Item 1.01. Entry into a Material Definitive Agreement.

On February 6, 2013, the Facility Agreement dated as of March 11, 2011 between Titan Pharmaceuticals, Inc. (the "Company") and the lender parties thereto (collectively, "Deerfield") was amended to provide that the exercise price of the 6,000,000 warrants previously issued to Deerfield may be satisfied through a reduction in the principal amount of the Company's outstanding indebtedness to Deerfield. A copy of the amendment agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Amendment Agreement dated February 6, 2013 to Facility Agreement dated as of March 11, 2011.

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