Report of Ernst & Young LLP, Independent Auditors The Board of Directors and Stockholders Titan Pharmaceuticals, Inc. We have audited the accompanying consolidated balance sheets of Titan Pharmaceuticals, Inc. as of December 31, 2001 and 2000, and the related consolidated statements of opera- tions, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company’s manage- ment. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing stand- ards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reason- able assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures  in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made  by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consoli- dated financial position of Titan Pharmaceuticals, Inc. at December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years  in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. Palo Alto, California February 21, 2002 Ermtr pogir (a) Price Range of Securities Our common stock trades on the American Stock Exchange under the symbol TTP. The table below sets forth the high and low sales prices of our common stock as reported by the American Stock Exchange for the periods indicated. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS High Low Fiscal Year Ended December 31, 2001: First Quarter $39.650 $14.500 Second Quarter $38.000 $18.200 Third Quarter $30.350 $ 5.950 Fourth Quarter $10.490 $ 5.250 Fiscal Year Ended December 31, 2000: First Quarter $53.000 $15.000 Second Quarter $45.000 $18.875 Third Quarter $65.300 $33.000 Fourth Quarter $64.750 $31.400 (b) Approximate Number of Equity Security Holders The number of record holders of our common stock as of March 22, 2002 was approximately 152. Based on the last ADP search, we believe there are in excess of 8,000 beneficial holders of our common stock. (c) Dividends We have never paid a cash dividend on our common stock and anticipate that for the foreseeable future any earnings will be retained for use in our business and, accordingly, do not anticipate the payment of cash dividends. Thirty