Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 10, 2008, Palatin's board of directors granted to each of our executive officers, Carl Spana, Stephen T. Wills and Trevor Hallam, the following compensation:

• a cash bonus of $25,000, payable as of December 30, 2008; and

• 250,000 Restricted Stock Units under our 2005 Stock Plan.

The Restricted Stock Units vest on December 31, 2009, provided that the officer remains employed by Palatin through December 31, 2009, subject to earlier vesting in the event of a change in control or termination of employment other than voluntary or for cause. Upon vesting, each Restricted Stock Unit will automatically convert into one share of our common stock without further payment.