$heff's $tation of $tocks & $olid DD

[$heff]

TTNP..$2.20..Amended filing here..http://bit.ly/VGMsVE. Not making a dent into today's price here.



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.

AMENDMENT AGREEMENT

Amendment Agreement, dated February 6, 2013, to the Facility Agreement, dated as of March 11, 2011 (the “ FA ”), between Titan Pharmaceuticals, Inc. (“ Titan ”) and the parties named therein as Lenders (the “ Lenders ”).

In consideration of today’s exercise of warrants by the Lenders and for other good and valuable consideration, Titan and the Lenders agree that Section 2.2 of the FA is amended to add thereto the following provision:

“(f) Notwithstanding anything contained in the Warrants to the contrary, (i) the Exercise Price of the Warrants may be satisfied by a Lender, without limitation, through a reduction of the principal amount outstanding under such Lender’s Note with such amount being applied in the reverse order of repayment provided for in Section 2.2(a), and (ii) a Lender shall not be required to physically surrender Warrants in connection with a partial Exercise of the Warrants held by such Lender.”

IN WITNESS WHEREOF, Titan and the Lenders have executed this Amendment Agreement on the date first above written