Palatin Technologies, Inc. Form 8-K dated September 19, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   September 19, 2006


Palatin Technologies, Inc.
(Exact name of registrant as specified in its charter)


Delaware 001-15543 95-4078884
(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) identification number)


4C Cedar Brook Drive, Cranbury, NJ 08512
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (609) 495-2200


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01  Entry into a Material Definitive Agreement

        Effective October 1, 2006, the annual retainer for the Chairman of the Board of Palatin Technologies, Inc., John K.A. Prendergast, Ph.D., will be $60,000, as approved by our Board of Directors on September 19, 2006.

        In addition, on September 19, 2006, the Board granted Dr. Prendergast an option to purchase 40,000 shares of our common stock at an exercise price of $2.11 per share, which vests in ten monthly installments beginning September 30, 2006 and expires in 2016.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


    PALATIN TECHNOLOGIES, INC.
     
     
Date: September 21, 2006   By:  /s/ Stephen T. Wills              
      Stephen T. Wills, CPA, MST
      Executive Vice President – Operations and
      Chief Financial Officer



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