party will, if a
               claim in respect thereof is to be made against an indemnifying
               party under this Section 2.7, notify the indemnifying party in
               writing of the commencement thereof and generally summarize such
               action. The indemnifying party shall have the right to
               participate in and to assume the defense of such claim, and shall
               be entitled to select counsel for the defense of such claim with
               the approval of any parties entitled to indemnification, which
               approval shall not be unreasonably withheld. Notwithstanding the
               foregoing, the parties entitled to indemnification shall have the
               right to employ separate counsel (reasonably satisfactory to the
               indemnifying party) to participate in the defense thereof, but
               the fees and expenses of such separate counsel shall be at the
               expense of such indemnified parties unless the named parties to
               such action or proceedings include both the indemnifying party
               and the indemnified parties and the indemnifying party or such
               indemnified parties shall have been advised by counsel that there
               are one or more legal defenses available to the indemnified
               parties which are different from or additional to those available
               to the indemnifying party (in which case, if the indemnified
               parties notify the indemnifying party in writing that they elect
               to employ separate counsel at the reasonable expense of the
               indemnifying party, the indemnifying party shall not have the
               right to assume the defense of such action or proceeding on
               behalf of the indemnified parties, it being understood, however,
               that the indemnifying party shall not, in connection with any
               such action or proceeding or separate or substantially similar or
               related action or proceeding in the same jurisdiction arising out
               of the same general allegations or circumstances, be liable for
               the reasonable, documented fees and expenses of more than one
               separate counsel at any time for all indemnified parties, which
               counsel shall be designated in writing by the Purchasers of a
               majority of the Registrable Securities).

          2.7.4 Contribution. If the indemnification provided for in this
               Section 2.7 from an indemnifying party is unavailable to an
               indemnified party hereunder in respect to any losses, claims,
               damages, liabilities or expenses referred to herein, then the
               indemnifying party, in lieu of indemnifying such indemnified
               party, shall contribute to the amount paid or payable by such
               indemnified party as a result of such losses, claims, damages,
               liabilities or expenses in such proportion as is appropriate to
               reflect the relative fault of the indemnifying party and
               indemnified party in connection with the statements or omissions
               which result in such losses, claims, damages, liabilities or
               expenses, as well as any other relevant equitable considerations.
               The relative fault of such indemnifying party and indemnified
               party shall be determined by reference to, among other things,
               whether the untrue or alleged untrue statement of a material fact
               or the omission or alleged omission to state a material fact
               relates to information

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               supplied by such indemnifying party or indemnified party and the
               parties' relative intent, knowledge, access to information
               supplied by such indemnifying party or indemnified party and
               opportunity to correct or prevent such statement or omission. The
               amount paid or payable by a party as a result of the losses,
               claims, damages, liabilities and expenses referred to above shall
               be deemed to include any documented legal or other fees or
               expenses reasonably incurred by such party in connection with
               investigating or defending any action, suit, proceeding or claim,
               or in collecting such indemnity or reimbursement from the
               indemnifying party.

     3. Covenants of the Company.

     The Company agrees to:

     (a)  Notify the holders of Registrable Securities included in a
          Registration Statement (i) of the issuance by the Commission of any
          stop order suspending the effectiveness of such Registration Statement
          and (ii) upon learning of the initiation of any proceedings for the
          purpose of suspending such effectiveness, the existence of such
          proceedings. The Company will make every reasonable effort to prevent
          the issuance of any stop order and, if any stop order is issued, to
          obtain the lifting thereof at the earliest possible time.

     (b)  If the Common Stock is then listed on a national securities exchange,
          use its commercially reasonable best efforts to cause the Registrable
          Securities to be listed on such exchange. If the Common Stock is not
          then listed on a national securities exchange, use its commercially
          reasonable best efforts to facilitate the reporting of the Registrable
          Securities on Nasdaq.

     (c)  Take all other reasonable actions necessary to expedite and facilitate
          disposition of the Registrable Securities by the holders thereof
          pursuant to the Registration Statement.

     (d)  With a view to making available to the holders of Registrable
          Securities the benefits of Rule 144 promulgated under the Securities
          Act and any other rule or regulation of the Commission that may at any
          time permit the Purchasers to sell securities of the Company to the
          public without registration, the Company agrees to:

          (i)  make and keep adequate current public information with respect to
               the Company available, as those terms are understood and defined
               in Rule 144, at all times after 90 days after the effective date
               of the first Registration Statement filed by the Company for the
               offering of its securities to the general public;

          (ii) file with the Commission in a timely manner all reports and other
               documents required of the Company under the Securities Act and
               the Securities Exchange Act of 1934 (the "1934 Act"); and

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          (iii) furnish to each holder of Shares, so long as such holder of
               Shares owns any Shares, forthwith upon written request (a) a
               written statement by the Company as to whether it has complied
               with the reporting requirements of Rule 144, the Securities Act
               and the 1934 Act, (b) a copy of the most recent annual or
               quarterly report of the Company and such other reports and
               documents so filed by the Company and (c) such other information
               as may be reasonably requested and as is publicly available in
               availing the holders of Shares of any rule or regulation of the
               Commission which permits the selling of any such securities
               without registration.

     (e)  Prior to the filing of a Registration Statement or any amendment
          thereto (whether pre-effective or post-effective), and prior to the
          filing of any prospectus or prospectus supplement related thereto, the
          Company will provide each Selling Stockholder with copies of all pages
          thereto, if any, which reference such Selling Stockholder.

     (f)  If the Registration Statement relates to an underwritten offering,
          enter into and perform its obligations under an underwriting
          agreement, in usual and customary form, including, without limitation,
          customary indemnification and contribution obligations, with the
          underwriter's representative.

     (g)  Make generally available to its security holders as soon as
          practicable, but not later than forty five (45) days after the close
          of the period covered thereby, or such later date as may be required
          by the provisions of the 1934 Act, the Company's financial statements
          as filed with the Commission.

     (h)  At the request of the Purchasers who hold a majority in interest of
          the Registrable Securities being sold, furnish to the underwriters, if
          any, on the date that Registrable Securities are delivered to the
          underwriters for sale in connection with a registration pursuant to
          this Agreement (i) an opinion, dated such date, of the counsel
          representing the Company for the purposes of such registration, in
          form and substance as is customarily given to underwriters in an
          underwritten public offering, addressed to the underwriters, and (ii)
          a letter, dated such date, from the independent certified public
          accountants of the Company, in form and substance as is customarily
          given by independent certified public accountants to underwriters in
          an underwritten public offering, addressed to the underwriters.

     (i)  Make available for inspection by any underwriters participating in the
          offering and the counsel, accountants or other agents retained by such
          underwriter, all pertinent financial and other records, corporate
          documents and properties of the Company, and cause the Company's
          officers, directors and employees to supply all information reasonably
          requested by such underwriters in connection with the Registration
          Statement.

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     (j)  Provide a transfer agent and registrar, which may be a single entity,
          for the Registrable Securities not later than the effective date of
          the Registration Statement.

     (k)  Take all actions reasonably necessary to facilitate the timely
          preparation and delivery of certificates (not bearing any restrictive
          legend) representing the Registrable Securities sold pursuant to the
          Registration Statement and to enable such certificates to be in such
          denominations and registered in such names as the Purchasers or any
          underwriters may reasonably request.

     4. Miscellaneous.

     (a)  This Agreement shall be governed by and construed under the laws of
          the State of New York.

     (b)  This Agreement may not be assigned by a Purchaser other than to the
          purchaser or transferee of more than 5,000 of the Purchaser's Shares,
          which purchaser or transferee shall be a permitted assign hereunder
          and under the Purchase Agreement. Except as otherwise expressly
          provided herein, the provisions hereof shall inure to the benefit of,
          and be binding upon, the successors, permitted assigns, heirs,
          executors and administrators of the parties hereto.

     (c)  This Agreement constitutes 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 permitted
          assigns, any rights, remedies, obligations, or liabilities under or by
          reason of this Agreement, except as expressly provided herein.

     (d)  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 waive the benefit of any provision of law that
          renders any provision of the Agreement invalid or unenforceable in any
          respect.

     (e)  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

                                       11

<PAGE>


          prospectively, and either for a specified period of time or
          indefinitely), with the written consent of the Company and the
          Purchaser.

     (f)  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 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 at its address as set forth in the Purchase
          Agreement and to the Purchaser at its address as shown on the books of
          the Company.

     (g)  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.

     (h)  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.

     (i)  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.

                                       12

<PAGE>





     IN WITNESS WHEREOF, the parties have executed this Registration Rights
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

                         Date:                         , 2002
                              -------------------------




                    PALATIN TECHNOLOGIES, INC.


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


                             Date:                         , 2002
                                  -------------------------





                                       13

</TEXT>
</DOCUMENT>
