Exhibit 10.28


    

      LICENSE
        AND SUPPLY AGREEMENT AMENDMENT

      


      This
        LICENSE AND SUPPLY AGREEMENT AMENDMENT (this “Amendment”)
        is
        made and entered into as of this 18th day of November, 2005 (the “Effective
        Date”),
        between Discus Dental Inc., a corporation organized and existing under the
        laws
        of California (“DISCUS”)
        and
        Uluru, Inc., (“ULURU”)
        a
        corporation organized and existing under the laws of Delaware and successor
        in
        interest to Access Pharmaceuticals, Inc. (“ACCESS”).

      


      RECITALS

      


      WHEREAS,
        ACCESS
        and DISCUS entered into a License and Supply Agreement dated April 15, 2005
        under which Access licensed certain rights to DISCUS (“the
        Agreement”).

      


      WHEREAS,
        ULURU
        purchased the topical product assets of ACCESS, including but not limited
        to the
        proprietary oral paste and the proprietary oral mucoadhesive, erodible patch
        that contains amlexanox as the active ingredient for the prevention ad treatment
        of canker sores, and has obtained United States Patents No. 6,585,997 and
        No.
        5,362,737 and an assignment of ACCESS’ rights and liabilities under the
        Agreement.

      


      WHEREAS,
        DISCUS
        consents, to the extent required, to the assignment of the Agreement to
        ULURU.

      


      


      WHEREAS,
        ULURU
        and DISCUS agree that the provision of the Agreement that contemplated DISCUS
        purchasing an equity investment in ACCESS (Section F of Exhibit F) shall
        be null
        and void and DISCUS shall have no such right or obligation to pay the associated
        $750,000 for the purchase of such equity.

      


      WHEREAS,
        originally in the Agreement, DISCUS was granted the right to market, to offer
        for sale, sell and import Aphthasol in the Professional Channel only, during
        the
        Single Channel Period.

      


      WHEREAS,
        ULURU
        and DISCUS agree to amend the Agreement to grant Discus the immediate right
        to
        market, to offer for sale, sell and import Aphthasol in both the Professional
        Channel and the Pharmacy Channel within

      


      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and agreements set forth herein, and
        for
        good and valuable consideration the receipt and sufficiency of which are
        hereby
        acknowledged, the parties hereto hereby agree as follows:

      


      1. DEFINITIONS

      


      
        	
                1.1

              	
                Definitions.
                  As used in this Agreement, the following capitalized terms have
                  the
                  meanings indicated below:

              


      

      


      

        
          	
                  1.1.1

                	
                  “ULURU”
                    has the meaning set forth in the Preamble. The term “ACCESS” shall
                    continue to be mused to refer to the licensor ULURU as the successor
                    in
                    interest to ACCESS for consistency with the terms used in the
                    Agreement.

                


        

        


        
          	
                  1.1.2

                	
                  Construction
                    of Terms. Unless defined otherwise herein, all capitalized terms
                    shall
                    have the same meaning as capitalized terms defined in the
                    Agreement.

                


        

        


        
          	
                  2.

                	
                  SUPPLY

                


        

        


        
          	
                  2.1

                	
                  Grant
                    of License.

                


        

        


        

          
            	
                    2.1.1

                  	
                    Section
                      2.1 of the Agreement shall be amended to read as
                      follows:

                  


          

“Subject
          to the terms and conditions of this Agreement, ACCESS hereby grants to
          DISCUS
          the exclusive right and license for applications of Products in the Field,
          in
          the Territory, under ACCESS’s Intellectual Property Rights during theTerm of
          this Agreement (a) to market, to offer for sale, sell and import Aphthasol
          in
          the Professional Channel and the Pharmacy Channel and (b) to market, to
          offer
          for sale, sell and import OraDisc A and all Products; provided that all
          of such
          foregoing rights and licenses are limited to such use as is necessary for
          DISCUS
          to market, offer for sale, sell and import the Products for applications
          in the
          Field in the Territory in accordance with this Agreement. Except as expressly
          granted herein, ACCESS retains all rights in ACCESS’s Intellectual Property
          Rights and the Products. Notwithstanding the foregoing, ACCESS specifically
          reserves for itself and its agents and subcontractors the right under ACCESS’s
          Intellectual Property Rights to develop, modify, and manufacture the Products,
          and to perform its rights, activities and obligations under this Agreement,
          provided that, subject to Section 2.9, all developments and modifications
          of the
          Products for use in the Field shall be Products and shall be covered by
          the
          license hereunder.

      

      


      5.4 Royalty
        Payments.

      


      5.4.1 Paragraph
        C of Exhibit F shall be amended to read as follows:

      


      5.4.1.1 “During
        the Single Channel Period: For Sales in the professional Channel, $3.70
        multiplied by the total Net Unit Sales of the 5 gram tube of Aphthasol or
        $3.45
        multiplied by the total Net Unit Sales of the 3 gram tube of Aphthasol, provided
        that D1SCUS may, in its sole discretion, create and distribute portions of
        Aphthasol to third parties in packages containing 3 grams or less (“Samples”) on
        a royalty free basis provided that such Samples are (i) provided to third
        parties free of charge and (ii) clearly marked as “sample not for resale”.
        ACCESS agrees that Samples will be supplied to DISCUS at no more than Standard
        Cost.

      


      5.4.1.2 During
        the Single Channel Period: For Sales in Pharmacy Channel, $12.00 multiplied
        by
        the total Net Unit Sales of the 5 gram tube or 3 gram tube of Aphthasol up
        to a
        maximum of 3,100 per calendar month in Net Unit Sales; thereafter royalties
        owed
        shall be defined by Section 5.4.1.1 above.

      


      5.4.1.3 After
        the
        Single Channel period but prior to expiration or invalidation of U.S. Patent
        No.
        5,362,737: (i) 15% of Net Sales of Aphthasol achieved through the Pharmacy
        Channel, (ii) 10% of Net Sales of Aphthasol achieved through the Professional
        Channel, and (iii) 7% of Net Sales of Aphthasol achieved through
        Over-the-Counter sales. 

      


      5.4.2 Paragraph
        F of Exhibit F of the Agreement shall be deleted in its entirety.

      


      
        	
                13.8

              	
                Integration.
                  Except to the extent stated in writing in this Amendment, the parties
                  do
                  not make any further modification to the Amended Agreement and
                  all terms
                  stated therein shall govern and
                  control.

              


      

      


      IN
        WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
        Date.

      


      


      
        	
                DISCUS
                  DENTAL, INC.

              	 	
                ULURU,
                  INC.

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	
                /s/
                  Ken Rosenblood

              	 	
                By:

              	
                /s/
                  Kerry P. Gray

              
	
                Name:

              	
                Ken
                  Rosenblood

              	 	
                Name:

              	
                Kerry
                  Gray

              
	
                Title:

              	
                COO

              	 	
                Title:

              	
                President
                  and CEO