EXHIBIT
10.37
AMENDMENT
TO 7.0% (SUBJECT TO ADJUSTMENT) CONVERTIBLE PROMISSORY NOTES DUE APRIL 28,
2007
This
Amendment to 7.0% (Subject to Adjustment) Convertible Promissory Notes
previously Due September 13, 2005, dated as of April 24,2007 and currently
due
April 28, 2007 (the "Amendment"),
is by
and among Access Pharmaceuticals, Inc., a Delaware corporation (the
"Company"),
and
each of Oracle Partners LP, Oracle Institutional Partners LP, SAM Oracle
Investments Inc. and Oracle Offshore Ltd. (each, a "Holder"),
amending certain provisions of those certain 7.0% (Subject to Adjustment)
Convertible Promissory Notes Due April 28, 2007 (each as amended and in effect
from time to time, a "Note")
from
the Company to each Holder in the original principal amount of $2,524,500,
$698,500, $660,000 and $132,000, respectively. Terms not otherwise defined
herein which are defined in any Note shall have the same respective meanings
herein as therein.
WHEREAS,
the Company and each Holder have agreed to modify certain terms and conditions
of each Note as specifically set forth in this Amendment.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Amendment
to Each Note.
Each
Note is hereby amended as follows:
(a) The
title
of each Note is hereby deleted in its entirety and replaced with the
following:
"7.0%
(Subject to Adjustment) Convertible Promissory Note Due
June 12, 2007."
(b) All
references to "April 28, 2007" in each Note are hereby deleted and replaced
with
"June 12, 2007."
2. Condition
to Effectiveness.
This
Amendment shall not become effective until each Holder receives a counterpart
of
this Amendment executed by the Company.
3. Ratification,
Etc.
Except
as expressly amended hereby, all terms and conditions of each Note, as amended,
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. Each Note and this Amendment shall be read and construed
as a
single agreement. All references to any Note shall hereafter refer to such
Note,
as amended hereby.
4. No
Waiver.
Nothing
contained herein shall constitute a waiver of, impair or otherwise affect,
any
obligation of the Company under any Note or any rights of any Holder consequent
thereon.
5. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original but which together shall constitute one and the same
instrument.
6. Governing Law.
This
amendment shall be governed by, and construed in accordance with, the laws
of
the State of Texas (without reference to conflict of laws).
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remainder of this page is left blank intentionally]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as a document
under seal as of the date first above written.
Company:
ACCESS
PHARMACEUTICALS, INC.
By:
/s/
Stephen B. Thompson
Name:
Stephen B. Thompson
Title:
Vice President Chief Financial Officer
Holders:
ORACLE
PARTNERS LP
By:
/s/
Joel Liffmann
Name:
Joel Liffmann
Title:
Authorized Agent
ORACLE
INSTITUTIONAL PARTNERS LP
By:
/s/
Joel Liffmann
Name:
Joel Liffmann
Title:
Authorized Agent
SAM
ORACLE INVESTMENTS INC.
By:
/s/
Joel Liffmann
Name:
Joel Liffmann
Title:
Authorized Agent
ORACLE
OFFSHORE LTD.
By:
/s/
Joel Liffmann
Name:
Joel Liffmann
Title:
Authorized Agent