EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 1st Day of October 2003,
is entered into by Palatin Technologies, Inc., a Delaware corporation with its
principal place of business at 4C Cedar Brook Drive, Cranbury, New Jersey 08512
(the "Company"), and Shubh Sharma, residing at 6 Petty Road, Cranbury, NJ 08512
(the "Employee").

The Company desires to employ the Employee, and the Employee desires to be
employed by the Company. In consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
agree as follows:

1.0  Term of Employment. The Company hereby agrees to employ the Employee, and
     the Employee hereby accepts employment with the Company, upon the terms set
     forth in this Agreement, for a two year period commencing on October 1,
     2003 (the "Commencement Date") and ending on the second anniversary of the
     Commencement Date unless sooner terminated in accordance with the
     provisions of Section 4.

2.0  Position Title & Capacity

2.1  The Employee shall serve as Vice President and Chief Technical Officer,
     with responsibilities consistent with this position and as the Chief
     Executive Officer of the Company (the "Chief Executive Officer") or its
     Board of Directors (the "Board") may determine from time to time, with
     powers and duties as may be determined, from time to time, by the Chief
     Executive Officer or the Board, consistent with the Employee's position.
     The Employee shall be based at the Company's corporate headquarters, which
     is based in Cranbury, New Jersey. The Employee shall also be available for
     travel at such times and to such places as may be reasonably necessary in
     connection with the performance of his duties hereunder.


<PAGE>



2.2  The Employee hereby accepts such employment and agrees to undertake the
     duties and responsibilities inherent in such position and such other duties
     and responsibilities as the Chief Executive Officer or the Board shall from
     time to time reasonably assign to him. The Employee agrees to devote
     substantially all of his business time, attention and energies to the
     business and interests of the Company during the Employment Period. The
     Employee agrees to abide by the rules, regulations, instructions, personnel
     practices and policies of the Company and any changes therein which may be
     adopted from time to time by the Company. The Employee acknowledges receipt
     of copies of all such rules and policies committed to writing as of the
     date of this Agreement.

2.3  The Employee specifically covenants, warrants and represents to the Company
     that he has the full, complete and entire right and authority to enter into
     this Agreement, that he has no agreement, duty, commitment or
     responsibility of any kind or nature whatsoever with any corporation,
     partnership, firm, company, joint venture or other entity or other person
     which would conflict in any manner whatsoever with any of his duties,
     obligations or responsibilities to the Company pursuant to this Agreement,
     that he is not in possession of any document or other tangible property of
     any corporation, partnership, firm, company, joint venture or other entity
     or other person of a confidential or proprietary nature which would
     conflict in any manner whatsoever with any of his duties, obligations or
     responsibilities to the Company pursuant to his Agreement, and that he is
     fully ready, willing and able to perform each and all of his duties,
     obligations and responsibilities to the Company pursuant to this Agreement.

3.0  Compensation and Benefits. During the Employment Period, unless sooner
     terminated in accordance with the provisions of Section 4, the Employee
     shall receive the following compensation and benefits:

3.1  Salary. The Company shall pay the Employee, in equal semi-monthly
     installments or otherwise in accordance with the Company's standard payroll
     policies as such policies may exist from time to time, an annual base
     salary of $185,000. Such salary shall be subject to review thereafter, as
     determined by the Company's Compensation Committee and approved by the
     Board, on an annual basis, but the Board shall not decrease the Employee's
     annual base salary at any such annual review.

                                       2

<PAGE>


3.2  Cash Performance Bonus. The Employee will be included in the Company's
     annual discretionary bonus compensation program based on a June 30th year
     end in an amount to be decided by the Company's Compensation Committee and
     approved by the Board, payable no later than September 30th of each year
     during the Employment Period. Such performance bonus compensation shall be
     based upon yearly objectives mutually agreed upon by and between the
     Employee and the Company.

3.3  Stock Options. As additional compensation for services rendered, the
     Company has granted to the Employee the right and option (the "Option") to
     purchase shares of the Company's Common Stock (the "Option Shares"),
     subject to the vesting schedule set forth in subparagraph c hereof and the
     adjustments set forth in subparagraph g hereof. The Option is intended to
     be, to the maximum extent possible, a qualified incentive stock option,
     subject to the aggregate fair market value and other provisions of the
     Internal Revenue Service Code, as described in the Company's 1996 Stock
     Option Plan (the "Plan"). The Option is in all respects limited and
     conditioned as provided hereunder, and pursuant to the provisions of the
     Plan. To the extent there are any inconsistencies between this Agreement
     and the provisions of the Plan, the provisions of the Plan shall govern.

(a)  Purchase Price. Except as otherwise provided in subparagraph g hereof, the
     purchase price (the "Option Price") of the Option Shares shall be as stated
     on the option grant as approved by the Company's Board of Directors.

(b)  Option Term. Except as otherwise provided in the Plan, the Option shall
     expire on the first to occur of: (i) ninety (90) days following the
     Employee's termination of employment with the Company, or (ii)10 years from
     the Commencement Date.

(c)  Exercise of Option.

(i)  Except as otherwise provided in the Plan, the right of the Employee to
     exercise the Option is conditioned upon the Employee: (A) being in the
     employ of the Company, whether pursuant to this Agreement or otherwise, or
     (B) serving as a director of the Company.

(ii) The Options shall vest (except as otherwise provided in the Plan) per the
     provisions stated on the option grant as approved by the Company's Board of
     Directors.

(iii) The Option may be exercised, to the extent vested, in whole or in part, at
     any time or times prior to the expiration or other termination thereof.

                                       3

<PAGE>


(d)  Method Of Exercising Options.

(i)  The Option may be exercised by giving written notice, in form substantially
     as set forth in the Company's Stock Option Exercise Form, to the Company at
     its principal office, specifying the number of Option Shares to be
     purchased and accompanied by payment in full of the aggregate purchase
     price for such Option Shares. Only full shares shall be delivered and any
     fractional share which might otherwise be deliverable upon exercise of the
     Option shall be forfeited.

(ii) The purchase price for the Option Shares shall be payable, in cash or its
     equivalent.

(iii) Upon receipt of such notice and payment, the Company, within three (3)
     business days after Exercise, shall deliver or cause to be delivered a
     certificate or certificates representing the Option Shares with respect to
     which the Option is exercised. The certificate or certificates for such
     Option Shares shall be registered in the name of the person exercising the
     Option (or, if the Employee shall so request in the notice exercising the
     Option, in the name of the Employee and his spouse, jointly, with right of
     survivorship) and shall be delivered as provided above to or upon the
     written order of the person exercising the Option.

(iv) In the event the Option is exercised by any person after the death or
     Disability of the Employee, such notice shall be accompanied by appropriate
     proof of the right of such person to exercise the Option. All Option Shares
     purchased upon the exercise of the Option as provided herein shall be fully
     paid and non-assessable by the Company.

(e)  Non-transferability of Option. The Option may not be assigned or
     transferred, in whole or in part, by the Employee, otherwise than by will
     or by the laws of descent and distribution. During the lifetime of the
     Employee, the Option shall be exercisable only by the Employee or, in the
     event of his Disability, by his legal representative.

(f)  Withholding of Taxes. The obligation of the Company to deliver Option
     Shares upon the exercise of any Option shall be subject to any applicable
     federal, state and local tax withholding requirements.

(g)  Adjustments. The number of Option Shares and the Option Price shall be
     adjusted as set forth herein:

(i)  In the event that a stock dividend shall be declared on the Common Stock
     payable in shares of the Common Stock, the Option Shares shall be adjusted
     by adding to each Option Share the number of shares which would be
     distributed thereon if such Option Share had been outstanding on the date
     fixed for determining the shareholders entitled to receive such stock
     dividend.

                                       4

<PAGE>


(ii) In the event that the outstanding shares of the Common Stock shall be
     changed into or exchanged for a different number or kind of shares of stock
     or other securities of the Company whether through re-capitalization, stock
     split, combination of shares, or otherwise, then there shall be substituted
     for each Option Share the number and kind of shares of stock or the
     securities into which each outstanding share of the Common Stock shall be
     so changed or for which each such share shall be exchanged.

(iii) In the event that the outstanding shares of the Common Stock shall be
     changed into or exchanged for shares of stock or other securities of
     another corporation, whether through reorganization, sale of assets, merger
     or consolidation in which the Company is the surviving corporation, then
     there shall be substituted for each Option Share the number and kind of
     shares of stock or the securities into which each outstanding share of the
     Common Stock shall be so changed or for which each such share shall be
     exchanged.

(h)  Share Ownership. Neither the Employee nor the Employee's legal
     representatives nor the executors or administrators of his estate shall be
     or be deemed to be the holder of any share of Common Stock covered by an
     Option unless and until a certificate for such share shall have been
     issued.

                                       5

<PAGE>



3.4  Fringe-Benefits. The Employee shall be entitled to participate in all
     benefit programs that the Company establishes and makes available to its
     employees, if any, to the extent that the Employee's position, tenure,
     salary, age, health and other qualifications make him eligible to
     participate. The Employee shall also be entitled to holidays and annual
     vacation leave in accordance with the Company's policy as it exists from
     time to time.

3.5  Reimbursement of Expenses. The Company shall reimburse the Employee for all
     reasonable travel, entertainment and other expenses incurred or paid by the
     Employee in connection with, or related to, the performance of his duties,
     responsibilities or services under this Agreement, upon presentation by the
     Employee of documentation, expense statements, vouchers and/or such other
     supporting information as the Company may request, provided however, that
     the amount available for such travel, entertainment and other expenses may
     be fixed in advance by the Chief Executive Officer or the Board.

3.6  Insurance. The Employee will be covered under the Company's Directors' and
     Officers' liability insurance to the same extent the Company's directors
     and other officers are covered.

4.0  Employment Termination. The employment of the Employee by the Company
     pursuant to this Agreement shall terminate upon the occurrence of any of
     the following:

4.1  Expiration of the Employment Period in accordance with Section 1;

4.2  At the election of the Company, for Cause (as defined in Section 6),
     immediately upon written notice by the Company to the Employee, which
     notice of termination shall have been approved by a majority of the Board;

4.3  Immediately upon the death or determination of Disability (as defined in
     Section 6) of the Employee;

4.4  At the election of the Employee, for Good Reason (as defined in Section 6),
     immediately upon written notice of not less than sixty (60) days prior to
     termination by the Employee to the Company;

4.5  At the election of the Employee, within twelve (12) months following a
     Change in Control (as defined in Section 6), immediately upon written
     notice by the Employee to the Company;

4.6  At the election of either party, upon written notice of termination (the
     "Notice of Termination").

                                       6

<PAGE>


5.0 Effect of Termination

5.1 Compensation & Benefits

(a)  As referenced in this section, compensation following the Employee's
     termination shall be in the form of severance. Severance will be based on
     the employee's base salary in effect as of the employee's last day of
     employment, and will be paid in installments in accordance with the
     Company's regular payroll schedule in effect at the time of termination.

(b)  Severance is not considered compensation for purposes of employee and
     employer matching contributions under the 401(k) plan;

(c)  As referenced in this section, upon termination of the Employee's
     employment with the Company, medical and dental benefits will be available
     to the Employee, at his election, solely pursuant to the provisions of
     COBRA, with the Employee required to only contribute the Company's active
     employee contribution level during any period in which the Employee is
     receiving severance (the "Severance Period"). Upon expiration or
     non-occurrence, whichever is applicable, of the Severance Period, the
     Employee will be required to remit the COBRA cost (102% of total benefit
     cost) of coverage for any remaining period prior to the expiration of the
     continuation period under COBRA.

(d)  Upon termination of the Employee's employment with the Company, apart from
     the Employee's election under COBRA to continue medical and dental benefits
     (as described in Section 5.1c), the Employee will cease to be eligible for
     participation in the Company's health and welfare insurance and any other
     fringe benefit programs that pursuant to their contracts or Company policy
     require an active employee status.

5.2  Termination By The Company or at Election of the Employee (other than for
     Good Reason).

(a)  If the Employee elects to terminate his employment (other than for Good
     Reason) pursuant to Section 4.6, no severance and/or benefits shall be
     paid, and the Employee shall be entitled only to receive payment of his
     earned but unpaid salary as of his last day of actual employment by the
     Company (the "Date of Termination");

(b)  If the Company elects to terminate the Employee (other than for Cause)
     pursuant to Section 4.6, the Company shall pay to the Employee severance
     and medical and dental benefits (as described in Section 5.1c) for the
     greater of a nine (9) month period following the Date of Termination, or
     for the duration of the then current Employment Period; and

                                       7

<PAGE>


(c)  If the Company terminates the Employee for Cause pursuant to Section 4.2,
     no severance and/or benefits shall be paid, and the Employee shall be
     entitled only to receive payment of his earned but unpaid salary as of the
     Date of Termination.

5.3  Termination By Employee Election For Good Reason. If the Employee
     terminates employment at his election for Good Reason pursuant to Section
     4.4, the Company shall pay to the Employee severance and medical and dental
     benefits (as described in Section 5.1c) for the greater of a nine (9) month
     period following the Date of Termination, or for the duration of the then
     current Employment Period.

5.4  Termination Following a Change In Control. If the Employee terminates his
     employment at his election following a Change In Control pursuant to
     Section 4.5:

(a)  The Company shall pay to the Employee severance and medical dental care
     benefits (as described in Section 5.1c) for a nine (9) month period
     following the Date of Termination;

(b)  All options to purchase shares of capital stock of the Company previously
     granted to the Employee pursuant to any stock option plan with the Company
     which have not vested at such time shall immediately vest and become fully
     exercisable in accordance with their terms, and shall remain exercisable
     for a period of ninety (90) days following the Date of Termination;

(c)  For a six (6) month period after the Date of Termination, the Company shall
     reimburse the Employee for reasonable fees and expenses incurred by him for
     the purpose of locating employment in an amount, not to exceed $25,000,
     mutually agreed upon by and between the Employee and the Company, including
     the fees and expenses of consultants and other persons retained by him for
     such purpose, promptly upon receipt by the Company of satisfactory evidence
     of payment of such fees and expenses.

5.5  Termination by Reason of the Employee's Death or Disability. If, prior to
     the expiration of the Employment Period, the Employee's employment is
     terminated by the Employee's death or Disability pursuant to Section 4.3,
     (a) The Company shall pay to the Employee, or in the case of the Employee's
     death, to the estate of the Employee, the severance and medical and dental
     benefits (as described in Section 5.1c) for a nine (9) month period.

(b)  All options to purchase shares of capital stock of the Company previously
     granted to the Employee pursuant to any stock option plan with the Company
     which have not vested at such time shall immediately vest and become fully
     exercisable in accordance with their terms, and shall remain exercisable
     for a period of one hundred eighty (180) days following the Date of
     Termination.

                                       8

<PAGE>


5.6  Withholding and Deductions. All payments hereunder shall be subject to
     withholding and to such other deductions as shall at the time of such
     payment be required pursuant to any income tax or other law, whether of the
     United States or any other jurisdiction, and, in the case of payments to
     the executors or administrators to the Employee's estate, the delivery to
     the Company of all necessary tax waivers and other documents.

5.7  Release of Claims. The Employee's entitlement to severance, payment of
     COBRA premiums, and accelerated vesting of options under any subparagraph
     of this Section 5, is contingent upon the Employee's execution of a general
     release of claims in a form prepared by the Company and presented to the
     Employee upon termination of his employment hereunder, as well as the
     Employee's compliance with the provisions of Section 7 hereof.

5.8  No Requirement to Mitigate. The Employee shall not be required to mitigate
     the amount of any payment provided for in this Section 5 by seeking other
     employment or otherwise.

6.0  Definitions. For purposes of this Agreement the following definitions
     apply:

6.1  "Cause" shall mean the occurrence of any of the following circumstances:

(a)  (i) the Employee's material breach of, or habitual neglect or failure to
     perform the material duties which he is required to perform under, the
     terms of this Agreement; (ii) the Employee's material failure to follow the
     reasonable directives or policies established by or at the direction of the
     Chief Executive Officer or the Board; or (iii) the Employee's engaging in
     conduct that is materially detrimental to the interests of the Company such
     that the Company sustains a material loss or injury as a result thereof,
     provided that the breach or failure of performance by the Employee under
     subparagraphs (i) through (iii) hereof is not cured, to the extent cure is
     possible, within ten (10) days of the delivery to the Employee of written
     notice thereof;

(b)  the willful breach by the Employee of Section 7 of this Agreement or any
     provision of any confidentiality, invention and non-disclosure,
     non-competition or similar agreement between the Employee and the Company;
     or

(c)  the conviction of the Employee of, or the entry of a pleading of guilty or
     nolo contendere by the Employee to, any crime involving moral turpitude or
     any felony.

                                       9

<PAGE>


6.2  "Disability" shall mean the inability of the Employee, by reason of
     illness, accident or other physical or mental disability, for a period of
     120 days, whether or not consecutive, during any 360-day period, to perform
     the services contemplated under this Agreement. A determination of
     disability shall be made by a physician satisfactory to both the Employee
     and the Company; provided, however, that if the Employee and the Company do
     not agree on a physician, the Employee and the Company shall each select a
     physician and these two together shall select a third physician, whose
     determination as to disability shall be binding on all parties.

6.3  "Good Reason" shall mean the occurrence of any of the following
     circumstances, and the Company's failure to cure such circumstances within
     thirty (30) days of the delivery to the Company of written notice by the
     Employee of such circumstances:

(a)  any significant diminution in the Employee's duties and responsibilities as
     described in Section 2.1 hereof, or assignment of duties and
     responsibilities inconsistent with those described in Section 2.1 hereof;

(b)  any reduction in the Employee's salary as in effect on the Commencement
     Date or as the same may be increased from time to time;

(c)  the failure of the Company to continue in effect any material compensation
     or benefit plan in which the Employee participates as in effect on the
     Commencement Date, unless an equitable arrangement (embodied in an ongoing
     substitute or alternative plan) has been made with respect to such plan, or
     the failure by the Company to continue the Employee's participation therein
     (or in such substitute or alternative plan) on a basis not materially less
     favorable, both in terms of the amount of benefits provided and the level
     of the Employee's participation relative to other participants, as in
     effect on the Commencement Date;

(d)  the failure by the Company to continue to provide the Employee with
     benefits substantially similar to those enjoyed by the Employee under any
     of the Company's health and welfare insurance, retirement and other
     fringe-benefit plans insurance, which the Employee was participating as in
     effect on the Commencement Date, the taking of any action by the Company
     which would directly or indirectly materially reduce any of such benefits,
     or the failure by the Company to provide the Employee with the number of
     paid vacation days to which he is entitled in accordance with the Company's
     normal vacation policy in effect on the Commencement Date or in accordance
     with any agreement between the Employee and the Company existing at that
     time; or

                                       10

<PAGE>


(e)  the relocation of the Employee to a location which is greater than fifty
     (50) miles from Cranbury, New Jersey.

6.4  "Change in Control" shall mean the occurrence of any of the following
     events:

(a)  any "person," as such term is used in Sections 13(d) and 14(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
     than the Company, any trustee or other fiduciary holding securities under
     an employee benefit plan of the Company, or any corporation owned directly
     or indirectly by the stockholders of the Company in substantially the same
     proportion as their ownership of stock of the Company) is or becomes the
     "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly, of securities of the Company representing 50% or
     more of the combined voting power of the Company's then outstanding
     securities;

(b)  individuals who, as of the Commencement Date, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board, provided that any person becoming a director subsequent to
     the Commencement Date whose election, or nomination for election by the
     Company's stockholders, was approved by a vote of at least a majority of
     the directors then comprising the Incumbent Board (other than an election
     or nomination of an individual whose initial assumption of office is in
     connection with an actual or threatened election contest relating to the
     election of the directors of the Company, as such terms are used in Rule
     14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of
     this Agreement, considered as though such person were a member of the
     Incumbent Board;

(c)  the stockholders of the Company approve a merger or consolidation of the
     Company with any other corporation, other than (i) a merger or
     consolidation which would result in the voting securities of the Company
     outstanding immediately prior thereto continuing to represent (either by
     remaining outstanding or by being converted into voting securities of the
     surviving entity) more than 80% of the combined voting power of the voting
     securities of the Company or such surviving entity outstanding immediately
     after such merger or consolidation or (ii) a merger or consolidation
     effected to implement a re-capitalization of the Company (or similar
     transaction) in which no "person" (as defined in Section 6.4(a)) acquires
     more than 50% of the combined voting power of the Company's then
     outstanding securities; or

                                       11

<PAGE>


(d)  a sale of all or substantially all of the assets of the Company.

7.0  Restrictive Covenants

(a)  For the purposes of this Agreement:

(i)  "Competing Products" means any products or processes of any person or
     organization other than the Company in existence or under development,
     which are substantially the same, may be substituted for, or applied to
     substantially the same end use as the products or processes that the
     Company is developing or has developed or commercialized during the time of
     the Employee's employment with the Company.

(ii) "Competing Organization" means any person or organization engaged in, or
     with definitive plans to become engaged in, research or development,
     production, distribution, marketing or selling of a Competing Product.

(b)  The Employee acknowledges that he has, on or prior to the date of the
     Agreement, executed and delivered to the Company an Employee Agreement on
     Confidentiality, Intellectual Property, Debarment Certification and
     Conflict of Interest (the "Confidentiality Agreement") and the Employee
     hereby affirms and ratifies his obligations thereunder; and the Employee
     agrees that after termination by the Company for Cause pursuant to Section
     4.2 (except in the case where such termination occurs within 12 months
     following a Change in Control), by the Employee pursuant to Section 4.6, or
     by either party upon expiration of the Employment Period, he will not
     render services of any nature, directly or indirectly, to any Competing
     Organization in connection with any Competing Product within any
     geographical territory as the Company and such Competing Organization are
     or would be in actual competition, for a period of six (6) months,
     commencing on the Date of Termination.

(c)  The Employee agrees that he will not, during the Employment Period and for
     a period of nine (9) months commencing on the Date of Termination, directly
     or indirectly employ, solicit for employment, or advise or recommend to any
     other person that they employ or solicit for employment, any person whom he
     knows to be an employee of the Company or any parent, subsidiary or
     affiliate of the Company.

                                       12

<PAGE>


(d)  In the event a court of competent jurisdiction should find any provision in
     this Section 7 to be unfair or unreasonable, such finding shall not render
     such provision unenforceable, but, rather, this provision shall be modified
     as to subject matter, time and geographic area so as to render the entire
     section valid and enforceable.

8.0  Notices. All notices required or permitted under this Agreement shall be in
     writing and shall be deemed effective upon either: (a) personal delivery;
     or (b) three (3) days following deposit in the United States Post Office
     for delivery by registered or certified mail, postage prepaid, or one (1)
     day following deposit with a reputable overnight courier service, addressed
     to the other party at the address shown above, or at such other address or
     addresses as either party shall designate to the other in accordance with
     this Section 8.

9.0  Pronouns. Whenever the context may require, any pronouns used in this
     Agreement shall include the corresponding masculine, feminine or neuter
     forms, and the singular forms of nouns and pronouns shall include the
     plural, and vice versa.

10.0 Entire Agreement. This Agreement, together with the "Confidentiality
     Agreement", constitutes the entire agreement between the parties and
     supersedes all prior agreements and understandings, whether written or
     oral, relating to the subject matter of this Agreement.

11.0 Amendment. This Agreement may be amended or modified only by a written
     instrument executed by both the Company and the Employee.

12.0 Governing Law. This Agreement shall be construed, interpreted and enforced
     in accordance with the laws of New Jersey, without regard to its principles
     of conflict of laws.

13.0 Successors and Assigns. This Agreement shall be binding upon and inure to
     the benefit of both parties and their respective successors and assigns,
     including any corporation with which or into which the Company may be
     merged or which may succeed to its assets or business; provided, however,
     that the obligations of the Employee are unique and personal and shall not
     be assigned by him.

                                       13

<PAGE>


14.0 Waiver of Breach.

14.1 Waiver by the Company. No delay or omission by the Company in exercising
     any right under this Agreement shall operate as a waiver of that or any
     other right. A waiver or consent given by the Company on any one occasion
     shall be effective only in that instance and shall not be construed as a
     bar or waiver of any right on any other occasion. No waiver by the Company
     shall be valid unless in a writing signed by an authorized officer of the
     Company and approved by a majority of the Board.

14.2 Waiver by the Employee. No delay or omission by the Employee in exercising
     any right under this Agreement shall operate as a waiver of that or any
     other right. A waiver or consent given by the Employee on any one occasion
     shall be effective only in that instance and shall not be construed as a
     bar or waiver of any right on any other occasion. No waiver by the Employee
     shall be valid unless in a writing signed by the Employee.

15.0  Miscellaneous.

15.1 The captions of the sections of this Agreement are for convenience of
     reference only and in no way define, limit or affect the scope or substance
     of any section of this Agreement.

15.2 In case any provision of this Agreement shall be invalid, illegal or
     otherwise unenforceable, the validity, legality and enforceability of the
     remaining provisions shall in no way be affected or impaired thereby.

16.0 Survival. The provisions of Sections 3.3, 5, 6, 7 and 8 shall survive the
     termination of this Agreement.

17.0 Attorney's Fees. The Company shall reimburse the Employee for all legal
     fees and expenses associated with the negotiation and drafting of this
     Agreement, upon reasonable documentation thereof, up to a maximum of
     $2,500.

                                       14

<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as an
instrument under seal as of the day and year set forth above.

PALATIN TECHNOLOGIES, INC.              EMPLOYEE

By:_____________________________        ________________________________
Name: John Prendergast                  Shubh Sharma
Title: Chairman of the Board            Vice President & Chief Technical Officer

Date:____________________________       Date: ____________________________


                                       15