Exhibit 10.2


 


 January 15, 2021


 


Marc Rubin, M.D.


Executive Chairman


Titan Pharmaceuticals, Inc.


400 Oyster Point Blvd., Suite 505


South San Francisco,
CA 94080


 


Dear Dr. Rubin:


 


This letter (the “Agreement”)
constitutes the agreement between Maxim Group LLC (“Maxim”) (the “Placement Agent”) and Titan
Pharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant
to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis,
in connection with the proposed placement (the “Placement”) of common stock (the “Shares”)
of the Company, par value $0.001 per share (“Common Stock”) and warrants to purchase shares of Common Stock
(the “Warrants” and together with the Shares, the “Securities”). The terms of the Placement
and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and
collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power
or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement.
This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including
but not limited to the Purchase Agreement (as defined below), shall be collectively referred to herein as the “Transaction
Documents.” The date of the closing of the Placement shall be referred to herein as the “Closing Date.”
The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts
basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities
and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent with
respect to securing any other financing on behalf of the Company. Following the prior written consent of the Company, the Placement
Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement.
The sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”)
between the Company and such Purchaser in a form mutually agreed upon by the Company and the Placement Agent. Capitalized terms
that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of
any Purchase Agreement, executive officers of the Company will be available upon reasonable notice and during normal business hours
to answer inquiries from prospective Purchasers.


 


SECTION 1.REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.  
Representations of the Company. Each of the representations and warranties (together with any related disclosure
schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement
is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this
Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company
represents and warrants that:


 






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1.    
The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-3 (Registration No. 333-230742), and amendments thereto, and related preliminary prospectuses,
for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, which
registration statement, as so amended (including post-effective amendments, if any) became effective on April 24, 2019. At the
time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the
requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the
Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”)
of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating
to the placement of the Shares and the plan of distribution thereof and has advised the Placement Agent of all further information
(financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the
exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”;
such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”;
and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in
this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and
include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or
before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and
any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect
to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing
of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus
Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements
and schedules and other information which is “contained,” “included,” “described,” “referenced,”
 “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement
(and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other
information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus
Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base
Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated
or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus”
has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary
prospectus, if any, together with the Free Writing Prospectuses, if any, used in connection with the Placement, including any documents
incorporated by reference therein.


 


2.    
The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules
as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it
became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations
and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus,
the Time of Sale Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with
the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale
Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission,
conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of
such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state
a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the
Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they were made not misleading; and any
further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement,
when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act
and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof
which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be
filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated
hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time
period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus
or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described
or filed as required or (y) will not be filed within the requisite time period.


 






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3.    
The Company is eligible to use Free Writing Prospectuses in connection with the Placement pursuant to Rules 164 and 433
under the Securities Act. Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities
Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable
rules and regulations of the Commission thereunder. Each Free Writing Prospectus that the Company has filed, or is required to
file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or
will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any Free
Writing Prospectus.


 


4.    
There are no affiliations with any FINRA member firm among the Company's officers, directors or, to the knowledge of the
Company, any ten percent (10.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and SEC
Reports.


 


B.   
Covenants of the Company. The Company has delivered or made available, or will as promptly as practicable deliver
or make available, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate
of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the
Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, in such quantities and
at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed
and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of
the Securities pursuant to the Placement other than the Base Prospectus, the Time of Sale Prospectus, the Prospectus Supplement,
the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the
Securities Act.


 


SECTION 2.       REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii)
is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the States applicable
to the offers and sales of the Shares by the Placement Agent, (iv) is and will be a corporate entity validly existing under the
laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement.
The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement Agent covenants
that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement
and the requirements of applicable law.  


 






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SECTION 3.        COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its designees their
pro rata portion (based on the Securities placed) of the following compensation with respect to the Securities which they are placing:


 


A.  
A cash fee (the “Cash Fee”) equal to an aggregate of seven percent (7%) of the aggregate gross proceeds
raised in the Placement. The Cash Fee shall be paid at the Closing of the Placement.


 


B.   
Subject to compliance with FINRA Rule 5110(g)(5), the Company also agrees to reimburse the Placement Agent for all travel
and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not
to exceed an aggregate of $40,000. The Company will reimburse Placement Agent directly out of the Closing of the Placement. In
the event this Agreement shall terminate prior to the consummation of the Placement, the Placement Agent shall be entitled to reimbursement
for actual expenses upon providing reasonable documentation relating to the incurrence of such expenses; provided, however, such
expenses shall not exceed $40,000.


 


C.   
The Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein
in the event that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation
is in excess of FINRA Rules or that the terms thereof require adjustment.


 


SECTION 4.       INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.


 


SECTION 5.       ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement
and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination
Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”).
After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party
upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If
the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the
Placement reasonably within the intent of this Agreement, and if within twelve (12) months following such termination, the Company
completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise
by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement
Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation
set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s
obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification
and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive
any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all
fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event
such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning
the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


 






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SECTION 6.      PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this
engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s
prior written consent.


 


SECTION 7.       NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges
and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or
liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION 8.       CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when
made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of their obligations hereunder, and to each of the following additional terms and conditions, except
as otherwise disclosed to and acknowledged and waived by the Placement Agent by the Company:


 


A.  
No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that
purpose shall have been initiated or threatened by the Commission, and any request for additional information on the part of the
Commission (to be included in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have
been complied with to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection
with the Placement shall have been timely filed with the Commission.


 


B.   
The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration
Statement, the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of
a fact which, in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of
such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.


 


C.   
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity
of each of this Agreement, the Securities, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all
other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all
material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information
that they may reasonably request to enable them to pass upon such matters.


 


D.  
The Placement Agent shall have received from outside counsels to the Company such counsels’ written opinions, addressed
to the Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the
Placement Agent.


 


E.   
On the date of this Agreement and on the Closing Date, the Placement Agent shall have received a “comfort” letter
from OUM & Co. LLP as of each such date, addressed to the Placement Agent and in form and substance satisfactory in all respects
to the Placement Agent and Placement Agent’s counsel.


 






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F.   
On the Closing Date, Placement Agent shall have received a certificate of the chief executive officer of the Company, dated,
as applicable, as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date,
the representations and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material
respects, except for such changes as are contemplated by this Agreement and except as to representations and warranties that were
expressly limited to a state of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date,
the obligations to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects.


 


G.  
On the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable,
as of the date of such Closing, certifying to the organizational documents, good standing in the state of incorporation of the
Company and board resolutions relating to the Placement of the Securities from the Company.


 


H.  
The Company (i) shall not have sustained since the date of the latest audited financial statements included or incorporated
by reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference with its
business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement,
the Base Prospectus and the Prospectus Supplement, and (ii) since such date there shall not have been any change in the capital
stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the business,
general affairs, management, financial position, stockholders' equity, results of operations or prospects of the Company, otherwise
than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement, the effect
of which, in any such case described in clause (i) or (ii), is, in the judgment of the Placement Agent, so material and adverse
as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner
contemplated by the Base Prospectus, Time of Sale Prospectus and Prospectus Supplement.


 


I.     
The Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares and shares underlying the
Warrants shall be listed for trading on the Trading Market or other applicable U.S. national exchange and reasonable evidence of
such action, if available, shall have been provided to the Placement Agent upon its request. The Company shall have taken no action
designed to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting
or suspending from trading the Common Stock from the Trading Market or other applicable U.S. national exchange, nor has the Company
received any information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating
terminating such registration or listing.


 


J.     
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by
any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially
and adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining
order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing
Date which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely
affect the business or operations of the Company.


 


K.  
The Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement,
including as an exhibit thereto this Agreement.


 






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L.   
The Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full
force and effect and shall contain representations, warranties and covenants of the Company as agreed between the Company and the
Purchasers.


 


M.      
FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement.
In addition, the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make
on the Company’s behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect
to the Placement and pay all filing fees required in connection therewith.


 


N.  
Prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates
and documents as the Placement Agent may reasonably request.


 


If any of the conditions
specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this
Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel,
all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation
of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.


 


SECTION 9.RIGHT
OF FIRST REFUSAL. Upon the Closing of a Placement, for a period of twelve (12) months from the commencement of sales of the
Offering, the Company grants Maxim the right of first refusal to act as a lead managing underwriter and book runner and/or placement
agent for any and all future public and private equity and debt offerings or any combination thereof of the Company, or any successor
to or any subsidiary of the Company.


 


SECTION 10.WAIVER.
Reference is made to that certain Underwriting Agreement, dated October 28, 2020, between the Company and Placement Agent (the
 “Underwriting Agreement”). Solely for purposes of accommodating the financing contemplated by this Agreement
(and for no other financing), the Placement Agent hereby waives the restriction provided for in Section 4.20 of the Underwriting
Agreement.


 


SECTION 11.     GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the
courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this
Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 






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SECTION 12.     ENTIRE
AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any
provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such
provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement
may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company.
The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery
of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were
an original thereof.


 


SECTION 13.CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except
as required by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”)),
without the Company’s prior written consent, disclose to any person any Confidential Information, and (ii) will not use any
Confidential Information other than in connection with the Placement. The Placement Agent further agrees to disclose the Confidential
Information only to its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose
of the Placement, and who are informed by the Placement Agent of the confidential nature of the Confidential Information. The term
 “Confidential Information” shall mean, all confidential, proprietary and non-public information (whether written,
oral or electronic communications) furnished by the Company to a Placement Agent or its Representatives in connection with the
Placement Agent’s evaluation of the Placement. The term “Confidential Information” will not, however,
include information which (i) is or becomes publicly available other than as a result of a disclosure by a Placement Agent or its
Representatives in violation of this Agreement, (ii) is or becomes available to a Placement Agent or any of its Representatives
on a non-confidential basis from a third-party, (iii) is known to a Placement Agent or any of its Representatives prior to disclosure
by the Company or any of its Representatives, or (iv) is or has been independently developed by a Placement Agent and/or the Representatives
without use of any Confidential Information furnished to it by the Company. The term “Representatives” shall mean the
Placement Agent’s directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision
shall be in full force until the earlier of (a) the date that the Confidential Information ceases to be confidential and (b) two
years from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of its Representatives
are required by Legal Requirement to disclose any of the Confidential Information, the Placement Agent and its Representatives
will furnish only that portion of the Confidential Information which the Placement Agent or its Representative, as applicable,
is required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded the Confidential Information so disclosed.


 


SECTION 14.     NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to
the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b)
the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c)
the third business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall
be as set forth on the signature pages hereto.


 


SECTION 15.Press
Announcements. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and
on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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Please confirm that
the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	Maxim GROUP LLC
	 	 
	 	By:        	/s/ Clifford A. Teller
	 	 	Name: Clifford A. Teller
	 	 	
        Title: Executive Managing Director,

        Investment Banking

	 	 
	 	Address for notice:
	 	405 Lexington Avenue
	 	New York, NY 10174
	 	
        Attention: James Siegel, General Counsel

        Email: jsiegel@maximgrp.com



 


 


Accepted and Agreed to
as of


the date first written
above:


 


	TITAN PHARMACEUTICALS, inc.	 	Address for Notice:
	 	 	
        Titan Pharmaceuticals, Inc.

        400 Oyster Point Blvd.

        South San Francisco, California

	By:	/s/ Marc Rubin, M.D.	 	Att: Brian Crowley
	 	Name: Marc Rubin, M.D.	 	E-Mail:bcrowley@titanpharm.com
	 	Title: Executive Chairman	 	 
	 	 	 	 
	
        With a copy to (which shall not constitute
        notice):

        Loeb & Loeb LLP

        345 Park Avenue

        New York, New York 10154

        Att: Fran Stoller

        fstoller@loeb.com
	 	 


 


[Signature Page to
Placement Agency Agreement Between 


Titan Pharmaceuticals,
Inc. and Maxim Group LLC]




     


     


    

ADDENDUM A


INDEMNIFICATION
PROVISIONS


 


 Capitalized terms
used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached.


 


In addition to and
without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined),
the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any
and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and
any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and
disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation,
the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action,
suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively,
 “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with,
Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection
with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement
Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation,
warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the
enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that
any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder.


 


The Company also agrees
that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company
for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any
such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from such Indemnified Party’s gross negligence or willful misconduct.


 


These Indemnification
Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent,
its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons
(within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees,
legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability,
which the Company may otherwise have to any Indemnified Party.


 






     


     


    

 


If any action, suit,
proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify
the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall
not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm
to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such
Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company
of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such
Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that
the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel
has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel
to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company,
or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between
the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense
of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified
Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense
of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable
fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event
shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified
Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and
any counsel designated by the Company.


 


The Company shall be
liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company
shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent
to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional
term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect
of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse
statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction
of any Indemnified Party.


 


In order to provide
for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it
is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may
not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company
shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received
by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand,
and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion
as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified
Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant
equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any
person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received)
by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable
or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the
amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing,
in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement
Agent pursuant to the Agreement.


 


Neither termination
nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and
effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the
benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives.


 


 


[The remainder of this
page has been intentionally left blank.] 


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	Maxim GROUP LLC
	 	 
	 	By: 	/s/ Clifford A. Teller
	 	 	Name: Clifford A. Teller
	 	 	
        Title: Executive Managing Director,

        Investment Banking

	 	 
	 	Address for notice:
	 	405 Lexington Avenue
	 	New York, NY 10174
	 	
        Attention: James Siegel, General Counsel

        Email: jsiegel@maximgrp.com



 


 


Accepted and Agreed to
as of


the date first written
above:


 


	TITAN PHARMACEUTICALS, inc.	 	Address for Notice:
	 	 	
        Titan Pharmaceuticals, Inc.

        400 Oyster Point Blvd.

        South San Francisco, California

	By:	/s/ Marc Rubin, M.D.	 	Att: Brian Crowley
	 	Name: Marc Rubin, M.D.	 	E-Mail:bcrowley@titanpharm.com
	 	Title: Executive Chairman	 	 
	 	 	 	 
	
        With a copy to (which shall not constitute
        notice):

        Loeb & Loeb LLP

        345 Park Avenue

        New York, New York 10154

        Att: Fran Stoller

        fstoller@loeb.com
	 	 


 


 


[Signature Page to
Indemnification Provisions


Pursuant to Placement
Agency Agreement]


between Titan Pharmaceuticals,
Inc. and Maxim Group LLC]