THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER
(A) A REGISTRATION WITH RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.

No. W-[__]                                                     For the Purchase
                                                               of 15,000 shares
                                                                of Common Stock


                            WARRANT TO PURCHASE STOCK

                                       OF

                           PALATIN TECHNOLOGIES, INC.

                            (A DELAWARE CORPORATION)

     Palatin Technologies, Inc., a Delaware corporation (the "Company"), for
value received, hereby certifies that The Wistar Institute of Anatomy and
Biology (the "Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company, at any time or from time to time at or before the
earlier of 5:00 p.m. pacific standard time on December 15, 2010 and the
termination of this Warrant as provided in Section 7 hereof, 15,000 shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"), at
a purchase price per share of $4.00 (the "Base Price"), subject to adjustment of
the Base Price upon the occurrence of certain events as set forth in Section 3
of this Warrant. The shares of stock issuable upon exercise of this Warrant, and
the purchase price per share, are hereinafter referred to as the "Warrant Stock"
and the "Purchase Price," respectively.

     1. EXERCISE.

          1.1 MANNER OF EXERCISE; PAYMENT IN CASH. This Warrant may be exercised
     by the Holder, in whole or in part, by surrendering this Warrant, with the
     purchase form appended hereto as EXHIBIT A duly executed by the Holder, at
     the principal office of the Company, or at such other place as the Company
     may designate, accompanied by payment in full of the Purchase Price payable
     in respect of the number of shares of Warrant Stock purchased upon such
     exercise. Payment of the Purchase Price shall be in cash or by certified or
     official bank check payable to the order of the Company.

<PAGE>

          1.2 EFFECTIVENESS. Each exercise of this Warrant shall be deemed to
     have been effected immediately prior to the close of business on the day on
     which this Warrant shall have been surrendered to the Company as provided
     in Section 1.1 above. At such time, the person or persons in whose name or
     names any certificates for Warrant Stock shall be issuable upon such
     exercise as provided in Section 1.3 below shall be deemed to have become
     the holder or holders of record of the Warrant Stock represented by such
     certificates.

          1.3. DELIVERY OF CERTIFICATES. As soon as practicable after the
     exercise of this Warrant in full or in part, the Company at its sole
     expense will cause to be issued in the name of, and delivered to, the
     Holder, or, subject to the terms and conditions hereof, as such Holder
     (upon payment by such Holder of any applicable transfer taxes) may direct:

               (a) A certificate or certificates for the number of full shares
          of Warrant Stock to which such Holder shall be entitled upon such
          exercise plus, in lieu of any fractional share to which such Holder
          would otherwise be entitled, cash in an amount determined pursuant to
          Section 2 hereof, and

               (b) In case such exercise is in part only, a new warrant or
          warrants (dated the date hereof) of like tenor, calling in the
          aggregate on the face or faces thereof for the number of shares of
          Warrant Stock (without giving effect to any adjustment therein) equal
          to the number of such shares called for on the face of this Warrant
          minus the number of such shares purchased by the Holder upon such
          exercise as provided in Section 1.1 above.

     2. FRACTIONAL SHARES. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
therefor in cash on the basis of the fair market value of the Warrant Stock
reasonably determined by The Board of Directors of the Company.

     3. CERTAIN ADJUSTMENTS, ETC.

          3.1 CHANGES IN COMMON STOCK. If the Company shall (i) combine the
     outstanding shares of Common Stock into a lesser number of shares, (ii)
     subdivide the outstanding shares of Common Stock into a greater number of
     shares, or (iii) issue additional shares of Common Stock as a dividend or
     other distribution with respect to the Common Stock, the number of shares
     of Warrant Stock shall be equal to the number of shares which the Holder
     would have been entitled to receive after the happening of any of the
     events described above if such shares had been issued immediately prior to
     the happening of such event, such adjustment to become effective
     concurrently with the effectiveness of such event. The Purchase Price in
     effect immediately prior to any such combination of Common Stock shall,
     upon the effectiveness of such combination, be proportionately increased.
     The Purchase Price in effect immediately prior to any such subdivision of
     Common Stock or at the record date of such dividend shall upon the

                                       2

<PAGE>

     effectiveness of such subdivision or immediately after the record date of
     such dividend be proportionately reduced.

          3.2 REORGANIZATIONS AND RECLASSIFICATIONS. If there shall occur any
     capital reorganization or reclassification of the Common Stock (other than
     a change in par value or a subdivision or combination as provided for in
     Section 3.1), then, as part of any such reorganization or reclassification,
     lawful provision shall be made so that the Holder shall have the right
     thereafter to receive upon the exercise hereof the kind and amount of
     shares of stock or other securities or property which such Holder would
     have been entitled to receive if, immediately prior to any such
     reorganization or reclassification, such Holder had held the number of
     shares of Common Stock which were then purchasable upon the exercise of
     this Warrant. In any such case, appropriate adjustment (as reasonably
     determined by the Board of Directors of the Company) shall be made in the
     application of the provisions set forth herein with respect to the rights
     and interests thereafter of the Holder such that the provisions set forth
     in this Section 3 (including provisions with respect to adjustment of the
     Purchase Price) shall thereafter be applicable, as nearly as is reasonably
     practicable, in relation to any shares of stock or other securities or
     property thereafter deliverable upon the exercise of this Warrant.

          3.3 MERGER, CONSOLIDATION OR SALE OF ASSETS. If there shall be a
     merger or consolidation of the Company with or into another corporation
     (other than a merger or reorganization involving only a change in the state
     of incorporation of the Company or the acquisition by the Company of other
     businesses where the Company survives as a going concern), or the sale of
     all or substantially all of the Company's capital stock or assets to any
     other person, then as a part of such transaction, provision shall be made
     so that the Holder shall thereafter be entitled to receive the number of
     shares of stock or other securities or property of the Company, or of the
     successor corporation resulting from the merger, consolidation or sale, to
     which the Holder would have been entitled if the Holder had exercised its
     rights pursuant to the Warrant immediately prior thereto. In any such case,
     appropriate adjustment shall be made in the application of the provisions
     of this Section 3 to the end that the provisions of this Section 3 shall be
     applicable after that event in as nearly equivalent a manner as may be
     practicable.

          3.4 CERTIFICATE OF ADJUSTMENT. When any adjustment is required to be
     made in the Purchase Price, the Company shall promptly mail to the Holder a
     certificate setting forth the Purchase Price after such adjustment and
     setting forth a brief statement of the facts requiring such adjustment.
     Delivery of such certificate shall be deemed to be a final and binding
     determination with respect to such adjustment unless challenged by the
     Holder within ten (10) days of receipt thereof. Such certificate shall also
     set forth the kind and amount of stock or other securities or property into
     which this Warrant shall be exercisable following the occurrence of any of
     the events specified in this Section 3.

                                       3

<PAGE>

     4. COMPLIANCE WITH SECURITIES ACT.

          4.1 UNREGISTERED SECURITIES. The Holder acknowledges that this Warrant
     and the Warrant Stock have not been registered under the Securities Act of
     1933, as amended, and the rules and regulations thereunder, or any
     successor legislation (the "Securities Act"), and agrees not to sell,
     pledge, distribute, offer for sale, transfer or otherwise dispose of this
     Warrant or any Warrant Stock in the absence of (i) an effective
     registration statement under the Securities Act covering this Warrant or
     such Warrant Stock and registration or qualification of this Warrant or
     such Warrant Stock under any applicable "blue sky" or state securities law
     then in effect, or (ii) an opinion of counsel, satisfactory to the Company,
     that such registration and qualification are not required. The Company may
     delay issuance of the Warrant Stock until completion of any action or
     obtaining of any consent, which the Company deems necessary under any
     applicable law (including without limitation state securities or "blue sky"
     laws).

          4.2 INVESTMENT LETTER. Without limiting the generality of Section 4.1,
     unless the offer and sale of any shares of Warrant Stock shall have been
     effectively registered under the Securities Act, the Company shall be under
     no obligation to issue the Warrant Stock unless and until the Holder shall
     have executed an investment letter in the form appended hereto as EXHIBIT
     B.

          4.3 LEGEND. Certificates delivered to the Holder pursuant to Section
     1.3 shall bear the following legend or a legend in substantially similar
     form:

          "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN FOR
          INVESTMENT AND THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY
          PERSON, INCLUDING A PLEDGEE, IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF
          1933, AS AMENDED, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE
          COMPANY, THAT AN EXEMPTION FROM REGISTRATION IS THEN AVAILABLE."

     5. RESERVATION OF STOCK. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Warrant Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. The Company
covenants that all shares of Warrant Stock so issuable will, when issued, be
duly and validly issued and fully paid and nonassessable.

     6. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

     7. TERMINATION UPON CERTAIN EVENTS. In the event of a sale of all or
substantially all of the assets of the Company to, or a merger or consolidation
of the Company with or into, any other

                                       4

<PAGE>

entity (other than (i) a merger in which the sole consideration delivered to the
stockholders of the Company consists of equity securities of the surviving
corporation, or (ii) a merger the sole purpose of which is to change the state
of incorporation of the Company) or a dissolution or the adoption of a plan of
liquidation of the Company, this Warrant shall terminate on the effective date
of such sale, merger, consolidation, dissolution or adoption (the "Effective
Date") and become null and void, PROVIDED, HOWEVER, that if this Warrant shall
not have otherwise terminated or expired, the Holder shall have the right until
5:00 p.m, Pacific Standard Time, on the day immediately prior to the Effective
Date to exercise its rights hereunder to the extent not previously exercised.

     8. TRANSFERABILITY. Without the prior written consent of the Company, the
Warrant shall not be assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to execution, attachment
or similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of the Warrant or of any rights granted hereunder contrary to
the provisions of this Section 8, or the levy of any attachment or similar
process upon the Warrant or such rights, shall be null and void.

     9. NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the Holder
shall not have or exercise any rights by virtue hereof as a stockholder of the
Company.

     10. REGISTRATION RIGHTS.

          10.1 "PIGGY BACK" REGISTRATION. If at any time the Company shall
     determine to register under the Act, any of its Common Stock, other than on
     Form S-8 or its then equivalent, it shall send to the Holder written notice
     of such determination and, if within thirty (30) days after receipt of such
     notice, the Holder shall so request in writing, the Company shall use its
     best efforts to include in such registration statement all or any part of
     the Warrant Stock except that if, in connection with any offering involving
     an underwriting of Common Stock to be issued by the Company, the managing
     underwriter shall impose a limitation on the number of shares of such
     Common Stock which may be included in any such registration statement
     because, in its judgment, such limitation is necessary to effect an orderly
     public distribution, and such limitation is imposed PRO RATA among the
     holders of such Common Stock having an incidental ("piggy back") right to
     include such Common Stock in the registration statement according to the
     amount of such Common Stock which each holder had requested to be included
     pursuant to such right, then the Company shall be obligated to include in
     such registration statement only such limited portion of the Warrant Stock
     with respect to which the Holder has requested inclusion hereunder.

          10.2 EFFECTIVENESS. The Company will use its best efforts to maintain
     the effectiveness for up to nine (9) months of any registration statement
     pursuant to which any of the Warrant Stock is being offered, and from time
     to time will amend or supplement such registration statement and the
     prospectus contained therein as and to the extent necessary to comply with
     the Act and any applicable state securities statute or regulation. The
     Company will also provide the Holder with as many copies of the prospectus
     contained in any such registration statement as it may reasonably request.

                                       5

<PAGE>

     11. NOTICES. All notices, requests and other communications hereunder shall
be in writing, shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv)
sent by registered mail, postage prepaid, return receipt requested. In the case
of notices from the Company to the Holder, they shall be sent to the address
furnished to the Company in writing by the last Holder who shall have furnished
an address to the Company in writing. All notices from the Holder to the Company
shall be delivered to the Company at its offices at 106 Charles Lindbergh
Boulevard, Uniondale, New York 11553, or such other address as the Company shall
so notify the Holder. All notices, requests and other communications hereunder
shall be deemed to have been given (i) by hand, at the time of the delivery
thereof to the receiving party at the address of such party described above,
(ii) if made by telex, telecopy or facsimile transmission, at the time that
receipt thereof has been acknowledged by electronic confirmation or otherwise,
(iii) if sent by overnight courier, on the next business day following the day
such notices is delivered to the courier service, or (iv) if sent by registered
mail, on the fifth business day following the day such mailing is made.

     12. WAIVERS AND MODIFICATIONS. Any term or provision of this Warrant may be
waived only by written document executed by the party entitled to the benefits
of such terms or provisions. The terms and provisions of this Warrant may be
modified or amended only by written agreement executed by the parties hereto.

     13. HEADINGS. The headings in this Warrant are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of
the terms or provisions of this Warrant.

     14. GOVERNING LAW. This Warrant will be governed by and construed in
accordance with and governed by the law of the State of New York, without giving
effect to the conflict of law principles thereof.



                                     PALATIN TECHNOLOGIES, INC.


                                     By:________________________________
                                         Name:
                                        Title:


ATTEST:



                                       6

<PAGE>


                                    EXHIBIT A

                                  PURCHASE FORM

To:      Palatin Technologies, Inc.

     The undersigned pursuant to the provisions set forth in the attached
Warrant (No. W-[__]), hereby irrevocably elects to purchase ___ shares of the
Common Stock, par value $.01 per share (the "Common Stock") of Palatin
Technologies, Inc., covered by such Warrant and herewith makes payment of $___,
representing the full purchase price for such shares at the price per share
provided for in such Warrant. The Common Stock for which the Warrant may be
exercised shall be known herein as the "Warrant Stock".

     The undersigned is aware that the Warrant Stock has not been and will not
be registered under the Securities Act of 1933, as amended (the "Securities
Act") or any state securities laws. The undersigned understands that reliance by
the Company on exemptions under the Securities Act is predicated in part upon
the truth and accuracy of the statements of the undersigned in this Purchase
Form.

     The undersigned represents and warrants that (1) it has been furnished with
all information which it deems necessary to evaluate the merits and risks of the
purchase of the Warrant Stock, (2) it has had the opportunity to ask questions
concerning the Warrant Stock and the Company and all questions posed have been
answered to its satisfaction, (3) it has been given the opportunity to obtain
any additional information it deems necessary to verify the accuracy of any
information obtained concerning the Warrant Stock and the Company and (4) it has
such knowledge and experience in financial and business matters that it is able
to evaluate the merits and risks of purchasing the Warrant Stock and to make an
informed investment decision relating thereto.

     The undersigned hereby represents and warrant that it is purchasing the
Warrant Stock for its own account for investment and not with a view to the sale
or distribution of all or any part of the Warrant Stock.

     The undersigned understands that because the Warrant Stock has not been
registered under the Securities Act, it must continue to bear the economic risk
of the investment for an indefinite period of time and the Warrant Stock cannot
be sold unless it is subsequently registered under applicable federal and state
securities laws or an exemption from such registration is available.

     The undersigned agrees that it will in no event sell or distribute or
otherwise dispose of all or any part of the Warrant Stock unless (1) there is an
effective registration statement under the Securities Act and applicable state
securities laws covering any such transaction involving the Warrant Stock, or
(2) the Company receives an opinion satisfactory to the Company of the
undersigned's legal counsel stating that such transaction is exempt from
registration. The

                                       7

<PAGE>

undersigned consents to the placing of a legend on its
certificate for the Warrant Stock stating that the Warrant Stock has not been
registered and setting forth the restriction on transfer contemplated hereby and
to the placing of a stop transfer order on the books of the Company and with any
transfer agents against the Warrant Stock until the Warrant Stock may be legally
resold or distributed without restriction.

     The undersigned has considered the federal and state income tax
implications of the exercise of the Warrant and the purchase and subsequent sale
of the Warrant Stock.


                                        ______________________________________


                                        Dated: _______________________________



                                       8

<PAGE>


                                    EXHIBIT B

                                INVESTMENT LETTER


Purchaser:  ______________________________________

Security:   Common stock in ________________________

Amount:  ____________________________________

Date:  ______________________________________

In connection with the purchase of the above-listed shares of common stock (the
"Securities"), the undersigned (the "Purchaser") represents to Palatin
Technologies, Inc. (the "Company") as follows:

     1. The Purchaser is aware of the Company's business affairs and financial
condition, and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Securities. The Purchaser is
purchasing the Securities for its own account for investment purposes only and
not with a view to, or for the resale in connection with, any "distribution"
thereof for purposes of the Securities Act of 1933, as amended (the "Securities
Act").

     2. The Purchaser understands that the Securities have not been registered
under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of the
Purchaser's investment intent as expressed herein. In this connection, the
Purchaser understands that, in the view of the Securities and Exchange
Commission (the "SEC"), the statutory basis for such exemption may be
unavailable if the Purchaser's representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an increase or
decrease in the market price of the Securities, or for a period of one year or
any other fixed period in the future.

     3. The Purchaser further understands that the Securities must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available. Moreover, the Purchaser
understands that the Company is under no obligation to register the Securities.
In addition, the Purchaser understands that the certificate evidencing the
Securities will be imprinted with the legend referred to in the Warrant under
which the Securities are being purchased.

     4. The Purchaser is aware of the provisions of Rule 144, promulgated under
the Securities Act, which, in substance, permit limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof (or from an affiliate of such issuer), in a non-public offering subject
to the satisfaction of certain conditions, if applicable, including,

                                       9

<PAGE>

among other things: The availability of certain public information about the
Company, the resale occurring not less than one year after the party has
purchased and paid for the securities to be sold; the sale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a market maker (as said term is defined under the Securities Exchange Act of
1934, as amended) and the amount of securities being sold during any three-month
period not exceeding the specified limitations stated therein.

     5. The Purchaser further understands that at the time it wishes to sell the
Securities there may be no public market upon which to make such a sale, and
that, even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rule 144 and that, in
such event, the Purchaser may be precluded from selling the Securities under
Rule 144 even if the one-year minimum holding period had been satisfied.


                                   HOLDER:


Date: _______________              By:   ______________________________________


                                   Name: ______________________________________


                                   Title: _____________________________________



                                       10