EXHIBIT 10.31

                          REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement (this "Agreement") is made as of this
___ day of _________, 2002, 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 $12,000,000 of (a) shares (the "Shares")
of the Company's Common Stock, $.01 par value per share (the "Common Stock") and
(b) warrants (the "Warrants") to purchase one (1) share of Common Stock of the
Company for every five (5) 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)                        "Privateq Warrant Shares" shall mean the shares of
                           common stock issued underlying any warrants issued to
                           Privateq Advisors AG pursuant to section 5.6 of the
                           Purchase Agreement.

(e)                        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, and the declaration or ordering by the
                           Commission of the effectiveness of such Registration
                           Statement.

(f)                        "Registrable Securities" shall mean the Shares and
                           Warrant Shares, as well as the Privateq Warrant
                           Shares, so long as such shares are ineligible for
                           sale under subparagraph (k) of Rule 144.

(g)                        "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.

(h)                        "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.

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

(j)                        "Securities Act" shall mean the Securities Act of
                           1933, as amended.

(k)                        "Selling Expenses" shall mean all underwriting
                           discounts and selling commissions applicable to the
                           sale of Registrable Securities pursuant to this
                           Agreement.

(l)                        "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.

(m)                        "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 forty-five (45) days following the Final
                           Closing Date of the Offering, the Company shall use
                           its commercially reasonable efforts to prepare and
                           file with the Commission a Registration Statement for
                           the purpose of Registering, upon the effectiveness of
                           such Registration Statement, the Registrable
                           Securities.

(b)                        The Company shall use its commercially reasonable
                           efforts to maintain with the Commission a
                           Registration Statement that is effective and causes
                           the Registrable Securities to be Registered under the
                           Securities Act until the earlier of (i) the second
                           anniversary of the first date on which no Warrants
                           remain unexercised or unexpired or (ii) the date all
                           shares purchased by the Purchasers may be sold under
                           Rule 144 during any ninety (90) day period.

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 Registrable Securities, 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 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 Registrable
                         Securities. 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 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 or other
                         securities, 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
                           commercially reasonable 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 or other securities 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.

(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 commercially reasonable 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
                           commercially reasonable efforts to cause such
                           Registration Statement to become effective within
                           ninety (90) days of the filing date 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 (6) 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 (6) 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;

(d)                      use its commercially reasonable 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
                         Selling Stockholder, prepare, file and furnish to such
                         Selling Stockholder 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,
                  except for fees and expenses, if any, of a special counsel or
                  other advisors to the Purchasers, not to exceed $10,000.

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.

2.7.2                     Selling Stockholder's Indemnification of Company. Each
                         Selling Stockholder shall indemnify the Company, each
                         of its directors and officers, each individual or
                         entity who controls the Company within the meaning of
                         the Securities Act, 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 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.

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 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:

(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 commercially reasonable
                           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 commercially reasonable 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.

(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, or such later date as may be required by the
                           provisions of the 1934 Act, the Company's financial
                           statements as filed with the Commission.

(h)                      At the request of the Purchasers 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.

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 constitutes 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.

(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.



<PAGE>


[PG NUMBER]

                                       13

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


                By:
                     ---------------------------------------------------------
                     Name of Purchaser(s):
                     Address:


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


                       ---------------------------------------------------------
                       Number of Shares Purchased
                       ---------------------------------------------------------
                       Number of Warrants Purchased

                     Date:                         , 2002
                          -------------------------


                PALATIN TECHNOLOGIES, INC.


                By:
                     ---------------------------------------------------------
                     Carl Spana, Ph.D.
                     Chief Executive Officer


                     Date:                         , 2002
                          -------------------------







<PAGE>




--------------------------------------------------------------------------------







                           PALATIN TECHNOLOGIES, INC.

                          REGISTRATION RIGHTS AGREEMENT



--------------------------------------------------------------------------------



<PAGE>

                                Table of Contents




                                        i                                  Page

1.    Securities Laws Representations and Covenants of Purchaser..............1

2.    Registration Rights.....................................................1

   2.1      Certain Definitions...............................................1

   2.2      Required Registration.............................................2

   2.3      Piggyback Registration............................................3

   2.4      Preparation and Filing............................................4

   2.5      Expenses..........................................................6

   2.6      Information Furnished by Purchaser................................6

   2.7      Indemnification....................................................6

      2.7.1    Company's Indemnification of Purchasers.........................6

      2.7.2    Selling Stockholder's Indemnification of Company................7

      2.7.3    Indemnification Procedure.......................................8

      2.7.4    Contribution....................................................8

3.    Covenants of the Company.................................................9

4.    Miscellaneous...........................................................11