made to that certain Asset Sale Agreement
(the "Agreement"), dated as of
12, 2005, by and between Access Pharmaceuticals, Inc., a Delaware
("Access"), and ULURU Delaware
Inc., a Delaware
Capitalized terms used herein without definition have the meanings given
in the Agreement.
pursuant to Section 14.6 of
the Agreement, the Agreement may not be amended or modified in any respect
except by written instrument executed by each of the Parties; and
the Parties desire to amend the Agreement on the terms set forth
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Parties agree
1.1(kk) of the Agreement is hereby deleted in its entirety and replaced with
means, collectively the Aphthasol Product, the Mucoadhesive Product and the
ResiDerm Product and any product developed or sold under the License Agreement
or any product developed or sold under the Patents or Patent applications that
were transferred to ULURU pursuant to the Amendment to this Agreement, dated
of December 8, 2006, or any improvements or corollaries to the
3.1(b) and (c) of the
Agreement are hereby deleted in their entirety and replaced with the
Million Nine Hundred Thousand Dollars ($4,900,000) delivered to Access by ULURU
on December 8, 2006 and Three Hundred Fifty Thousand Dollars ($350,000)
delivered to Access by Uluru on April 8, 2007.
3.2(a) (i), (ii), (iii), (iv), (v) and (vi) are hereby each deleted in their
3.2(a)(vii) of the Agreement is amended as follows:
last milestone of such Section is hereby
changed from "$750,000" to "$875,000. "
4.2(b) of the Agreement is hereby deleted in its entirety and replaced with
4.2(d) of the Agreement is hereby deleted in its entirety.
of Patent Rights and Know-how.
Access hereby agrees to sell, assign, transfer, convey and deliver to Uluru
Uluru agrees to purchase from Access, all rights, title and interest of Access
and its Affiliates (other than those arising out of the License Agreement
attached to this Amendment as Exhibit A) in and to the patent
applications set forth on Exhibit B to this Amendment (the åNanoparticle
Patentsæ) and all know-how and trade secrets of Access relating to its
nanoparticle aggregate technology (other than know-how and trade secrets as
relate solely to intraperotinial, intratumoral, subcutaneous or intramuscular
drug delivery implants), free and clear of all Encumbrances (as defined in
Access shall take all necessary action in order to effect the conveyance of
Nanoparticle Patents to Uluru.
agrees that it shall be responsible for and shall pay for all costs for the
Nanoparticle Patents which are either (i) currently due or (ii) or amounts
payment of which has been extended as a result of grace periods (i.e.,
Payment. Access agrees to send payment to Zambon of $135,000 within two
business days of the date that the Uluru payment set forth in 1(b) above is
credited to Access’ account.
Releases. Each of Access and Uluru shall execute the Mutual Release
Agreement attached to this Amendment as Exhibit C.
Effectiveness. This Amendment shall not become effective until executed and
delivered by each of the Parties.
Except as expressly amended hereby, all terms and conditions of the Agreement
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The Agreement and this Amendment shall be read and construed
as a single agreement. All references to the Agreement shall hereafter refer
the Agreement, as amended hereby.
Waiver. Except as set
forth herein, nothing contained herein shall constitute a waiver of, impair
otherwise affect, any obligation of any Party or any rights of any Party
Amendment may be executed in one or more counterparts, each of which shall
deemed an original but which together shall constitute one and the same
amendment shall be governed by, and construed in accordance with, the laws
the State of Delaware without giving effect to principles of conflict of
party shall have the right to review the other party’s press release relating to
this Amendment prior to the release of any such press release.
President, Chief Financial Officer