EXHIBIT 10.30

[PALATIN LOGO OMMITTED]
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                                                            EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 9th
day of May, 2005 is entered into by Palatin Technologies, Inc., a Delaware
corporation with its principal place of business at 4C Cedar Brook Drive,
Cranbury, NJ, 08512 (the "Company"), and Trevor Hallam, residing at
______________________________________ (the "Employee").

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

1.0  Term of Employment. The Company hereby agrees to employ the Employee, and
     the Employee hereby accepts employment with the Company, upon the terms set
     forth in this Agreement, for a two year period commencing on May 9, 2005
     (the "Commencement Date") and ending on the second anniversary of the
     Commencement Date unless sooner terminated in accordance with the
     provisions of Section 4.

2.0  Position Title & Capacity

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



Employment Agreement, Trevor Hallam                 May 9, 2005 - April 30, 2007
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     2.2  The Employee may serve as an employee director on the Company's Board
          of Directors (the "Board") as determined and approved by the Board
          during the employment period; however upon termination of employment
          for any reason, the Employee will no longer serve as a member of the
          Company's Board of Directors and will take any and all actions
          necessary to effectuate such resignation as may be reasonably
          requested by the Company.

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

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



Employment Agreement, Trevor Hallam                 May 9, 2005 - April 30, 2007
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3.0  Compensation and Benefits. During the Employment Period, unless sooner
     terminated in accordance with the provisions of Section 4, the Employee
     shall receive the following compensation and benefits:

     3.1  Salary. The Company shall pay the Employee, in equal semi-monthly
          installments or otherwise in accordance with the Company's standard
          payroll policies as such policies may exist from time to time, an
          annual base salary of $275,000. Such salary shall be subject to review
          thereafter, as determined by the Company's Compensation Committee and
          approved by the Board, on an annual basis, but the Board shall not
          decrease the Employee's annual base salary at any such annual review.

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

     3.3  Stock Options. As additional compensation for services rendered, the
          Company has granted to the Employee, the right and option (the
          "Option") to purchase 350,000 shares of the Company's Common Stock
          (the "Option Shares"), subject to approval by the Board and the
          vesting schedule set forth in subparagraph c hereof and the
          adjustments set forth in subparagraph g hereof. The Option is intended
          to be, to the maximum extent possible, a qualified incentive stock
          option, subject to the aggregate fair market value and other
          provisions of the Internal Revenue Service Code, as described in the
          Company's 1996 Stock Option Plan (the "Plan"). To the extent there are
          any inconsistencies between this Agreement and the provisions of the
          Plan, the provisions of the Plan shall govern.

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

          (b)  Option Term. Except as otherwise provided in the Plan or in this
               Agreement, the Option shall expire on the first to occur of: (i)
               if the Employee has completed less than one year of service, one
               year but less than 2 years of service, or two or more years of
               service, options shall expire 90 days, 12 months or 24 months
               following the Employee's termination of employment, respectively
               or (ii) 10 years from the Commencement Date.



Employment Agreement, Trevor Hallam                 May 9, 2005 - April 30, 2007
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          (c)  Exercise of Options.

               (i)  Except as otherwise provided in the Plan and under section
                    3.3b hereof, the right of the Employee to exercise Stock
                    Options is conditioned upon the Employee: (A) being in the
                    employ of the Company, whether pursuant to this Agreement or
                    otherwise, or (B) serving as a director of the Company.

               (ii) Except as otherwise provided in the Plan and per the
                    provisions as stated on the option grant approved by the
                    Company's Board of Directors, 250,000 Stock Options shall
                    vest in annual one-fourth increments commencing on the date
                    of grant, 50,000 Stock Options shall vest on filing of an
                    IND exclusive of PT-141 and NeutroSpec and 50,000 Stock
                    Options shall vest on any of the following events:
                    license/collaboration agreement involving MIDAS technology
                    or a preclinical program or in-licensing/acquisition of a
                    technology or product opportunity.

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

          (d)  Method Of Exercising Options.

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

               (ii) Upon receipt of such notice and payment, the Company, within
                    three (3) business days after Exercise, shall deliver or
                    cause to be delivered a certificate or certificates
                    representing the Option Shares with respect to which the
                    Option is exercised. The certificate or certificates for
                    such Option Shares shall be registered in the name of the
                    person exercising the Option (or, if the Employee shall so
                    request in the notice exercising the Option, in the name of
                    the Employee and his spouse, jointly, with right of
                    survivorship) and shall be delivered as provided above to or
                    upon the written order of the person exercising the Option.
                    (iii) In the event the Option is exercised by any person
                    after the death or Disability of the Employee, such notice
                    shall be accompanied by appropriate proof of the right of
                    such person to exercise the Option. All Option Shares
                    purchased upon the exercise of the Option as provided herein
                    shall be fully paid and non-assessable by the Company.



Employment Agreement, Trevor Hallam                 May 9, 2005 - April 30, 2007
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          (e)  Non-transferability of Option. The Option may not be assigned or
               transferred, in whole or in part, by the Employee, otherwise than
               by will or by the laws of descent and distribution. During the
               lifetime of the Employee, the Option shall be exercisable only by
               the Employee or, in the event of his Disability, by his legal
               representative.

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

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

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

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

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

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



Employment Agreement, Trevor Hallam                 May 9, 2005 - April 30, 2007
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     3.4  Fringe-Benefits. The Employee shall be entitled to participate in all
          benefit programs that the Company establishes and makes available to
          its employees, if any, to the extent that the Employee's position,
          tenure, salary, age, health and other qualifications make him eligible
          to participate. The Employee shall also be entitled to holidays and
          annual vacation leave in accordance with the Company's policy as it
          exists from time to time.

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

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

4.0  Employment Termination. The Company agrees to provide the Employee with a
     minimum 6 months notice period unless a greater period is provided in this
     section if the Employee is terminated at the election of the Company or at
     the Employee's election for "good reason" (as defined in Section 6) even if
     there is no Employment Agreement in effect upon the Employee's actual
     termination date. The employment of the Employee by the Company pursuant to
     this Agreement shall terminate upon the occurrence of any of the following:

     4.1  Expiration of the Employment Period in accordance with Section 1
          unless continued employment is mutually agreed upon between the
          Company and the Employee;

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

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

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

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



Employment Agreement, Trevor Hallam                 May 9, 2005 - April 30, 2007
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     4.6  At the election of either party, upon written notice of termination
          (the "Notice of Termination").

5.0 Effect of Termination

     5.1  Compensation & Benefits (a) As referenced in this section,
          compensation following the Employee's termination shall be in the form
          of severance. Severance will be based on the employee's base salary in
          effect as of the employee's last day of employment, and will be paid
          in installments in accordance with the Company's regular payroll
          schedule in effect at the time of termination. (b) Severance is not
          considered compensation for purposes of employee and employer matching
          contributions under the 401(k) plan; (c) As referenced in this
          section, upon termination of the Employee's employment with the
          Company, medical and dental benefits will be available to the
          Employee, at his election, solely pursuant to the provisions of COBRA
          with the Company paying the full cost of COBRA coverage for a period
          up to 18 months if employment is terminated for any reason except an
          Employee resignation without Good Reason (as defined in Section 6) and
          a Company discharge for Cause. If the Employee is discharged for Cause
          or the Employee resigns without Good Reason, the Employee will be
          required to remit the COBRA cost (102% of total benefit cost) of
          coverage. (d) Upon termination of the Employee's employment with the
          Company, apart from the Employee's election under COBRA to continue
          medical and dental benefits (as described in Section 5.1c), the
          Employee will cease to be eligible for participation in the Company's
          health and welfare insurance and any other fringe benefit programs
          that pursuant to their contracts or Company policy require an active
          employee status. (e) Upon termination of the Employee's employment
          with the Company, apart from the Employee's election under COBRA to
          continue medical and dental benefits (as described in Section 5.1c),
          the Employee will cease to be eligible for participation in the
          Company's health and welfare insurance and any other fringe benefit
          programs that pursuant to their contracts or Company policy require an
          active employee status.



Employment Agreement, Trevor Hallam                 May 9, 2005 - April 30, 2007
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     5.2  Termination By The Company or at Election of the Employee (other than
          for Good Reason).

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

          (b)  If the Company elects to terminate the Employee (other than for
               Cause) pursuant to Section 4.6, the Company shall pay to the
               Employee his salary in effect at that time for the greater of an
               eighteen (18) month period following the Date of Termination, or
               for the duration of the then current Employment Period, plus
               medical and dental benefits (as described in Section 5.1c);

          (c)  If the Company terminates the Employee for Cause pursuant to
               Section 4.2, no severance and/or benefits shall be paid, and the
               Employee shall be entitled only to receive payment of his earned
               but unpaid salary, and accrued vacation, as of the Date of
               Termination. Employee may elect COBRA medical and dental
               benefits, in which case the Employee will be required to remit
               the COBRA cost (102% of total benefit cost) of coverage.

     5.3  Termination By Employee Election For Good Reason. If the Employee
          terminates employment at his election for Good Reason pursuant to
          Section 4.4, the Company shall pay to the Employee his salary in
          effect at that time for the greater of an eighteen (18) month period
          following the Date of Termination, or for the duration of the then
          current Employment Period, plus medical and dental benefits (as
          described in Section 5.1c).



Employment Agreement, Trevor Hallam                 May 9, 2005 - April 30, 2007
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     5.4  Termination Following a Change In Control. If the Employee or Company
          terminates the employment relationship following a Change In Control
          pursuant to Section 4.5: (a) The Company shall pay to the Employee his
          annual salary in effect at that time in a lump sum amount, calculated
          at one and one-half (1.5) times such annual salary, within five (5)
          business days following the Date of Termination plus medical/dental
          care benefits (as described in Section 5.1c); (b) All options to
          purchase shares of capital stock of the Company previously granted to
          the Employee pursuant to any stock option plan with the Company which
          have not vested at such time shall immediately vest and become fully
          exercisable in accordance with their terms, and shall remain
          exercisable for a period of a) 12 months following the Date of
          Termination if the Employee has less than two years of employment with
          the Company or b) 24 months following the Date of Termination in the
          Employee has two or more years of employment with the Company; (c) For
          a six (6) month period after the Date of Termination, the Company
          shall reimburse the Employee for reasonable fees and expenses incurred
          by him for the purpose of locating employment in an amount, not to
          exceed $25,000, mutually agreed upon by and between the Employee and
          the Company, including the fees and expenses of consultants and other
          persons retained by him for such purpose, promptly, within ten days,
          receipt by the Company of satisfactory evidence of payment of such
          fees and expenses.

     5.5  Termination by Reason of the Employee's Death or Disability. If, prior
          to the expiration of the Employment Period, the Employee's employment
          is terminated by the Employee's death or Disability pursuant to
          Section 4.3,

          (a)  The Company shall pay to the Employee, or in the case of the
               Employee's death, to the estate of the Employee, the severance
               and medical and dental benefits (as described in Section 5.1c).

          (b)  All options to purchase shares of capital stock of the Company
               previously granted to the Employee pursuant to any stock option
               plan with the Company which have not vested at such time shall
               immediately vest and become fully exercisable in accordance with
               their terms, and shall remain exercisable for a period of 24
               months following the Date of Termination.



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     5.6  Withholding and Deductions. (a) All payments hereunder shall be
          subject to withholding and to such other deductions as shall at the
          time of such payment be required pursuant to any income tax or other
          law, whether of the United States or any other jurisdiction, and, in
          the case of payments to the executors or administrators to the
          Employee's estate, the delivery to the Company of all necessary tax
          waivers and other documents. (b) In the event the Employee is required
          pursuant to Section 4999 of the Internal Revenue Code to pay (through
          withholding or otherwise) an excise tax on "excess parachute payments"
          (as defined in Section 280G(b) of the Code) made by the Company
          pursuant to Section 5.4 of this Agreement, the Company shall pay the
          Employee such additional amounts as are necessary to place the
          Employee in the same after tax financial position that he would have
          been in if he had not incurred any tax liability under Section 4999 of
          the Code. (c) In the event the Employee is required to pay any
          federal, state or local income taxes as a result of the Company's
          payment of the Employee's COBRA premiums under this Section 5, the
          Company shall pay the Employee such additional amounts as are
          necessary to place the Employee in the same after-tax financial
          position that he would have been in if he had not incurred any such
          tax liability.

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

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



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

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

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

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

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



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

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

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

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

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

          (e)  the relocation of the Employee to a location which is greater
               than fifteen (15) miles from Cranbury, New Jersey.



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

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

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

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

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



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7.0  Restrictive Covenants

     (a)  For the purposes of this Agreement:

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

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

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

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



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

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

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

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

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

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

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



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14.0 Waiver of Breach.

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

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

15.0 Miscellaneous.

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

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

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

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



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<PAGE>



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

PALATIN TECHNOLOGIES, INC.                  EMPLOYEE

By:_____________________________            ________________________________
Name: John Prendergast                      Trevor Hallam
Title: Chairman of the Board                Executive Vice President Research &
                                                Development

Date:____________________________           Date: ____________________________




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