PALATIN TECHNOLOGIES INC
10QSB/A, 1997-04-30
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 1

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
     
              For the quarterly period ended December 31, 1996
                                             -----------------

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
         SECURITIES EXCHANGE ACT OF 1934 

       For the transition period from ______________ to _____________


                        Commission file number 0-22686

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

                           PALATIN TECHNOLOGIES, INC.
                      ------------------------------------
       (Exact name of small business issuer as specified in its charter)

            DELAWARE                                      95-4078884
       -------------------                            -------------------
(State of incorporation or organization)   (I.R.S. Employer Identification No.)


         214 CARNEGIE CENTER - SUITE 100, PRINCETON, NEW JERSEY 08540
         ------------------------------------------------------------
                   (Address of principal executive offices)


                                 (609)520-1911
                                 -------------
                          (Issuer's telephone number)


Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. |X|

As of February 14, 1997, 11,740,154 shares of the Registrant's common stock,
par value $.01 per share, were outstanding.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format:  Yes  [ ]     No  [X]



===========================================================================
<PAGE>

The undersigned registrant hereby amends the following item of its Quarterly
Report on Form 10-QSB for the fiscal quarter ended December 31, 1996, as set
forth in the pages attached hereto.


                   PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibits:

     3.2    Bylaws of the Company.*

     10.25  License Option Agreement dated as of December 18, 1996, between
            Palatin Technologies, Inc. and Nihon Medi-Physics, Inc.**

     27.1   Financial Data Schedule.*
     
- - - - - - - - - 
*   Filed with Form 10-QSB for the quarterly period ended December 31, 1996.

**  Palatin Technologies, Inc. has requested confidential treatment of certain
    provisions contained in Exhibit 10.25. The copy filed as an exhibit omits
    the information subject to the confidentiality request.

     (b) Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter for which this
report is filed.



                                     -1-




<PAGE>
                            Signatures

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       Palatin Technologies, Inc.
                                       (Registrant)



Date: April 24, 1997                    /s/ Edward J. Quilty  
                                        --------------------    
                                        Edward J. Quilty
                                        Chairman of the Board,
                                        President, and Chief
                                        Executive Officer



Date: April 24, 1997                    /s/ John J. McDonough 
                                        ---------------------
                                        John J. McDonough
                                        Vice President and Chief
                                        Financial Officer (Principal
                                        Financial and Accounting Officer)










                                     -2-





                           LICENSE OPTION AGREEMENT
                           ------------------------

THIS AGREEMENT, effective the 18th day of December, 1996, is made and entered by
and between Palatin Technologies, Inc., a New Jersey corporation, with office
214 Carnegie Center, TES 100, Princeton, NJ 08540, U.S.A. (hereinafter
"PALATIN") and Nihon Medi-Physics Co. Ltd., a corporation organized and existing
under the laws of Japan having its principal place of business at 9-8,
Rokutanji-cho, Nishinomiya City, Hyogo Pref., JAPAN 662 (hereinafter "NMP"). 
PALATIN and NMP (each sometimes referred to as a "PARTY" and collectively as the
"PARTIES") agree as follows:

1.   BACKGROUND

1.1  PALATIN possesses certain PATENTS, patent applications, trade secrets,
     know-how, process, formulae, techniques, procedures, test data and other
     technical information relating to [INFORMATION OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION UNDER RULE 24b-2.] Analogues which are useful in
     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
      24b-2.] human radionuclear diagnostic imaging of [INFORMATION OMITTED AND
     FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.], and are also
     useful in human diagnostic imaging of other diseases and/or lesions (the
     "MIDAS TECHNOLOGIES").

1.2  PALATIN desires to grant to NMP and NMP desires to receive an exclusive
     option to enter into an exclusive license agreement, subject to agreement
     between the PARTIES on terms to be negotiated in good-faith pursuant to and
     in accordance with this AGREEMENT. 

2.   DEFINITIONS

2.1  PATENTS means all letters patent (including inventor's certificates),
     including any substitutions, extensions, reissues, renewals, divisions,
     continuations or continuations-in-part thereof or therefor.  The term
     "PATENTS" does not include trademarks.

2.2  MIDAS PATENTS shall mean (a) the United States and foreign patent
     applications set forth in EXHIBIT-A hereto, as it may be amended from time
     to time by the PARTIES; (b) any PATENTS issuing from said pending United
     States and foreign patent applications or later-filed applications based
     upon any of said PATENTS and applications; and (c) any continuations,
     continuations-in-part directed to subject matter described in the patent
     applications listed in EXHIBIT-A, divisionals, reissues or extensions of
     any of the foregoing.  PALATIN represents and warrants that the MIDAS
     PATENTS are free of any liens or security interests in favor of third
     parties, includ-


                                    -1-
<PAGE>


     ing, without limitation, any liens security interest in favor of Aberlyn
     Capital.

2.3  FIELD shall mean human radionuclear diagnostic imaging.

2.4  PRODUCT shall mean radiopharmaceutical products, including kit format
     products, developed utilizing in whole or in part the MIDAS PATENTS for use
     in the FIELD.

2.5  DEVELOPMENT PROGRAM means the STEP-1 DEVELOPMENT and the STEP-2
     DEVELOPMENT.

2.6  DEVELOPMENT PROGRAM RESULTS means the data, test results, technical
     information and other information (whether or not patentable) which result
     from or in connection with the DEVELOPMENT PROGRAM.

2.7  STEP-1 DEVELOPMENT shall mean the preclinical compound exploration and
     evaluation covered by the MIDAS PATENTS performed by PALATIN with
     cooperation of NMP as stipulated and scheduled in EXHIBIT-B.

2.8  STEP-2 DEVELOPMENT shall mean the pilot clinical evaluation of candidate
     compound(s) for PRODUCTS performed and/or conducted by PALATIN with
     cooperation of NMP as stipulated and scheduled in EXHIBIT-C.

2.9  TERM shall mean the term of this AGREEMENT, as defined in Paragraph 6.1 of
     this AGREEMENT.

3.   GRANT OF OPTION

3.1  Subject to the terms and conditions in this AGREEMENT, PALATIN hereby
     grants to NMP an exclusive option (the "OPTION RIGHT"), exercisable in the
     manner set forth in Paragraph 5.1, below, to enter into an exclusive,
     world-wide license agreement (the "LICENSE AGREEMENT") with the right to
     make, have made, use and/or have used, sell and have sold any PRODUCT for
     use in the FIELD, with the right to grant sublicenses; provided however,
     that NMP shall remain primarily liable for performance under the LICENSE
     AGREEMENT notwithstanding any such sublicensing.  Notwithstanding anything
     to the contrary in this AGREEMENT, the PARTIES understand and agree that
     PALATIN shall have the right throughout the TERM to discuss from time to
     time with any third party or parties any and all MIDAS PATENTS and
     know-how, other than with respect to their uses in the FIELD.

3.2  Except as expressly set forth in Paragraph 3.1, above, with respect to the
     OPTION RIGHT, nothing in this AGREEMENT shall be construed to grant to NMP
     any rights, title and/or interest


                                     -2-

<PAGE>

     of any kind whatsoever in or to the MIDAS PATENTS, any or all products of
     PALATIN, and/or any or all MIDAS TECHNOLOGIES, including, without
     limitation, any intellectual property rights in or to any of the foregoing.
     Without limiting the foregoing, NMP shall have the right to use or have
     used the DEVELOPMENT PROGRAM RESULTS, the MIDAS PATENTS, the MIDAS
     TECHNOLOGIES and/or any intellectual property rights in any of the
     foregoing, for purposes of determining whether to exercise the OPTION RIGHT
     and for purposes of commercial development of PRODUCTS, including but not
     limited to the governmental registration thereof, subject to consultation
     with and prior written consent by PALATIN. 

4.   CONSIDERATION

4.1  In consideration of the grant of the OPTION RIGHT to NMP by PALATIN, NMP
     shall pay to PALATIN, by wire transfer or cashier's or bank check with
     same-day availability of funds:

     4.1.1     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
               UNDER RULE 24b-2.] within thirty (30) days after the execution
               of this AGREEMENT, and

     4.1.2     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
               UNDER RULE 24b-2.] within thirty (30) days after the completion
               of disclosure by PALATIN to NMP all DEVELOPMENT PROGRAM RESULTS
               from the STEP-1 DEVELOPMENT, and 

     4.1.3     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
               UNDER RULE 24b-2.] after the completion of disclosure by PALATIN
               TO NMP all DEVELOPMENT PROGRAM RESULTS from the STEP-2
               DEVELOPMENT, and

     4.1.4     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
               UNDER RULE 24b-2.] within thirty (30) days after NMP's exercise
               of the OPTION RIGHT stipulated in Paragraph 5.1 hereof.

4.2  All the consideration stipulated in above Paragraph 4.1 shall be subject to
     withholding tax in Japan.  NMP will pay the foregoing so tax deducted and
     furnish the certificate of tax payment to PALATIN.  None of the
     consideration stipulated in above Paragraph 4.1 shall be used to retire any
     outstanding indebtedness of Palatin to Aberlyn Capital.

4.3  [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
     24b-2.] of the aggregate consideration stipulated above in Paragraphs
     4.1.1, 4.1.2, 4.1.3, and 4.1.4 shall be credited against Fifty Percent
     (50%) of the payment stipulated in Paragraph 5.5.1 and One Hundred Percent
     (100%) of the payments stipulated in Paragraphs 5.5.2 and 5.5.3.


                                     -3-
<PAGE>

5.   EXERCISE OF OPTION

5.1  At any time during the period commencing on the date of this AGREEMENT and
     ending one hundred twenty (120) days after the completion of (a) disclosure
     by PALATIN to NMP all of the DEVELOPMENT PROGRAM RESULTS, (b) confirmation
     by PALATIN in writing to NMP that any continuations, continuations-in-part
     directed to subject matter specifically described in the patent
     applications listed in EXHIBIT A, divisionals, reissues or extensions of
     any of the foregoing have been properly made in the United States covering
     the technology derived from the STEP-1 DEVELOPMENT and STEP-2 DEVELOPMENT
     (to the extent patentable), and (c) receipt by NMP from PALATIN of all the
     copies of the PATENTS inclusive of those stipulated in item (b), above, NMP
     may exercise the OPTION RIGHT by sending written notice to PALATIN (the
     "EXERCISE NOTICE") of NMP's desire to exercise the OPTION RIGHT and to
     commence negotiations on terms for a LICENSE AGREEMENT.  

5.2  (a)  Promptly following NMP's exercise of the OPTION RIGHT, PALATIN and NMP
          shall enter into exclusive, good faith negotiations for a period (the
          "NEGOTIATION PERIOD") of One Hundred Fifty (150) days, commencing with
          the date of delivery of the EXERCISE NOTICE, to reach agreement on the
          terms and conditions of, and to execute, the LICENSE AGREEMENT.  It is
          understood that the PARTIES can, by written agreement executed by both
          of them, in their respective sole discretion, extend the NEGOTIATION
          PERIOD beyond such One Hundred Fifty (150) days.  If the PARTIES fail
          to reach agreement during the NEGOTIATION PERIOD on the terms and
          conditions of the LICENSE AGREEMENT, and to each execute and deliver
          to the other prior to expiration of the NEGOTIATION PERIOD a manually
          executed original of such agreed-upon LICENSE AGREEMENT, then PALATIN
          shall, within Thirty (30) days after expiration of the NEGOTIATION
          PERIOD pay to NMP the sum [INFORMATION OMITTED AND FILED SEPARATELY
          WITH THE COMMISSION UNDER RULE 24b-2.].  Subject to Paragraph 5.2(b),
          below, and subject to payment by PALATIN to NMP of such amount,
          PALATIN shall have the right at any time(s) thereafter, to enter into
          a license agreement with any third party or parties.

     (b)  For a period of One Hundred Eighty (180) days following expiration of
          the NEGOTIATION PERIOD (the "FIRST REFUSAL PERIOD"), PALATIN shall,
          before entering into any license agreement with any third party or
          parties on terms that are more favorable to such third party or
          parties than the terms offered to NMP by PALATIN, deliver to NMP a
          copy of the proposed license agreement (the "PROPOSED LICENSE"),
          redacted to keep the identity of the third party or parties
          confidential and to delete proprietary 



                                     -4-
<PAGE>


          or confidential information of such third party or parties, but
          including all Economic Terms in the PROPOSED LICENSE.  NMP shall have
          the right, exercisable for a period of thirty (30) days after receipt
          of such copy of the PROPOSED LICENSE, to notify PALATIN in writing
          (the "MATCH NOTICE") that NMP agrees to enter into a LICENSE AGREEMENT
          on terms identical to those set forth in such copy of the PROPOSED
          LICENSE.  Within Thirty (30) business days following receipt of the
          MATCH NOTICE, PALATIN shall deliver to NMP two copies of a LICENSE
          AGREEMENT containing terms identical to those set forth in the
          PROPOSED LICENSE, substituting only the identifying and/or proprietary
          or confidential information of NMP for the identifying and/or
          confidential information of the third party or parties.  NMP shall,
          within sixty (60) business days of receipt, execute both copies and
          return them to PALATIN, together with any additional documents that
          may be required by such LICENSE AGREEMENT to be delivered and/or paid
          by NMP on execution.  PALATIN shall execute both such copies within
          five (5) business days of receipt and return one to NMP, together with
          any additional documents that may be required by such LICENSE
          AGREEMENT to be delivered by PALATIN on execution.  

     (c)  Subsequent to the FIRST REFUSAL PERIOD, PALATIN shall have the
          unrestricted right to enter into license agreement(s) with any and all
          third parties without any obligation of any kind whatsoever to NMP. 
  
5.3  In good faith negotiation of a LICENSE AGREEMENT as set forth in above
     Paragraph 5.2, (a) NMP's contribution in the STEP-1 DEVELOPMENT and STEP-2
     DEVELOPMENT, and then available market studies by the PARTIES shall be duly
     considered and reflected; and (b) PALATIN's contribution in the STEP-1
     DEVELOPMENT and STEP-2 DEVELOPMENT, and PALATIN's contribution with respect
     to its research and development utilizing in whole or in part the MIDAS
     PATENTS shall be duly considered and reflected.  

5.4  (a)  The LICENSE AGREEMENT shall include, without limitation: (i) the
          obligation for payment by NMP to PALATIN of a royalty with respect to
          PRODUCTS, which royalty shall [INFORMATION OMITTED AND FILED
          SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] of NET SALES, as
          defined below, and (ii) the obligation of NMP to use its best efforts
          to commercialize the PRODUCTS and to make their benefits reasonably
          available to the public.  For the purpose of this Paragraph 5.4, "best
          efforts" shall mean the same level of efforts as NMP applies to any of
          its other development projects to commercialize radiopharmaceutical
          products.


                                     -5-

<PAGE>


          (b)  For the purpose of this Paragraph 5.4, NET SALES for any
               quarterly period means gross sales proceeds due to or by reason
               of the sale (including sales to resellers), distribution or use
               of PRODUCTS by NMP and/or its AFFILIATES (as defined in Section
               5.4(c), below), to parties other than NMP and/or its AFFILIATES,
               less the total of the following:
               (i) refunds, rebates, replacements or credits actually allowed by
               NMP and/or such AFFILIATES in the ordinary course of business,
               and actually taken by purchasers for return of products; 
               (ii)  ordinary and customary trade, quantity and cash discounts
               actually allowed and taken; 
               (iii) excise, value-added, and sales taxes directly imposed on
               and with reference to particular sales of PRODUCTS and actually
               paid by NMP,
               (iv) shipping (transportation), shipping insurance, and handling
               charges actually paid by NMP for PRODUCTS, 
               (v) product packaging costs actually paid by NMP for PRODUCTS,
               and (vi) commissions paid to Japan Radioisotope Association.  In
               computing NET SALES, there shall be no deductions for any other
               commissions paid, whether to non-AFFILIATES or AFFILIATES. 
     
     (c)  For purposes of this AGREEMENT, the term "AFFILIATE" or "AFFILIATES"
          of a PARTY means any corporation or other legal entity that directly
          or indirectly controls, is controlled by, or is under common control
          with, such PARTY, but only for so long as such control exists.  

5.5  In connection with the LICENSE AGREEMENT, NMP shall pay to PALATIN, by wire
     transfer or cashier's or bank check with same-day availability of funds:

     5.5.1     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
               UNDER RULE 24b-2.] within thirty (30) days after the execution of
               the LICENSE AGREEMENT, and

     5.5.2     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
               UNDER RULE 24b-2.] within [INFORMATION OMITTED AND FILED
               SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.], and 

     5.5.3     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
               UNDER RULE 24b-2.] within thirty (30) days after [INFORMATION
               OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
               24b-2.], and

     5.5.4     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
               UNDER RULE 24b-2.] within thirty (30) days after [INFORMATION
               OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
               24b-2.], and
     
          The LICENSE AGREEMENT shall also provide, without limitation,  that
          NMP shall reimburse PALATIN for all expenses for Phase I, 


                                     -6-
<PAGE>



          II and III clinical development and all regulatory approval costs
          incurred by PALATIN in connection therewith.

5.6  All the consideration stipulated in above Paragraph 5.5 shall be subject to
     withholding tax in Japan.  NMP will pay the foregoing so tax deducted and
     furnish the certificate of tax payment to PALATIN. 

6.   TERM AND TERMINATION

6.1  The term of this AGREEMENT (the "TERM") shall commence and become effective
     on the date first written above and shall, unless sooner terminated
     pursuant to this Paragraph 6, and shall remain effective until one hundred
     and twenty (120) days after the latest to occur of:

          (a)  the completion of disclosure by PALATIN to NMP all of the
               DEVELOPMENT PROGRAM RESULTS;

          (b)  confirmation by PALATIN in writing to NMP that any continuations,
               continuations-in-part directed to subject matter specifically
               described in the patent applications listed in EXHIBIT-A,
               divisionals, reissues or extensions of any of the foregoing have
               been properly made in the United States covering any MIDAS
               TECHNOLOGIES derived from the STEP-1 DEVELOPMENT and STEP-2
               DEVELOPMENT (to the extent patentable); and

          (c)  receipt by NMP from PALATIN of copies of all the MIDAS PATENTS,
               inclusive of those stipulated in above item 6.1(b), above; 

     (d)  expiration of the Exercise Period, if NMP has not delivered to PALATIN
          an EXERCISE NOTICE in accordance with Paragraph 5.1, above, and paid
          to PALATIN the sum of [INFORMATION OMITTED AND FILED SEPARATELY WITH
          THE COMMISSION UNDER RULE 24b-2.] in accordance with Paragraph 4.1.4,
          above; and

     (e)  if NMP has delivered to PALATIN an EXERCISE NOTICE in accordance with
          Paragraph 5.1, above, and [INFORMATION OMITTED AND FILED SEPARATELY
          WITH THE COMMISSION UNDER RULE 24b-2.] in accordance with Paragraph
          4.1.4, above:  (i) the date PALATIN and NMP enter into the LICENSE
          AGREEMENT, or (ii) expiration of the FIRST REFUSAL PERIOD.

6.2  Prior to termination, PALATIN and NMP may extend the term of this AGREEMENT
     by mutual written agreement, in their respective sole discretion.

6.3  This AGREEMENT will terminate prior to expiration of the TERM:


                                     -7-
<PAGE>


          6.3.1   automatically, if either of the PARTIES shall enter into a
                  liquidating bankruptcy and/or if the business of either of the
                  PARTIES shall be placed in the hands of a receiver, assignee,
                  or trustee, whether by voluntary act or otherwise; provided
                  that if it is involuntary, termination shall not take place
                  unless the act is not reversed within ninety (90) days; or 

          6.3.2   upon thirty (30) days written notice if either of the PARTIES
                  shall be materially in breach or default of any obligation
                  under this AGREEMENT; provided however, the breaching or
                  defaulting PARTY may avoid such termination if before the end
                  of such period it notifies the other PARTY (1) that such 
                  breach of default has been cured and states the manner of such
                  cure or (2) that it has commenced steps to cure such breach or
                  default and is diligently pursuing such steps, if such breach
                  cannot be cured within thirty (30) days, or 

          6.3.3   upon written agreement between the PARTIES, in their
                  respective sole discretion; or

          6.3.4   at any time upon ninety (90) days written notice given by NMP
                  to PALATIN, with or without cause.  Termination of this
                  AGREEMENT by NMP under this Paragraph 6.3.4 shall not entitle
                  NMP to reimbursement of any consideration then paid to
                  PALATIN.

6.4  Upon termination of this AGREEMENT in accordance with this Paragraph 6 for
     any reason, nothing herein shall be construed to release any PARTY from any
     obligation for any breach(s) of this AGREEMENT incurred prior to the date
     of such termination.

7.   ASSIGNMENT

7.1  This AGREEMENT may be assigned by either PARTY only with the prior express
     written consent of the other PARTY, such consent shall not be unreasonably
     withheld; provided, however, that notwithstanding any such assignment, the
     assigning PARTY shall remain directly liable for all its obligations under
     this AGREEMENT, and provided the assignee agrees in writing to be bound by
     the terms and conditions of this AGREEMENT.

8.   GOVERNING LAW

8.1  This AGREEMENT shall be governed and construed in accordance with the laws
     of the State of New York, without giving effect to the conflicts of law
     principles thereof, and of United States.


                                     -8-
<PAGE>


9.   GENERAL

9.1  Neither PARTY shall use the other PARTY's name, or the name of any employee
     thereof, in any written or oral communications to third parties without the
     other PARTY's prior written consent.

9.2  Unless otherwise required by the law, neither PARTY shall disclose the
     existence and/or the contents of this AGREEMENT to any other third party.

9.3  This AGREEMENT constitutes the entire and only agreement between the
     PARTIES and all the other prior negotiations, representations,
     understandings and agreements between the PARTIES are superseded hereby
     except for the Confidentiality AGREEMENT between the PARTIES entered on
     October 18, 1995, which shall survive this agreement and remain in full
     force and effect.  This AGREEMENT may be amended or changed only by written
     document signed by the duly authorized representatives of the PARTIES.

9.4  Any notice required by this AGREEMENT shall be given by prepaid, first
     class, certified mail, return receipt requested, effective upon receipt
     addressed: 

     if to PALATIN:

     Palatin Technologies, Inc.
     214 Carnegie Center, TES 100
     Princeton, NJ 08540
     U.S.A.
     Attention:    Dr. Carl Spana, Ph.D.
                   Executive Vice President
                   Chief Technology Officer

     if to NMP:

     Nihon Medi-Physics Co., Ltd.
     1-13-5, Kudan-kita, Chiyoda-ku
     Tokyo 102
     JAPAN
     Attention:  Manager of Research Administration Department

     or such other address as may be given from time to time under the terms of
     this notice provision.

9.5  The section headings included herein are for convenience only and shall not
     be used to determine the construction or interpretation of this AGREEMENT
     or any portion hereof.

9.6  In the event that any provision of this AGREEMENT (or portion thereof) is
     determined by a court of competent jurisdiction to 


                                     -9-
<PAGE>


     be invalid or otherwise unenforceable, such provision (or part thereof)
     shall be deemed to have been amended to the extent necessary to permit
     enforcement, or if not capable of such amendment, shall be deemed to be
     deleted from this AGREEMENT, while the remainder of this AGREEMENT shall
     continue in full force and remain in effect according to its stated terms
     and conditions.

9.7  This AGREEMENT shall be fairly interpreted in accordance with its terms and
     without any strict construction in favor of or against either of the
     PARTIES.

IN WITNESS WHEREOF, each of the PARTIES hereto has caused this AGREEMENT to be
executed in duplicate originals by its duly authorized officer or
representative. 

 PALATIN TECHNOLOGIES, INC.     NIHON MEDI-PHYSICS CO., LTD


 By:   /s/ Edward J. Quilty     By:   /s/ Haruo Seta          
    -----------------------        ------------------------
     (authorized representative)    (authorized representative)


 Typed Name:  Edward J. Quilty  Typed Name:  Haruo Seta


 Title:  Chairman and CEO       Title:  President


 Date:  December 20, 1996        Date:   December 24, 1996    


<PAGE>


                                  EXHIBIT-A

                          INTELLECTUAL PROPERTY LIST


The following INTELLECTUAL PROPERTY LIST is part of EXHIBIT-A of the LICENSE
OPTION AGREEMENT between Nihon Medi-Physics ("NMP") and Palatin Technologies,
Inc. ("PALATIN").

I.   US Patent Application No. 08/476,652
     PEPTIDE-METAL ION PHARMACEUTICAL CONSTRUCTS AND APPLICATIONS
     Inventor: Shubh D. Sharma
     Assignee: RhoMed Incorporated

II.  US Patent Application No. 08/660,697
     STRUCTURALLY DETERMINED METALLO-CONSTRUCT AND APPLICATIONS
     Inventor: Shubh Sharma
     Assignee: RhoMed Incorporated

III. PCT Application PCT/US90/09840
     STRUCTURALLY DETERMINED METALLO-CONSTRUCT AND APPLICATIONS
     Inventor: Shubh Sharma
     Assignee: RhoMed Incorporated

<PAGE>

                                  EXHIBIT-B

                         STEP-1 DEVELOPMENT SCHEDULE

[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.]


<PAGE>

                                  EXHIBIT-C

                         STEP-2 DEVELOPMENT SCHEDULE

[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.]



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