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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2006.

or



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the Transition Period From  to
.

Commission file number 001-13341



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Titan Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3171940                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

400 Oyster Point Blvd., Suite 505, South San Francisco, California 94080

(Address of Principal Executive Offices including zip code)

(650) 244-4990

(Registrants Telephone Number, Including Area Code)



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Indicate by check mark whether the Registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition or
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

There were 38,872,718 shares of the Registrants Common Stock issued and outstanding on May 4, 2006.



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##### Table of Contents

Titan Pharmaceuticals, Inc.

Index to Form 10-Q



|           |  |                                                                                               |  |   
|---------- |  | --------------------------------------------------------------------------------------------- |  | --
|Part I.    |  | Financial Information                                                                         |  |   
|           |  |                                                                                              
|           |  | Item 1.
Condensed Financial Statements (unaudited)                                            |  |   
|           |  |                                                                                              
|           |  | Condensed Consolidated Balance Sheets March 31, 2006 and December 31, 2005                    |  | 3 
|           |  |                                                                                              
|           |  | Condensed Consolidated Statements of Operations Three months ended March 31, 2006 and 2005    |  | 4 
|           |  |                                                                                              
|           |  | Condensed Consolidated Statements of Cash Flows Three months ended March 31, 2006 and 2005    |  | 5 
|           |  |                                                                                              
|           |  | Notes to Condensed Consolidated Financial Statements                                          |  | 6 
|           |  |                                                                                              
|           |  | Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10
|           |  |                                                                                              
|           |  | Item 3.
Quantitative and Qualitative Disclosures About Market Risk                            |  | 12
|           |  |                                                                                              
|           |  | Item 4.
Controls and Procedures                                                               |  | 12
|           |  |                                                                                              
|Part II.   |  | Other Information                                                                             |  |   
|           |  |                                                                                              
|           |  | Item 4.
Submission of Matters to a Vote of Security Holders                                   |  | 13
|           |  |                                                                                              
|           |  | Item 6.
Exhibits                                                                              |  | 14
|           | 
|SIGNATURES |  | 15                                                                                           



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Part I. Financial Information

Item 1. Condensed Financial Statements (unaudited)

TITAN PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                              |  |                |          |   |                   |   |          |  
|------------------------------------------------------------- |  | -------------- | -------- | - | ----------------- | - | -------- | -
|                                                              |  | March 31, 2006 |          |   | December 31, 2005 |  
|                                                              |  | (unaudited)    |          |   | (Note A)          |  
|Assets                                                        |  |                |          |   |                   |   |          |  
|Current assets                                                |  |                |          |   |                   |   |          |  
|Cash and cash equivalents                                     |  | $              | 15,283   |   |                   | $ | 9,142    |  
|Marketable securities                                         |  |                | 7,258    |   |                   |   | 8,227    |  
|Prepaid expenses, other receivables and current assets        |  |                | 1,581    |   |                   |   | 1,216    |  
|                                                              |  |                |          |   |                   |   |          |  
|Total current assets                                          |  |                | 24,122   |   |                   |   | 18,585   |  
|Property and equipment, net                                   |  |                | 668      |   |                   |   | 788      |  
|Investment in other companies                                 |  |                | 150      |   |                   |   | 150      |  
|Deferred offering costs                                       |  |                | 214      |   |                   |   | 214      |  
|                                                              |  |                |          |   |                   |   |          |  
|Total assets                                                  |  | $              | 25,154   |   |                   | $ | 19,737   |  
|                                                              |  |                |          |   |                   |   |          |  
|Liabilities and Stockholders Equity                          |  |                |          |   |                   |   |          |  
|Current liabilities                                           |  |                |          |   |                   |   |          |  
|Accounts payable                                              |  | $              | 661      |   |                   | $ | 518      |  
|Accrued clinical trials expenses                              |  |                | 834      |   |                   |   | 787      |  
|Other accrued liabilities                                     |  |                | 1,718    |   |                   |   | 1,831    |  
|                                                              |  |                |          |   |                   |   |          |  
|Total current liabilities                                     |  |                | 3,213    |   |                   |   | 3,136    |  
|                                                              |  |                |          |   |                   |   |          |  
|Minority interest - Series B preferred stock of Ingenex, Inc. |  |                | 1,241    |   |                   |   | 1,241    |  
|Stockholders equity                                          |  |                |          |   |                   |   |          |  
|Common stock, at amounts paid-in                              |  |                | 224,052  |   |                   |   | 214,331  |  
|Additional paid-in capital                                    |  |                | 9,557    |   |                   |   | 9,264    |  
|Deferred compensation                                         |  |                |         |   |                   |   | (19      | )
|Accumulated deficit                                           |  |                | (212,912 | ) |                   |   | (208,207 | )
|Accumulated other comprehensive income                        |  |                | 3        |   |                   |   | (9       | )
|                                                              |  |                |          |   |                   |   |          |  
|Total stockholders equity                                    |  |                | 20,700   |   |                   |   | 15,360   |  
|                                                              |  |                |          |   |                   |   |          |  
|Total liabilities and stockholders equity                    |  | $              | 25,154   |   |                   | $ | 19,737   |  
|                                                              |  |                |          |   |                   |   |          |  

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|        |  |                                                                                                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note A: |  | The balance sheet has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting
principles for complete financial statement presentation.

See Notes to Condensed Consolidated Financial Statements



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TITAN PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except
per share amount)



|                                                                               |  |                              |        |   |      |   |        |  
|------------------------------------------------------------------------------ |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                               |  | Three Months Ended March 31, |       
|                                                                               |  | 2006                         |        |   | 2005 |  
|License revenue                                                                |  | $                            | 1      |   |      | $ | 14     |  
|                                                                               |  |                              |        |   |      |   |        |  
|Total revenue                                                                  |  |                              | 1      |   |      |   | 14     |  
|                                                                               |  |                             
|Operating expenses:                                                            |  |                              |        |   |      |   |        |  
|Research and development                                                       |  |                              | 3,687  |   |      |   | 5,199  |  
|General and administrative                                                     |  |                              | 1,133  |   |      |   | 1,262  |  
|                                                                               |  |                              |        |   |      |   |        |  
|Total operating expenses                                                       |  |                              | 4,820  |   |      |   | 6,461  |  
|                                                                               |  |                              |        |   |      |   |        |  
|Loss from operations                                                           |  |                              | (4,819 | ) |      |   | (6,447 | )
|                                                                               |  |                             
|Other income (expense):                                                        |  |                              |        |   |      |   |        |  
|Interest income, net                                                           |  |                              | 145    |   |      |   | 150    |  
|Other income (expense)                                                         |  |                              | (31    | ) |      |   | 1      |  
|                                                                               |  |                              |        |   |      |   |        |  
|Other income (expense), net                                                    |  |                              | 114    |   |      |   | 151    |  
|                                                                               |  |                              |        |   |      |   |        |  
|Net loss                                                                       |  | $                            | (4,705 | ) |      | $ | (6,296 | )
|                                                                               |  |                              |        |   |      |   |        |  
|Basic and diluted net loss per share                                           |  | $                            | (0.13  | ) |      | $ | (0.19  | )
|                                                                               |  |                              |        |   |      |   |        |  
|Weighted average shares used in computing basic and diluted net loss per share |  |                              | 35,940 |   |      |   | 32,339 |  
|                                                                               |  |                              |        |   |      |   |        |  

See Notes to Condensed Consolidated Financial Statements



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TITAN PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                            |  |                              |        |   |      |   |        |  
|--------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                            |  | Three months Ended March 31, |       
|                                                                            |  | 2006                         |        |   | 2005 |  
|Cash flows from operating activities:                                       |  |                              |        |   |      |   |        |  
|Net loss                                                                    |  | $                            | (4,705 | ) |      | $ | (6,296 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                              |        |   |      |   |        |  
|Depreciation and amortization                                               |  |                              | 106    |   |      |   | 130    |  
|Loss on disposal of assets                                                  |  |                              | 5      |   |      |   |       |  
|Non-cash compensation related to stock options                              |  |                              | 312    |   |      |   | (4     | )
|Write-down of securities available-for-sale                                 |  |                              |       |   |      |   | (9     | )
|Changes in operating assets and liabilities:                                |  |                              |        |   |      |   |        |  
|Prepaid expenses, receivables and other assets                              |  |                              | (365   | ) |      |   | 156    |  
|Accounts payable and other accrued liabilities                              |  |                              | 77     |   |      |   | 793    |  
|                                                                            |  |                              |        |   |      |   |        |  
|Net cash used in operating activities                                       |  |                              | (4,570 | ) |      |   | (5,230 | )
|                                                                            |  |                              |        |   |      |   |        |  
|Cash flows from investing activities:                                       |  |                              |        |   |      |   |        |  
|Purchases of furniture and equipment                                        |  |                              | (12    | ) |      |   | (106   | )
|Disposals of furniture and equipment                                        |  |                              | 21     |   |      |   |       |  
|Purchases of marketable securities                                          |  |                              | (1,019 | ) |      |   | (2,991 | )
|Proceeds from maturities of marketable securities                           |  |                              | 2,000  |   |      |   | 9,000  |  
|                                                                            |  |                              |        |   |      |   |        |  
|Net cash provided by investing activities                                   |  |                              | 990    |   |      |   | 5,903  |  
|                                                                            |  |                              |        |   |      |   |        |  
|Cash flows from financing activities:                                       |  |                              |        |   |      |   |        |  
|Issuance of common stock, net                                               |  |                              | 9,721  |   |      |   | 24     |  
|                                                                            |  |                              |        |   |      |   |        |  
|Net cash provided by financing activities                                   |  |                              | 9,721  |   |      |   | 24     |  
|                                                                            |  |                              |        |   |      |   |        |  
|Net increase in cash and cash equivalents                                   |  |                              | 6,141  |   |      |   | 697    |  
|Cash and cash equivalents at beginning of period                            |  |                              | 9,142  |   |      |   | 5,463  |  
|                                                                            |  |                              |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                  |  |                              | 15,283 |   |      |   | 6,160  |  
|Marketable securities at end of period                                      |  |                              | 7,258  |   |      |   | 24,856 |  
|                                                                            |  |                              |        |   |      |   |        |  
|Cash, cash equivalents and marketable securities at end of period           |  | $                            | 22,541 |   |      | $ | 31,016 |  
|                                                                            |  |                              |        |   |      |   |        |  

See Notes to Condensed Consolidated Financial Statements



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TITAN PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Summary of
Significant Accounting Policies

The Company

We are a biopharmaceutical company developing proprietary therapeutics for the treatment of central nervous system (CNS) disorders, cardiovascular disease, bone disease and other disorders. Our product development
programs focus primarily on large pharmaceutical markets with significant unmet medical needs and commercial potential. We are directly developing our product candidates and also utilizing strategic partnerships to help fund product development and
enable us to retain significant economic interest in our products. We operate in one business segment, the development of pharmaceutical products.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of
Titan Pharmaceuticals, Inc. and its subsidiary after elimination of all significant intercompany accounts and transactions. Certain prior period balances have been reclassified to conform to the current period presentation. These financial
statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by U.S. generally accepted accounting principles for a complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Titan Pharmaceuticals, Inc. annual report on
Form 10-K for the year ended December 31, 2005.

We expect to continue to incur substantial additional operating losses from
costs related to continuation and expansion of product and technology development, clinical trials, and administrative activities. We believe that we currently have sufficient working capital and funds available under the Standby Equity Distribution
Agreement to sustain our planned operations through the end of 2007.

We continue to seek alternative financing sources and in the future
we will need to seek additional financing to continue our product development activities, and will be required to obtain substantial funding to commercialize any products other than iloperidone or Spheramine that we may successfully develop. In the
future, if we are unable to complete a debt or equity offering, or otherwise obtain sufficient financing when and if needed, we may be required to reduce, defer or discontinue one or more of our product development programs.

Revenue Recognition

We
generate revenue principally from collaborative research and development arrangements, technology licenses, and government grants. Revenue arrangements with multiple components are divided into separate units of accounting if certain criteria are
met, including whether the delivered component has stand-alone value to the customer, and whether there is objective and reliable evidence of the fair value of the undelivered items. Consideration received is allocated among the separate units of
accounting based on their respective fair values, and the applicable revenue recognition criteria are then applied to each of the units.

Revenue is recognized when the four basic criteria of revenue recognition are met: (1) a contractual agreement exists; (2) transfer of technology has been completed or services have been rendered; (3) the fee is fixed or
determinable; and (4) collectibility is reasonably assured. For each source of revenue, we comply with the above revenue recognition criteria in the following manner:



| |  |  | Collaborative arrangements typically consist of non-refundable and/or exclusive technology access fees, cost reimbursements for specific research and development spending, and
various milestone and future product royalty
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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payments. If the delivered technology does not have stand-alone value or if we do not have objective or
reliable evidence of the fair value of the undelivered component, the amount of revenue allocable to the delivered technology is deferred. Non-refundable upfront fees with stand-alone value that are not dependent on future performance under these
agreements are recognized as revenue when received, and are deferred if we have continuing performance obligations and have no evidence of fair value of those obligations. Cost reimbursements for research and development spending are recognized when
the related costs are incurred and when reimbursements are received. Payments received related to substantive, performance-based at-risk milestones are recognized as revenue upon achievement of the clinical success or regulatory event
specified in the underlying contracts, which represent the culmination of the earnings process. Amounts received in advance are recorded as deferred revenue until the technology is transferred, costs are incurred, or milestone is reached.



| |  |  | Technology license agreements typically consist of non-refundable upfront license fees, annual minimum access fees or royalty payments. Non-refundable upfront license fees and
annual minimum payments received with separable stand-alone values are recognized when the technology is transferred or accessed, provided that the technology transferred or accessed is not dependent on the outcome of our continuing research and
development efforts.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Government grants, which support our research efforts in specific projects, generally provide for reimbursement of approved costs as defined in the notices of grants. Grant revenue
is recognized when associated project costs are incurred.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Subsidiary

We conduct some of our operations through our subsidiary, Ingenex, Inc. At March 31, 2006, we owned 81% of Ingenex (assuming the conversion of
all preferred stock to common stock).

Recent Accounting Pronouncements

On April 14, 2005, the Securities and Exchange Commission (SEC) adopted a new rule that amends the compliance dates for Financial
Accounting Standards Boards Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment(SFAS 123R). Under the new rule, the Company adopted SFAS 123R beginning January 1, 2006.

2. Stock Option Plans

In December 2004, the
Financial Accounting Standards Board (FASB) issued their final standard on accounting for share-based payments in FASB Standard No. 123R (revised 2004), Share-Based Payment (FAS 123R). This statement replaces FASB Statement 123,
Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. The statement is effective for all interim and annual periods beginning after
December 15, 2005 and requires companies to measure and recognize compensation expense for all share-based payments at fair value in the consolidated statement of income. Share-based payments include stock option grants under Company stock
plans, more fully described in note 12 of the Companys 2005 Annual Report on Form 10-K.

Effective January 1, 2006, we adopted
FAS 123R using the modified-prospective-transition method. Under this transition method, stock compensation cost recognized beginning January 1, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not
yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted on or subsequent to January 1, 2006,
based on the grant-date fair value estimated in accordance with the provisions of FAS 123R. Results for prior periods have not been restated.

We use the Black-Scholes-Merton option-pricing model with the following assumptions to estimate the share-based compensation expense for the three month period ended March 31, 2006: 1) weighted-average risk-free interest rate of 4.9%;
2) no expected dividend payments; 3) expected holding period of 5.75 years based on the simplified method provided in Staff Accounting Bulletin No. 107 for plain vanilla options; 4) weighted-average volatility factor of 0.61 based
on historical stock prices; and 5) an estimated forfeiture rate of 2% of options granted to management and 31% of options granted to non-management based on historical data.

The FAS 123R share-based compensation expense recorded for awards under the stock option plans was approximately $312,000, net of estimated forfeitures,
during the three month period ended March 31, 2006. The stock-based compensation expense of $174,000 and $138,000 was recorded in research and development expense and general and administrative expense, respectively. No tax benefit was
recognized related to share-based compensation expense since we have incurred operating losses and we have established a full valuation allowance to offset all the potential tax benefits associated with our deferred tax assets. Our basic and diluted
loss per share for the period was increased by $0.01, due to adopting SFAS 123R.



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During the three month period ended March 31, 2006 we granted 811,950 options to employees,
directors and consultants to purchase common stocks. The following table summarizes option activity for the three month period ended March 31, 2006:



|                                      |  |           |   |  |                             
|------------------------------------- |  | --------- | - |  | ----------------------------
|                                      |  | Shares    |   |  | WeightedAverageExercisePrice
|Outstanding at January 1, 2006        |  | 6,498,187 |   |  | 7.56                        
|Granted                               |  | 811,950   |   |  | 1.43                        
|Exercised                             |  | (209,025  | ) |  | 1.97                        
|Expired or forfeited                  |  | (209,534  | ) |  | 2.35                        
|                                      |  |           |   |  |                             
|Outstanding at March 31, 2006         |  | 6,891,578 |   |  | 7.16                        
|                                      |  |           |   |  |                             
|Options exercisable at March 31, 2006 |  | 5,613,461 |   |  |                             

The following table summarizes our non-vested shares for the three month period ended
March 31, 2006.



|                               |  |           |  
|------------------------------ |  | --------- | -
|                               |  | Shares    |  
|Outstanding at January 1, 2006 |  | 932,855   |  
|Granted                        |  | 811,950   |  
|Vested                         |  | (257,154  | )
|Expired or forfeited           |  | (209,534  | )
|                               |  |           |  
|Outstanding at March 31, 2006  |  | 1,278,117 |  
|                               |  |           |  

As of March 31, 2006 there was approximately $792,000 of total unrecognized compensation
expense related to non-vested stock options. This expense is expected to be recognized over a weighted-average period of 1.63 years.

Until
December 31, 2005, we elected to follow Accounting Principles Board Opinion No. 25 (or APB 25), Accounting for Stock Issued to Employees, rather than the alternative method of accounting prescribed by SFAS 123,
Accounting for Stock-Based Compensation. Under APB 25, no compensation expense is recognized when the exercise price of our employee stock options equals the market price of the underlying stock on the date of grant. The following
table illustrates the effect on our net loss and net loss per share if Titan had applied the provisions of SFAS 123 to estimate and recognize compensation expense for our stock-based employee compensation during the three month period ended
March 31, 2005.



|                                                                                                                               |  |                                   |        |  
|------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- | ------ | -
|($ thousands, except per share amounts)                                                                                        |  | Three months ended March 31, 2005 |       
|Net loss, as reported                                                                                                          |  | $                                 | (6,270 | )
|Add: Stock-based employee compensation expense included in reported net loss                                                   |  |                                   | 67     |  
|Deduct: Estimated stock-based employee compensation expense determined in accordance with SFAS 123 for all stock option grants |  |                                   | (447   | )
|                                                                                                                               |  |                                   |        |  
|Pro forma net loss                                                                                                             |  | $                                 | (6,650 | )
|                                                                                                                               |  |                                   |        |  
|Basic and diluted net loss per share, as reported                                                                              |  | $                                 | (0.20  | )
|                                                                                                                               |  |                                   |        |  
|Pro forma basic and diluted net loss per share                                                                                 |  | $                                 | (0.21  | )
|                                                                                                                               |  |                                   |        |  

The fair value of options was estimated at the date of grant using a Black-Scholes-Merton
option-pricing model with the following assumptions for the three month period ended March 31, 2005: weighted-average volatility factor of 0.70; no expected dividend payments; weighted-average risk-free interest rate in effect of 4.0%; and a
weighted-average expected life of 3.5 years. In the pro forma information for periods prior to 2006, the Company accounted for forfeitures as they occurred.



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3. Net Loss Per Share

We calculated net loss per share using the weighted average common shares outstanding for the periods presented. For the periods ended March 31, 2006 and 2005, the effect of an additional 7,113,978 and 7,190,282
shares, respectively, representing our authorized and issued convertible preferred stock and options, were not included in the computation of diluted earnings per share because they are anti-dilutive.

4. Comprehensive Loss

Comprehensive loss is
comprised of net loss and other comprehensive income or loss. The only component of other comprehensive income or loss is unrealized gains and losses on our marketable securities. Comprehensive losses for the three month period ended March 31,
2006 and 2005 were $4.7 million and $6.3 million, respectively.

5. Stockholders Equity

On September 28, 2005, we entered into a Standby Equity Distribution Agreement with Cornell Capital Partners. Under the agreement, we can require
Cornell Capital Partners to purchase up to $35.0 million of our common stock over a two year period following the effective date of a registration statement covering the shares of the common stock to be sold to Cornell Capital Partners. We can make
draw-downs under the agreement in $2.0 million increments. At the closing of each draw-down (which will take place six days after our notification to Cornell Capital Partners) we will issue to Cornell Capital Partners a number of shares of our
common stock equal to the amount of the draw-down divided by the lowest daily volume weighted average price of our common stock during the five trading days following the draw-down notice to Cornell Capital Partners. In October 2005, we paid Cornell
Capital Partners a one-time commitment fee equal to $140,000 in the form of 75,407 shares of common stock, Monitor Capital, Inc. a one-time placement agent fee of $10,000 in the form of 5,386 shares of common stock and Yorkville Advisors
Management a structuring fee of $10,000. At each closing, we will pay 5% of the amount of the draw-down to Cornell Capital Partners and $500 to Yorkville Advisors Management, the investment advisor to Cornell Capital Partners. We are not obligated
to make any draw-downs under the agreement, and will not pay any additional fees to Cornell Capital Partners if we do not do so. We may not request draw-downs if the shares to be issued in connection with such draw-downs would result in Cornell
Capital Partners owning more than 9.9% of our outstanding common stock. We will not be able to issue more than 6,475,287 shares of our common stock in the aggregate to Cornell Capital Partners pursuant to the Standby Equity Distribution Agreement
unless we obtain stockholder approval prior to the issuance of such greater number of shares. As of March 31, 2006, we had completed a total of five draw-downs under the Standby Equity Distribution Agreement selling a total of 3,050,435 shares
of our common stock for gross proceeds of approximately $4.0 million. Net proceeds were approximately $3.8 million.

In February 2004,
we filed a shelf registration statement with the Securities and Exchange Commission to sell up to $50 million of common or preferred stock. Under this registration statement, shares may be sold periodically to provide additional funds for our
operations. In March 2004, we completed a sale of 3,075,000 shares of our common stock offered under the registration statement at a price of $5.00 per share, for gross proceeds of approximately $15.4 million. Net proceeds were approximately
$14.4 million. In March 2006, we completed a sale of 3,076,924 shares of our common stock offered under the registration statement at a price of $3.25 per share, for gross proceeds of approximately $10 million. Net proceeds were approximately
$9.4 million.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk
Factors in our Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only
risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion contains certain forward-looking statements, within the meaning of the safe harbor provisions of the Private Securities Reform Act of 1995, the attainment of which involves various risks and
uncertainties. Forward-looking statements may be identified by the use of forward-looking terminology such as may, will, expect, believe, estimate, plan, anticipate,
continue, or similar terms, variations of those terms or the negative of those terms. Our actual results may differ materially from those described in these forward-looking statements due to, among other factors, the results of ongoing
research and development activities and pre-clinical testing, the results of clinical trials and the availability of additional financing through corporate partnering arrangements or otherwise.

Probuphine®, Spheramine® and CCM are trademarks of Titan Pharmaceuticals, Inc. This Form 10-Q also includes trade names and trademarks of companies other than Titan Pharmaceuticals, Inc.

Overview

We are a biopharmaceutical company
developing proprietary therapeutics for the treatment of central nervous system (CNS) disorders, cardiovascular disease, bone disease and other disorders. Our product development programs focus primarily on large pharmaceutical markets with
significant unmet medical needs and commercial potential. We are focused primarily on clinical development of the following products:



| |  |  | Probuphine: for the treatment of opioid dependence
| | - |  | --------------------------------------------------



| |  |  | Iloperidone: for the treatment of schizophrenia and related psychotic disorders (partnered with Vanda Pharmaceuticals, Inc.)
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Spheramine: for the treatment of advanced Parkinsons disease (partnered with Schering AG)
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | DITPA: for the treatment of congestive heart failure and hyperlipidemia
| | - |  | -----------------------------------------------------------------------



| |  |  | Gallium maltolate: for the treatment of bone related diseases, chronic bacterial infections and cancer
| | - |  | ------------------------------------------------------------------------------------------------------

We are directly developing our product candidates and also utilizing corporate partnerships, including a collaboration with (i) Schering AG, Germany
(Schering) for the development of Spheramine to treat Parkinsons disease and (ii) Vanda Pharmaceuticals for the development of iloperidone for the treatment of schizophrenia and related psychotic disorders. We also utilize grants from
government agencies to fund development of our product candidates.

Our products are at various stages of development and may not be
successfully developed or commercialized. We do not currently have any products being commercially sold. Our proposed products will require significant further capital expenditures, development, testing, and regulatory clearances prior to
commercialization. We may experience unanticipated problems relating to product development and cannot predict whether we will successfully develop and commercialize any products. For a full discussion of risks and uncertainties of our product
development, see Risk Factors  Our products are at various stages of development and may not be successfully developed or commercialized in our 2005 Annual report on Form 10-K.

Results of Operations

Our net loss for the three
month period ended March 31, 2006 was approximately $4.7 million, or $0.13 per share, compared to approximately $6.3 million, or $0.19 per share, for the comparable period in 2005.

We had revenues from licensing agreements of approximately $1,000 during the three month period ended March 31, 2006 and $14,000 during the
comparable three month period of 2005.

Research and development expenses for the three month period ended March 31, 2006 were
approximately $3.7 million, compared to approximately $5.2 million for the comparable period in 2005, a decrease of $1.5 million, or 29%. The decrease in research and development was primarily associated with the conclusion of certain clinical study
related activities in the first quarter of 2005 and cost reduction strategies initiated during 2005 resulting in lower internal expenditures during the first quarter of 2006. External research and development expenses include direct expenses such as
clinical research organization charges, investigator and review board fees, patient expense reimbursements, pre-clinical activities and contract manufacturing expenses. In the first quarter 2006, our external research and development expenses
relating to our core product development programs were approximately: $367,000 related to Probuphine, $598,000 related to DITPA, and $110,000 related to gallium maltolate. Other research and development expenses include internal operating costs such
as clinical research and development personnel-related expenses, clinical trials related travel expenses, and allocation of facility and corporate costs. As a result of the risks and uncertainties inherently associated with pharmaceutical research
and development activities described elsewhere in this report, we are unable to estimate the specific timing and future costs of our clinical development programs or the timing of material cash inflows, if any, from our product candidates.



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General and administrative expenses for the three month period ended March 31, 2006 were
approximately $1.1 million, compared to approximately $1.3 million for the comparable period in 2005, a decrease of $0.2 million, or 15%. The decrease in general and administrative expenses during the three month period ended March 31, 2006 was
primarily related to a decrease in other general and administrative costs, including professional fees.

Net other income for the three
month period ended March 31, 2006 was approximately $114,000, compared to net other income of approximately $151,000 in the comparable period in 2005. The decrease resulted primarily from a decrease in interest income resulting from lower
balances in cash and marketable securities.

Liquidity and Capital Resources

We have funded our operations since inception primarily through sales of our securities, as well as proceeds from warrant and option exercises, corporate
licensing and collaborative agreements, and government sponsored research grants. At March 31, 2006, we had approximately $22.5 million of cash, cash equivalents, and marketable securities compared to approximately $17.4 million at
December 31, 2005.

Our operating activities used approximately $4.6 million during the three months ended March 31, 2006. This
consisted primarily of the net loss for the period of approximately $4.7 million offset in part by non-cash charges of approximately $106,000 related to depreciation, approximately $312,000 related to the amortization of stock-based compensation
expenses and approximately $0.4 million related to changes in prepaid expenses, receivables, other assets, accounts payable and other accrued liabilities. Uses of cash in operating activities were primarily to fund product development programs and
administrative expenses. We have entered into various agreements with research institutions, universities, and other entities for the performance of research and development activities and for the acquisition of licenses related to those activities.
Certain of the licenses require us to pay royalties on future product sales, if any. In addition, in order to maintain license and other rights while products are under development, we must comply with customary licensee obligations, including the
payment of patent related costs, annual minimum license fees, meeting project-funding milestones and diligent efforts in product development. The aggregate commitments we have under these agreements, including minimum license payments, for the next
twelve months is approximately $0.2 million.

Net cash provided by investing activities of approximately $1.0 million during the three
months ended March 31, 2006 consisted of sales and maturities of marketable securities of approximately $2.0 million, partially offset by purchases of marketable securities of approximately $1.0 million.

Net cash provided by financing activities during the three months ended March 31, 2006 was approximately $9.7 million, which consisted primarily of
net proceeds of approximately $9.4 million from the sale of common stock under our existing shelf registration statement, and net proceeds of approximately $0.3 million from the exercise of stock options.

In February 2004, we filed a shelf registration statement with the Securities and Exchange Commission to sell up to $50 million of common or
preferred stock. Under this registration statement, shares may be sold periodically to provide additional funds for our operations. In March 2004, we completed a sale of 3,075,000 shares of our common stock offered under the registration
statement at a price of $5.00 per share, for gross proceeds of approximately $15.4 million. Net proceeds were approximately $14.4 million. In March 2006, we completed a sale of 3,076,924 shares of our common stock offered under the registration
statement at a price of $3.25 per share, for gross proceeds of approximately $10 million. Net proceeds were approximately $9.4 million.

On
September 28, 2005, we entered into a Standby Equity Distribution Agreement with Cornell Capital Partners. Under the agreement, we can require Cornell Capital Partners to purchase up to $35,000,000 of our common stock over a two year period
following the effective date of a registration statement covering the shares of the common stock to be sold to Cornell Capital Partners. We can make draw-downs under the agreement in $2,000,000 increments. At the closing of each draw-down (which
will take place six days after our notification to Cornell Capital Partners) we will issue to Cornell Capital Partners a number of shares of our common stock equal to the amount of the draw-down divided by the lowest daily volume weighted average
price of our common stock during the five trading days following the draw-down notice to Cornell Capital Partners. In October 2005, we paid Cornell Capital Partners a one-time commitment fee equal to $140,000 in the form of 75,407 shares of common
stock, Monitor Capital, Inc. a one-time placement agent fee of $10,000 in the form of 5,386 shares of common stock and Yorkville Advisors Management a structuring fee of $10,000, all of which are deemed underwriting discounts paid to Cornell
Capital Partners. At each closing, we will pay 5% of the amount of the draw-down to Cornell Capital Partners and $500 to Yorkville Advisors Management, the investment advisor to Cornell Capital Partners. We are not obligated to make any draw-downs
under the agreement, and will not pay any additional fees to Cornell Capital Partners



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if we do not do so. We may not request draw-downs if the shares to be issued in connection with such draw-downs would
result in Cornell Capital Partners owning more than 9.9% of our outstanding common stock. We will not be able to issue more than 6,475,287 shares of our common stock in the aggregate to Cornell Capital Partners pursuant to the Standby Equity
Distribution Agreement unless we obtain stockholder approval prior to the issuance of such greater number of shares. As of March 31, 2006, we had completed a total of five draw-downs under the Standby Equity Distribution Agreement selling a
total of 3,050,435 shares of our common stock for gross proceeds of approximately $4.0 million. Net proceeds were approximately $3.8 million.

We expect to continue to incur substantial additional operating losses from costs related to continuation and expansion of product and technology development, clinical trials, and administrative activities. We believe that we currently have
sufficient working capital and funds available under the Standby Equity Distribution Agreement to sustain our planned operations through 2007.

We continue to seek alternative financing sources and in the future we will need to seek additional financing to continue our product development activities, and will be required to obtain substantial funding to commercialize any products
other than iloperidone or Spheramine that we may successfully develop. In the future, if we are unable to complete a debt or equity offering, or otherwise obtain sufficient financing when and if needed, we may be required to reduce, defer or
discontinue one or more of our product development programs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk disclosures set
forth in our Form 10-K for the year ended December 31, 2005 have not changed materially.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures, as
such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the
SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives and in reaching a reasonable level of assurance our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2006.
Based upon their evaluation and subject to the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2006 our disclosure controls and procedures were effective at the reasonable assurance level in
ensuring that material information relating to us is made known to the Chief Executive Officer and Chief Financial Officer by others within our company during the period in which this report was being prepared.

There were no changes in our internal controls or in other factors during the most recent quarter that have materially affected, or are reasonably likely
to materially affect, our internal controls over financial reporting



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PART II

Item 4. Submission of Matters to a Vote of Securities Holders

None



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Item 6. Exhibits



|         |  |                                                                                      
|-------- |  | -------------------------------------------------------------------------------------
|Exhibits |  |                                                                                      
|31.1     |  | Rule 13a-14(a) Certification of Chairman, President and Chief Executive Officer.     
|         | 
|31.2     |  | Rule 13a-14(a) Certification of Executive Vice President and Chief Financial Officer.
|         | 
|32       |  | Certifications pursuant to 18 U.S.C Section 1350.                                    



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



|            |  |                             |  |                                                     
|----------- |  | --------------------------- |  | ----------------------------------------------------
|            |  | TITAN PHARMACEUTICALS, INC.
|            |  |                            
|May 8, 2006 |  | By:                         |  | /s/ Louis R. Bucalo                                 
|            |  |                             |  | Louis R. Bucalo, M.D.                               
|            |  |                             |  | Chairman, President and Chief Executive Officer     
|            |  |                            
|May 8, 2006 |  | By:                         |  | /s/ Robert E. Farrell                               
|            |  |                             |  | Robert E. Farrell, J.D.                             
|            |  |                             |  | Executive Vice President and Chief Financial Officer



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