SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

Titan Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)

Titan Pharmaceuticals, Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TITAN PHARMACEUTICALS, INC.

400 Oyster Point Boulevard
Suite 505
South San Francisco, California 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held August 15, 2002

To the Stockholders of Titan Pharmaceuticals, Inc.

     Notice is hereby given that the Annual Meeting of the Stockholders of Titan Pharmaceuticals, Inc. (the “Company”) will be held on August 15, 2002 at 9:00 a.m. local time at the offices of the Company, 400 Oyster Point Boulevard, Suite 505, South San Francisco, California 94080. The meeting is called for the following purpose:

     The close of business on July 5, 2002 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting. The stock transfer books of the Company will not be closed. A list of the stockholders entitled to vote at the meeting may be examined at the Company’s offices during the ten-day period preceding the meeting.

     All stockholders are cordially invited to attend the meeting. Whether or not you expect to attend, you are respectfully requested by the Board of Directors to sign, date and return the enclosed proxy promptly. Stockholders who execute proxies retain the right to revoke them at any time prior to the voting thereof. A return envelope which requires no postage if mailed in the United States is enclosed for your convenience.

Dated: July 15, 2002

TITAN PHARMACEUTICALS, INC.

400 Oyster Point Boulevard
Suite 505
South San Francisco, California 94080

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

     This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Titan Pharmaceuticals, Inc. (the “Company” or “Titan”) for the Annual Meeting of Stockholders to be held at the offices of the Company, 400 Oyster Point Boulevard, Suite 505, South San Francisco, California 94080 on August 15, 2002, at 9:00 a.m. and for any adjournment or adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Any stockholder giving such a proxy has the power to revoke it at any time before it is voted. Written notice of such revocation should be forwarded directly to the Secretary of the Company, at the above stated address.

     If the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy on which no direction is specified will be voted in favor of the actions described in this Proxy Statement and for the election of the nominees set forth under the caption “Election of Directors.”

     The approximate date on which this Proxy Statement and the accompanying form of proxy will first be mailed or given to the Company’s Stockholders is July 15, 2002.

     Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the meeting. If you do attend, you may vote by ballot at the meeting, thereby canceling any proxy previously given.

VOTING SECURITIES

     Only holders of shares of common stock, $.001 par value per share (the “Shares”) of record at the close of business on July 5, 2002 are entitled to vote at the meeting. On the record date, the Company had outstanding and entitled to vote 27,642,085 Shares. For purposes of voting at the meeting, each Share is entitled to one vote upon all matters to be acted upon at the meeting. A majority in interest of the outstanding Shares represented at the meeting in person or by proxy shall constitute a quorum. The affirmative vote of a plurality of the Shares so represented is necessary to elect the nominees for election as directors and the affirmative vote of a majority of the Shares so represented, excluding broker non-votes, is necessary to approve and ratify the 2002 Stock Option Plan and the appointment of Ernst & Young LLP, independent certified public accountants, as the independent auditors of the Company. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business. If a stockholder, present in person or by proxy, abstains on any matter, the stockholder’s shares will not be voted on such matter. Thus, an abstention from voting on any matter has the same legal effect as a vote “against” the matter even though the stockholder may interpret such action differently. Except for determining the presence or absence of a quorum for the transaction of business, broker non-votes are not counted for any purpose in determining whether a matter has been approved.

PRINCIPAL STOCKHOLDERS

     The following table sets forth, as of July 5, 2002, certain information concerning the beneficial ownership of the Shares by (i) each stockholder known by the Company to own beneficially five percent or more of the outstanding Shares; (ii) each director and each nominee for director of the Company; (iii) each executive officer of the Company; and (iv) all executive officers and directors of the Company as a group, and their percentage ownership and voting power.

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EXECUTIVE OFFICERS

     The following sets forth the names and ages of our executive officers, their respective positions and offices, and their respective principal occupations or employments during the last five years.

     Louis R. Bucalo, M.D. is a founder of the Company and has served as the President and Chief Executive Officer since January 1993. Dr. Bucalo has served as a director of Titan since March 1993 and was elected Chairman of the Board of Directors in January 2000. From July 1990 to April 1992, Dr. Bucalo was Associate Director of Clinical Research at Genentech, Inc., a biotechnology company. Dr. Bucalo holds an M.D. from Stanford University and a B.A. in biochemistry from Harvard University.

     Sunil Bhonsle has served as the Executive Vice President and Chief Operating Officer since September 1995. Mr. Bhonsle served in various positions, including Vice President and General Manager-Plasma Supply and Manager-Inventory and Technical Planning, at Bayer Corporation from July 1975 until April 1995. Mr. Bhonsle holds an M.B.A. from the University of California at Berkeley and a B.Tech. in chemical engineering from the Indian Institute of Technology.

     Richard C. Allen, Ph.D. has served as the Executive Vice President, Cell Therapy, since August 1995. From January 1995 until it was merged into the Company in March 1999, he also served as President and Chief Executive Officer of Theracell, Inc. From June 1991 until December 1994, Dr. Allen was Vice President and General Manager of the Neuroscience Strategic Business Unit of Hoechst-Roussel Pharmaceuticals, Inc. Dr. Allen holds a Ph.D. in medicinal chemistry and a B.S. in pharmacy from the Medical College of Virginia.

     Robert E. Farrell, J.D. has served as the Executive Vice President and Chief Financial Officer since September 1996. Mr. Farrell was employed by Fresenius USA, Inc. from 1991 until August 1996 where he served in various capacities, including Vice President Administration, Chief Financial Officer and General Counsel. His last position was Corporate Group Vice President. Mr. Farrell holds a B.A. from the University of Notre Dame and a J.D. from Hastings College of Law, University of California.

     Frank H. Valone, M.D. has served as the Executive Vice President of Clinical Development and Regulatory Affairs since March 2002. From 1994 to 2002, Dr. Valone was the Chief Medical Officer at Dendreon Corporation, Seattle, WA. From 1991 to 1996, Dr. Valone held various positions at the Dartmouth- Hitchcock Medical Center and Norris Cotton Cancer Center including Professor of Medicine. From 1982 to 1991, Dr. Valone held faculty positions at the University of California, San Francisco, including Associate Professor of Medicine. Dr. Valone received a B.A. from Hamilton College and an M.D. from Harvard Medical School. His post-doctoral training was at the Brigham and Womens Hospital in Internal Medicine, Allergy and Rheumatology and at the Dana-Farber Cancer Center in Medical Oncology.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

     At the meeting, nine directors will be elected by the Stockholders to serve until the next Annual Meeting of Stockholders or until their successors are elected and shall qualify. It is intended that the accompanying proxy will be voted for the election, as directors, of the nine persons named below, unless the proxy contains contrary instructions. The Company has no reason to believe that any of the nominees will not be a candidate or will be unable to serve. However, in the event that any of the nominees should become unable or unwilling to serve as a director, the persons named in the proxy have advised that they will vote for the election of such person or persons as shall be designated by the directors.

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     The following sets forth the names and ages of the nine nominees for election to the Board of Directors, their respective principal occupations or employments during the past five years and the period during which each has served as a director of the Company.

     Louis R. Bucalo, M.D., see biographical information set forth above under “Executive Officers.”

     Ernst-Günter Afting, M.D., Ph.D., has served on the Board of Directors since May 1996. He has served as the President of the GSF-National Center for Environment and Health, a government research center in Germany, since 1995. From 1984 until 1995, Dr. Afting was employed in various capacities by the Hoechst Group, serving as Divisional Head of the Pharmaceuticals Division of the Hoechst Group from 1991 to 1993 and as President and Chief Executive Officer of Roussel Uclaf (a majority stockholder of Hoechst AG) in Paris from 1993 until 1995. He currently serves on the Board of Directors of Sequenom, Inc.

     Victor J. Bauer, Ph.D., has served on the Board of Directors since November 1997. He joined Titan in February 1997 and currently serves as our Executive Director of Corporate Development. From April 1996 until its merger into Titan, Dr. Bauer also served as a director and Chairman of Theracell. From December 1992 until February 1997, Dr. Bauer was a self-employed consultant to companies in the pharmaceutical and biotechnology industries. Prior to that time, Dr. Bauer was with Hoechst-Roussel Pharmaceuticals Inc., where he served as President from 1988 through 1992.

     Eurelio M. Cavalier has served on the Board of Directors since September 1998. He was employed in various capacities by Eli Lilly & Co. from 1958 until his retirement in 1994, serving as Vice President Sales from 1976 to 1982 and Group Vice President U.S. Pharmaceutical Business Unit from 1982 to 1993. Mr. Cavalier currently serves as Chairman of the Board of Problem Solving Concepts, Inc.

     Michael K. Hsu has served on the Board of Directors since March 1993. He is currently a General Partner of EndPoint Merchant Group, a merchant bank specializing in making investments into the healthcare and life science industries. Mr. Hsu served as Director – Corporate Finance of National Securities Corp. from November 1995 through April 1998, and from November 1994 through October 1995 served with Coleman & Company Securities in the same capacity. Mr. Hsu previously held various executive positions with Steinberg and Lyman Health Care Company, Ventana Venture Growth Fund and Asian Pacific Venture Group (Thailand).

     Hubert E. Huckel, M.D., has served on the Board of Directors since October 1995. He served in various positions with The Hoechst Group from 1964 until his retirement in December 1992. At the time of his retirement, Dr. Huckel was Chairman of the Board of Hoechst-Roussel Pharmaceuticals, Inc., Chairman and President of Hoechst-Roussel Agri-Vet Company and a member of the Executive Committee of Hoechst Celanese Corporation. He currently serves on the Board of Directors of Thermogenesis, Corp. and Amarin Pharmaceuticals, plc and is a member of their compensation committees.

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     M. David MacFarlane, Ph.D., has served on the Board of Directors since May 2002. From 1989 until his retirement in August 1999, Dr. MacFarlane served as Vice President and Responsible Head of Regulatory Affairs of Genentech, Inc. Prior to joining Genentech, Inc., he served in various positions with Glaxo Inc., last as Vice President of Regulatory Affairs.

     Ley S. Smith has served on the Board of Directors since July 2000. He served in various positions with The Upjohn Company and Pharmacia & Upjohn from 1958 until his retirement in November 1997. From 1991 to 1993 he served as Vice Chairman of the Board of The Upjohn Company, and from 1993 to 1995 he was President and Chief Operating Officer of The Upjohn Company. At the time of his retirement, Mr. Smith was Executive Vice President of Pharmacia & Upjohn, and President of Pharmacia & Upjohn’s U.S. Pharma Product Center. He currently serves on the Board of Directors of BioStar, Inc., MDS, Inc., Crescendo Pharmaceuticals, Illuminis and is a member of the Regional Board of National City Corp.

     Konrad M. Weis, Ph.D., has served on the Board of Directors since March 1993. He is the former President, Chief Executive Officer and Honorary Chairman of Bayer Corporation. Dr. Weis serves as a director of PNC Equity Management Company, Michael Baker Corporation, Visible Genetics, Inc. and Demegen, Inc.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE NOMINEES.

Director Compensation

     Directors are entitled to receive options pursuant to our Amended 1998 Stock Option Plan and, if Proposal No. 2 is approved at the Annual Meeting, pursuant to our 2002 Stock Option Plan. During 2001, each director serving on a committee of the Board received an annual option grant to purchase 5,000 shares of our common stock at an exercise price of $11.50 per committee membership. Additionally, in August 2001, certain of the Board members received options in connection with a company-wide supplemental option grant pursuant to which all holders of options with exercise prices in excess of $15.00 received additional options. The supplemental options have an exercise price of $11.63 per share and are exercisable as to one-third on the first anniversary of the grant date and thereafter in 24 equal monthly installments. As a result, an aggregate of 215,250 supplemental options were granted. Upon being elected director in May 2002, Dr. M. David MacFarlane received an option grant to purchase 10,000 shares of our common stock at an exercise price of $5.77. In addition to having their out-of-pocket expenses reimbursed, non-employee directors received $2,000 for each Board of Directors meeting attended in 2001. Directors are not precluded from serving us in any other capacity and receiving compensation therefore.

     We are a party to a consulting agreement with Dr. Ernst-Günter Afting pursuant to which he receives fees of $7,000 annually.

Board Committees

     The Board of Directors has an Executive Committee, a Compensation Committee and an Audit Committee.

     The Executive Committee exercises all the power and authority of the Board of Directors in the management of the Company between Board meetings, to the extent permitted by law. The Compensation Committee makes recommendations to the Board concerning salaries and incentive compensation for our officers and employees and administers our stock option plans. The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors.

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     The Board of Directors met four times during the last fiscal year and also took action by unanimous written consent. The Executive Committee took action by unanimous written consent, the Compensation Committee met one time and also took action by unanimous written consent, and the Audit Committee met two times and also took action by unanimous written consent. Each of our current directors attended at least 75% of the aggregate of (i) the meetings of the Board of Directors and (ii) meetings of any Committees of the Board on which such person served which were held during the time such person served.

Audit Committee Report

     The Audit Committee operates pursuant to its adopted charter. Members of the Audit Committee are independent, within the meaning of Section 121(A) of the American Stock Exchange Listing Standards, Policies and Requirements.

     The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management is responsible for the financial reporting process including the systems of internal control, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States. The independent auditors are responsible for planning and performing an audit of the Company’s financial statements in accordance with auditing standards generally accepted in the United States, and expressing an opinion on those financial statements based on their audit. It is not the duty or responsibility of the committee to conduct auditing or accounting reviews or procedures.

     The Audit Committee is not, and does not wish to represent itself to be or to serve as, accountants or auditors by profession or experts in the fields of accounting and auditing. Therefore, in fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2001 with management and the independent auditors, including a discussion of the adoption of accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. In addition, the Audit Committee has discussed with the independent auditors the auditors’ independence from management and the Company including the matters in the written disclosures required by the Independence Standards Board No.1.

     In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2001 for filing with the Securities and Exchange Commission. The Audit Committee and the Board have also recommended, subject to stockholder approval, the selection of Ernst & Young LLP as the Company’s independent auditors.

Michael K. Hsu, Audit Committee Chair
Ernst-Gunter Afting, Audit Committee Member
Hubert E. Huckel, Audit Committee Member

July 5, 2002

     The material in the above Audit Committee report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended or the 1934 Act, whether made before or after the date of this proxy statement and irrespective of any general incorporation language in such filing.

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EXECUTIVE COMPENSATION

     The following summary compensation table sets forth the aggregate compensation awarded to, earned by, or paid to the Chief Executive Officer and to executive officers whose annual compensation exceeded $100,000 for the fiscal year ended December 31, 2001 (collectively, the named executive officers) for services during the fiscal years ended December 31, 2001, 2000 and 1999:

Summary Compensation Table

Option Grants in Last Fiscal Year

     The following table contains information concerning the stock option grants made to the named executive officers during the fiscal year ended December 31, 2001. No stock appreciation rights were granted to these individuals during such year.

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Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

     The following table sets forth information concerning option exercises and option holdings for the fiscal year ended December 31, 2001 with respect to the named executive officers. No stock appreciation rights were exercised during such year or were outstanding at the end of that year.

Employment Contracts, Termination of Employment and Change-in-Control Arrangements

     We are a party to an employment agreement with Dr. Bucalo expiring in February 2004 which provides for a base annual salary of $210,000, subject to annual increases of 5% and bonuses of up to 25% at the discretion of the Board of Directors. In the event of the termination of the agreement with Dr. Bucalo, other than for reasons specified therein, Titan is obligated to make severance payments equal to his base annual salary for the greater of the balance of the term of the agreement or 18 months.

     Employment agreements with each of Dr. Allen, Mr. Bhonsle and Mr. Farrell provide for a base annual salary of $185,000 subject to automatic annual increases based on increases in the consumer price index, and bonuses of up to 20% at the discretion of the Board of Directors. An employment agreement with Dr. Valone provides for a base annual salary of $275,000 subject to automatic annual increases based on increases in the consumer price index, and bonuses of up to 20% at the discretion of the Board of Directors. In the event the employee’s employment is terminated other than for good cause (as defined), Titan is obligated to make severance payments equal to the base annual salary for six months. All of the agreements contain confidentiality provisions.

Equity Compensation Plan Information

     The following table sets forth aggregate information regarding Titan’s equity compensation plans in effect as of December 31, 2001:

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers, directors and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Such executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms filed by such reporting persons.

     Based solely on the Company’s review of such forms furnished to the Company and written representations from certain reporting persons, the Company believes that all filing requirements applicable to the Company’s executive officers, directors and greater than 10% beneficial owners were complied with, except that Dr. Victor J. Bauer and Dr. Hubert E. Huckel each reported an exercise of stock options after the deadline for filing had passed.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The goal of the Company’s executive compensation policy is to ensure that an appropriate relationship exists between executive compensation and the creation of stockholder value, while at the same time attracting, motivating and retaining experienced executive officers. The Compensation Committee’s informal executive compensation philosophy (which applies generally to all executive officers of the Company, including the President and Chief Executive Officer) considers a number of factors, which may include:

     The executive officers receive base salaries pursuant to the terms of their employment agreements with the Company. See “Executive Compensation — Employment Contracts, Termination of Employment and Change-in-Control Arrangements.” During fiscal 2001, the annual option grants to the Company’s executive officers reflected the Company’s recognition of the milestones the executive officers assisted the Company in achieving during the year.

     The Compensation Committee also endorses the position that equity ownership by the executive officers of the Company is beneficial in aligning their interests with those of our stockholders, especially in the enhancement of stockholder value by providing the executive officers with longer-term incentives. Bonus awards are determined based on a range of measures and internal targets set before the start of each fiscal year and in part by comparison to the compensation of executive officers of comparable biotechnology and pharmaceutical companies. The Compensation Committee considers the Company’s performance under these measures and uses its subjective judgment and discretion in approving individual compensation.

     The Compensation Committee has implemented its policy on longer-term compensation to executive officers, including the chief executive officer, generally by granting to an executive officer upon joining the Company stock options with vesting over a period of 48 months commencing from the date of grant but requiring at least 12 months of employment for any option to vest. During fiscal 1997, the Compensation Committee made a determination to implement an annual option grant program to executive officers to be based upon the findings in the Radford Associates-Biotechnology Compensation Survey, 1997. During fiscal 1998, the first annual option grants based on the results of such survey were made.

Hubert E. Huckel, M.D.
Ernst-Günter Afting, M.D., Ph.D.
Konrad M. Weis, Ph.D.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During the year ended December 31, 2001, the members of the Company’s Compensation Committee were Drs. Huckel, Afting and Weis.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In February 2001, Titan loaned Mr. Robert E. Farrell, Executive Vice President and Chief Financial Officer, approximately $373,000 to finance certain federal and state income tax liabilities incurred by Mr. Farrell in connection with his exercise of stock options. The loan, originally due in February 2002, bears an interest rate at prime and has been extended to August 2002.

     In December 2001, we entered into agreements with certain of our officers and directors pursuant to which those officers and directors rescinded stock options that were previously granted and exercised. Mr. Robert E. Farrell rescinded 63,294 options that he exercised on a cashless basis. As a result, Mr. Farrell returned 27,515 shares of Titan’s common stock to the Company. Mr. Eurelio M. Cavalier, a director, rescinded 20,000 previously exercised options. He returned 20,000 shares of Titan’s common stock and received $61,580 in return of the exercise price. Dr. Hubert E. Huckel, a director, rescinded 5,000 previously exercised options. Dr. Huckel returned 5,000 shares of Titan’s common stock and received $45,315 in return of the exercise price. All of the above options which were reinstated as a result of the rescissions were immediately cancelled.

STOCK PRICE PERFORMANCE PRESENTATION

     The following chart compares the cumulative total stockholder return on the Company’s Shares with the cumulative total stockholder return of (i) the Amex Market Index and (ii) a peer group index consisting of companies reporting under the Standard Industrial Classification Code 2834 (Pharmaceutical Preparations):

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PROPOSAL NO. 2

APPROVAL AND RATIFICATION OF THE COMPANY’S
2002 STOCK OPTION PLAN

     At the Annual Meeting, the stockholders are being asked to approve and ratify the Company’s 2002 Stock Option Plan (the 2002 Plan), a copy of which is attached hereto as Exhibit A. The 2002 Plan was adopted by the unanimous written consent of the Board of Directors dated July 5, 2002. The Board of Directors recommends that the stockholders approve the 2002 Plan. The affirmative vote of persons holding at least a majority of the Shares present in person or by proxy at the Annual Meeting and entitled to vote on the matter is required to approve and ratify the 2002 Plan.

Summary of the Plan

     Under the 2002 Plan, options to purchase up to 2,000,000 Shares are authorized for issuance to employees, officers and directors of, and consultants or advisers to, the Company and any subsidiary corporations. In addition, the 2002 Plan will assume the options which remain available for grant under the Company’s prior stock options plans. Options granted under the 2002 Plan may be either incentive stock options (incentive options) within the meaning of Section 422 of the Code and/or options that do not qualify as incentive options (nonqualified options), however, only employees of the Company and any subsidiary corporations are eligible to receive incentive options. The 2002 Plan, which expires on July 5, 2012, is administered by a committee of not less than two outside members of the Board of Directors (the Committee). The purposes of the 2002 Plan are to attract and retain key employees, directors, consultants and advisors who are expected to contribute to the Company’s future growth and success and to provide additional incentive by permitting such individuals to participate in the ownership of the Company, and the criteria to be utilized by the Committee in granting options pursuant to the 2002 Plan, will be consistent with these purposes.

     Incentive options granted under the 2002 Plan are exercisable for a period fixed by the Committee, but no longer than 10 years from the date of grant, at an exercise price which is not less than the fair market value of the Shares on the date of the grant, except that the term of an incentive option granted under the 2002 Plan to a stockholder owning more than 10% of the outstanding voting power may not exceed five years and its exercise price may not be less than 110% of the fair market value of the Shares on the date of grant. To the extent that the aggregate fair market value, as of the date of grant, of the Shares for which incentive options become exercisable for the first time by an optionee during the calendar year exceeds $100,000, the portion of such option which is in excess of the $100,000 limitation will be treated as a nonqualified option. Nonqualified options granted under the 2002 Plan are exercisable for a period fixed by the Committee, but no longer than 10 years from the date of grant, at an exercise price which is not less than the fair market value of the Shares on the date of the grant.

     Options granted under the 2002 Plan to officers, directors or employees of the Company may be exercised only while the optionee is employed or retained by the Company or within three months of the date of termination of the employment relationship or directorship, unless such individual is terminated for cause, in which case the option shall terminate immediately and no longer be exercisable. However, nonqualified options which are exercisable at the time of termination by reason of death or permanent disability of the optionee may be exercised within two years of the date of termination of the employment relationship while incentive options which are exercisable at the time of termination by reason of death or permanent disability of the optionee may be exercised within one year of the date of termination of the employment relationship. In the case of the retirement of an optionee, nonqualified options are exercisable prior to the date which is the earlier of two years following the date of retirement or the expiration date of the option and incentive options are exercisable prior to the earlier of the date which is three months following the date of retirement or the expiration of the option. With respect to options granted to individuals who are not employees of the Company, the Committee shall determine the consequences, if any, of the termination of the optionee’s relationship with the Company. Payment of the exercise price of an option may be made by cash, by surrender of Shares having a fair market value equal to the exercise price, or by any other means that the Committee determines.

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     An optionee may be granted more than one option under the 2002 Plan. The Committee will, in its discretion, determine (subject to the terms of the 2002 Plan) who will be granted options, the time or times at which options shall be granted, and the number of Shares subject to each option, whether the options are incentive options or nonqualified options, and the manner in which options may be exercised. In making such determination, consideration may be given to the value of the services rendered by the respective individuals, their present and potential contributions to the success of the Company and its subsidiaries and such other factors deemed relevant in accomplishing the purpose of the 2002 Plan. No options may be granted under the 2002 Plan after July 5, 2012.

Federal Income Tax Consequences

     The Company has been advised as follows regarding the federal income tax consequences with respect to the grant of the award and the grant and exercise of options and the payment in stock of the exercise price of options under the 2002 Plan.

     Optionees will not be taxed upon the grant of an option. At the time of exercise of an option other than an incentive option, the optionee generally will realize ordinary income equal to the excess of the fair market value of the Shares over the exercise price, the Company will be entitled to a deduction in the same amount (provided applicable reporting requirements are met), and the Shares so acquired will have a basis to the optionee equal to their fair market value. Upon the sale of any Shares so acquired, any gain or loss will result in a capital gain or loss measured by the difference between the optionee’s basis and the amount realized on such sale, provided the Shares are a capital asset in the hands of the holder.

     At the time of exercise of an incentive option, the optionee will realize no income and the Company will not be entitled to any deduction. However, the optionee generally will have an item of adjustment, for purposes of calculating alternative minimum taxable income, equal to the excess of the fair market value of the Shares at such time over the exercise price. Upon the sale of Shares acquired pursuant to the exercise of an incentive option, any gain or loss will result in a capital gain or capital loss (measured by the difference between the amount realized on such sale and the exercise price), provided the Shares sold are a capital asset in the hands of the holder. However, if at the time of sale or other disposition of such Shares, the optionee has held the Shares for less than one year, or less than two years have elapsed since the grant of the incentive option (a premature disposition), a portion (or all) of any gain will be taxed at ordinary income rates at the time of the disposition in an amount equal to the excess of the fair market value of the Shares on the date of exercise (or, if less, the amount realized upon disposition) over the exercise price, and the Company will be entitled to a deduction in the same amount.

     If an optionee uses previously acquired Shares to pay the exercise price of an option, the optionee will not ordinarily recognize any taxable income to the extent that the number of new Shares received upon exercise of the option does not exceed the number of previously acquired Shares so used. In non-recognition treatment applies to the payment for option Shares with previously acquired Shares, the tax basis of the option Shares received without recognition of taxable income is the same as the basis of the Shares surrendered as payment. If a greater number of Shares is received upon exercise than the number of Shares surrendered in payment of the options price, if an incentive option is being exercised, such excess Shares will have a zero basis in the hands of the optionee; if a non-qualified option is being exercised, the optionee will be required to include in gross income (and the Company will be entitled to deduct) an amount equal to the fair market value of the additional Shares on the date the non-qualified option is exercised less any cash paid for the Shares, and the excess Shares will have a basis equal to the fair market value of such Shares on the exercise date.

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     Moreover, if Shares previously acquired by exercise of an incentive option are transferred in connection with the exercise of an incentive option, and if, at the time of such transfer, the Shares so transferred have not been held for the holding period required in order to receive favorable treatment under the rules governing incentive options, such transfer will be treated as a premature disposition. Accordingly, with respect to the Shares so transferred, an optionee will recognize ordinary income under the rules governing a premature disposition discussed earlier. Nonetheless, the Shares acquired upon exercise can still qualify for incentive option treatment, if all of the other incentive option requirements are fulfilled.

New Plan Benefits

     The Company has committed to make the following stock option grants under the 2002 Plan: 20,000 options to Dr. Louis R. Bucalo, Chairman, President and Chief Executive Officer, 68,036 options to Mr. Robert E. Farrell, Executive Vice President and Chief Financial Officer, and 170,000 options to the Company’s non-executive group of directors.

     The 2002 Plan may be amended or terminated by the Board at any time, provided that no amendment requiring stockholder approval by law or by the rules of the American Stock Exchange or any other market in which Shares are traded may be made without stockholder approval, and further, that there shall be no amendment to the terms of any options under the 2002 Plan which would result in the repricing of an option, the cancellation of an option and substitution with an option with a lower exercise price or any similar amendment without stockholder approval. Also, no amendment or termination may materially adversely affect any outstanding option without the written consent of the optionee. The foregoing summary of the 2002 Plan is qualified in its entirety by the specific language of the 2002 Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL AND RATIFICATION OF THE 2002 STOCK OPTION PLAN.

PROPOSAL NO. 3

SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

     Subject to ratification by the stockholders, the Board of Directors has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Company for the fiscal year ending December 31, 2002. Ernst & Young LLP was the independent public accountant for Titan for its fiscal year ended December 31, 2001.

     A representative of Ernst & Young LLP is expected to be present at the annual meeting, with the opportunity to make a statement, if he or she desires to do so, and is expected to be available to respond to appropriate questions.

     If the selection of Ernst & Young LLP is not ratified, or if prior to the next annual meeting of stockholders such firm shall decline to act or otherwise become incapable of acting, or if its engagement shall be otherwise discontinued by the Board of Directors, the Board of Directors will appoint other independent auditors whose selection for any period subsequent to the next annual meeting will be subject to stockholder ratification at such meeting.

Audit Fees

     The fees billed by Ernst & Young LLP for professional services rendered for the audit of Titan’s annual financial statements for the fiscal year ended December 31, 2001 and the reviews of the financial statements included in Titan’s Quarterly Reports on Form 10-Q for the fiscal year totaled approximately $109,806.

Audit Related Fees

     The aggregate fees billed by Ernst & Young LLP for other audit related services rendered to Titan for the fiscal year ended December 31, 2001 totaled approximately $3,200.

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Financial Information Systems Design and Implementation Fees

     Ernst & Young did not perform any financial information systems design and implementation services for Titan for the fiscal year ended December 31, 2001.

All Other Fees

     The aggregate fees billed by Ernst & Young for other services rendered to Titan for the fiscal year ended December 31, 2001 totaled approximately $78,186. These services were primarily tax compliance and accounting advisory in nature.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF APPOINTMENT OF ERNST & YOUNG LLP AS TITAN’S INDEPENDENT AUDITORS FOR 2002.

GENERAL

     Management does not know of any matters other than those stated in this Proxy Statement that are to be presented for action at the meeting. If any other matters should properly come before the meeting, it is intended that proxies in the accompanying form will be voted on any such other matters in accordance with the judgment of the persons voting such proxies. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

     Titan will bear the cost of preparing, printing, assembling and mailing the proxy, Proxy Statement and other material which may be sent to Stockholders in connection with this solicitation. It is contemplated that brokerage houses will forward the proxy materials to beneficial owners at our request. In addition to the solicitation of proxies by use of the mail, officers and regular employees of Titan may solicit proxies without additional compensation, by telephone or telegraph. We do not expect to pay any compensation for the solicitation of proxies.

     Titan will provide without charge to each person being solicited by this Proxy Statement, on the written request of any such person, a copy of our Annual Report on Form 10-K for the year ended December 31, 2002 (as filed with the Securities and Exchange Commission) including the financial statements thereto. All such requests should be directed to Sunil Bhonsle, 400 Oyster Point Boulevard, Suite 505, South San Francisco, California 94080.

STOCKHOLDER PROPOSALS

     The Annual Meeting of Stockholders for the fiscal year ending December 31, 2002 is expected to be held in August 2003. All proposals intended to be presented at our next Annual Meeting of Stockholders must be received at our executive office no later than March 18, 2003, for inclusion in the Proxy Statement and form of proxy related to that meeting.

Dated: July 15, 2002

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EXHIBIT A

TITAN PHARMACEUTICALS, INC.

2002 STOCK OPTION PLAN

A-1

A-2

A-3

A-4

     The Company shall use all reasonable efforts to obtain any consent, approval or permit described above; provided, however, that except to the extent as may be specified in an Option Agreement with respect to any particular Option grant, the Company shall be under no obligation to register or qualify any shares subject to an Option under any federal or state securities law or on any exchange.

A-5

     For all purposes of the Plan and any Option granted hereunder, “employment” shall be defined in accordance with the provisions of Section 1.421-7(h) of the Income Tax Regulations (or any successor regulations). Notwithstanding the foregoing provisions, no ISO may be exercised after its expiration date.

A-6

A-7

A-8

PROXY

TITAN PHARMACEUTICALS, INC.
ANNUAL MEETING OF STOCKHOLDERS

     The undersigned hereby appoints Dr. Louis R. Bucalo or Sunil Bhonsle as proxy to represent the undersigned at the Annual Meeting of Stockholders to be held at 400 Oyster Point Boulevard, Suite 505, South San Francisco, California 94080 on August 15, 2002 at 9:00 a.m., local time, and at any adjournments thereof, and to vote the shares of Common Stock the undersigned would be entitled to vote if personally present, as indicated below.

     The shares of Common Stock represented by this proxy will be voted as directed; however, if no direction is given, the shares of Common Stock will be voted FOR the election of the nominees, FOR the approval and ratification of the 2002 Stock Option Plan and FOR the approval of the appointment of Ernst &Young LLP as the independent auditors of the Company.

     If any other business is presented at the meeting, this proxy will be voted by those named in this proxy in their best judgment. At the present time, the Board of Directors knows of no other business to be presented at the meeting.

(Please date, sign as name appears at the left, and return promptly. If the shares are registered in the names of two or more persons, each person should sign. When signing as Corporate Officer, Partner, Executor, Administrator, Trustee or Guardian, pleae give full title. Plus note any changes in your address alongside the address as it appears in the proxy.)