EXHIBIT
10.38
AMENDMENT
TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
27,
2007
This
Amendment, dated April 26, 2007, (the “Amendment”) amends certain provisions of
the Amended and Restated 7.5% Secured Convertible Promissory Note in the
original principal amount of $4,000,000.00, issued by Access Pharmaceuticals,
Inc., a Delaware corporation (the "Company")
(No.
PN-2006-1-1AR), due April 27, 2007 and dated as of March 30, 2007 (the “Note”),
and is by and between the Company and SCO Capital Partners LLC ("Holder").
Terms
not otherwise defined herein which are defined in the Note shall have the same
respective meanings herein as therein.
WHEREAS,
the Company and Holder have agreed to modify certain terms and conditions of
the
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 the Note.
The
Note is hereby amended as follows:
a. All
references to "April 27, 2007" in each Note are hereby deleted and replaced
with
"June 11, 2007”; and
b. The
first
paragraph of Section 1(a) of the Note is revised by inserting the following
language at the end thereof:
“In
order
for any repayment of this Note, other than a Prepayment with respect to which
Section 1(c) below applies, to be effective, the Company shall give not less
than five (5) business days prior written notice to the Payee stating that
it
intends to make such repayment and certifying that it reasonably believes it
will be able to do so (a “Repayment
Notice”).
Nothing herein shall limit the right of the Payee to convert this Note into
Common Stock at any time after receipt of the Repayment Notice and prior to
the
time at which repayment is received.”
2. Condition
to Effectiveness.
This
Amendment shall not become effective until Holder receives a counterpart of
this
Amendment executed by the Company.
3. Ratification,
Etc.
Except
as expressly amended hereby, all terms and conditions of the Note, as amended,
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The obligations under the Note shall be deemed to be
continuously outstanding and shall not be deemed to have been repaid and
readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
be read and construed as a single agreement. All references to the Note shall
hereafter refer to such Note, as amended hereby.
4. No
Novation.
THE
COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
OF
THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS NOTE NOR THE TRANSACTIONS
CONTEMPLATED HEREBY TO BE, AND THIS NOTE AND THE TRANSACTION CONTEMPLATED HEREBY
SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH THE NOTE.
5. 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.
6. 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.
7. Governing Law.
This
amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York (without reference to conflict of laws).
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
Holder:
By:
/s/
Steven H. Rouhandeh
Name:
Steven H. Rouhandeh
Title:
Chairman
AMENDMENT
TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
27,
2007
This
Amendment, dated April 26, 2007, (the “Amendment”) amends certain provisions of
the Amended and Restated 7.5% Secured Convertible Promissory Note in the
original principal amount of $400,000.00, issued by Access Pharmaceuticals,
Inc., a Delaware corporation (the "Company")
(No.
PN-2006-FO1-1AR), due April 27, 2007 and dated as of March 30, 2007 (the
“Note”), and is by and between the Company and SCO Capital Partners LLC
("Holder").
Terms
not otherwise defined herein which are defined in the Note shall have the same
respective meanings herein as therein.
WHEREAS,
the Company and Holder have agreed to modify certain terms and conditions of
the
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 the Note.
The
Note is hereby amended as follows:
a. All
references to "April 27, 2007" in each Note are hereby deleted and replaced
with
"June 11, 2007”; and
b. The
first
paragraph of Section 1(a) of the Note is revised by inserting the following
language at the end thereof:
“In
order
for any repayment of this Note, other than a Prepayment with respect to which
Section 1(c) below applies, to be effective, the Company shall give not less
than five (5) business days prior written notice to the Payee stating that
it
intends to make such repayment and certifying that it reasonably believes it
will be able to do so (a “Repayment
Notice”).
Nothing herein shall limit the right of the Payee to convert this Note into
Common Stock at any time after receipt of the Repayment Notice and prior to
the
time at which repayment is received.”
2. Condition
to Effectiveness.
This
Amendment shall not become effective until Holder receives a counterpart of
this
Amendment executed by the Company.
3. Ratification,
Etc.
Except
as expressly amended hereby, all terms and conditions of the Note, as amended,
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The obligations under the Note shall be deemed to be
continuously outstanding and shall not be deemed to have been repaid and
readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
be read and construed as a single agreement. All references to the Note shall
hereafter refer to such Note, as amended hereby.
4. No
Novation.
THE
COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
OF
THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS NOTE NOR THE TRANSACTIONS
CONTEMPLATED HEREBY TO BE, AND THIS NOTE AND THE TRANSACTION CONTEMPLATED HEREBY
SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH THE NOTE.
5. 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.
6. 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.
7. Governing Law.
This
amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York (without reference to conflict of laws).
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
Holder:
By:
/s/
Steven H. Rouhandeh
Name:
Steven H. Rouhandeh
Title:
Chairman
AMENDMENT
TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
27,
2007
This
Amendment, dated April 26, 2007, (the “Amendment”) amends certain provisions of
the Amended and Restated 7.5% Secured Convertible Promissory Note in the
original principal amount of $400,000.00, issued by Access Pharmaceuticals,
Inc., a Delaware corporation (the "Company")
(No.
PN-2006-DEC-1-1AR), due April 27, 2007 and dated as of March 30, 2007 (the
“Note”), and is by and between the Company and SCO Capital Partners LLC
("Holder").
Terms
not otherwise defined herein which are defined in the Note shall have the same
respective meanings herein as therein.
WHEREAS,
the Company and Holder have agreed to modify certain terms and conditions of
the
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 the Note.
The
Note is hereby amended as follows:
a. All
references to "April 27, 2007" in each Note are hereby deleted and replaced
with
"June 11, 2007”; and
b. The
first
paragraph of Section 1(a) of the Note is revised by inserting the following
language at the end thereof:
“In
order
for any repayment of this Note, other than a Prepayment with respect to which
Section 1(c) below applies, to be effective, the Company shall give not less
than five (5) business days prior written notice to the Payee stating that
it
intends to make such repayment and certifying that it reasonably believes it
will be able to do so (a “Repayment
Notice”).
Nothing herein shall limit the right of the Payee to convert this Note into
Common Stock at any time after receipt of the Repayment Notice and prior to
the
time at which repayment is received.”
2. Condition
to Effectiveness.
This
Amendment shall not become effective until Holder receives a counterpart of
this
Amendment executed by the Company.
3. Ratification,
Etc.
Except
as expressly amended hereby, all terms and conditions of the Note, as amended,
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The obligations under the Note shall be deemed to be
continuously outstanding and shall not be deemed to have been repaid and
readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
be read and construed as a single agreement. All references to the Note shall
hereafter refer to such Note, as amended hereby.
4. No
Novation.
THE
COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
OF
THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS NOTE NOR THE TRANSACTIONS
CONTEMPLATED HEREBY TO BE, AND THIS NOTE AND THE TRANSACTION CONTEMPLATED HEREBY
SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH THE NOTE.
5. 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.
6. 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.
7. Governing Law.
This
amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York (without reference to conflict of laws).
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
Holder:
By:
/s/
Steven H. Rouhandeh
Name:
Steven H. Rouhandeh
Title:
Chairman
AMENDMENT
TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
27,
2007
This
Amendment, dated April 26, 2007, (the “Amendment”) amends certain provisions of
the Amended and Restated 7.5% Secured Convertible Promissory Note in the
original principal amount of $500,000.00, issued by Access Pharmaceuticals,
Inc., a Delaware corporation (the "Company")
(No.
PN-2006-2-1AR), due April 27, 2007 and dated as of March 30, 2007 (the “Note”),
and is by and between the Company and Beach Capital LLC ("Holder").
Terms
not otherwise defined herein which are defined in the Note shall have the same
respective meanings herein as therein.
WHEREAS,
the Company and Holder have agreed to modify certain terms and conditions of
the
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 the Note.
The
Note is hereby amended as follows:
a. All
references to "April 27, 2007" in each Note are hereby deleted and replaced
with
"June 11, 2007”; and
b. The
first
paragraph of Section 1(a) of the Note is revised by inserting the following
language at the end thereof:
“In
order
for any repayment of this Note, other than a Prepayment with respect to which
Section 1(c) below applies, to be effective, the Company shall give not less
than five (5) business days prior written notice to the Payee stating that
it
intends to make such repayment and certifying that it reasonably believes it
will be able to do so (a “Repayment
Notice”).
Nothing herein shall limit the right of the Payee to convert this Note into
Common Stock at any time after receipt of the Repayment Notice and prior to
the
time at which repayment is received.”
2. Condition
to Effectiveness.
This
Amendment shall not become effective until Holder receives a counterpart of
this
Amendment executed by the Company.
3. Ratification,
Etc.
Except
as expressly amended hereby, all terms and conditions of the Note, as amended,
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The obligations under the Note shall be deemed to be
continuously outstanding and shall not be deemed to have been repaid and
readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
be read and construed as a single agreement. All references to the Note shall
hereafter refer to such Note, as amended hereby.
4. No
Novation.
THE
COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
OF
THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS NOTE NOR THE TRANSACTIONS
CONTEMPLATED HEREBY TO BE, AND THIS NOTE AND THE TRANSACTION CONTEMPLATED HEREBY
SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH THE NOTE.
5. 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.
6. 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.
7. Governing Law.
This
amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York (without reference to conflict of laws).
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
Holder:
By:
/s/
Steven H. Rouhandeh
Name:
Steven H. Rouhandeh
Title:
Chairman
AMENDMENT
TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
27,
2007
This
Amendment, dated April 26, 2007, (the “Amendment”) amends certain provisions of
the Amended and Restated 7.5% Secured Convertible Promissory Note in the
original principal amount of $500,000.00, issued by Access Pharmaceuticals,
Inc., a Delaware corporation (the "Company")
(No.
PN-2006-3-1AR), due April 27, 2007 and dated as of March 30, 2007 (the “Note”),
and is by and between the Company and Lake End Capital LLC ("Holder").
Terms
not otherwise defined herein which are defined in the Note shall have the same
respective meanings herein as therein.
WHEREAS,
the Company and Holder have agreed to modify certain terms and conditions of
the
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 the Note.
The
Note is hereby amended as follows:
a. All
references to "April 27, 2007" in each Note are hereby deleted and replaced
with
"June 11, 2007”; and
b. The
first
paragraph of Section 1(a) of the Note is revised by inserting the following
language at the end thereof:
“In
order
for any repayment of this Note, other than a Prepayment with respect to which
Section 1(c) below applies, to be effective, the Company shall give not less
than five (5) business days prior written notice to the Payee stating that
it
intends to make such repayment and certifying that it reasonably believes it
will be able to do so (a “Repayment
Notice”).
Nothing herein shall limit the right of the Payee to convert this Note into
Common Stock at any time after receipt of the Repayment Notice and prior to
the
time at which repayment is received.”
2. Condition
to Effectiveness.
This
Amendment shall not become effective until Holder receives a counterpart of
this
Amendment executed by the Company.
3. Ratification,
Etc.
Except
as expressly amended hereby, all terms and conditions of the Note, as amended,
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The obligations under the Note shall be deemed to be
continuously outstanding and shall not be deemed to have been repaid and
readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
be read and construed as a single agreement. All references to the Note shall
hereafter refer to such Note, as amended hereby.
4. No
Novation.
THE
COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
OF
THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS NOTE NOR THE TRANSACTIONS
CONTEMPLATED HEREBY TO BE, AND THIS NOTE AND THE TRANSACTION CONTEMPLATED HEREBY
SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH THE NOTE.
5. 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.
6. 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.
7. Governing Law.
This
amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York (without reference to conflict of laws).
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
Holder:
By:
/s/
Jeffrey B. Davis
Name:
Jeffrey B. Davis for
Title:
Lake End Capital
AMENDMENT
TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
27,
2007
This
Amendment, dated April 26, 2007, (the “Amendment”) amends certain provisions of
the Amended and Restated 7.5% Secured Convertible Promissory Note in the
original principal amount of $100,000.00, issued by Access Pharmaceuticals,
Inc., a Delaware corporation (the "Company")
(No.
PN-2006-FO2-1AR), due April 27, 2007 and dated as of March 30, 2007 (the
“Note”), and is by and between the Company and Lake End Capital LLC
("Holder").
Terms
not otherwise defined herein which are defined in the Note shall have the same
respective meanings herein as therein.
WHEREAS,
the Company and Holder have agreed to modify certain terms and conditions of
the
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 the Note.
The
Note is hereby amended as follows:
a. All
references to "April 27, 2007" in each Note are hereby deleted and replaced
with
"June 11, 2007”; and
b. The
first
paragraph of Section 1(a) of the Note is revised by inserting the following
language at the end thereof:
“In
order
for any repayment of this Note, other than a Prepayment with respect to which
Section 1(c) below applies, to be effective, the Company shall give not less
than five (5) business days prior written notice to the Payee stating that
it
intends to make such repayment and certifying that it reasonably believes it
will be able to do so (a “Repayment
Notice”).
Nothing herein shall limit the right of the Payee to convert this Note into
Common Stock at any time after receipt of the Repayment Notice and prior to
the
time at which repayment is received.”
2. Condition
to Effectiveness.
This
Amendment shall not become effective until Holder receives a counterpart of
this
Amendment executed by the Company.
3. Ratification,
Etc.
Except
as expressly amended hereby, all terms and conditions of the Note, as amended,
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The obligations under the Note shall be deemed to be
continuously outstanding and shall not be deemed to have been repaid and
readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
be read and construed as a single agreement. All references to the Note shall
hereafter refer to such Note, as amended hereby.
4. No
Novation.
THE
COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
OF
THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS NOTE NOR THE TRANSACTIONS
CONTEMPLATED HEREBY TO BE, AND THIS NOTE AND THE TRANSACTION CONTEMPLATED HEREBY
SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH THE NOTE.
5. 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.
6. 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.
7. Governing Law.
This
amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York (without reference to conflict of laws).
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
Holder:
By:
/s/
Jeffrey B. Davis
Name:
Jeffrey B. Davis for
Title:
Lake End Capital
AMENDMENT
TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
27,
2007
This
Amendment, dated April 26, 2007, (the “Amendment”) amends certain provisions of
the Amended and Restated 7.5% Secured Convertible Promissory Note in the
original principal amount of $100,000.00, issued by Access Pharmaceuticals,
Inc., a Delaware corporation (the "Company")
(No.
PN-2006-DEC-2-1AR), due April 27, 2007 and dated as of March 30, 2007 (the
“Note”), and is by and between the Company and Lake End Capital LLC
("Holder").
Terms
not otherwise defined herein which are defined in the Note shall have the same
respective meanings herein as therein.
WHEREAS,
the Company and Holder have agreed to modify certain terms and conditions of
the
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 the Note.
The
Note is hereby amended as follows:
a. All
references to "April 27, 2007" in each Note are hereby deleted and replaced
with
"June 11, 2007”; and
b. The
first
paragraph of Section 1(a) of the Note is revised by inserting the following
language at the end thereof:
“In
order
for any repayment of this Note, other than a Prepayment with respect to which
Section 1(c) below applies, to be effective, the Company shall give not less
than five (5) business days prior written notice to the Payee stating that
it
intends to make such repayment and certifying that it reasonably believes it
will be able to do so (a “Repayment
Notice”).
Nothing herein shall limit the right of the Payee to convert this Note into
Common Stock at any time after receipt of the Repayment Notice and prior to
the
time at which repayment is received.”
2. Condition
to Effectiveness.
This
Amendment shall not become effective until Holder receives a counterpart of
this
Amendment executed by the Company.
3. Ratification,
Etc.
Except
as expressly amended hereby, all terms and conditions of the Note, as amended,
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The obligations under the Note shall be deemed to be
continuously outstanding and shall not be deemed to have been repaid and
readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
be read and construed as a single agreement. All references to the Note shall
hereafter refer to such Note, as amended hereby.
4. No
Novation.
THE
COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
OF
THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS NOTE NOR THE TRANSACTIONS
CONTEMPLATED HEREBY TO BE, AND THIS NOTE AND THE TRANSACTION CONTEMPLATED HEREBY
SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH THE NOTE.
5. 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.
6. 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.
7. Governing Law.
This
amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York (without reference to conflict of laws).
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
Holder:
By:
/s/
Jeffrey B. Davis
Name:
Jeffrey B. Davis for
Title:
Lake End Capital