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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 September 30, 2007.

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 44,981,460 shares of the Registrants Common Stock issued and outstanding on November 2, 2007.



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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 as of September 30, 2007 and December 31, 2006                            |  | 3 
|                              |  |                                                                                                                
|                              |  | Condensed Consolidated Statements of Operations for the Three and Nine months ended September 30, 2007 and 2006 |  | 4 
|                              |  |                                                                                                                
|                              |  | Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2007 and 2006           |  | 5 
|                              |  |                                                                                                                
|                              |  | Notes to Condensed Consolidated Financial Statements                                                            |  | 6 
|                              |  |                                                                                                                
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                           |  | 11
|                              |  |                                                                                                                
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                      |  | 14
|                              |  |                                                                                                                
|Item 4.                       |  | Controls and Procedures                                                                                         |  | 14
|                              |  |                                                                                                                
|Item 4T.                      |  | Controls and Procedures                                                                                         |  | 14
|                              | 
|Part II. Other Information    |  |                                                                                                                
|                              |  |                                                                                                                
|Item 1.                       |  | Legal Proceedings                                                                                               |  | 15
|                              |  |                                                                                                                
|Item 1A.                      |  | Risk Factors                                                                                                    |  | 15
|                              |  |                                                                                                                
|Item 4.                       |  | Submission of Matters to a Vote of Securities Holders                                                           |  | 15
|                              |  |                                                                                                                
|Item 6.                       |  | Exhibits                                                                                                        |  | 16
|SIGNATURES                    |  | 17                                                                                                             



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Part I. Financial Information



|Item 1. | Condensed Financial Statements (unaudited)
|------- | ------------------------------------------

TITAN PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                            |  |                    |          |   |                   |   |          |  
|----------------------------------------------------------- |  | ------------------ | -------- | - | ----------------- | - | -------- | -
|                                                            |  | September 30, 2007 |          |   | December 31, 2006 |  
|                                                            |  | (unaudited)        |          |   | (Note A)          |  
|Assets                                                      |  |                    |          |   |                   |   |          |  
|Current assets                                              |  |                    |          |   |                   |   |          |  
|Cash and cash equivalents                                   |  | $                  | 863      |   |                   | $ | 9,613    |  
|Marketable securities                                       |  |                    | 12,645   |   |                   |   | 4,102    |  
|Prepaid expenses, other receivables and current assets      |  |                    | 430      |   |                   |   | 504      |  
|                                                            |  |                    |          |   |                   |   |          |  
|Total current assets                                        |  |                    | 13,938   |   |                   |   | 14,219   |  
|Property and equipment, net                                 |  |                    | 417      |   |                   |   | 457      |  
|Investment in other companies                               |  |                    |         |   |                   |   | 150      |  
|Other assets                                                |  |                    | 35       |   |                   |   | 214      |  
|                                                            |  |                    |          |   |                   |   |          |  
|Total assets                                                |  | $                  | 14,390   |   |                   | $ | 15,040   |  
|                                                            |  |                    |          |   |                   |   |          |  
|Liabilities and Stockholders Equity                        |  |                    |          |   |                   |   |          |  
|Current liabilities                                         |  |                    |          |   |                   |   |          |  
|Accounts payable                                            |  | $                  | 443      |   |                   | $ | 561      |  
|Accrued clinical trials expenses                            |  |                    | 1,011    |   |                   |   | 1,521    |  
|Other accrued liabilities                                   |  |                    | 1,429    |   |                   |   | 1,312    |  
|                                                            |  |                    |          |   |                   |   |          |  
|Total current liabilities                                   |  |                    | 2,883    |   |                   |   | 3,394    |  
|                                                            |  |                    |          |   |                   |   |          |  
|Minority interestSeries B preferred stock of Ingenex, Inc. |  |                    | 1,241    |   |                   |   | 1,241    |  
|Stockholders equity                                        |  |                    |          |   |                   |   |          |  
|Common stock, at amounts paid-in                            |  |                    | 234,555  |   |                   |   | 224,221  |  
|Additional paid-in capital                                  |  |                    | 11,078   |   |                   |   | 10,118   |  
|Accumulated deficit                                         |  |                    | (235,375 | ) |                   |   | (223,944 | )
|Accumulated other comprehensive income                      |  |                    | 8        |   |                   |   | 10       |  
|                                                            |  |                    |          |   |                   |   |          |  
|Total stockholders equity                                  |  |                    | 10,266   |   |                   |   | 10,405   |  
|                                                            |  |                    |          |   |                   |   |          |  
|Total liabilities and stockholders equity                  |  | $                  | 14,390   |   |                   | $ | 15,040   |  
|                                                            |  |                    |          |   |                   |   |          |  

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|Note A: | The balance sheet has been derived from the audited consolidated 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 EndedSeptember 30, |        |   | Nine months EndedSeptember 30, |  
|                                                                               |  | 2007                            |        |   | 2006                           |   |        | 2007 |  |   | 2006    |  
|License revenue                                                                |  | $                               |       |   |                                | $ | 1      |      |  | $ | 12      |   |  | $ | 3       |  
|Operating expenses:                                                            |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Research and development                                                       |  |                                 | 3,093  |   |                                |   | 3,264  |      |  |   | 7,782   |   |  |   | 9,329   |  
|General and administrative                                                     |  |                                 | 1,467  |   |                                |   | 1,287  |      |  |   | 4,296   |   |  |   | 3,657   |  
|                                                                               |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Total operating expenses                                                       |  |                                 | 4,560  |   |                                |   | 4,551  |      |  |   | 12,078  |   |  |   | 12,986  |  
|                                                                               |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Loss from operations                                                           |  |                                 | (4,560 | ) |                                |   | (4,550 | )    |  |   | (12,066 | ) |  |   | (12,983 | )
|Other income (expense):                                                        |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Interest income, net                                                           |  |                                 | 186    |   |                                |   | 208    |      |  |   | 492     |   |  |   | 554     |  
|Other income (expense)                                                         |  |                                 | 50     |   |                                |   | 2      |      |  |   | 143     |   |  |   | (42     | )
|                                                                               |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Other income (expense), net                                                    |  |                                 | 236    |   |                                |   | 210    |      |  |   | 635     |   |  |   | 512     |  
|                                                                               |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Net loss                                                                       |  | $                               | (4,324 | ) |                                | $ | (4,340 | )    |  | $ | (11,431 | ) |  | $ | (12,471 | )
|                                                                               |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted net loss per share                                           |  | $                               | (0.10  | ) |                                | $ | (0.11  | )    |  | $ | (0.27   | ) |  | $ | (0.33   | )
|                                                                               |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Weighted average shares used in computing basic and diluted net loss per share |  |                                 | 44,478 |   |                                |   | 38,891 |      |  |   | 41,901  |   |  |   | 37,902  |  
|                                                                               |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  

See Notes to Condensed Consolidated Financial Statements



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TITAN PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                            |  |                                |         |   |      |   |         |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                            |  | Nine months EndedSeptember 30, |        
|                                                                            |  | 2007                           |         |   | 2006 |  
|Cash flows from operating activities:                                       |  |                                |         |   |      |   |         |  
|Net loss                                                                    |  | $                              | (11,431 | ) |      | $ | (12,471 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                |         |   |      |   |         |  
|Depreciation and amortization                                               |  |                                | 234     |   |      |   | 293     |  
|Loss (gain) on disposal of assets                                           |  |                                | (9      | ) |      |   | 5       |  
|Gain on sale of investments                                                 |  |                                | (352    | ) |      |   |        |  
|Stock-based compensation                                                    |  |                                | 960     |   |      |   | 673     |  
|Changes in operating assets and liabilities:                                |  |                                |         |   |      |   |         |  
|Prepaid expenses, receivables and other assets                              |  |                                | 253     |   |      |   | 674     |  
|Accounts payable and other accrued liabilities                              |  |                                | (511    | ) |      |   | 1,003   |  
|                                                                            |  |                                |         |   |      |   |         |  
|Net cash used in operating activities                                       |  |                                | (10,856 | ) |      |   | (9,823  | )
|                                                                            |  |                                |         |   |      |   |         |  
|Cash flows from investing activities:                                       |  |                                |         |   |      |   |         |  
|Purchases of furniture and equipment                                        |  |                                | (196    | ) |      |   | (55     | )
|Disposals of furniture and equipment                                        |  |                                | 11      |   |      |   | 21      |  
|Purchases of marketable securities                                          |  |                                | (48,872 | ) |      |   | (13,228 | )
|Proceeds from maturities of marketable securities                           |  |                                | 24,279  |   |      |   | 13,290  |  
|Proceeds from sales of marketable securities                                |  |                                | 16,048  |   |      |   |        |  
|Sale of investment in other companies                                       |  |                                | 502     |   |      |   |        |  
|                                                                            |  |                                |         |   |      |   |         |  
|Net cash provided by (used in) investing activities                         |  |                                | (8,228  | ) |      |   | 28      |  
|                                                                            |  |                                |         |   |      |   |         |  
|Cash flows from financing activities:                                       |  |                                |         |   |      |   |         |  
|Issuance of common stock, net                                               |  |                                | 10,334  |   |      |   | 9,752   |  
|                                                                            |  |                                |         |   |      |   |         |  
|Net cash provided by financing activities                                   |  |                                | 10,334  |   |      |   | 9,752   |  
|                                                                            |  |                                |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                   |  |                                | (8,750  | ) |      |   | (43     | )
|Cash and cash equivalents at beginning of period                            |  |                                | 9,613   |   |      |   | 9,142   |  
|                                                                            |  |                                |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                  |  |                                | 863     |   |      |   | 9,099   |  
|Marketable securities at end of period                                      |  |                                | 12,645  |   |      |   | 8,219   |  
|                                                                            |  |                                |         |   |      |   |         |  
|Cash, cash equivalents and marketable securities at end of period           |  | $                              | 13,508  |   |      | $ | 17,318  |  
|                                                                            |  |                                |         |   |      |   |         |  

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 both directly developing our product candidates and utilizing strategic partnerships to help fund product development that
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 subsidiaries 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 and nine month periods ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007,
or any future interim periods.

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, 2006, as filed with the Securities and Exchange Commission (SEC).

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 our working capital at September 30, 2007, together with the proceeds from the sale of our common stock (see Note 8), and funds available under the Common Stock
Purchase Agreement (see Note 7) are sufficient to sustain our planned operations through the first half of 2008.

We will need to seek
additional financing sources to fund 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. 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.



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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 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 collections are reasonably expected.
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.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Majority-Owned Subsidiary

At September 30, 2007, we owned 81% of Ingenex (assuming the conversion of all preferred stock to common stock).

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109(FIN 48), which provides clarification related to the process associated with accounting for uncertain tax positions recognized in consolidated financial statements. FIN 48 prescribes a more-likely-than-not threshold for
financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. FIN 48 also provides guidance related to, among other things, classification, accounting for interest and penalties associated
with tax positions, and disclosure requirements. We adopted FIN 48 on January 1, 2007 and the impact on our consolidated financial statements was not material.

In September 2006, the FASB issued FASB Statement (SFAS) No. 157, Fair Value Measurement, (SFAS 157).SFAS 157 provides enhanced guidance for using fair value to measure
assets and liabilities. The guidance clarifies the principle for assessing fair value based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, the guidance establishes a fair value
hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data such as companies own data. Under
this guidance, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within
those fiscal years. The Company is currently evaluating SFAS 157 and expects to adopt this guidance beginning on January 1, 2008.

In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities(SFAS No. 159). SFAS No. 159 expands opportunities to use fair value measurement in
financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We have not decided if we
will choose to measure any eligible financial assets and liabilities at fair value.

In June 2007, the EITF reached a consensus on EITF
Issue No. 07-03, Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities (EITF 07-3). Under EITF 07-03, nonrefundable advance payments for goods or services to be
received in the future for use in research and development activities should be deferred and capitalized. Such amounts should be expensed as the related goods are delivered or services



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are performed. If our expectations change such that we do not expect the goods to be delivered or services to be rendered, the capitalized advance payment
should be charged to expense. EITF 07-03 is effective for new contracts entered into beginning January 1, 2008. We have not yet determined the impact that EITF 07-03 will have on our financial statements.

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 (SFAS 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 2006 Annual Report on Form 10-K.

Effective January 1, 2006, we adopted
SFAS 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 SFAS 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 and nine month periods ended September 30, 2007 and 2006:



|                                                                  |  |                                 |   |  |                                |   |  |      |   |  |      |  
|----------------------------------------------------------------- |  | ------------------------------- | - |  | ------------------------------ | - |  | ---- | - |  | ---- | -
|                                                                  |  | Three Months EndedSeptember 30, |   |  | Nine months EndedSeptember 30, |  
|                                                                  |  | 2007                            |   |  | 2006                           |   |  | 2007 |   |  | 2006 |  
|Weighted-average risk-free interest rate                          |  | 4.3                             | % |  | 4.5                            | % |  | 4.5  | % |  | 4.8  | %
|Expected dividend payments                                        |  |                                |   |  |                               |   |  |     |   |  |     |  
|Expected holding period (years)1                                  |  | 5.9                             |   |  | 6.0                            |   |  | 5.9  |   |  | 5.8  |  
|Weighted-average volatility factor                                |  | 0.76                            |   |  | 0.71                           |   |  | 0.84 |   |  | 0.64 |  
|Estimated forfeiture rates for options granted to management2     |  | 2                               | % |  | 2                              | % |  | 2    | % |  | 2    | %
|Estimated forfeiture rates for options granted to non-management2 |  | 29                              | % |  | 31                             | % |  | 29   | % |  | 31   | %

---

|1 | Based on the simplified method provided in Staff Accounting Bulletin No. 107
for plain vanilla options.
|- | ---------------------------------------------------------------------------------------------------------



|2 | Estimated forfeiture rates are based on historical data.
|- | --------------------------------------------------------

The following table summarizes the SFAS 123R share-based compensation expense recorded for awards under the stock
option plans and the resulting impact on our basic and diluted loss per share for the three and nine month periods ended September 30, 2007 and 2006, due to the adoption of SFAS 123R:



|                                                 |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|------------------------------------------------ |  | ------------------------------- | ----- | - | ------------------------------ | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                 |  | Three Months EndedSeptember 30, |       |   | Nine months EndedSeptember 30, |  
|(in thousands, except per share amounts)         |  | 2007                            |       |   | 2006                           |   |       | 2007 |  |   | 2006  |  
|Research and development                         |  | $                               | 153   |   |                                | $ | 58    |      |  | $ | 305   |   |  | $ | 295   |  
|General and administrative                       |  |                                 | 210   |   |                                |   | 120   |      |  |   | 655   |   |  |   | 378   |  
|                                                 |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Total share-based compensation expenses          |  | $                               | 363   |   |                                | $ | 178   |      |  | $ | 960   |   |  | $ | 673   |  
|                                                 |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Increase in basic and diluted net loss per share |  | $                               | (0.01 | ) |                                | $ | (0.01 | )    |  | $ | (0.02 | ) |  | $ | (0.02 | )
|                                                 |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  

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.



8



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##### Table of Contents

During the three month period ended September 30, 2007 we granted 95,000 options to employees,
directors and consultants to purchase common stock. The following table summarizes option activity for the nine month period ended September 30, 2007:



|                                         |  |         |   |  |                              |      |                                    |      |                         |   |      
|---------------------------------------- |  | ------- | - |  | ---------------------------- | ---- | ---------------------------------- | ---- | ----------------------- | - | -----
|(in thousands, except per share amounts) |  | Options |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingOptionTerm |      | AggregateIntrinsicValue
|Outstanding at January 1, 2007           |  | 6,590   |   |  | $                            | 7.12 |                                    | 5.24 |                         | $ | 3,606
|Granted                                  |  | 692     |   |  |                              | 2.88 |                                    |      |                         |   |      
|Exercised                                |  | (74     | ) |  |                              | 1.79 |                                    |      |                         |   |      
|Expired or forfeited                     |  | (282    | ) |  |                              | 4.85 |                                    |      |                         |   |      
|                                         |  |         |   |  |                              |      |                                    |      |                         |   |      
|Outstanding at September 30, 2007        |  | 6,926   |   |  | $                            | 6.85 |                                    | 5.03 |                         | $ | 907  
|                                         |  |         |   |  |                              |      |                                    |      |                         |   |      
|Exercisable at September 30, 2007        |  | 5,869   |   |  | $                            | 7.61 |                                    | 4.31 |                         | $ | 805  
|                                         |  |         |   |  |                              |      |                                    |      |                         |   |      

As of September 30, 2007 there was approximately $1.1 million of total unrecognized
compensation expense related to non-vested stock options. This expense is expected to be recognized over a weighted-average period of 1.67 years.

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 September 30, 2007 and 2006, the effect of an additional 6,926,273 and 6,995,790 shares, respectively, representing outstanding options, were not included in the computation of diluted earnings per share because they are
anti-dilutive.

4. Income Taxes

We
adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109,or FIN 48, on January 1, 2007. Upon adoption of FIN 48, we commenced a
review of our tax position taken in our tax returns that remain subject to examination. Based upon our review we do not believe we have any unrecognized tax benefits or that there is a material impact on our financial condition or results of
operations as a result of implementing FIN 48.

We file income tax returns in the U.S. and various state jurisdictions. We are subject to
U.S. federal or state income tax examinations by tax authorities for all years in which we reported net operating losses that are being carried forward. We do not believe there will be any material changes in our unrecognized tax positions over the
next 12 months.

We recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of
the date of adoption of FIN 48, we did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized for the three and nine month periods ended September 30, 2007.

5. 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 and nine month periods ended
September 30, 2007 were $4.3 million and $11.4 million, respectively, and for the three and nine month periods ended September 30, 2006 were $4.3 million and $12.4 million, respectively.

6. Commitments and Contingencies

Legal
Proceedings

On July 30, 2007, we received notification that on July 3, 2007 a complaint was filed in the United States
District Court in and for the Middle District of Florida against, among others, Berlex, Inc., Schering AG, the Regents of the University of California and us. The complaint alleges that a patient in the Spheramine Phase IIb clinical trial suffered
certain physical effects and that she and her husband suffered emotional distress as a result of her participation in the trial. The complaint alleged breach of contract, product liability and fraud and deceit claims. The plaintiffs were seeking
$5.2 million in damages, as well as punitive damages, costs and attorneys fees.

On or about September 18, 2007, the plaintiff
voluntarily dismissed the complaint in United States District Court in and for the Middle District of Florida and filed a substantially similar action in the Superior Court of the State of California, Alameda County.

The Company maintains product liability insurance in the amount of $5 million per incidence. We disagree with these claims, and will pursue resolution of
this matter.



9



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##### Table of Contents

7. Stockholders Equity

In February 2007, we filed a shelf registration statement with the SEC 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 April 2007, we entered into a stock purchase agreement with certain individual and institutional investors for the purchase and sale of 5,445,546 shares of our common stock under the shelf registration
statement at a price of $2.02 per share. In May 2007, we completed the sale of such shares for gross proceeds of $11.0 million. Net proceeds were approximately $10.2 million.

On March 14, 2007, we entered into a Common Stock Purchase Agreement (the Purchase Agreement), with Azimuth Opportunity Ltd.
(Azimuth) which provides that, upon the terms and subject to the conditions set forth therein, Azimuth is committed to purchase up to the lesser of (a) $25.0 million of our common stock, or (b) 7,805,887 shares of our common
stock over the 24 month term of the Purchase Agreement. Over the term of the Purchase Agreement, at our sole discretion, we may present Azimuth with draw down notices requiring Azimuth to purchase a specified dollar amount of shares of our common
stock, subject to certain limits and so long as specified conditions are met. The price per share at which the shares will be sold, and therefore the number of shares to be sold pursuant to the draw down notice, is determined over a pricing period
of up to ten consecutive trading days. The per share purchase price for the shares sold on any particular trading day during the pricing period will equal the daily volume weighted average price of our common stock for that day, less a discount
ranging from 4.5% to 7.0% depending on the threshold price specified by us (which in no event may be less than $1.50 per share). We are able to present Azimuth with up to 30 draw down notices during the 24 month term of the Purchase Agreement, with
a minimum of five trading days required between each draw down pricing period. The Purchase Agreement also provides that from time to time and at our sole discretion we may grant Azimuth the right to exercise one or more options to purchase
additional shares of our common stock up to an aggregate amount specified by us during each draw down pricing period. The threshold price for the option is determined by us and is subject to a discount calculated in the same manner as for the draw
down notices. Any sale of the shares will be registered pursuant to the February 2007 shelf registration statement. No draw downs were made under this facility during the three and nine month periods ended September 30, 2007.

In March 2007, we terminated the Standby Equity Distribution Agreement with Cornell Capital Partners. Under the agreement, we could have required 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 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. No draw downs were made under
this facility during the nine month period ended September 30, 2007.

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 could have been 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 $10.0 million. Net proceeds were approximately $9.3 million. This registration
statement expired in February 2007.

8. Subsequent Events

On October 1, 2007, we granted to Dr. Marc Rubin, upon his joining the Company as President and Chief Executive Officer and pursuant to his agreement with the Company, 10-year options to purchase 1,500,000
shares of common stock at an exercise price of $2.40 per share. The options vest monthly over a four-year period, subject to a requirement of at least 12 months of employment for the vesting of any options. Notwithstanding the foregoing, all
unvested options will automatically become vested and exercisable immediately prior to the occurrence of a change of control. The options will expire on the tenth anniversary of the date of the Option Agreement. The Company received no consideration
for the issuance of the options. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder, because the shares were issued
to a sophisticated individual who is a director and officer of the Company in a private transaction.

On October 26, 2007, we
completed a sale of 486,746 shares of our common stock under the Purchase Agreement with Azimuth (described in Note 7) at a price of approximately $2.05 per share, for gross proceeds of approximately $1.0 million. Net proceeds were approximately
$965,000.



10



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##### Table of Contents

|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 research
and development efforts, the results of pre-clinical and clinical testing, the effect of regulation by the United States Food and Drug Administration (FDA) and other agencies, the impact of competitive products, product development,
commercialization and technological difficulties, the Companys ability to obtain additional financing, the effect of our accounting policies, and other risks detailed in our Securities and Exchange Commission filings.

Probuphine®, Spheramine®, ProNeura 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.

References herein to we, us, Titan, and our company
refer to Titan Pharmaceuticals, Inc. and its subsidiaries unless the context otherwise requires.

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:



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



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



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



| |  |  | DITPA: for the treatment of cardiovascular disease
| | - |  | --------------------------------------------------



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

We are both directly developing our product candidates and utilizing corporate partnerships, including collaborations with (i) Vanda Pharmaceuticals,
Inc. (Vanda) for the development of iloperidone for the treatment of schizophrenia and related psychiatric disorders and (ii) Bayer Schering Pharma AG, (Bayer Schering) for the development of Spheramine to treat Parkinsons disease. In
addition, in the past, we have utilized grants from government agencies to fund development of our product candidates.

Our product
candidates 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 2006 Annual Report on Form 10-K.

Results of Operations

Our net loss
for the three month period ended September 30, 2007 was approximately $4.3 million, or $0.10 per share, compared to approximately $4.3 million, or $0.11 per share, for the comparable period in 2006. For the nine month period ended
September 30, 2007, our loss was approximately $11.4 million, or $0.27 per share, compared to approximately $12.5 million, or $0.33 per share, for the comparable period in 2006.

We had no revenues from licensing agreements during the three month period ended September 30, 2007 and revenues from licensing agreements of
approximately $12,000 during the nine month period ended September 30, 2007. We had revenues from licensing agreements of $1,000 and $3,000 during the comparable three and nine month periods of 2006, respectively.



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##### Table of Contents

Research and development expenses for the three month period ended September 30, 2007 were
approximately $3.1 million, compared to approximately $3.3 million for the comparable period in 2006, a decrease of $0.2 million, or 6%. Research and development expenses for the nine month period ended September 30, 2007 were approximately
$7.8 million, compared to approximately $9.3 million for the comparable period in 2006, a decrease of $1.5 million, or 16%. The decrease in research and development costs during the three and nine month periods ended September 30, 2007 was
primarily associated with the conclusion of certain clinical study related activities and reductions in employee related costs and other internal expenditures. This was partially offset by an increase in costs associated with the continuation of
planned clinical trials related to our Probuphine product. 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 third quarter 2007, our external research and development expenses relating to our core product development programs were approximately: $1.3 million related to Probuphine, $0.2
million related to DITPA, and $0.2 million 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.

General and administrative expenses for the three month period ended September 30, 2007 were approximately $1.5 million, compared to approximately $1.3 million for the comparable period in 2006, an increase of $0.2 million, or 15%.
General and administrative expenses for the nine month period ended September 30, 2007 were approximately $4.3 million, compared to approximately $3.7 million for the comparable period in 2006, an increase of $0.6 million, or 16%. The increase
in general and administrative expenses during the three month period ended September 30, 2007 was primarily related to increases in non-cash stock compensation costs of approximately $0.1 million and other general and administrative costs of
approximately $0.1 million. The increase in general and administrative expenses during the nine month period ended September 30, 2007 was primarily related to increases in non-cash stock compensation costs of approximately $0.3 million, legal
fees of approximately $0.1 million and other general and administrative costs of approximately $0.2 million.

Net other income for the
three month period ended September 30, 2007 was approximately $0.2 million, compared to net other income of approximately $0.2 million in the comparable period in 2006. Net other income for the nine month period ended September 30, 2007
was approximately $0.6 million, compared to net other income of approximately $0.5 million in the comparable period in 2006. The increase in net other income during the nine month period ended September 30, 2007, was primarily related to a gain
of approximately $0.4 million resulting from the sale of our investment in Molecular Medicine BioServices, Inc. offset in part by the write-off of deferred offering expenses of $0.2 million associated with the termination of the Cornell Capital
Standby Equity Distribution Agreement in March 2007 and a reduction in interest income of approximately $0.1 million resulting from lower cash balances.

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 September 30, 2007, we had approximately $13.5 million of cash, cash equivalents, and marketable
securities compared to approximately $13.7 million at December 31, 2006.

Our operating activities used approximately $10.9 million
during the nine months ended September 30, 2007. This consisted primarily of the net loss for the period of approximately $11.4 million, approximately $0.4 million related to a gain recognized on the sale of our investment in Molecular Medicine
BioServices, Inc. and $0.3 million related to changes in operating assets and liabilities. This was offset in part by non-cash charges of approximately $0.2 million related to depreciation and approximately $1.0 million related to share-based
compensation expenses. 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 used by investing activities of approximately $8.2 million during the nine months ended September 30, 2007 consisted of purchases of marketable securities of approximately $48.9 million and purchases of
furniture and equipment of approximately $0.2 million. This was partially offset by sales and maturities of marketable securities of approximately $40.3 million and proceeds from the sale of our investment in Molecular Medicine BioServices, Inc. of
approximately $0.5 million.



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##### Table of Contents

Net cash provided by financing activities during the nine months ended September 30, 2007 was
approximately $10.3 million, which consisted primarily of net proceeds of approximately $10.2 million from the sale of common stock under our existing shelf registration statement (described below), and net proceeds of approximately $0.1 million
from the exercise of stock options.

In February 2007, 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 April 2007, we entered into a stock purchase agreement with
certain individual and institutional investors for the purchase and sale of 5,445,546 shares of our common stock under the shelf registration statement at a price of $2.02 per share. In May 2007, we completed the sale of such shares for gross
proceeds of $11.0 million. Net proceeds were approximately $10.2 million.

On March 14, 2007, we entered into a Common Stock Purchase
Agreement (the Purchase Agreement), with Azimuth Opportunity Ltd. (Azimuth) which provides that, upon the terms and subject to the conditions set forth therein, Azimuth is committed to purchase up to the lesser of
(a) $25.0 million of our common stock, or (b) 7,805,887 shares of our common stock over the 24 month term of the Purchase Agreement. Over the term of the Purchase Agreement, at our sole discretion, we may present Azimuth with draw down
notices requiring Azimuth to purchase a specified dollar amount of shares of our common stock, subject to certain limits and so long as specified conditions are met. The price per share at which the shares will be sold, and therefore the number of
shares to be sold pursuant to the draw down notice, is determined over a pricing period of up to ten consecutive trading days. The per share purchase price for the shares sold on any particular trading day during the pricing period will equal the
daily volume weighted average price of our common stock for that day, less a discount ranging from 4.5% to 7.0% depending on the threshold price specified by us (which in no event may be less than $1.50 per share). We are able to present Azimuth
with up to 30 draw down notices during the 24 month term of the Purchase Agreement, with a minimum of five trading days required between each draw down pricing period. The Purchase Agreement also provides that from time to time and at our sole
discretion we may grant Azimuth the right to exercise one or more options to purchase additional shares of our common stock up to an aggregate amount specified by us during each draw down pricing period. The threshold price for the option is
determined by us and is subject to a discount calculated in the same manner as for the draw down notices. Any sale of the shares will be registered pursuant to the February 2007 shelf registration statement. No draw downs were made under this
facility during the three and nine month periods ended September 30, 2007. On October 26, 2007, we completed a sale of 486,746 shares of our common stock under the Purchase Agreement with Azimuth at a price of approximately $2.05 per
share, for gross proceeds of approximately $1.0 million. Net proceeds were approximately $965,000.

In March 2007, we terminated the
Standby Equity Distribution Agreement with Cornell Capital Partners. Under the agreement, we could have required 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 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. No draw downs were made under this facility during the nine month period ended September 30, 2007.

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 could have been 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 $10.0 million. Net proceeds were approximately $9.3 million. This registration statement expired in February 2007.

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 our working capital at September 30, 2007, together with the proceeds from the sale of our common stock and funds available under the Common Stock Purchase Agreement,
are sufficient to sustain our planned operations through the first half of 2008.

We will need to seek additional financing sources to fund
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. 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.



13



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##### Table of Contents

|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Our market risk disclosures set
forth in our Annual Report on Form 10-K for the year ended December 31, 2006 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 September 30,
2007. Based upon their evaluation and subject to the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2007 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.



|Item 4T. | Controls and Procedures
|-------- | -----------------------

Not applicable.



14



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##### Table of Contents

PART II



|Item 1. | Legal Proceedings
|------- | -----------------

On July 30, 2007, we received notification that on July 3, 2007
a complaint was filed in the United States District Court in and for the Middle District of Florida against, among others, Berlex, Inc., Schering AG, the Regents of the University of California and us. The complaint alleges that a patient in the
Spheramine Phase IIb clinical trial suffered certain physical effects and that she and her husband suffered emotional distress as a result of her participation in the trial. The complaint alleged breach of contract, product liability and fraud and
deceit claims. The plaintiffs were seeking $5.2 million in damages, as well as punitive damages, costs and attorneys fees.

On or
about September 18, 2007, the plaintiff voluntarily dismissed the complaint in United States District Court in and for the Middle District of Florida and filed a substantially similar action in the Superior Court of the State of California,
Alameda County.

The Company maintains product liability insurance in the amount of $5 million per incidence. We disagree with these
claims, and will pursue resolution of this matter.



|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, 2006, 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.



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

On or about August 22, 2007, we
distributed our Definitive Proxy Statement and Annual Report to Stockholders to each stockholder of record as of July 24, 2007, for our Annual Meeting of Stockholders held on September 6, 2007 at 9:00 a.m. local time (the Annual
Meeting). At the Annual Meeting, the stockholders were asked to consider two proposals.

The first proposal involved the election of
directors. The existing Board of Directors (the Board) nominated nine nominees recommended by the Nominating Committee of the Board, all of whom were then serving as our directors. The nominees of the Board were all re-elected and the
voting results with respect thereto were:



|                                    |  |            |  |               
|----------------------------------- |  | ---------- |  | --------------
|Name                                |  | Votes For  |  | Votes Withheld
|Louis R. Bucalo, M.D.               |  | 34,117,691 |  | 4,327,241     
|Victor J. Bauer, Ph.D.              |  | 34,145,991 |  | 4,298,941     
|Sunil Bhonsle                       |  | 34,165,513 |  | 4,279,419     
|Eurelio M. Cavalier                 |  | 34,104,787 |  | 4,340,145     
|Hubert E. Huckel, M.D.              |  | 34,173,739 |  | 4,271,193     
|Joachim Friedrich Kapp, M.D., Ph.D. |  | 34,170,091 |  | 4,274,841     
|M. David MacFarlane, Ph.D.          |  | 34,177,059 |  | 4,267,873     
|Ley S. Smith                        |  | 34,200,094 |  | 4,244,838     
|Konrad M. Weis, Ph.D.               |  | 34,147,789 |  | 4,297,143     

The second proposal was to ratify the appointment of Odenberg, Ullakko, Muranishi & Co.
LLP as the independent auditors of the Company for the fiscal year ending December 31, 2007. The results were:



|         |  |           
|-------- |  | ----------
|For:     |  | 34,741,562
|Against: |  | 3,683,563 
|Abstain: |  | 19,807    



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##### Table of Contents

|Item 6. | Exhibits
|------- | --------



|         |  |                                                                                      
|-------- |  | -------------------------------------------------------------------------------------
|Exhibits |  |                                                                                      
|10.1     |  | Employment agreement with Marc Rubin, M.D. dated August 10, 2007.                    
|         | 
|10.2     |  | Employment agreement with Louis R. Bucalo, M.D. dated September 17, 2007.            
|         | 
|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.                                    



16



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##### Table of Contents

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.
|                 |  |  | 
|November 8, 2007 |  |  |  | By:                         |  | /s/ Marc Rubin       
|                 |  |  |  |                             |  |                       |  | Marc Rubin, M.D.                                    
|                 |  |  |  |                             |  |                       |  | President and Chief Executive Officer               
|                 |  |  | 
|November 8, 2007 |  |  |  | By:                         |  | /s/ Robert E. Farrell
|                 |  |  |  |                             |  |                       |  | Robert E. Farrell, J.D.                             
|                 |  |  |  |                             |  |                       |  | Executive Vice President and Chief Financial Officer



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