SECURITIES
PURCHASE AGREEMENT

      


      dated
as of July 22, 2009

      


      by
and among

      


      PROLOR
BIOTECH, INC.

      


      and

      


      THE
PURCHASERS SET FORTH ON

      THE
SIGNATURE PAGES HERETO


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECURITIES
PURCHASE AGREEMENT

       

      THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated
as of July 22, 2009, by and between PROLOR Biotech, Inc. (the “Company”), a
corporation organized under the laws of the State of Nevada, with its principal
offices at 3 Sapir Street, Weizmann Science Park, Nes-Ziona, Israel, and the
purchasers whose names and addresses are set forth on the signature pages hereto
(the “Purchasers”).  Certain
capitalized terms used but not defined herein shall have the respective meanings
set forth on Schedule
1 attached hereto.

       

      IN
CONSIDERATION of the mutual covenants contained in this Agreement, and intending
to be legally bound hereby, the Company and the Purchasers agree as
follows:

       

      SECTION
1.          
    Authorization of Sale of the
Shares.  Subject
to the terms and conditions of this Agreement, and the filing with the Secretary
of State of the State of Nevada of the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special Rights of
the 10.0% Series B Cumulative Convertible Preferred Stock, and Qualifications,
Limitations and Restrictions Thereof, substantially in the form attached hereto
as Exhibit A
(the “Certificate of
Designation”), the Company has authorized the issuance and sale to the
Purchasers in a private placement of up to an aggregate of $10,000,000 of 10.0% Series B
Cumulative Convertible Preferred Stock, par value $0.00001 per share, of the
Company (each, a “Share”).

       

      SECTION
2.             
Agreement to Sell and
Purchase the Shares.
 Subject to the terms and conditions of this Agreement, at the Initial
Closing and at each Subsequent Closing (as such terms are defined in Section 3),
as applicable, the Company shall issue and sell to each Purchaser, and such
Purchaser shall buy from the Company, the number of Shares set forth on such
Purchaser’s signature page hereto for an aggregate purchase price equal to the
number of such Shares purchased by such Purchaser multiplied
by the per-Share purchase price of $2.00 (the “Purchase Price”),
which is the average closing price per share of the Company’s common stock, par
value $0.00001 per share (“Common Stock”), as
reported on the OTCBB for the thirty (30) trading days immediately preceding the
date hereof (rounded up to $1.00) multiplied by two.  The
aggregate Purchase Price paid by all Purchasers at the Initial Closing shall be
Two Million Dollars ($2,000,000).  The aggregate Purchase Price paid
by the Purchasers at each Subsequent Closing shall be determined by the
Company’s Board of Directors (the “Board”), acting in
its sole discretion; provided that the
aggregate Purchase Price paid by the Purchasers at each Subsequent Closing shall
not be less than Two Million Dollars ($2,000,000), and the aggregate Purchase
Price paid by the Purchasers at all Subsequent Closings, taken together, shall
not exceed Eight Million Dollars ($8,000,000).  Each Subsequent
Closing shall be subject to prior approval by the Board.

       

      SECTION
3.              
 Closings

       

      3.1          Delivery of the Shares at
the Initial Closing.  The
completion of the purchase and sale of
One Million (1,000,000) Shares (the “Initial Closing”)
shall occur at the offices of Greenberg Traurig, P.A., 1221 Brickell Avenue,
Miami, Florida 33131 (the “Closing Office”) as
soon as practicable and as agreed to by the parties hereto, on the date of and
concurrently with the execution of this Agreement, or on such later date or at
such different location as the parties hereto shall mutually agree, but not
prior to the date on which the Closing Conditions (as defined below) have been
satisfied or waived (the “Initial Closing
Date”).

       

      
        
          
          

        

        
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      3.2          Delivery of the Shares at
each Subsequent Closing.  The
completion of the purchase and sale of Shares at any closings subsequent to the
Initial Closing (each, a “Subsequent Closing”
and all such Subsequent Closings, together with the Initial Closing, the “Closings”) shall
occur, at the Company’s sole election and in its sole discretion, at the Closing
Office on any date on or prior to March 25, 2013, provided that, in respect of
each Subsequent Closing:  (i) the Company shall have provided to each
Purchaser written notice (each, a “Notice”) of such
Subsequent Closing, together with a copy of the resolutions of the Board
approving the consummation of such Subsequent Closing (certified by a duly
authorized officer of the Company) on or prior to the thirtieth (30th)
calendar day preceding the date of such Subsequent Closing (the “Subsequent Closing
Date” and, together with the Initial Closing Date, the “Closing Dates”); (ii)
the Notice shall specify the number of Shares subject of such closing (on a
per-Purchaser basis in accordance with Section 3.3), provided that
aggregate number of such Shares shall be no fewer than One Million (1,000,000);
and (iii) the Closing Conditions (as defined below) shall have been
satisfied or waived on or prior to such Subsequent Closing Date.

       

      3.3          Pro Rata Allocation of
Shares at each Subsequent Closing.  For
each Subsequent Closing, the Company shall allocate among the Purchasers, and
the Purchaser shall purchase, the number of Shares subject of such Subsequent
Closing pro rata based upon the number of Shares acquired by the Purchasers at
the Initial Closing, unless otherwise determined by the Purchasers.

       

      3.4          Closing
Deliverables.  At
each Closing:

       

      (a)           the
Company shall deliver to each Purchaser one or more stock certificates
registered in the name of such Purchaser, or, if so indicated on such
Purchaser’s Stock Certificate Questionnaire, the form of which is attached
hereto as Appendix I (the “Stock Certificate
Questionnaire”), in such other name(s) as designated by such Purchaser,
evidencing the number of Shares set forth on such Purchaser’s signature page
attached hereto, each bearing a restrictive legend, substantially in the form
set forth in Section 6.2; and

       

      (b)           each
Purchaser shall deliver to the Company (i) immediately available funds in the
full amount of the aggregate Purchase Price for all Shares acquired by such
Purchaser at such Closing and (ii) a lockup agreement in respect of such Shares,
substantially in the form of Exhibit B hereto (the
“Lockup
Agreement”).

       

      3.5          Conditions to the Company’s
Obligations.  The
Company’s obligation to complete the sale of the Shares at a Closing is subject
to the fulfillment, at or prior to such Closing, of each of the following
conditions, unless otherwise waived (“Company Closing
Conditions”):

       

      (a)           receipt
by the Company of immediately available funds in the full amount of the
aggregate Purchase Price for all Shares being purchased at such
Closing;

       

      (b)           receipt
by the Company of each Purchaser’s duly executed and delivered Lockup
Agreement;


      
        
           


        

        
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      (c)           each
of the representations and warranties of each Purchaser set forth in Section 5
shall be true and correct on the date of such Closing;

       

      (d)           each
Purchaser shall have performed and complied with all covenants, agreements and
obligations contained in this Agreement that are required to be performed or
complied with by such Purchaser on or prior to such Closing; and

       

      (e)           solely
in respect of each Subsequent Closing, the Board shall have approved the
consummation of such Subsequent Closing.

       

      3.6          Conditions to Purchasers’
Obligations.  Each
Purchaser’s obligation to purchase the Shares at a Closing is subject to the
fulfillment, at or prior to such Closing, of each of the following conditions,
unless otherwise waived (“Purchaser Closing
Conditions” and, together with the Company Closing Conditions, the “Closing
Conditions”):

       

      (a)           each
of the representations and warranties of the Company set forth in Section 4
that is qualified by materiality or material adverse effect or words of similar
effect shall be accurate in all respects on such Closing Date (except to the
extent any such representations and warranties expressly relate to a specific
date, in which case such representations and warranties shall be accurate as of
such date), and each of the representations and warranties of the Company set
forth in Section 4 that is not so qualified shall be accurate in all
material respects as of such Closing Date (except to the extent such
representations and warranties expressly relate to a specific date, in which
case such representations and warranties shall be accurate in all material
respects as of such date);

       

      (b)           the
Company shall have performed and complied with all covenants, agreements and
obligations contained in this Agreement that are required to be performed or
complied with by the Company on or before such Closing;

       

      (c)           the
Certificate of Designation shall have been filed with, and accepted for filing
by, the Secretary of State of the State of Nevada; and

       

      (d)           solely
in respect of each Subsequent Closing, the Board shall have approved the
consummation of such Subsequent Closing.

       

      SECTION
4.           
    Representations, Warranties
and Covenants of the Company.  The
Company hereby represents and warrants to the Purchasers as
follows:

       

      4.1          Issuance of
Shares.  The
Company has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement and the Company’s issuance and sale
of the Shares.  The Shares, when issued and delivered and paid for as
provided herein, will be duly authorized, validly issued, fully paid and
nonassessable and will be issued free and clear of any Encumbrances (other than
as arising under applicable securities laws or this
Agreement).  Assuming the accuracy of the representations and
warranties of the Purchasers set forth in Section 5 of this Agreement, the
Shares will be issued in compliance with all applicable federal and state
securities laws.


      
        
           


        

        
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      4.2          Organization and
Qualification.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has the requisite corporate power and
authority to own, lease and operate its properties and to carry on its business
as it is now being conducted and is duly qualified to do business in any other
jurisdiction by virtue of the nature of the businesses conducted by it or the
ownership or leasing of its properties, except where the failure to be so
qualified will not, when taken together with all other such failures, have a
Material Adverse Effect on the Company.

       

      4.3          Charter and
Bylaws.  The
Company’s Charter and Bylaws, as amended or restated to date, as filed with the
SEC, are a complete and correct copy of such documents as in effect on the date
hereof.

       

      4.4          Capitalization.  As
of the date hereof, the Company is authorized to issue 310,000,000 shares of
capital stock, consisting of 300,000,000 shares of Common Stock and 10,000,000
shares of preferred stock, par value $0.00001 per share, of which 800,000 shares
have been designated as Series A Convertible Preferred Stock (“Series A Preferred
Stock”).  As of July 21, 2009, there were (i) 35,549,017
shares of Common Stock issued and outstanding, and (ii) 800,000 shares of Series
A Preferred Stock issued and outstanding.  All such outstanding shares
of Common Stock and Series A Preferred Stock have been duly authorized and are
validly issued, fully paid and nonassessable.  Except as disclosed in
the SEC Documents, as of the date hereof, there are no outstanding options,
warrants, rights to subscribe for, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, shares of any class of capital stock of the Company, or agreements,
understandings or arrangements to which the Company is a party, or by which the
Company is or may be bound, to issue additional shares of its capital stock or
options, warrants or rights to subscribe for, calls or commitment of any
character whatsoever relating to, or securities or rights convertible into or
exchangeable for, any shares of any class of its capital stock.

       

      4.5          Authorization,
Enforceability and Related Matters.  (i)
The Company has full right,
power, authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement; (ii) the
making and performance of this Agreement by the Company and the consummation by
the Company of the transactions contemplated herein will not violate any
provision of the Company’s Charter or Bylaws or, except to the extent that it
would not have a Material Adverse Effect on the Company or adversely affect the
Company’s ability to consummate the transactions contemplated hereby, conflict
with, result in the breach or violation of, or constitute, either by itself or
upon notice or the passage of time or both, a default under any material
agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit
or other instrument to which the Company is a party, or any statute or any
authorization, judgment, decree, order, rule or regulation of any court or any
regulatory body, administrative agency or other governmental agency or body
applicable to the Company; (iii) no consent, approval, authorization or other
order of any court, regulatory body, administrative agency or other governmental
agency or body is required in respect of the Company’s execution and delivery of
this Agreement or the consummation by the Company of the transactions
contemplated by this Agreement; (iv) upon the execution and mutual delivery of
this Agreement by the parties hereto, this Agreement shall constitute a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application relating to the enforcement of creditor’s rights and the application
of equitable principles relating to the availability of remedies, and except as
rights to indemnity or contribution may be limited by federal or state
securities laws or the public policy underlying such laws; and (v) there is not
in effect any order enjoining or restraining the Company from entering into or
engaging in any of the transactions contemplated by this Agreement.

       

      
        
          
          

        

        
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      4.6          Brokers or
Finders.  No
broker, investment banker, financial advisor or other individual, corporation,
general or limited partnership, limited liability company, firm, joint venture,
association, enterprise, joint securities company, trust, unincorporated
organization or other person or entity is entitled to any broker’s, finder’s,
financial advisor’s or other similar fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Company or any of its Affiliate.

       

      4.7          SEC
Documents.  The
Company has made available to the Purchasers true and complete copies of all SEC
Documents.  As of their respective dates (or if amended, as of the
date of the last amendment filed prior to the date hereof), the SEC Documents
complied in all material respects with the requirements of the 1934 Act, and
rules and regulations of the SEC promulgated thereunder, and the SEC Documents
did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

       

      4.8          Company Financial
Statements.  The
financial statements, together with any notes thereto, included in the Company’s
Annual Report on Form 10-K as filed with the SEC on March 16, 2009 and the
Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 14, 2009
fairly present in all material respects, on the basis stated therein and on the
date thereof, the financial position of the Company at the respective dates
therein specified and its results of operations and cash flows for the periods
then ended.  Such statements and related notes have been prepared in
accordance with generally accepted accounting principles in the United States
(“GAAP”)
applied on a consistent basis except as expressly noted therein and subject in
the case of the unaudited financial statements to year-end
adjustments.

       

      4.9          Material Changes;
Undisclosed Events, Liabilities or Developments. Since
March 31, 2009,
except as specifically disclosed in any SEC Document filed subsequent to March
31, 2009 and prior to the date hereof:  (i) there has been no event,
occurrence or development that has had or that could reasonably be expected to
result in a Material Adverse Effect; (ii) the Company has not incurred any
material liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business
consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP; (iii) the Company has
not altered its method of accounting; (iv) the Company has not declared or made
any dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock; and (v) the Company has not issued any equity securities to
any of its officers, directors or Affiliates.  As of the date hereof,
except for the issuance of the Shares contemplated by this Agreement, no event,
liability or development has occurred or exists with respect to the Company or
its subsidiaries or their respective business, properties, operations or
financial condition that is required to be disclosed by the Company under
applicable securities laws.

       

      
        
          
          

        

        
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      4.10        Full
Disclosure.  No
representation or warranty made by the Company in this Agreement contains any
untrue statement of a material fact, or omits to state a material fact necessary
to make the statements contained herein not misleading.

       

      SECTION
5.       
        Representations, Warranties
and Covenants of the Purchasers.  Each
Purchaser severally, and not jointly with any other Purchaser, represents and
warrants to the Company that:

       

      5.1          Experience.  (i)
Such Purchaser is knowledgeable, sophisticated and experienced in financial and
business matters, and is making, and is qualified to make, decisions with
respect to investments in shares representing an investment decision like that
involved in the purchase of the Shares, including investments in securities
issued by the Company and/or comparable entities, has the ability to bear the
economic risks of an investment in the Shares and has had the opportunity to
request, receive, review and consider all information it deems relevant in
making an informed decision to purchase the Shares; (ii) such Purchaser is
acquiring the number of Shares set forth on such Purchaser’s signature page
attached hereto for its own account, solely for investment and with no present
intention to distribute any of such Shares and is subject to no arrangement or
understanding with any other persons regarding the distribution of such Shares;
(iii) such Purchaser will not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Shares, except in compliance
with the Securities Act of 1933, as amended (the “Securities Act”), and
the rules and regulations promulgated thereunder (the “Rules and
Regulations”) and any applicable state securities laws; (iv) such
Purchaser has, in connection with its decision to purchase the number of Shares
set forth on such Purchaser’s signature page attached hereto, relied solely upon
the representations and warranties of the Company contained in this Agreement;
(v) such Purchaser has had an opportunity to discuss this investment with
representatives of the Company and ask questions of them; and (vi) such
Purchaser is either a “qualified institutional buyer” as defined by Rule 144A
promulgated under the Securities Act or an “accredited investor” as defined by
Rule 501(a) of Regulation D promulgated under the Securities Act.

       

      5.2          Reliance on
Exemptions.  Such
Purchaser understands that the Shares and the Common Stock issuable upon
conversion of the Shares (the “Conversion Shares”
and, together with the Shares, the “Securities”) are
being offered and sold to in reliance upon specific exemptions from the
registration requirements of the Securities Act and state securities laws and
that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations, warranties, covenants, agreements,
acknowledgments and understandings of such Purchaser contained in this Agreement
in order to determine the availability of such exemptions and the eligibility of
the Purchaser to acquire the Securities.


      
        
           


        

        
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      5.3          Confidentiality.  Such
Purchaser understands that this Agreement, the information contained in all
materials provided to the Purchaser by the Company and its representatives,
including any information conveyed orally, in connection with the transactions
contemplated hereunder (“Confidential
Information”), is strictly confidential and proprietary to the Company
and is being provided to such Purchaser solely for such Purchaser’s confidential
use in connection with the transactions contemplated hereunder.  Such
Purchaser agrees to use the Confidential Information solely for the purpose of
evaluating a possible investment in the Shares, and such Purchaser acknowledges
that it is prohibited from distributing, divulging or discussing any
Confidential Information, in whole or in part, with any Person, except to such
Purchaser’s financial, investment or legal advisors (such Persons, “Authorized
Advisors”), solely to the extent necessary for such Authorized Advisors
to assist such Purchaser with its proposed investment in the Shares. To the
extent that such Purchaser provides, directly or indirectly, any Confidential
Information to any Authorized Advisor, such Purchaser shall ensure that such
Authorized Advisor maintain the confidentiality of the Confidential Information
to the same extent applicable to such Purchaser as set forth in this Section
5.3.  Confidential Information does not include any information that
is or becomes publicly available through no fault of such Purchaser, or that
such Purchaser is required to disclose pursuant to applicable law, regulation or
legal process; provided, however, that if such
Purchaser is requested or ordered to disclose any Confidential Information
pursuant to any court or other government order or any other applicable legal
procedure, it shall provide the Company with prompt notice of any such request
or order so that the Company may seek an appropriate protective
order.

       

      5.4          Investment
Decision.  Such
Purchaser understands that nothing in this Agreement or any other materials
presented to the Purchaser in connection with the purchase and sale of the
Shares constitutes legal, tax or investment advice.  Such Purchaser
has consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed necessary or appropriate in connection with its purchase
of the Shares.

       

      5.5          Risk of
Loss.  Such
Purchaser understands that its investment in the Shares involves a significant
degree of risk, including a risk of total loss of such Purchaser’s investment,
and such Purchaser has full cognizance of and understands all of the risk
factors related to its purchase of the Shares, including, but not limited to,
those set forth in the SEC Documents.  The Purchaser understands that
no representation is being made as to the future value of the
Securities.

       

      5.6          Residency.  Such
Purchaser’s principal executive offices, or primary residence, as applicable,
are in the jurisdiction set forth on such Purchaser’s signature page attached
hereto.

       

      
        
          
          

        

        
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      5.7          Authorization,
Enforceability and Related Matters.  (i)
Such Purchaser has full right,
power, authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement; (ii) the making and
performance of this Agreement by such Purchaser and the consummation by such
Purchaser of the transactions contemplated herein will not violate any provision
of the organizational documents of such Purchaser (if not a natural person) or,
except to the extent that it would not have a Material Adverse Effect on such
Purchaser’s ability to consummate the transactions contemplated hereby, conflict
with, result in the breach or violation of, or constitute, either by itself or
upon notice or the passage of time or both, a default under any material
agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit
or other instrument to which such Purchaser is a party, or any statute or any
authorization, judgment, decree, order, rule or regulation of any court or any
regulatory body; administrative agency or other governmental agency or body
applicable to such Purchaser, (iii) no consent, approval, authorization or
other order of any court, regulatory body, administrative agency or other
governmental agency or body is required in respect of such Purchaser’s execution
and delivery of this Agreement or the consummation by such Purchaser of the
transactions contemplated by this Agreement; (iv) upon the execution and mutual
delivery of this Agreement by the parties hereto, this Agreement shall
constitute a legal, valid and binding obligation of such Purchaser, enforceable
against such Purchaser in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws of general application relating to the enforcement of creditor’s
rights and the application of equitable principles relating to the availability
of remedies, and except as rights to indemnity or contribution may be limited by
federal or state securities laws or the public policy underlying such laws; and
(v) there is not in effect any order enjoining or restraining the Purchaser from
entering into or engaging in any of the transactions contemplated by this
Agreement.

       

      5.8          Brokers or
Finders.  No
broker, investment banker, financial advisor or other individual, corporation,
general or limited partnership, limited liability company, firm, joint venture,
association, enterprise, joint securities company, trust, unincorporated
organization or other person or entity is entitled to any broker’s, finder’s,
financial advisor’s or other similar fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of such Purchaser or of its Affiliates.

       

      SECTION
6.           
   Restrictions on
Transfer.

       

      6.1          Restrictions on
Transfer.  The
Securities may be disposed of only in compliance with state and federal
securities laws.  In connection with any transfer of any Securities
other than pursuant to an effective registration statement or Rule 144 under the
Securities Act, the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of such transferred Securities under the Securities
Act.  As a condition of transfer, any such transferee shall agree in
writing to be bound by the terms of this Agreement.

       

      6.2          General
Legend.  Each
Purchaser agrees that a restrictive legend, in substantially the following form,
shall be imprinted on the Securities:

       

      THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO PROLOR BIOTECH, INC., A NEVADA CORPORATION,
AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


      
        
           


        

        
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      SECTION
7.         
     Survival of Representations,
Warranties and Agreements.  All
covenants, representations and warranties made by the Company and the Purchasers
herein and in any documents delivered pursuant hereto shall survive for a period
of one (1) year following the later of the execution of this Agreement, the
Initial Closing or the most recent Subsequent Closing.

       

      SECTION
8.             
 Independent
Nature of Purchasers’ Obligations and Rights.  The
obligations of each Purchaser under this Agreement are several and not joint (or
joint and several) with the obligations of any other Purchaser hereunder, and no
Purchaser shall be responsible in any way for the performance of the obligations
of any other Purchaser under this Agreement.  The decision of a
Purchaser to purchase Shares pursuant to this Agreement has been made by such
Purchaser independently of any other Purchaser.  Nothing contained in
this Agreement, and no action taken by any Purchaser pursuant thereto, shall be
deemed to constitute the Purchasers as a partnership, an association, a joint
venture or any kind of entity, or create a presumption that the Purchasers are
in any way acting in concert or as a group with respect to such obligations or
the transactions contemplated by this Agreement.  Each Purchaser
acknowledges that no other Purchaser has acted as agent for such Purchaser in
connection with making its investment hereunder and that no other Purchaser will
be acting as agent of such Purchaser in connection with monitoring its
investment in the Securities or enforcing its rights under this
Agreement.

       

      SECTION
9.              
 Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given:  (i) upon delivery to the party to be notified;
(ii) when received by confirmed facsimile or (iii) one (1) business day
after deposit with a nationally recognized overnight carrier, specifying next
business day delivery, with written verification of receipt.  All
communications shall be sent to the Company and the Purchasers as follows or at
such other addresses as the Company or any Purchaser may designate upon ten (10)
days’ advance written notice to the other party:

       

      (a)          if
to the Company, to:

       

      
        	
                 
      

              	
                PROLOR
      Biotech, Inc.

              


      

      
        	
                 
      

              	
                3
      Sapir Street

              


      

      
        	
                 
      

              	
                Weizmann
      Science Park

              


      

      
        	
                 
      

              	
                Nes-Ziona,
      Israel 74140

              


      

      
        	
                 
      

              	
                Attn.:
      Shai Novik

              


      

       

      (b)          if
to a Purchaser, at its address as set forth on such Purchaser’s signature page
attached hereto.

       

      SECTION
10.          
  Amendments.  This
Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Company and each of the Purchasers.  No waiver
of any provision this Agreement shall be binding unless executed in writing by
the party to be bound thereby.  No waiver of any provision of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (regardless of whether similar), nor shall any such waiver constitute a
continuing waiver unless otherwise expressly provided.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      SECTION
11.       
     Headings.  The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement.

       

      SECTION
12.         
   Severability.  In
case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

       

      SECTION
13.        
    Governing
Law.  This
Agreement and any disputes or claims arising out of or in connection with its
subject matter shall be governed by and construed in accordance with the laws of
the State of Florida without regard to the rules of conflict of laws of such
state that would cause the laws of another jurisdiction to apply. The parties
hereto acknowledge and agree that venue and jurisdiction for any claim, suit or
controversy related to or arising out of this Agreement shall lie in the state
or federal courts located in Miami-Dade County, Florida.  THE PARTIES
HEREBY WAIVE THE RIGHT TO JURY TRIAL OF ANY MATTERS ARISING OUT OF THIS
AGREEMENT OR THE CONDUCT OF THE RELATIONSHIP BETWEEN THEM.

       

      SECTION
14.        
    Counterparts; Facsimile
Signatures.  This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other parties.
Facsimile or other electronically scanned and transmitted signatures shall be
deemed originals for all purposes of this Agreement.

       

      SECTION
15.     
       Entire
Agreement.  This
Agreement (including the Exhibits, Schedules and Appendices attached hereto) and
the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor any Purchaser
makes any representation, warranty, covenant or undertaking with respect to such
matters.

       

      SECTION
16.       
     Fees and
Expenses.  Except
as expressly set forth herein, the Company, on the one hand, and each Purchaser,
on the other hand, shall pay their respective fees and expenses related to the
transactions contemplated by this Agreement.

       

      SECTION
17.         
    Parties.  This
Agreement is made solely for the benefit of and is binding upon the Purchasers
and the Company, and no other person shall acquire or have any right under or by
virtue of this Agreement.

       

      SECTION
18.         
   Assignment.  Except
as otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the parties hereto and their respective
successors and assigns.  This Agreement and the rights of each
Purchaser hereunder may be assigned by said Purchaser only with the prior
written consent of the Company.  The Company may not assign this
Agreement without the written consent of each of the Purchasers.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      SECTION
19.        Further
Assurances.  Each
party agrees to cooperate fully with the other parties hereto and to execute
such further instruments, documents and agreements and to give such further
written assurance as may be reasonably requested by any other party to evidence
and reflect the transactions described herein and contemplated hereby and to
carry into effect the intents and purposes of this Agreement.

       

      SECTION
20.        Liability Not Affected by
Knowledge or Waiver.  The
right to recovery of losses or other remedy based upon breach of
representations, warranties or covenants will not be affected by any
investigation conducted, or knowledge acquired (or capable of being acquired) at
any time, whether before or after the execution and delivery of this Agreement,
with respect to the accuracy or inaccuracy of or compliance or noncompliance
with any such representation, warranty, or covenant.

       

      [Signature
pages follow]


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed by their duly authorized
representatives as of the day and year first above written.

     

    
      
        
          
            	 
      	
                    COMPANY:

                  
	 
      	 
      
	 
      	
                    PROLOR
      BIOTECH, INC.

                  
	 
      	 
      
	 
      	By:	
                      /s/ Shai
  Novik

                  


          

        

      

    

    
      
        
          	 
      	
                  Name:

                	
                  Shai
      Novik

                
	 
      	
                  Title:

                	
                  President

                


        

      

    

     

    Company
Signature Page to Securities Purchase Agreement


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed by their duly authorized
representatives as of the day and year first above written.

    


    
      
        
          
            
              
                	 
      	
                        PURCHASER(S):

                      
	 
      	 
      
	
                        If
      a corporation or other entity:

                      	
                        Frost Gamma Investments
    Trust

                      
	 
      	
                        (name
      of corporation or entity)

                      
	 
      	 
      
	 
      	
                        By:

                      	
                            /s/ Dr. Phillip Frost,
      M.D.

                      
	 
      	
                        Name:    
       Dr. Phillip Frost, M.D.

                      
	 
      	
                        Title:
             Trustee

                      
	 
      	 
      
	
                        If
      an individual:

                      	 
      
	 
      	
                        Name:

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        Name
      (co-purchaser, if any):

                      
	 
      	 
      
	
                        Number
      of Shares Purchased at Initial Closing:

                      	
                        825,000

                      
	 
      	 
      
	
                        Number
      of Shares subscribed to and subject to one or more Subsequent
      Closings:

                      	
                        3,300,000

                      
	 
      	 
      
	
                        Contact
      Information:

                      	
                        Address:

                      
	 
      	 
      
	 
      	
                        Telephone:

                      
	 
      	
                        Facsimile:

                      
	 
      	
                        E-mail:

                      


              

            

          

        

      

    

     

    Purchaser
Signature Page to Securities Purchase Agreement

     

    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed by their duly authorized
representatives as of the day and year first above written.

    


    
      
        
          
            	 
      	
                    PURCHASER(S):

                  
	 
      	 
      
	
                    If
      a corporation or other entity:

                  	
                    Hsu Gamma Investment,
  L.P.

                  
	 
      	
                    (name
      of corporation or entity)

                  
	 
      	 
      
	 
      	
                    By:

                  	
                        /s/ Dr. Jane H. Hsiao, Ph.D,
      MBA

                  
	 
      	
                    Name:     
      Dr. Jane H. Hsiao, Ph.D., MBA

                  
	 
      	
                    Title:
             General Partner

                  
	 
      	 
      
	
                    If
      an individual:

                  	 
      
	 
      	
                    Name:

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    Name
      (co-purchaser, if any):

                  
	 
      	 
      
	
                    Number
      of Shares Purchased at Initial Closing:

                  	
                    170,000

                  
	 
      	 
      
	
                    Number
      of Shares subscribed to and subject to one or more Subsequent
      Closings:

                  	
                    680,000

                  
	 
      	 
      
	
                    Contact
      Information:

                  	
                    Address:

                  
	 
      	 
      
	 
      	
                    Telephone:

                  
	 
      	
                    Facsimile:

                  
	 
      	
                    E-mail:

                  


          

        

      

    

     

    Purchaser
Signature Page to Securities Purchase Agreement


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed by their duly authorized
representatives as of the day and year first above written.

    


    
      
        
          	 
      	
                  PURCHASER(S):

                
	 
      	 
      
	
                  If
      a corporation or other entity:

                	 
      
	 
      	
                  (name
      of corporation or entity)

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:                                                            

                
	 
      	
                  Title:

                
	 
      	 
      
	
                  If
      an individual:

                	
                  /s/ Subbarao Uppaluri

                
	 
      	
                  Name: Subbarao
      Uppaluri

                
	 
      	 
      
	 
      	 
      
	 
      	
                  Name
      (co-purchaser, if any):

                
	 
      	 
      
	
                  Number
      of Shares Purchased at Initial Closing:

                	
                  2,500

                
	 
      	 
      
	
                  Number
      of Shares subscribed to and subject to one or more Subsequent
      Closings:

                	
                  10,000

                
	 
      	 
      
	
                  Contact
      Information:

                	
                  Address:

                
	 
      	 
      
	 
      	
                  Telephone:

                
	 
      	
                  Facsimile:

                
	 
      	
                  E-mail:

                


        

      

    

     

    Purchaser
Signature Page to Securities Purchase Agreement


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed by their duly authorized
representatives as of the day and year first above written.

    


    
      
        
          	 
      	
                  PURCHASER(S):

                
	 
      	 
      
	
                  If
      a corporation or other entity:

                	 
      
	 
      	
                  (name
      of corporation or entity)

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:                                                            

                
	 
      	
                  Title:

                
	 
      	 
      
	
                  If
      an individual:

                	
                  /s/ Steven D. Rubin

                
	 
      	
                  Name: Steven D.
      Rubin

                
	 
      	 
      
	 
      	 
      
	 
      	
                  Name
      (co-purchaser, if any):

                
	 
      	 
      
	
                  Number
      of Shares Purchased at Initial Closing:

                	
                  2,500

                
	 
      	 
      
	
                  Number
      of Shares subscribed to and subject to one or more Subsequent
      Closings:

                	
                  10,000

                
	 
      	 
      
	
                  Contact
      Information:

                	
                  Address:

                
	 
      	 
      
	 
      	
                  Telephone:

                
	 
      	
                  Facsimile:

                
	 
      	
                  E-mail:

                


        

      

    

     

    Purchaser
Signature Page to Securities Purchase Agreement


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
I

     

    STOCK CERTIFICATE
QUESTIONNAIRE

     

    Pursuant
to Section 3 of the Agreement, please provide us with the following
information:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            1.

                                          	
                                            The
      exact name that your Shares are to be registered in (this is the name that
      will appear on your stock certificate(s)).  You may use a
      nominee name if appropriate:

                                          	
                                             

                                             

                                          
	 	 	 
	
                                            2.

                                          	
                                            The
      relationship between the Purchaser of the Shares and the Registered Holder
      listed in response to item 1 above:

                                             

                                          	
                                             

                                          
	 	 	 
	
                                            3.

                                          	
                                            The
      mailing address of the Registered Holder listed in response to item 1
      above:

                                          	
                                             

                                          
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                                            4.

                                          	
                                            The
      Social Security Number or Tax Identification Number of the Registered
      Holder listed in response to item 1 above:

                                             

                                          	
                                             

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    PURCHASER

                                  
	 	 
	
                                    By:

                                  	 
      
	 	 
	
                                    Its:

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
1

     

    CERTAIN DEFINED
TERMS

     

    Definitions.  The
following terms, whenever used herein, shall have the following respective
meanings for all purposes of this Agreement.

     

    “1934 Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Affiliate” means as
to any Person (a) any Person which directly or indirectly controls, is
controlled by, or is under common control with such Person, and (b) any
Person who is a director, officer, partner or principal of such Person or of any
Person which directly or indirectly controls, is controlled by, or is under
common control with such Person.  For purposes of this definition,
“control” of a
Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by ownership of
voting stock, by contract or otherwise.

     

    “Bylaws” means the
Amended and Restated Bylaws of the Company, as may be amended from time to
time.

     

    “Charter” means the
Amended and Restated Articles of Incorporation of the Company, as may be amended
from time to time.

     

    “Encumbrances” means
any and all liens, encumbrances, charges, mortgages, deeds of trust, options,
pledges, restrictions on transfer, preemptive rights, rights of first refusal or
offer, security interests, hypothecations, easements, rights-of-way or
encroachments of any nature whatsoever, whether voluntarily incurred or arising
by operation of law.

     

    “Governmental
Authority” means any nation or country (including but not limited to the
United States) and any state, commonwealth, territory or possession thereof and
any political subdivision of any of the foregoing, including but not limited to
courts, departments, commissions, boards, bureaus, agencies, ministries or other
instrumentalities.

     

    “Material Adverse
Effect” means a material adverse effect on the business, results of
operations, properties or assets of a Person; provided, however, that “Material Adverse
Effect” shall not include the impact on such business, results of
operations, properties or assets of a Person arising out of or attributable to
(i) economic conditions affecting the United States generally,
(ii) conditions or effects affecting the capital markets in the United
States generally or (iii) effects relating to the announcement of the
execution of this Agreement or otherwise to the pendency of the transactions
contemplated hereby, except to the extent that the impact of any of the
conditions or events described in the foregoing clauses (i), (ii) or (iii)
disproportionally affects such Person.

     

    “Person” means any
individual, corporation (including any not-for-profit corporation), general or
limited partnership, limited liability partnership, joint venture, estate,
trust, firm, company (including any limited liability company or joint stock
company), association, organization, entity or Governmental
Authority.


    
      
         


      

      
        S-1-1

        
          

        

      

      
         


      

    


    “SEC” means the United
States Securities and Exchange Commission.

     

    “SEC Documents” means
each form, report, schedule, statement and other document filed or required to
be filed by the Company with the SEC pursuant to the 1934 Act through the date
hereof, including any filed amendment to such document, whether or not such
amendment is required to be so filed.  “SEC Documents” does not
include any information furnished to the SEC, including, but not limited to,
information under Items 2.02, 7.01 or 9.01 of Form 8-K.


    
      
         


      

      
        S-1-2

        
          

        

      

      
         


      

    


    Exhibit
A

     

    [Certificate
of Designation - Attached]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

     

    [Form of
Lockup Agreement]