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[LOGO]  TITAN PHARMACEUTICALS INC.


                                        August 9, 1996

PERSONAL AND CONFIDENTIAL

Mr. Robert E. Farrell
41 Thunderbird Drive
Novato, CA 94949

Dear Bob:

     It is with great pleasure that I would like to offer you the position of
Executive Vice President and Chief Financial Officer of Titan
Pharmaceuticals, Inc. This letter will serve to confirm the terms of your
employment with Titan, such employment to begin September 16, 1996. If the
terms discussed below are acceptable to you, please sign this confirmation
letter where indicated and return it to me, retaining a copy for your
records. As used herein, the term "Company" refers to Titan Pharmaceuticals,
Inc.

     1.  COMPENSATION.

          (a)  SALARY.  You will be paid a monthly salary of $15,416.67, less
applicable withholdings ($185,000.00 annually) with a performance bonus of
0-20% based upon company performance and an annual review. All reasonable
business expenses will be reimbursed so long as they are incurred in the
ordinary course of business. You will be entitled to annual increases in your
salary in accordance with Company policies at such time, in addition to an
automatic cost of living increase based upon the rate of increase of the
consumer price index. If any profit sharing plan is implemented for
employees, you will be appropriately included in such plan.

         (b)  STOCK OPTIONS.  Effective September 16, 1996, you will receive
stock options to acquire 150,000 shares of Titan's Common Stock. All options
granted will invest monthly over a five (5) year period, at a rate of twenty
percent (20%) per year, subject to a requirement of at least 12 months of
employment for vesting of any options. The option price will be the fair
market price at the starting date of your employment. You will also be
eligible for additional stock option bonuses based upon outstanding
performance, as determined by the Board of Directors.

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Robert E. Farrell
Auygust 9, 1996

     In the event of sale or transfer of substantially all of the assets of
Titan, your options will automatically accelerate immediately prior to such
event such that 100% of the option shares will be exercisable.

          (c)  HEALTH BENEFITS.  Health insurance coverage for you and your
family will be provided under the Company's group health plan. You will be
entitled to all health and medical benefits as are provided to other
employees. In addition, you will be entitled to participate in the Company's
401k plan and all other sponsored employee benefit plans as they are adopted
by Titan.

          (d)  VACATION, HOLIDAYS AND SICK LEAVE.  You will receive two (2)
weeks of paid vacation per year. Sick leave and holidays will be provided in
accordance with the Company's established policies.

          2.  TERMINATION. You or the Company may terminate the employment
relationship at any time, for any reason, with or without good cause.
However, if the Company terminates your employment without good cause, prior
to twelve months from your start date, the Company will continue to provide
the benefits described above in section 1.c., and pay your monthly salary on
the regular bi-monthly basis for six (6) months from the date of your
termination, less all applicable withholdings. For any such termination
without good cause occurring after twelve months from your start date, the
Company will continue to provide the benefits described in section 1.c., and
pay your monthly salary on a regular bi-monthly basis for nine (9) months
from the date of termination, less all applicable withholdings, provided,
however, that the employment salary received during this nine month period
shall be subject to offset by other employment salary received during such
period. For purposes of this Agreement, "good cause" means gross misconduct,
wrongful acts or omissions that may materially adversely affect the Company's
business, neglect of duties, breach of any material terms or conditions of
this Agreement or the Company's Proprietary Information Agreement, death, or
any disability that renders you incapable of diligently or expeditiously
performing all of your essential duties and obligations to the Company for
any period of three (3) consecutive months or four (4) months in any twelve
(12) month period. However, in the event the Company terminates you at any
time for good cause due to your death or disability as discussed above, the
Company will continue to pay your monthly salary on the regular bi-monthly
basis for six (6) months from the date of such termination, less all
applicable withholdings.

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Robert E. Farrell
August 9, 1996


     3.  NON-COMPETE AND OUTSIDE ACTIVITIES.  You agree that, while serving
as an employee of the Company, you will not engage in any activity which is
competitive with the Company and will give your sole and only loyalty to the
Company. It is understood that buying and selling of securities of any public
company does not constitute a violation of this agreement.

     4.  PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT.  Your acceptance
of this offer is contingent upon the execution of the Company's Proprietary
Information and Inventions Agreements, copies of which are enclosed for your
review and execution.

     5.  ARBITRATION.  Any controversy between the parties hereto involving
the construction or application of any terms, covenants or conditions of this
Agreement, or any claims arising out of or relating to this Agreement or the
breach thereof or with your employment with the Company or any termination of
that employment, except with respect to prejudgment remedies, will be
submitted to and settled by final and binding arbitration in San Francisco,
California, in accordance with the Model Employment Dispute Resolution Rules
of the American Arbitration Association (the "Rules") then in effect, any
arbitrator shall be selected pursuant to such Rules and judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.

     6.  The Company will make no public announcement regarding your
employment prior to September 16, 1996.

     To accept this offer, please sign in the space below, indicating your
acceptance and agreement to the terms contained herein. No amendment or
modification of the terms of this letter will be valid unless made in writing
and signed by you and an authorized officer of the Company.

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Robert E. Farrell
August 9, 1996

     Bob, on a personal note, I have enjoyed our interactions tremendously
and look forward to working with you to make Titan a continued success. We
would appreciate your response to this offer by August 14, 1996.

                                  Sincerely,

                                  /s/ Louis R. Bucalo
                                  Louis R. Bucalo, M.D.
                                  President and CEO
                                  Titan Pharmaceuticals, Inc.

I accept this offer:

/s/ Robert E. Farrell                     Date:   8/13/96
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Robert E. Farrell


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