Palatin Technologies Inc. Watch

from 8-K 27 pages Amended and Restated Venture Loan and Security Agreement

from 8-K 46 pages Venture Loan and Security Agreement Dated as of December 23, 2014 by and Among Horizon Technology Finance Corporation, a Delaware Corporation 312 Farmington Avenue Farmington, Ct 06032 as a Lender and Collateral Agent Fortress Credit Co LLC, a Delaware Limited Liability Company 1345 Avenue of Americas New York, Ny 10105 as a Lender and Palatin Technologies, Inc., a Delaware Corporation 4b Cedar Brook Drive Cranbury, Nj 08512 as Borrower Loan a Commitment Amount: $5,000,000 Loan B Commitment Amount: $5,000,000 Loan a Commitment Termination Date: December 30, 2014 Loan B Commitment Termination Date: December 30, 2014

from 8-K 12 pages 1. Engagement. the Company Hereby Engages Piper Jaffray to Act as Its Sole Lead Placement Agent in Connection With the Proposed Offering by Private Placement of Equity, Equity-Linked or Warrant Securities (But Excluding Any Venture Loan or Similar Debt Financing, Even if Including a Warrant Component) (The “Securities”) Issued by the Company (The “Placement”), and We Accept This Engagement Upon the Terms and Conditions Set Forth in This Engagement Letter (The “Agreement”). During the Term of Our Engagement, We Will, as Appropriate to the Placement: ● Consult With You in Planning and Implementing the Placement; ● Review the Business and Operations of the Company and Its Historical and Projected Financial Condition; ● Assist You in Preparing and Distributing Relevant Documents We Mutually Agree Are Beneficial or Necessary to the Consummation of the Placement, Including Documents Describing the Company, the Securities and the Terms of the Placement (Collectively, the “Offering Materials”); ● Assist You in Preparing for Due Diligence Conducted by Prospective Purchasers of the Securities; ● Assist You in Identifying and Contacting Prospective Purchasers of the Securities; ● Consult With You as to the Structure and Timing of the Placement; Palatin Technologies, Inc. December 22, 2014 Page 2 ● Assist You in Negotiating Definitive Documentation With Prospective Purchasers of the Securities And, if Requested by You, Participate in Such Negotiations; and ● Render Such Other Financial Advisory and Investment Banking Services as May From Time to Time Be Agreed Upon by Piper Jaffray and the Company