Exhibit 4.1


 





NEITHER THIS WARRANT NOR THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE
SECURITIES LAWS. NO SALE OR DISPOSITION OF THE WARRANT OR SUCH SHARES OF COMMON STOCK MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION
STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS
ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING
WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.


 


TITAN PHARMACEUTICALS, INC.


 


WARRANT TO PURCHASE SHARES OF STOCK


 


THIS CERTIFIES THAT, for value received, _______________
and its assignees (“Warrant Holder”) are entitled to subscribe for and purchase _________ fully paid and nonassessable
shares (the “Shares”) of common stock, $.001 par value (the “Common Stock of TITAN PHARMACEUTICALS, INC., a Delaware
corporation (the “Company”), at the price per share equal to $1.20 ( “Warrant Price”), subject to the provisions
and upon the terms and conditions hereinafter set forth. As used herein, (a) the term “Shares” shall mean the Common
Stock and any stock into or for which such Common Stock may hereafter be converted or exchanged; (b) the term “Date of Grant”
shall mean March 21, 2018, and (c) the term “Other Warrants” shall mean any warrant issued upon transfer or partial
exercise of or in lieu of this Warrant. The term “Warrant” as used herein shall be deemed to include Other Warrants
unless the context clearly requires otherwise. The Warrant Price and the number of Shares issuable upon exercise of this Warrant
are subject to adjustment in accordance with the provisions of Section 5 hereof.


 


1.                 
Term. The purchase right represented by this Warrant is exercisable, in whole or in part, at any time and from time
to time from the Date of Grant through after the seventh anniversary of the Date of Grant (the “Term”).


 


2.                 
Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented
by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder
hereof, by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit
A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank
check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the Warrant
Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s
securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed)
at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment
to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the
holder in such public offering of an amount equal to the Warrant Price multiplied by the number of Shares then being purchased;
or (c) exercise of the “net issuance” right provided for in Section 11.2 hereof. The person or persons in whose name(s)
any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s)
of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares
shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is
exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Shares shall be delivered
to the holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant
has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant
shall not then have been exercised shall also be issued to the holder hereof as soon as possible and in any event within such thirty-day
period; provided, however, if the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver
the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder
exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.


 






     


     


    

 


3.                 
Exercise Limitation.  Notwithstanding anything to the contrary contained herein, the Company shall not effect
any issuance upon exercise of this Warrant, and Warrant Holder shall not have the right to exercise any portion of this Warrant,
in each case, to the extent that, after giving effect to such issuance, Warrant Holder (or any of Warrant Holder’s affiliates
or any persons or entities acting as a group together with Warrant Holder or any of Warrant Holder’s affiliates (such persons
or entities, the “Attribution Parties”)) would beneficially own in excess of any then applicable Beneficial Ownership
Limitation (provided, that Warrant Holder shall be entitled to exercise this Warrant in part subject to the then applicable Beneficial
Ownership Limitations).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by
Warrant Holder and the Attribution Parties shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise
of the remaining, unexercised portion of the Warrant beneficially owned by Warrant Holder or any the Attribution Parties the exercise
of which is restricted by this Section 3 and (ii) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by Warrant Holder or any of the Attribution Parties.  Except as set forth in the preceding sentence, for purposes of
this Section 3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.   For purposes of this Warrant, in determining the number of outstanding shares
of Common Stock, Warrant Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the
following: (i) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission
(the “SEC”), as the case may be; (ii) a more recent public announcement by the Company; or (iii) a more recent written
notice by the Company setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of
Warrant Holder, the Company shall within two (2) days confirm orally and in writing to Warrant Holder the number of shares of Common
Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by Warrant Holder or the Attribution Parties
since the date as of which such number of outstanding shares of Common Stock was reported.  For purposes hereof, the “4.99%
Ownership Limitation” shall mean, as of any date of determination, 4.99% of the number of shares of Common Stock outstanding
as of such date plus, to the extent not included therein, shares of Common Stock beneficially owned by Warrant Holder and the Attribution
Parties and “9.99% Ownership Limitation” shall mean, as of any date of determination, 9.99% of the number of shares
of Common Stock outstanding as of such date plus, to the extent not included therein, shares of Common Stock beneficially owned
by Warrant Holder and the Attribution Parties (each, the 4.99% Ownership Limitation and the 9.99% Ownership Limitation, a “Beneficial
Ownership Limitation”.  Warrant Holder may, upon written notice to the Company, waive either or both Beneficial Ownership
Limitations applicable to this Warrant provided that such waiver shall not be effective until the 75th day following
the date such notice is delivered to the Company.  In the event that both Beneficial Ownership Limitations shall have been
waived and such waivers shall have become effective, this Section 3 shall terminate and be of no further force and effect.


 






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4.                 
Stock Fully Paid; Reservation of Shares. All Shares that may be issued upon the exercise of this Warrant will, upon
issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all preemptive rights and
taxes, liens and charges with respect to the issue thereof. During Term, the Company will at all times have authorized, and reserved
for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its
Common Stock to provide for the exercise in full of this Warrant.


 


5.                 
Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise
of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as
follows:


 


(a)              
Reclassification or Merger. In case of any reclassification or change of securities of the class issuable upon exercise
of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than
a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result
in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of
all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may
be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder
of this Warrant), so that the holder of this Warrant shall have the right to receive upon exercise of this Warrant, at a total
purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares
of Common Stock theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities,
money and property receivable upon such reclassification, change, merger or sale by a holder of the number of shares of Common
Stock then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists
all or in part of assets other than securities of the successor or purchasing corporation, at the option of the holder of this
Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to
the value of the Common Stock purchasable upon exercise of this Warrant at the time of the transaction. Any new Warrant shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The
provisions of this Section 5(a) shall similarly apply to successive reclassifications, changes, mergers and sales.


 






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(b)              
Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired
shall subdivide or combine its outstanding shares of Common Stock, the Warrant Price shall be proportionately decreased and the
number of Shares issuable hereunder shall be proportionately increased in the case of a subdivision and the Warrant Price shall
be proportionately increased and the number of Shares issuable hereunder shall be proportionately decreased in the case of a combination.


 


(c)              
Stock Dividends and Other Distributions. If the Company at any time while this Warrant is outstanding and unexpired
shall (i) pay a dividend with respect to its Common Stock payable in Common Stock, then the Warrant Price shall be adjusted, from
and after the date of determination of shareholders entitled to receive such dividend or distribution, to that price determined
by multiplying the Warrant Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which
shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (B) the
denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution;
or (ii) make any other distribution with respect to Common Stock (except any distribution specifically provided for in Sections
5(a) and 5(b)), then, in each such case, provision shall be made by the Company such that the holder of this Warrant shall receive
upon exercise of this Warrant a proportionate share of any such dividend or distribution as though it were the holder of the Shares
as of the record date fixed for the determination of the shareholders of the Company entitled to receive such dividend or distribution.


 


(d)              
Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the number of Shares purchasable hereunder
shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately
prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior
to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.


 


6.                 
Notice of Adjustments. Whenever the Warrant Price or the number of Shares purchasable hereunder shall be adjusted
pursuant to Section 5 hereof, the Company shall make a certificate signed by its chief financial officer setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and
the Warrant Price and the number of Shares purchasable hereunder after giving effect to such adjustment, and shall cause copies
of such certificate to be mailed (without regard to Section 14 hereof, by first class mail, postage prepaid) to the holder of this
Warrant.


 


7.                 
Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder,
but in lieu of such fractional shares the Company shall make a cash payment therefor based on the fair market value of the Common
Stock on the date of exercise as reasonably determined in good faith by the Company’s Board of Directors.


 






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8.                 
Compliance with Securities Act; Disposition of Warrant or Shares of Common Stock.


 


(a)              
Compliance with Securities Act. The holder of this Warrant, by acceptance hereof, agrees that this Warrant, and the
Shares to be issued upon exercise hereof are being acquired for investment and that such holder will not offer, sell or otherwise
dispose of this Warrant, or any Shares except under circumstances which will not result in a violation of the Securities Act of
1933, as amended (the “Act”) or any applicable state securities laws. Upon exercise of this Warrant, unless the Shares
being acquired are registered under the Act and any applicable state securities laws or an exemption from such registration is
available, the holder hereof shall confirm in writing that the Shares so purchased are being acquired for investment and not with
a view toward distribution or resale in violation of the Act and shall confirm such other matters related thereto as may be reasonably
requested by the Company. This Warrant and all Shares issued upon exercise of this Warrant (unless registered under the Act and
any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form:


 


“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i)
EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES,
OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY
OR INDIRECTLY.”


 


Said legend shall be removed by the Company, upon the request
of a holder, at such time as the restrictions on the transfer of the applicable security shall have terminated. In addition, in
connection with the issuance of this Warrant, the holder specifically represents to the Company by acceptance of this Warrant as
follows:


 


(1)              
The holder is aware of the Company’s business affairs and financial condition, and has acquired information about
the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant
for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution”
thereof in violation of the Act.


 


(2)              
The holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of the holder’s investment intent as expressed herein.


 






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(3)              
The holder further understands that this Warrant must be held indefinitely unless subsequently registered under the Act
and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise
available. The holder is aware of the provisions of Rule 144, promulgated under the Act.


 


(4)              
The holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under
the Act.


 


(b)              
Applicability of Restrictions. No restriction of any legend described in this Warrant shall apply to any transfer
of, or grant of a security interest in, this Warrant (or the Common Stock obtainable upon exercise thereof) or any part hereof
(i) to a partner of the holder if the holder is a partnership or to a member of the holder if the holder is a limited liability
company, (ii) to a partnership of which the holder is a partner or to a limited liability company of which the holder is a member,
(iii) to any affiliate of the holder if the holder is a corporation, (iv) notwithstanding the foregoing, to any corporation, company,
limited liability company, limited partnership, partnership, or other person managed or sponsored by Warrant Holder or in which
Warrant Holder has an interest, (v) or to a lender to the holder or any of the foregoing; provided, however, in any such transfer,
if applicable, the transferee shall on the Company’s request agree in writing to be bound by the terms of this Warrant as
if an original holder hereof.


 


9.                 
Rights as Shareholders; Information. No holder of this Warrant, as such, shall be entitled to vote or receive dividends
or be deemed the holder of Common Stock which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company
or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and
the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. Notwithstanding the foregoing,
the Company will transmit to the holder of this Warrant such information, documents and reports as are generally distributed to
the holders of any class or series of the securities of the Company concurrently with the distribution thereof to the shareholders.
The requirements of the foregoing sentence shall be satisfied by the posting of any such information, documents or reports on sec.gov.


 


10.             
Registration Rights. The holder of this Warrant shall have the registration rights set forth on Appendix B to that
certain Rights Agreement, dated as of the date hereof, by and between the Company and Warrant Holder.


 


11.             
Additional Rights.


 


11.1         
Acquisition Transactions. The Company shall provide the holder of this Warrant with at least twenty (20) days’
written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company
has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s
property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary
of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more
than 50% of the voting power of the Company is disposed of.


 






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11.2         
Right to Convert Warrant into Stock: Net Issuance.


 


(a)              
Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the
holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of
Common Stock as provided in this Section 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of
the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”),
the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration)
that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula:


 


	X	=	B - A	 
	 	 	Y	 


 


	Where:	X	=	the number of Shares that shall be issued to holder
	 	Y	=	the fair market value of one Share
	 	A	=	the aggregate Warrant Price of the specified number of Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Shares multiplied by the Warrant Price)
	 	B	=	the aggregate fair market value of the specified number of Shares (i.e., the number of Shares multiplied by the fair market value of one Share)


 


No fractional shares shall be issuable upon
exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula
is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting
fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 11 of this Warrant, shares issued pursuant
to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.


 


(b)              
Method of Exercise. The Conversion Right may be exercised by the holder by the surrender of this Warrant at the principal
office of the Company together with a written statement (which may be in the form of Exhibit A-1 or Exhibit A-2 hereto) specifying
that the holder thereby intends to exercise the Conversion Right and indicating the number of shares subject to this Warrant which
are being surrendered (referred to in Section 11.2(a) hereof as the Converted Warrant Shares) in exercise of the Conversion Right.
Such conversion shall be effective upon receipt by the Company of this Warrant together with the aforesaid written statement, or
on such later date as is specified therein (the “Conversion Date”), and, at the election of the holder hereof, may
be made contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant
to a Registration Statement under the Act (a “Public Offering”). Certificates for the shares issuable upon exercise
of the Conversion Right and, if applicable, a new warrant evidencing the balance of the shares remaining subject to this Warrant,
shall be issued as of the Conversion Date and shall be delivered to the holder within thirty (30) days following the Conversion
Date.


 






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(c)              
Determination of Fair Market Value. For purposes of this Section 11.2, “fair market value” of a share
of Common Stock as of a particular date (the “Determination Date”) shall mean:


 


(i)                
If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s
Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the
Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect
to such offering.


 


(ii)             
If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows:


 


(A)            
If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing
prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date;


 


(B)             
If traded on the NASDAQ Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be
deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination
Date; and


 


(C)             
If there is no public market for the Common Stock, then fair market value shall be determined by mutual agreement of the
holder of this Warrant and the Company.


 


If closing prices or closing bid prices are no longer reported
by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such
securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.


 


11.3         
Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as to all of the Shares subject
hereto, and if the fair market value of one share of the Common Stock is greater than the Warrant Price then in effect, this Warrant
shall be deemed automatically exercised pursuant to Section 11.2 above (even if not surrendered) immediately before its expiration.
For purposes of such automatic exercise, the fair market value of one share of the Common Stock upon such expiration shall be determined
pursuant to Section 11.2(c). To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this
Section 11.3, the Company agrees to promptly notify the holder hereof of the number of Shares, if any, the holder hereof is to
receive by reason of such automatic exercise.


 






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12.             
Representations and Warranties. The Company represents and warrants to the holder of this Warrant as follows:


 


(a)              
This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable
in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors
and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies.


 


(b)              
The Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms
hereof, will be validly issued, fully paid and nonassessable and free from preemptive rights.


 


(c)              
A true and correct copy of the Company’s Certificate of Incorporation, as amended through the Date of Grant has been
provided to Holder (the “Charter”). The rights, preferences, privileges and restrictions granted to or imposed upon
the classes and series of the Company’s capital stock and the holders thereof are as set forth in the Charter.


 


(d)              
The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance
with the terms hereof will not be, inconsistent with the Company’s Charter or by-laws, do not and will not contravene any
law, governmental rule or regulation, judgment or order applicable to the Company, and do not and will not conflict with or contravene
any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is
a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration or filing with
or the taking of any action in respect of or by, any Federal, state or local government authority or agency or other person, except
for the filing of notices pursuant to federal and state securities laws, which filings will be effected by the time required thereby.


 


(e)              
There are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened
against the Company in any court or before any governmental commission, board or authority which, if adversely determined, could
have a material adverse effect on the ability of the Company to perform its obligations under this Warrant.


 


(f)               
The number of shares of Common Stock of the Company outstanding on the date hereof, on a fully diluted basis (assuming the
conversion of all outstanding convertible securities and the exercise of all outstanding options and warrants other than this Warrant,
the Other Warrants and that certain promissory note, dated as of the date hereof, issued to Warrant Holder by the Company), does
not exceed 27,000,000 shares.


 


13.             
Modification and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only
by an instrument in writing signed by the party against which enforcement of the same is sought.


 


14.             
Notices. Any notice, request, communication or other document required or permitted to be given or delivered to the
holder hereof or the Company shall be delivered, or shall be sent by certified or registered mail, postage prepaid, to each such
holder at its address as shown on the books of the Company or to the Company at the address indicated therefor on the signature
page of this Warrant.


 



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15.             
Binding Effect on Successors. This Warrant shall be binding upon any corporation succeeding the Company by merger,
consolidation or acquisition of all or substantially all of the Company’s assets, and all of the obligations of the Company
relating to the Shares issuable upon the exercise or conversion of this Warrant shall survive the exercise, conversion and termination
of this Warrant and all of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns
of the holder hereof.


 


16.             
Lost Warrants or Stock Certificates. The Company covenants to the holder hereof that, upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or any stock certificate and, in the
case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case
of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver
a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.


 


17.             
Descriptive Headings. The descriptive headings of the various Sections of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. The language in this Warrant shall be construed as to its fair meaning without
regard to which party drafted this Warrant.


 


18.             
Governing Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of Delaware.


 


19.             
Survival of Representations, Warranties and Agreements. All representations and warranties of the Company and the
holder hereof contained herein shall survive the Date of Grant, the exercise or conversion of this Warrant (or any part hereof)
or the termination or expiration of rights hereunder. All agreements of the Company and the holder hereof contained herein shall
survive indefinitely until, by their respective terms, they are no longer operative.


 


20.             
Remedies. In case any one or more of the covenants and agreements contained in this Warrant shall have been breached,
the holders hereof (in the case of a breach by the Company), or the Company (in the case of a breach by a holder), may proceed
to protect and enforce their or its rights either by suit in equity and/or by action at law, including, but not limited to, an
action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained
in this Warrant.


 


21.             
No Impairment of Rights. The Company will not, by amendment of its Charter or through any other means, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of
the holder of this Warrant against impairment.


 



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22.             
Severability. The invalidity or unenforceability of any provision of this Warrant in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of this Warrant, which
shall remain in full force and effect.


 


23.             
Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Warrant,
or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Warrant,
the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred
in that action or proceeding, in addition to any other relief to which it or they may be entitled.


 


24.             
Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the
subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the
parties, whether oral or written, with respect to such subject matter.


 


[Remainder of page intentionally blank.
Signature page follows.]


 




    	 	11	 



     


    

 


The Company has caused this Warrant to be
duly executed and delivered as of the Date of Grant specified above.


 


TITAN PHARMACEUTICALS, INC. 


 


		By:	 	
	 	 	 	Name: Sunil Bhonsle
	 	 	 	Title: Chief Executive Officer and President



 


 


		Address:	 	400 Oyster Point Blvd., Suite 505

South San Francisco, CA 94080



 





[SIGNATURE PAGE TO WARRANT]


 









     

     


    

 


EXHIBIT A-1


 


NOTICE OF EXERCISE


 


To: TITAN PHARMACEUTICALS, INC. (the “Company”)


 


1.                 
The undersigned hereby:


 


	 ̈	elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or
	 ̈	elects to exercise its net issuance rights pursuant to Section 11.2 of the attached Warrant with respect to________ shares of Common Stock.






2.                 
Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other
name or names as are specified below:


 





	 	 	 
	 	(Name)	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 







3.                 
The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment
and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention
of distributing or reselling such shares, all except as in compliance with applicable securities laws.


 





	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	(Date)	 	 



 





     

     


    

 


EXHIBIT A-2


 


NOTICE OF EXERCISE


 


To: TITAN PHARMACEUTICALS, INC. (the “Company”)


 


1.                 
Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public
offering contemplated by the Registration Statement on Form S___, filed________, 20__, the undersigned hereby:


 


	 ̈	elects to purchase ________ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or
	 ̈	elects to exercise its net issuance rights pursuant to Section 11.2 of the attached Warrant with respect to ________ shares of Common Stock.


 


2.                 
Please deliver to the custodian for the selling shareholders a stock certificate representing such ________ shares.


 


3.                 
The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less,
the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than
the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.


 





	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	(Date)