REGISTRATION RIGHTS AGREEMENT

    This Registration Rights Agreement (this "Agreement") is made this ___ day
of _________, 2000, by PALATIN TECHNOLOGIES, INC., a Delaware corporation (the
"Company"), for the benefit of each Purchaser (individually a "Purchaser" and
collectively the "Purchasers") entering into that certain Purchase Agreement
(the "Purchase Agreement") with the Company.

BACKGROUND

    Pursuant to the Purchase Agreement, the Company has offered (the "Offering")
for sale up to a maximum of $15,000,000 of (a) shares (the "Shares") of the
Company's Common Stock, $.01 par value per share (the "Common Stock") and (b)
redeemable warrants (the "Warrants") to purchase one share of Common Stock of
the Company for every five shares of Common Stock purchased under the Purchase
agreement. The Shares and Warrants are sometimes collectively called the
"Securities." In order to induce the Purchasers to purchase the Securities, the
Company has agreed to provide the registration rights set forth in this
Agreement.

1.  SECURITIES LAWS REPRESENTATIONS AND COVENANTS OF PURCHASER.

    This Agreement is made for the benefit of the Purchasers in reliance upon
each Purchaser's representations to the Company, as the same are set forth in
Section 4 of the Purchase Agreement.

2.  REGISTRATION RIGHTS.

    2.1 CERTAIN DEFINITIONS. As used in this Agreement, the following terms
        shall have the following respective meanings:

        (a) "COMMISSION" shall mean the Securities and Exchange Commission or
            any other federal agency at the time administering the Securities
            Act.

        (b) "FORM S-1, FORM SB-1, FORM S-2, FORM SB-2 AND FORM S-3" shall mean
            Form S-1, Form SB-1, Form S-2, Form SB-2 or Form S-3, respectively,
            promulgated by the Commission or any substantially similar form then
            in effect.

        (c) "PURCHASERS" shall mean, collectively, the Purchasers, their
            permitted assignees and transferees and, individually, a Purchaser
            and any permitted assignee or transferee of such Purchaser.

        (d) The terms "REGISTER", "REGISTERED" and "REGISTRATION" refer to a
            registration effected by preparing and filing a Registration
            Statement or Statements or similar documents in compliance with the
            Securities Act,

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            and the declaration or ordering by the Commission of the
            effectiveness of such Registration Statement.

        (e) "REGISTRABLE SECURITIES" shall mean the Shares and Warrant Shares so
            long as such shares are ineligible for sale under subparagraph (k)
            of Rule 144.

        (f) "REGISTRATION EXPENSES" shall mean all expenses incurred by the
            Company in complying with Section 2, including, without limitation,
            all federal and state registration, qualification and filing fees,
            printing expenses, fees and disbursements of counsel for the
            Company, accountant fees, blue sky fees and expenses and, the
            expense of any special audits incident to or required by any such
            Registration.

        (g) "REGISTRATION STATEMENT" shall mean Form S-1, Form SB-1, Form S-2,
            Form SB-2 or Form S-3, whichever is applicable, unless otherwise
            specified herein.

        (h) "RULE 144" shall mean Rule 144 promulgated by the Commission
            pursuant to the Securities Act.

        (i) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

        (j) "SELLING EXPENSES" shall mean all underwriting discounts and selling
            commissions applicable to the sale of Registrable Securities
            pursuant to this Agreement.

        (k) "SELLING STOCKHOLDER" shall mean a holder of Registrable Securities
            who requests Registration under Section 2.3 hereof or whose shares
            of Common Stock become Registered pursuant to Section 2.2 hereof.

        (l) "WARRANT SHARES" shall mean the shares of capital stock of the
            Company underlying the Warrants.

Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Purchase Agreement.

    2.2 REQUIRED REGISTRATION

        (a) Within the later to occur of sixty (60) days following the Final
            Closing Date of the Offering or November 22, 2000, the Company shall
            use its best efforts to file with the Commission a Registration
            Statement for the purpose of Registering, upon the effectiveness of
            such Registration Statement, the Shares and the Warrant Shares. The
            Company will use its

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            reasonable best efforts to ensure that the Registration Statement is
            declared effective within 60 days of the filing date.

        (b) The Company shall use its best efforts to maintain with the
            Commission a registration statement effective until the earlier of
            the second anniversary of the first date on which no Warrants remain
            unexercised or unexpired or the date all shares purchased by the
            Investors may be sold under Rule 144 during any 90 day period.

        (c) In the event the Registration Statement has not been declared
            effective by the SEC within 90 days of filing, the Company shall for
            each 30 day period ("Penalty Period") during which the shares of
            Common Stock remain unregistered pay to Investors, at the Company's
            election, either the number of additional shares of Common Stock
            equal to 1% ("Payment Amount") of the aggregate purchase price paid
            for the shares of Common Stock purchased under the Agreement divided
            by the market value (determined as of the last trading day of the
            Penalty Period) of a share of Common Stock ("Penalty Shares"), or a
            cash payment equal to the Payment Amount.



    2.3 PIGGYBACK REGISTRATION

        (a) Until the time set forth in Section 2.3(g) hereof, each time that
            the Company proposes to Register a public offering of its Common
            Stock, other than (i) pursuant to a Registration Statement on Form
            S-4 or Form S-8 or similar or successor forms or (ii) on a
            Registration Statement filed in connection with an exchange offer or
            other offer of Common Stock solely to the then-existing stockholders
            of the Company, the Company shall promptly give written notice of
            such proposed Registration to all holders of Shares and Warrant
            Shares, which shall offer such holders the right to request
            inclusion of any Registrable Securities in the proposed
            Registration.

        (b) Each holder of Shares or Warrant Shares shall have ten (10) days or
            such longer period as shall be set forth in the notice from the
            receipt of such notice to deliver to the Company a written request
            specifying the number of shares of Registrable Securities such
            holder intends to sell and the holder's intended plan of
            disposition.

        (c) The Company shall have the exclusive right to select all
            underwriters for any underwritten public offering of securities of
            the Company, including all Shares and Warrant Shares. In the event
            that the proposed Registration by the Company is, in whole or in
            part, an underwritten public offering of securities of the Company,
            any request under Section 2.3(b) shall contain

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            the holder's agreement that the Registrable Securities will be
            included in the underwriting on the same terms and conditions as the
            shares of Common Stock, if any, otherwise being sold through
            underwriters under such Registration.

        (d) Upon receipt of a written request pursuant to Section 2.3(b), the
            Company shall promptly use its best efforts to cause all such
            Registrable Securities to be Registered, to the extent required to
            permit sale or disposition as set forth in the written request.

        (e) Notwithstanding the foregoing, if the managing underwriter of an
            underwritten public offering determines and advises in writing that
            the inclusion of all Registrable Securities proposed to be included
            in the underwritten public offering, together with any shares
            proposed to be sold by the Company for its own account and any other
            issued and outstanding shares of Common Stock proposed to be
            included therein by holders other than the holders of Registrable
            Securities (such other holders' shares hereinafter collectively
            referred to as the "Other Shares"), would interfere with the
            successful marketing of the securities proposed to be included in
            the underwritten public offering, including the price at which such
            securities can be sold, then the number of such shares of persons
            other than the Company that otherwise would be included in such
            underwritten public offering shall be excluded from such
            underwritten public offering in a number deemed necessary by such
            managing underwriter, first by excluding, to the extent necessary,
            other shares held by persons who have not exercised contractual
            rights to include such Shares in the offering pursuant to the Prior
            Registration Rights Agreements (as hereinafter defined), and then,
            to the extent necessary, by excluding Registrable Securities
            participating in such underwritten public offering, pro rata, based
            on the number of shares of Registrable Securities each holder
            proposes to include; and, then, excluding to the extent necessary,
            other Shares proposed to be included by the holders of other Shares
            who have exercised registration rights granted to them under
            registration rights agreements of the Company in effect on the date
            hereof or any other registration rights in effect on the date hereof
            (collectively, the "Prior Registration Rights Agreements").

        (f) All Shares and Warrant Shares that are not included in an
            underwritten public offering pursuant to Section 2.3 shall be
            withheld from the market by the holders thereof for a period, not to
            exceed 12 months following a public offering, that the managing
            underwriter reasonably determines is necessary in order to effect
            the underwritten public offering. The holders of such Shares and the
            Warrant Shares shall execute such documentation as the managing
            underwriter reasonably requests to evidence this lock-up.

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        (g) The registration rights provided by this Agreement shall expire with
            respect to any Registrable Security upon the earliest to occur of
            (i) the effectiveness of a Registration Statement that includes in
            the Registration effected thereby, at the request of a Selling
            Stockholder, such Registrable Security; (ii) the date on which such
            Registrable Security is eligible for resale under Rule 144 without
            regard to the volume limitations thereof; and (iii) five years from
            the date hereof.

    2.4 PREPARATION AND FILING. If and whenever the Company is under an
        obligation pursuant to the provisions of this Section 2 to use its best
        efforts to effect the Registration of any Registrable Securities, the
        Company shall, as expeditiously as practicable:

        (a) prepare and file with the Commission a Registration Statement with
            respect to such Registrable Securities, using such form of available
            Registration Statement as is reasonably selected by the Company
            (unless otherwise specified herein), and use its best efforts to
            cause such Registration Statement to become and remain effective,
            keeping each Selling Stockholder advised as to the initiation,
            progress and completion of the Registration;

        (b) prepare and file with the Commission such amendments and supplements
            to such Registration Statements and the prospectus used in
            connection therewith as may be necessary to keep such Registration
            Statement effective for, in the case of a Required Registration
            under Section 2.2, the period set forth in Section 2.2(b) and, in
            the case of a Piggyback Registration under Section 2.3, six months,
            and to comply with the provisions of the Securities Act with respect
            to the sale or other disposition of all Registrable Securities
            covered by such Registration Statement;

        (c) furnish to each Selling Stockholder such number of copies of any
            summary prospectus or other prospectus, including a preliminary
            prospectus and all amendments and supplements thereto, in conformity
            with the requirements of the Securities Act, and such other
            documents as such Selling Stockholder may reasonably request in
            order to facilitate the public sale or other disposition of such
            Registrable Securities; provided, however, that no such prospectus
            need be furnished more than, in the case of a Required Registration
            under Section 2.2, six months after the conclusion of the period set
            forth in Section 2.2(b) and, in the case of a Piggyback Registration
            under Section 2.3, six months after the effective date of the
            Registration Statement related thereto;

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        (d) use its best efforts to register or qualify the Registrable
            Securities covered by such Registration Statement under the
            securities or blue sky laws of such jurisdictions as each Selling
            Stockholder shall reasonably request and do any and all other acts
            or things which may be reasonably necessary or advisable to enable
            such holder to consummate the public sale or other disposition in
            such jurisdictions of such Registrable Securities; provided,
            however, that the Company shall not be required to consent to
            general service of process, qualify to do business as a foreign
            corporation where it would not be otherwise required to qualify or
            submit to liability for state or local taxes where it is not liable
            for such taxes or provide any undertaking or make any change in its
            Certificate of Incorporation; and

        (e) at any time when a prospectus covered by such Registration Statement
            is required to be delivered under the Securities Act within the
            appropriate period mentioned in Section 2.2(b) or Section 2.3(b)
            hereof, as the case may be, notify each Selling Stockholder of the
            happening of any event as a result of which the prospectus included
            in such Registration Statement, as then in effect, includes an
            untrue statement of a material fact or omits to state a material
            fact required to be stated therein or necessary to make the
            statements therein not misleading in the light of the circumstances
            then existing and, at the request of such seller, prepare, file and
            furnish to such seller a reasonable number of copies of a supplement
            to or an amendment of such prospectus as may be necessary so that,
            as thereafter delivered to the purchasers of such shares, such
            prospectus shall not include an untrue statement of a material fact
            or omit to state a material fact required to be stated therein or
            necessary to make the statement therein not misleading in the light
            of the circumstances then existing. The Company may delay amending
            or supplementing the prospectus for a period of up to 90 days if the
            Company is then engaged in negotiations regarding a material
            transaction that has not been publicly disclosed, and the Selling
            Stockholders shall suspend their sale of Shares until an appropriate
            supplement or prospectus has been forwarded to them or the proposed
            transaction is abandoned.

Notwithstanding the foregoing, with respect to the proposed Registration of
Registrable Securities pursuant to Section 2.3 hereof, the Company may withdraw
or cease proceeding with any proposed Registration of Registrable Securities if
it has withdrawn or ceased proceeding with the proposed Registration of Common
Stock of the Company with which the Registration of such Registrable Securities
was to be included.

    2.5 EXPENSES. The Company shall pay all Registration Expenses incurred by
        the Company in complying with this Section 2.

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    2.6 INFORMATION FURNISHED BY PURCHASER. It shall be a condition precedent to
        the Company's obligations under this Agreement as to any Selling
        Stockholder that each Selling Stockholder furnish to the Company in
        writing such information regarding such Selling Stockholder and the
        distribution proposed by such Selling Stockholder as the Company may
        reasonably request.

    2.7 INDEMNIFICATION.

        2.7.1 COMPANY'S INDEMNIFICATION OF PURCHASERS. The Company shall
            indemnify each Selling Stockholder, each of its officers, directors
            and constituent partners, and each person controlling (within the
            meaning of the Securities Act) such Selling Stockholder, against all
            claims, losses, damages or liabilities (or actions in respect
            thereof) suffered or incurred by any of them, to the extent such
            claims, losses, damages or liabilities arise out of or are based
            upon any untrue statement (or alleged untrue statement) of a
            material fact contained in any prospectus or any related
            Registration Statement incident to any such Registration, or any
            omission (or alleged omission) to state therein a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading, or any violation by the Company of any rule
            or regulation promulgated under the Securities Act applicable to the
            Company and relating to actions or inaction required of the Company
            in connection with any such Registration; and the Company will
            reimburse each such Selling Stockholder, each of its officers,
            directors and constituent partners and each person who controls any
            such Selling Stockholder, for any reasonable, documented legal and
            other expenses incurred in connection with investigating or
            defending any such claim, loss, damage, liability or action;
            PROVIDED, HOWEVER, that the indemnity contained in this Section
            2.7.1 shall not apply to amounts paid in settlement of any such
            claim, loss, damage, liability or action if settlement is effected
            without the consent of the Company (which consent shall not
            unreasonably be withheld); and PROVIDED, FURTHER, that the Company
            will not be liable in any such case to the extent that any such
            claim, loss, damage, liability or expense arises out of or is based
            upon any untrue (or alleged untrue) statement or omission based upon
            written information furnished to the Company by such Selling
            Stockholder, underwriter, controlling person or other indemnified
            person and stated to be for use in connection with the offering of
            securities of the Company.



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        2.7.2 SELLING STOCKHOLDER'S INDEMNIFICATION OF COMPANY. Each Selling
            Stockholder shall indemnify the Company, each of its directors and
            officers, each underwriter, if any, of the Company's securities
            covered by a Registration Statement, each person who controls the
            Company or such underwriter within the meaning of the Securities
            Act, and each other

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            Selling Stockholder, each of its officers, directors and constituent
            partners and each person controlling such other Selling Stockholder,
            against all claims, losses, damages and liabilities (or actions in
            respect thereof) suffered or incurred by any of them and arising out
            of or based upon any untrue statement (or alleged untrue statement)
            of a material fact contained in such Registration Statement or
            related prospectus, or any omission (or alleged omission) to state
            therein a material fact required to be stated therein or necessary
            to make the statements therein not misleading, or any violation by
            such Selling Stockholder of any rule or regulation promulgated under
            the Securities Act applicable to such Selling Stockholder and
            relating to actions or inaction required of such Selling Stockholder
            in connection with the Registration of the Registrable Securities
            pursuant to such Registration Statement; and will reimburse the
            Company, such other Selling Stockholders, such directors, officers,
            partners, persons, underwriters and controlling persons for any
            reasonable, documented legal and other expenses incurred in
            connection with investigating or defending any such claim, loss,
            damage, liability or action; PROVIDED, HOWEVER, that such
            indemnification and reimbursement shall be to the extent, but only
            to the extent, that such untrue statement (or alleged untrue
            statement) or omission (or alleged omission) is made in such
            Registration Statement or prospectus in reliance upon and in
            conformity with written information furnished to the Company by such
            Selling Stockholder and stated to be for use in connection with the
            offering of Registrable Securities.



<PAGE>


        2.7.3 INDEMNIFICATION PROCEDURE. Promptly after receipt by an
            indemnified party under this Section 2.7 of notice of the
            commencement of any action which may give rise to a claim for
            indemnification hereunder, such indemnified party will, if a claim
            in respect thereof is to be made against an indemnifying party under
            this Section 2.7, notify the indemnifying party in writing of the
            commencement thereof and generally summarize such action. The
            indemnifying party shall have the right to participate in and to
            assume the defense of such claim, and shall be entitled to select
            counsel for the defense of such claim with the approval of any
            parties entitled to indemnification, which approval shall not be
            unreasonably withheld. Notwithstanding the foregoing, the parties
            entitled to indemnification shall have the right to employ separate
            counsel (reasonably satisfactory to the indemnifying party) to
            participate in the defense thereof, but the fees and expenses of
            such separate counsel shall be at the expense of such indemnified
            parties unless the named parties to such action or proceedings
            include both the indemnifying party and the indemnified parties and
            the indemnifying party or such indemnified parties shall have been
            advised by counsel that there are one or more legal defenses
            available to the indemnified parties which are different from or

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            additional to those available to the indemnifying party (in which
            case, if the indemnified parties notify the indemnifying party in
            writing that they elect to employ separate counsel at the reasonable
            expense of the indemnifying party, the indemnifying party shall not
            have the right to assume the defense of such action or proceeding on
            behalf of the indemnified parties, it being understood, however,
            that the indemnifying party shall not, in connection with any such
            action or proceeding or separate or substantially similar or related
            action or proceeding in the same jurisdiction arising out of the
            same general allegations or circumstances, be liable for the
            reasonable, documented fees and expenses of more than one separate
            counsel at any time for all indemnified parties, which counsel shall
            be designated in writing by the Purchasers of a majority of the
            Registrable Securities).

        2.7.4 CONTRIBUTION. If the indemnification provided for in this Section
            2.7 from an indemnifying party is unavailable to an indemnified
            party hereunder in respect to any losses, claims, damages,
            liabilities or expenses referred to herein, then the indemnifying
            party, in lieu of indemnifying such indemnified party, shall
            contribute to the amount paid or payable by such indemnified party
            as a result of such losses, claims, damages, liabilities or expenses
            in such proportion as is appropriate to reflect the relative fault
            of the indemnifying party and indemnified party in connection with
            the statements or omissions which result in such losses, claims,
            damages, liabilities or expenses, as well as any other relevant
            equitable considerations. The relative fault of such indemnifying
            party and indemnified party shall be determined by reference to,
            among other things, whether the untrue or alleged untrue statement
            of a material fact or the omission or alleged omission to state a
            material fact relates to information supplied by such indemnifying
            party or indemnified party and the parties' relative intent,
            knowledge, access to information supplied by such indemnifying party
            or indemnified party and opportunity to correct or prevent such
            statement or omission. The amount paid or payable by a party as a
            result of the losses, claims, damages, liabilities and expenses
            referred to above shall be deemed to include any documented legal or
            other fees or expenses reasonably incurred by such party in
            connection with investigating or defending any action, suit,
            proceeding or claim, or in collecting such indemnity or
            reimbursement from the indemnifying party.


3.  COVENANTS OF THE COMPANY.

    The Company agrees to:

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        (a) Notify the holders of Registrable Securities included in a
            Registration Statement (i) of the issuance by the Commission of any
            stop order suspending the effectiveness of such Registration
            Statement and (ii) upon learning of the initiation of any
            proceedings for the purpose of suspending such effectiveness, the
            existence of such proceedings. The Company will make every
            reasonable effort to prevent the issuance of any stop order and, if
            any stop order is issued, to obtain the lifting thereof at the
            earliest possible time.

        (b) If the Common Stock is then listed on a national securities
            exchange, use its best efforts to cause the Registrable Securities
            to be listed on such exchange. If the Common Stock is not then
            listed on a national securities exchange, use its best efforts to
            facilitate the reporting of the Registrable Securities on Nasdaq.

        (c) Take all other reasonable actions necessary to expedite and
            facilitate disposition of the Registrable Securities by the holders
            thereof pursuant to the Registration Statement.

        (d) With a view to making available to the holders of Registrable
            Securities the benefits of Rule 144 promulgated under the Securities
            Act and any other rule or regulation of the Commission that may at
            any time permit the Purchasers to sell securities of the Company to
            the public without registration, the Company agrees to:

            (i) make and keep adequate current public information with respect
                to the Company available, as those terms are understood and
                defined in Rule 144, at all times after 90 days after the
                effective date of the first Registration Statement filed by the
                Company for the offering of its securities to the general
                public;

            (ii) file with the Commission in a timely manner all reports and
                other documents required of the Company under the Securities Act
                and the Securities Exchange Act of 1934 (the "1934 Act"); and

            (iii) furnish to each holder of Shares, so long as such holder of
                Shares owns any Shares, forthwith upon written request (a) a
                written statement by the Company as to whether it has complied
                with the reporting requirements of Rule 144, the Securities Act
                and the 1934 Act, (b) a copy of the most recent annual or
                quarterly report of the Company and such other reports and
                documents so filed by the Company and (c) such other information
                as may be reasonably requested and as is publicly available in
                availing the holders of Shares of any rule or regulation of the
                Commission which permits the selling of any such securities
                without registration.

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        (e) Prior to the filing of a Registration Statement or any amendment
            thereto (whether pre-effective or post-effective), and prior to the
            filing of any prospectus or prospectus supplement related thereto,
            the Company will provide each Selling Stockholder with copies of all
            pages thereto, if any, which reference such Selling Stockholder.

        (f) If the Registration Statement relates to an underwritten offering,
            enter into and perform its obligations under an underwriting
            agreement, in usual and customary form, including, without
            limitation, customary indemnification and contribution obligations,
            with the underwriter's representative.

        (g) Make generally available to its security holders as soon as
            practicable, but not later than forty five (45) days after the close
            of the period covered thereby, the Company's financial statements as
            filed with the Commission.

        (h) At the request of the Investors who hold a majority in interest of
            the Registrable Securities being sold, furnish to the underwriters,
            if any, on the date that Registrable Securities are delivered to the
            underwriters for sale in connection with a registration pursuant to
            this Agreement (i) an opinion, dated such date, of the counsel
            representing the Company for the purposes of such registration, in
            form and substance as is customarily given to underwriters in an
            underwritten public offering, addressed to the underwriters, and
            (ii) a letter, dated such date, from the independent certified
            public accountants of the Company, in form and substance as is
            customarily given by independent certified public accountants to
            underwriters in an underwritten public offering, addressed to the
            underwriters.

        (i) Make available for inspection by any underwriters participating in
            the offering and the counsel, accountants or other agents retained
            by such underwriter, all pertinent financial and other records,
            corporate documents and properties of the Company, and cause the
            Company's officers, directors and employees to supply all
            information reasonably requested by such underwriters in connection
            with the Registration Statement.

        (j) Provide a transfer agent and registrar, which may be a single
            entity, for the Registrable Securities not later than the effective
            date of the Registration Statement.

        (k) Take all actions reasonably necessary to facilitate the timely
            preparation and delivery of certificates (not bearing any
            restrictive legend) representing the Registrable Securities sold
            pursuant to the Registration Statement and to enable such
            certificates to be in such denominations and registered in such
            names as the Purchasers or any underwriters may reasonably request.

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4.  MISCELLANEOUS.

    (a) This Agreement shall be governed by and construed under the laws of the
        State of New York.

    (b) This Agreement may not be assigned by a Purchaser other than to the
        purchaser or transferee of more than 5,000 of the Purchaser's Shares,
        which purchaser or transferee shall be a permitted assign hereunder and
        under the Purchase Agreement. Except as otherwise expressly provided
        herein, the provisions hereof shall inure to the benefit of, and be
        binding upon, the successors, permitted assigns, heirs, executors and
        administrators of the parties hereto.

    (c) This Agreement and the other documents delivered pursuant hereto
        constitute the full and entire understanding and agreement among the
        parties with regard to the subjects hereof and no party shall be liable
        or bound to any other party in any manner by any representations,
        warranties, covenants or agreements except as specifically set forth
        herein or therein. Nothing in this Agreement, express or implied, is
        intended to confer upon any party, other than the parties hereto and
        their respective successors and permitted assigns, any rights, remedies,
        obligations, or liabilities under or by reason of this Agreement, except
        as expressly provided herein.

    (d) In the event that any provision of this Agreement shall be invalid,
        illegal or unenforceable, it shall, to the extent practicable, be
        modified so as to make it valid, legal and enforceable and to retain as
        nearly as practicable the intent of the parties, and the validity
        legality, and enforceability of the remaining provisions shall not in
        any way be affected or impaired thereby. To the extent permitted by law,
        the parties waive the benefit of any provision of law that renders any
        provision of the Agreement invalid or unenforceable in any respect.

    (e) Except as otherwise provided herein, any term of this Agreement may be
        amended, and the observance of any term of this Agreement may be waived
        (either generally or in a particular instance, either retroactively or
        prospectively, and either for a specified period of time or
        indefinitely), with the written consent of the Company and the
        Purchaser.

    (f) All notices and other communications required or permitted hereunder
        shall be in writing and shall be deemed effectively given upon personal
        delivery, on the first business day following mailing by overnight
        courier, or on the fifth day following mailing by registered or
        certified mail, return receipt requested, postage prepaid, addressed to
        the Company at its address as set forth in the Purchase Agreement and to
        the Purchaser at its address as shown on the books of the Company.

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    (g) The titles of the paragraphs and subparagraphs of this Agreement are for
        convenience of reference only and are not to be considered in construing
        this Agreement.

    (h) This Agreement may be executed in any number of counterparts, each of
        which shall be deemed an original, but all of which together shall
        constitute one instrument.

    (i) No waiver by any party to this Agreement of any one or more defaults by
        any other party or parties in the performance of any of the provisions
        hereof shall operate or be construed as a waiver of any future default
        or defaults, whether of a like or different nature. Except as expressly
        provided herein, no failure or delay on the part of any party in
        exercising any right, power or remedy hereunder shall operate as a
        waiver thereof, nor shall any single or partial exercise of any such
        right, power or remedy preclude any other or further exercise thereof or
        the exercise of any other right, power or remedy.

    IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the day and year first written above.



-----------------------------------------  -------------------------------------
Signature of Subscriber(s)


-----------------------------------------  -------------------------------------
Name of Subscriber(s)
[please print]


-----------------------------------------  -------------------------------------
Address of Subscriber(s)


-----------------------------------------  -------------------------------------
Social Security or Taxpayer
Identification Number of Subscriber(s)


-----------------------------------------  -------------------------------------
Number of Shares Subscribed for


----------------------------------------
Number of Warrants Subscribed for


Date:    _____________, 2000


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<PAGE>


PALATIN TECHNOLOGIES, INC.



By:_____________________________________
Carl Spana Ph.D.
Chief Executive Officer

Date:    _________________, 2000



                                       14