Exhibit 10.22


    

      Execution
        Copy

      


      ASSET
        SALE AGREEMENT

       

      THIS
        ASSET SALE AGREEMENT (the "Agreement"),
        is
        made as of the 11th day of October, 2005, by and between ULURU, Inc., a Delaware
        corporation ("ULURU"),
        and
        Access Pharmaceuticals, Inc., a Delaware corporation ("Access").
        ULURU
        and Access are sometimes individually referred to herein as the "Party"
        and
        collectively as the "Parties."

       

      BACKGROUND

       

      A. Access
        has certain right, title and interest in and to the Takeda License Agreement
        (as
        hereinafter defined) and the Purchased Assets (as hereinafter defined), which
        includes, without limitation, certain tangible and intangible property relating
        to the manufacture, use, sale and distribution of the Products (as hereinafter
        defined).

       

      B. ULURU
        desires to purchase and assume, and Access desires to sell and assign, the
        Purchased Assets and the Takeda License Agreement, respectively, pursuant
        to the
        terms and conditions of this Agreement.

       

      NOW,
        THEREFORE, in consideration of the promises and the mutual covenants,
        agreements, guarantees and representations herein contained and intending
        to be
        legally bound, ULURU and Access agree as follows:

       

      SECTION
        1  

       

      DEFINITIONS

       

      1.1  Definitions. 

       

      Where
        used in this Agreement the following words or phrases shall have the meanings
        set forth below:

       

      	(a)  	
              "Access"
                shall have the meaning set forth in the
                Preamble.

            


       

      	(b)  	
              "Access
                Trade Dress"
                means all trade dress relating to the Purchased Assets other than
                trade
                dress or marks relating to Access or its
                logo.

            


       

      	(c)  	
              "Access
                Trademarks"
                means (i) the Access name or any variations thereof or the names of
                any Access Affiliates or any variations thereof and (ii) all Trademarks,
                other than the Product Trademarks, currently used by Access or its
                Affiliates in connection with the manufacture, marketing, sale and
                distribution of their respective
                products.

            


       

      	(d)  	
              "Adverse
                Experience(s)"
                means any noxious, pathological or unintended change in anatomical,
                physiological or metabolic function as indicated by physical signs,
                symptoms and/or laboratory changes occurring in clinical trials,
                post-marketing surveillance, or clinical practice during use of the
                Products, or published in the medical literature, whether or not
                considered causally related to the Products. This includes an exacerbation
                of a pre-existing condition, intercurrent illness, drug interaction,
                significant worsening of a disease under investigation or treatment,
                and
                significant failure of expected pharmacological or biological
                action.

            


       

      	(e)  	
              "Affiliate",
                when used to indicate a relationship with any person or entity, means
                (i) any corporation, firm, partnership or other entity, whether de
                jure or de facto, which directly or indirectly owns, is owned by
                or is
                under common ownership with such person or entity to the extent of
                at
                least fifty percent (50%) of the equity (or such lesser percentage
                which
                is the maximum allowed to be owned by a foreign corporation in a
                particular jurisdiction) having the power to vote on or direct the
                affairs
                of the entity, or (ii) any person, firm, partnership, corporation or
                other entity actually controlled by, controlling or under common
                control
                with such person or entity.

            


       

      	(f)  	
              "Agency"
                or "Agencies"
                means any U.S. or foreign governmental regulatory authority responsible
                for granting approvals and clearance for manufacturing, marketing
                and sale
                of any Product.

            


       

      	(g)  	
              "Agreement"
                means this Asset Sale Agreement, together with the Schedules and
                Exhibits
                hereto, and any instrument amending this Agreement in accordance
                with
                Section 14.6; and the expression "Section" followed by a number refers
                to
                the specified Section of this Agreement.

            


       

      	(h)  	
              "Amlexanox"
                means the chemical compound of the formula
                2-amino-7-isopropyl-5-oxo-5H-[1]benzopyrano-[2,3-b]-pyridine-3-carboxylic
                acid (also known by Takeda Code No.:
                AA-673).

            


       

      	(i)  	
              "Ancillary
                Agreements"
                means any other agreement to be executed by ULURU and/or Access in
                connection with this Agreement, including, without limitation, the
                Bill of
                Sale and Assignment Agreement, the Product Patents Assignment, the
                Product
                Trademarks Assignment and the License Agreement.
                

            


       

      	(j)  	
              "Annual
                Net Sales"
                means gross revenues received by ULURU and its Affiliates on the
                worldwide
                sale of the Products in any calendar year, less (i) trade discounts
                actually allowed; and (ii) when borne by ULURU or its Affiliates
                in
                connection with the sale, transportation and handling charges; sales,
                use
                and excise taxes; import duties, tariffs or other governmental charges;
                and credits for claim or allowances, retroactive price reductions,
                refunds, returns, and recalls. There shall not be any imputed gross
                revenue for samples, free goods or other marketing programs whereby
                the
                Products are given away to induce sales thereof. For purposes of
                determining Annual Net Sales, a sale shall be deemed to have occurred
                when
                the sale is invoiced or when the applicable Product is delivered,
                whichever occurs first. In the case of the transfer or sale of the
                Products by ULURU to an Affiliate, or by ULURU or its Affiliate to
                their
                respective distributor, or subdistributor for sale by such Affiliate,
                distributor or subdistributor, Annual Net Sales shall be based upon
                the
                greater of the total invoice price charged by ULURU to such Affiliate,
                distributor, subdistributor or the total invoice price charged by
                such
                Affiliate, distributor or subdistributor to its customers. Annual
                Net
                Sales for countries outside the U.S. shall be calculated by converting
                to
                U.S. currency using the exchange rate in effect on the last business
                day
                of each quarter as published in the Wall Street Journal. Annual Net
                Sales
                shall also include Licensee Net Sales.

            


       

      	(k)  	
              "Aphthasol
                Product"
                means a topical oral paste formulation or mucoadhesive film formulation
                containing Amlexanox currently approved by the FDA for use in the
                treatment of aphthous ulcers.

            


       

      	(l)  	
              "Assumed
                Liabilities"
                has the meaning set forth in Section
                2.2(a).

            


       

      	(m)  	
              "Bill
                of Sale and Assignment Agreement"
                means the bill of sale to be executed by Access and delivered to
                ULURU at
                Closing, substantially in the form of Exhibit
                A
                attached hereto.

            


       

      	(n)  	
              "Closing"
                and "Closing
                Date"
                have the meaning set forth in Section
                13.1.

            


       

      	(o)  	
              "Cumulative
                Net Sales"
                means gross revenues received by ULURU and its Affiliates on the
                worldwide
                sale of the Products, less (i) trade discounts actually allowed;
                and (ii)
                when borne by ULURU or its Affiliates in connection with the sale,
                transportation and handling charges; sales, use and excise taxes;
                import
                duties, tariffs or other governmental charges; and credits for claim
                or
                allowances, retroactive price reductions, refunds, returns, and recalls.
                There shall not be any imputed gross revenue for samples, free goods
                or
                other marketing programs whereby the Products are given away to induce
                sales thereof. For purposes of determining Cumulative Net Sales,
                a sale
                shall be deemed to have occurred when the sale is invoiced or when
                the
                applicable Product is delivered, whichever occurs first. In the case
                of
                the transfer or sale of the Products by ULURU to an Affiliate, or
                by ULURU
                or its Affiliate to their respective distributor, or subdistributor
                for
                sale by such Affiliate,
                distributor or subdistributor, Cumulative Net Sales shall be based
                upon
                the greater
                of the total invoice price charged by ULURU to such Affiliate,
                distributor, subdistributor or the total invoice price charged by
                such
                Affiliate, distributor or subdistributor to its customers. Cumulative
                Net
                Sales for countries outside the U.S. shall be calculated by converting
                to
                U.S. currency using the exchange rate in effect on the last business
                day
                of each quarter as
                published in
                the Wall
                Street Journal.
                Cumulative Net Sales shall also include Licensee Net
                Sales.

            


       

      	(p)  	
              "Dental
                Product"
                means [a
                product developed for use in the oral cavity or implanted in the
                oral
                cavity including implantation in teeth utilizing the Licensed
                Technology].

            


       

      	(q)  	
              "Encumbrance"
                has the meaning set forth in Section 5.3.

            


       

      	(r)  	
              "Excluded
                Assets"
                shall mean all assets of Access other than the Purchased Assets and
                the
                Assumed Liabilities and any assets or contracts that by their terms
                are
                not assignable.

            


       

      	(s)  	
              "Excluded
                Intellectual Property"
                means (i) Access Trademarks, (ii) the Access Trade Dress, (iii)
                the Licensed Technology and (iv) any Intellectual Property that does
                not relate to the Products.

            


       

      	(t)  	
              "FDA"
                means the U.S. Food and Drug
                Administration.

            


       

      	(u)  	
              "Finished
                Goods"
                means any Product packaged in sample and commercial sizes and ready
                for
                distribution to the ultimate customer.

            


       

      	(v)  	
              "Intellectual
                Property"
                means all (i) Patents and U.S. and other registered designs;
                (ii) U.S. and other mask works and copyrights in works of authorship
                of any type, including, but not limited to, computer software and
                industrial designs, registrations and applications for registration
                thereof; (iii) Trademarks and trade dress; (iv) trade secrets,
                know-how and other confidential or proprietary technical, business
                and
                other information, and all rights thereto in any and all jurisdictions,
                to
                limit the use or disclosure thereof; (v) rights to obtain and file
                for patents and registrations thereof; and (vi) rights to sue and
                recover damages or obtain injunctive relief for infringement, dilution,
                misappropriation, violation or breach
                thereof.

            


       

      	(w)  	
              "Inventory"
                means Access's inventory of Finished Goods, an electronic accounting
                of
                which is set forth on Schedule
                1.1(w)
                attached hereto. 

            


       

      	(x)  	
              "Liabilities"
                means any and all debts, liabilities and obligations, whether accrued
                or
                fixed, absolute or contingent, matured or unmatured, or determined
                or
                determinable, including those arising from any Claim or other action
                by a
                third party under any law, action or governmental order and those
                arising
                under any contract, agreement, arrangement, commitment or undertaking,
                or
                otherwise. For the purposes of this definition "Claim" shall mean
                any
                action (including, without limitation, any proceedings to establish
                insurance coverage), claim, suit, arbitration or governmental,
                administrative, or other proceeding or investigation or judgment
                or
                equitable relief.

            


       

      	(y)  	
              "License
                Agreement"
                means that certain License Agreement, substantially in the form of
                Exhibit
                B
                attached hereto, entered into by and between Access and ULURU as
                of the
                Closing Date, pursuant to which Access shall grant to ULURU a license
                to
                the Licensed Technology on the terms and conditions set forth
                therein.

            


       

      	(z)  	
              "Licensed
                Technology"
                means Access's nanoparticle aggregate technology, to which Access
                shall
                grant to ULURU a license pursuant to the License Agreement, as such
                technology is further described in the License
                Agreement.

            


       

      	(aa)  	
              "Licensee"
                means a licensee of, or other third party otherwise engaged by, ULURU
                or
                its Affiliates for the purpose of selling or distributing any
                Product.

            


       

      	(bb)  	
              "Licensee
                Net Sales"
                means
                gross revenues received by a Licensee on the
                sale of any Product as requested in the applicable license agreements
                as
                reported to Access or ULURU.
                There shall not be any imputed gross revenue for
                samples, free goods or other marketing programs whereby any Product
                is
                given away to induce sales thereof. For purposes of determining Licensee
                Net Sales, a sale shall be deemed to have occurred when the sale
                is
                invoiced
                or when a Product is delivered, whichever occurs first. In the case
                of the
                transfer or
                sale of
                a Product by the Licensee to an Affiliate, distributor or subdistributor
                of the Licensee for
                sales by such Affiliate, distributor or subdistributor, Licensee
                Net Sales
                shall be based upon the greater of the total invoice price charged
                by the
                Licensee to such Affiliate, distributor or subdistributor or the
                total
                invoice price charged by such Affiliate, distributor or subdistributor
                to
                its customers. Licensee Net Sales for countries outside the U.S.
                shall be
                calculated by converting to
                U.S. currency using the exchange rate in effect on the last business
                day
                of each month as
                published in
                the Wall
                Street Journal.

            


       

      	(cc)  	
              "Manufacturing
                Technology"
                means all technology, trade secrets, research and development, formulae,
                know-how, inventions, discoveries, processes, compositions, test
                procedures, manufacturing procedures, techniques, developments,
                enhancements and modifications, confidential, technical, or proprietary
                information and knowledge not generally known to the public, whether
                or
                not patentable, commercially useful, or reducible to writing or practice
                that enable Access to make, have made, use, offer for sale, sell
                and
                import any Product that is a Purchased Asset and are owned or controlled
                by Access as of the Closing Date; provided
                that Manufacturing Technology shall not include any Manufacturing
                Technology relating to any Excluded
                Assets.

            


       

      	(dd)  	
              "Marketing
                Materials"
                means those marketing materials used by Access solely with respect
                to the
                Products in the U.S. that are in existence as of the Closing Date,
                to the
                extent such materials are within the possession or control of Access
                and
                relate to the Purchased Assets, as set forth on Schedule
                1.1(dd).

            


       

      	(ee)  	
              "Material
                Adverse Effect"
                means an event, change or occurrence which, individually or together
                with
                any other event, change or occurrence, has a material adverse effect
                on
                the Purchased Assets taken as a whole, but shall not include (i) any
                adverse effect due to changes, after the date of this Agreement,
                in
                conditions generally affecting (A) the healthcare industry or
                (B) the worldwide, U.S. or European economy as a whole, (ii) any
                change or adverse effect caused by, or relating to, the announcement
                of
                this Agreement and the transactions contemplated by this Agreement
                or
                (iii) any adverse effect due to legal or regulatory changes effective
                after the date of this Agreement.

            


       

      	(ff)  	
              "Mucoadhesive
                Product"
                means an
                erodible multi-layer strip or patch which adheres to the teeth or
                the oral
                mucosa for the purpose of controlled delivery of an active ingredient
                either to the surface of the teeth or oral mucosa or for release
                of the
                active into the oral cavity.

            


       

      	(gg)  	
              "NDA"
                means a New Drug Application filed with the FDA pursuant to 21 C.F.R.,
                Part 314, and all supplements, amendments, revisions thereto and
                all
                correspondence between Access and FDA relative
                thereto.

            


       

      	(hh)  	
              "Party"
                or "Parties"
                shall have the meaning set forth in the
                Preamble.

            


       

      	(ii)  	
              "Patents"
                means all U.S. and foreign patents, patent applications and statutory
                invention registrations (which, for the purposes of this Agreement,
                shall
                be deemed to include provisional applications, invention disclosures,
                certificates of invention and applications for certificates of invention),
                including reissues, divisions, continuations, continuations-in-part,
                supplementary protection certificates, extensions and reexaminations
                thereof, all inventions disclosed therein, all rights therein provided
                by
                international treaties and conventions, and all rights to obtain
                and file
                for patents and registrations thereto.

            


       

      	(jj)  	
              "Premises
                Agreement"
                means that certain 2600 Stemmons Freeway License Agreement, to be
                entered
                into by and between Access and ULURU as of the Closing Date, substantially
                in the form of Exhibit E attached hereto, pursuant to which ULURU
                shall
                sublease from Access certain space at the premises located at 2600
                Stemmons Freeway, Dallas Texas.

            


       

      	(kk)  	
              "Products"
                means, collectively, the Aphthasol Product, the Mucoadhesive Product
                and
                the ResiDerm Product and any product developed or sold under the
                License
                Agreement, and any improvements or corollaries
                thereto.

            


       

      	(ll)  	
              "Product Intellectual
                Property"
                means (i) all Product Patents, (ii) all Product Trademarks,
                (iii) the Manufacturing Technology, (iv) the Product Trade
                Dress, (v) the Marketing Materials, (vi) the domain name
                "www.Aphthasol.biz" and (vii) all other Intellectual Property
                primarily related to the Products, but excluding (in all cases) Excluded
                Intellectual Property, Excluded Assets and the "Technology and Know
                How"
                of Takeda, as such term is defined in Section 1.6 of the Takeda License
                Agreement.

            


       

      	(mm)  	
              "Product
                Patents"
                means those Patents set forth on Schedule 1.1(ll) attached
                hereto.

            


       

      	(nn)  	
              "Product
                Patents Assignment"
                means that assignment agreement to be executed by Access and delivered
                to
                ULURU at Closing, substantially in the form of Exhibit C attached
                hereto.

            


       

      	(oo)  	
              "Product
                Registrations"
                means registrations required by applicable Agencies in the U.S. relating
                to the manufacture, sale and distribution of the Products in the
                U.S. and
                foreign countries, including, without limitation, NDAs relating to
                the
                Products.

            


       

      	(pp)  	
              "Product
                Trade Dress"
                means, collectively, the current trade dress of each of the Products,
                including, but not limited to, product packaging associated with
                the sale
                of the Products in the U.S., but excluding the Access Trade
                Dress.

            


       

      	(qq)  	
              "Product
                Trademarks"
                means those Trademarks set forth on Schedule 1.1(pp) attached
                hereto.

            


       

      	(rr)  	
              "Product
                Trademarks Assignment"
                means the assignment agreement to be executed by Access and delivered
                to
                ULURU at Closing, substantially in the form of Exhibit D attached
                hereto.

            


       

      	(ss)  	
              "Purchase
                Price"
                has the meaning set forth in
                Section 3.1.

            


       

      	(tt)  	
              "Purchased Assets"
                has the meaning set forth in Section
                2.1(a).

            


       

      	(uu)  	
              "ResiDerm
                Product"
                means a topical formulation utilizing the proprietary zinc technology,
                exemplified by Zindaclin, a zinc-clindamycin phosphate topical
                product.

            


       

      	(vv)  	
              "Retained
                Liabilities"
                has the meaning set forth in Section
                2.2(b).

            


       

      	(ww)  	
              "Scientific
                and Regulatory Material"
                means all technological, scientific, chemical, biological,
                pharmacological, toxicological, regulatory and clinical trial materials
                and information primarily related to the Products and all rights
                thereto
                in any and all jurisdictions to limit the use or disclosure thereof,
                to
                the extent such materials are within the possession or control of
                Access.

            


       

      	(xx)  	
              "Takeda"
                means Takeda Chemical Industries, Ltd.

            


       

      	(yy)  	
              "Takeda
                License Agreement"
                means the agreement, dated November 12, 1987, by and between Takeda
                and
                Chemex Pharmaceuticals, Inc. ("Chemex"), which is currently known
                as
                Access, a copy of which is attached hereto as Exhibit
                F.

            


       

      	(zz)  	
              "Tax"
                or "Taxes" means any domestic, foreign, national, regional or local
                income, gross receipts, payroll, withholding, license, unemployment,
                premium, excise, real or personal property, capital stock, franchise,
                profits, environmental, unemployment disability, social security,
                severance, value added, sales, use, transfer, registration, alternative
                or
                add-on minimum, estimated or any other tax or similar governmental
                charge
                of any kind whatsoever, including interest, penalties, and additions
                to
                tax with respect thereto, whether disputed or
                not.

            


       

      	(aaa)  	
              "Tooth
                Whitening Product" means a Mucoadhesive Product formulated with an
                active
                ingredient which adheres to the surface of teeth to enhance the whiteness
                of the tooth surface.

            


       

      	(bbb)  	
              "Tax
                Return"
                means any return, declaration, report, claim for refund, or information
                return or statement relating to Taxes, including any schedule or
                attachment thereto, and including any amendment
                thereof.

            


       

      	(ccc)  	
              "Trademarks"
                means all U.S. and other trademarks, trade names, brand names, logotypes,
                symbols, service marks, designs, domain names, URLs and tradenames,
                including registrations and applications for registrations thereof
                and all
                renewals, modifications and extensions
                thereof.

            


       

      	(ddd)  	
              "Transition
                Team"
                shall have the meaning set forth in Section
                8.2.

            


       

      	(eee)  	
              "ULURU"
                shall have the meaning set forth in the
                Preamble.

            


       

      	(fff)  	
              "U.S."
                means the United States of America, its territories and possessions,
                including without limitation the Commonwealth of Puerto Rico and
                the
                District of Columbia.

            


       

      In
        this
        Agreement, words importing the singular number shall include the plural and
        vice
        versa, words importing a specific gender shall include the other genders
        and
        references to persons shall include corporations and one or more persons,
        their
        heirs, executors, administrators or assigns as the case may be. References
        to
        "including" shall mean "including but not limited to".

       

      	1.2  	
              Currency.All
                currency amounts referred to in this Agreement are in U.S.
                Dollars.

            


       

      	1.3  	
              Headings,
                Etc.The
                division of this Agreement into Sections and the insertion of headings
                are
                for convenience of reference only and shall not affect the interpretation
                hereof.

            


       

      SECTION
        2

       

      PURCHASED
        ASSETS; LIABILITIES

       

      2.1  Assets
        to Be Sold and Purchased.

       

      
        	 	
                (a)

              	
                Upon
                  the terms and subject to the conditions of this Agreement, Access
                  agrees
                  to sell, assign, transfer, convey and deliver to ULURU and ULURU
                  agrees to
                  purchase from Access, all rights, title and interest of Access
                  and its
                  Affiliates in and to the following assets, regardless of where
                  such assets
                  are situated (the "Purchased
                  Assets"),
                  free and clear of all Encumbrances, except as set forth on Schedule
                  5.3:
                  

              


      

       

      	(i)  	
              all
                Product Intellectual Property; 

            


      


      	(ii)  	
              the
                Product Registrations, to the extent
                transferable;

            


      


      	(iii)  	
              the
                Inventory;

            


      


      	(iv)  	
              the
                existing lists of all current trade/wholesale customers (including
                the
                address and contact information for each such customer) for the Products
                and the pricing of the Products for such customers; provided,
                however,
                that Access shall retain all rights of access and ownership of such
                information with respect to sales of Access's and Access's Affiliates'
                other products;

            


      


      	(v)  	
              copies
                of Access's files pertaining to the Product Registrations and
                correspondence with the FDA and other Agencies, in each case such
                as is in
                existence and in the possession or control of Access, as of the Closing
                Date;

            


      


      	(vi)  	
              all
                Marketing Materials;

            


      


      	(vii)  	
              all
                Scientific and Regulatory Material; 

            


      


      	(viii)  	
              the
                equipment, telephone numbers, internet or domain names or URL's associated
                with Access's development, manufacture or commercialization of any
                Product, as set forth on Schedule
                2.1(a)(viii);

            


      


      	(ix)  	
              all
                contracts or agreements associated with the development, manufacture,
                sale, license or commercialization of the Products that are by their
                terms
                assignable, except as set forth on Schedule
                2.1(a)(ix);
                

            


      


      	(x)  	
              records
                and files that relate to the Products manufacturing and manufacturing
                processes; 

            


      


      	(xi)  	
              all
                communications to and from third parties relating to the Products
                or the
                Product Intellectual Property; and

            


      


      	(xii)  	
              all
                laboratory notebooks specifically related to the Purchased Assets
                and
                copies of pages from notebooks which are not specifically related
                to the
                Purchased Assets which include scientific data and results related
                to the
                Purchased Assets.

            


      


      The
        Parties expressly agree and acknowledge that the Purchased Assets shall not
        include the Excluded Intellectual Property and the Excluded Assets and the
        Takeda License Agreement. 

       

      	(b)  	
              ULURU
                acknowledges and agrees that Access, at its own expense, may retain
                one
                (1) copy of all or part of the documentation that it delivers to
                ULURU in
                confidential, restricted ULURU files, for use in the event a dispute
                arises between the Parties hereunder, in connection with fulfilling
                its
                obligations under this Agreement or in order to comply with applicable
                law. 

            


       

      2.2  Liabilities.Except
        as
        set forth on Schedule 2.21
        attached
        hereto:

       

      	(a)  	
              ULURU
                agrees to assume, be responsible for and pay, perform and discharge,
                when
                due and whenever asserted, all Liabilities (other than the Retained
                Liabilities) existing or arising in connection with the Purchased
                Assets
                and the Products, but only to the extent that such Liabilities arise
                in
                respect of circumstances or events occurring on or after the Closing
                Date
                (collectively, the "Assumed
                Liabilities").
                In addition, ULURU shall assume, be responsible for and pay, perform
                and
                discharge, when due and whenever asserted, all costs, expenses, exchanges
                and rebates related to customer returns of any of the Products, including,
                without limitation, Finished Goods, which occur or arise after the
                Closing
                Date. The foregoing costs, expenses, exchanges and rebates related
                to
                customer returns of the Products shall be included within the definition
                of Assumed Liabilities. ULURU shall not assume any Liabilities relating
                to
                a breach contract, breach of warranty, tort, infringement or violation
                of
                law by Access, its Affiliates and/or its or their respective directors,
                officers, employees and agents occurring prior to the Closing Date
                and
                arising out of any charge, complaint, action, suit, proceeding, hearing,
                investigation, claim or demand.

            


       

      	(b)  	
              Access
                agrees to retain, be responsible for and pay, perform and discharge,
                when
                due and whenever asserted, all Liabilities (other than the Assumed
                Liabilities) arising in connection with the Purchased Assets and
                the
                Products, but only to the extent such Liabilities arise in respect
                of
                circumstances or events occurring prior to the Closing Date (collectively,
                the "Retained
                Liabilities").
                Notwithstanding the foregoing, Access shall not be responsible for
                any
                costs, expenses, exchanges and rebates relating to customer returns
                of the
                Products, including, without limitation, Finished Goods, occurring
                after
                the Closing Date. Access shall not retain any Liabilities relating
                to a
                breach of contract, breach of warranty, tort, infringement or violation
                of
                law by ULURU, its Affiliates and/or its or their respective directors,
                officers, employees, agents or Licensees, occurring as of and after
                the
                Closing Date and arising out of any charge, complaint, action, suit,
                proceeding, hearing, investigation, claim or
                demand.

            


       

      	(c)  	
              Subject
                to the provisions of Section 9 below, ULURU shall be responsible
                for all
                Liabilities whatsoever other than the Retained
                Liabilities.

            


       

      	(d)  	
              Subject
                to the provisions of Section 9 below, Access shall be responsible for
                all Liabilities whatsoever other than the Assumed
                Liabilities.

            


       

      	2.3  	
              Proration.Access
                and ULURU agree to prorate as of the Closing Date any amounts under
                any
                license agreement or other agreement relating to the Products which
                become
                due and payable after the Closing Date to the extent the benefit
                is
                attributable to the period prior to the Closing Date.
                

            


       

      	2.4  	
              Ancillary
                Agreements.Access
                and ULURU acknowledge that this Agreement does not act as a conveyance,
                transfer or assignment of any property but that all of the Purchased
                Assets and the Takeda License Agreement are conveyed, transferred
                or
                assigned by way of the Bill of Sale and Assignment Agreement, the
                Product
                Patents Assignment, the Product Trademarks Assignment and other documents
                delivered pursuant to the terms of this
                Agreement.

            


       

      	2.5  	
              Takeda
                License Agreement.

            


       

      	(a)  	
              Upon
                the terms and subject to the conditions of this Agreement, and
                notwithstanding anything to the contrary contained herein, Access
                agrees
                to assign, transfer, convey and deliver to ULURU
                and ULURU agrees to assume from Access, on the Closing Date, all
                rights,
                Liabilities (other than the Retained Liabilities), title and interest
                of
                Access and its Affiliates in and to the Takeda License Agreement,
                free and
                clear of all Encumbrances, except as set forth in Schedule
                5.3.

            


       

      	(b)  	
              ULURU
                agrees to assume, be responsible for and pay, perform and discharge,
                when
                due and whenever asserted, all Liabilities existing or arising in
                connection with the Takeda License Agreement, but only to the extent
                that
                such Liabilities arise in respect of circumstances or events occurring
                on
                or after the Closing Date.

            


       

      
        	 	
                (c)

              	
                Access
                  agrees to retain, be responsible for and pay, perform and discharge,
                  when
                  due and whenever asserted, all Liabilities arising in connection
                  with the
                  Takeda License Agreement, but only to the extent such Liabilities
                  arise in
                  respect of circumstances or events occurring prior to the Closing
                  Date.
                  

              


      

       

      
        	 	
                (d)

              	
                ULURU
                  shall be solely responsible for accounting and payment to Takeda,
                  in
                  accordance with Article VIII of the Takeda License Agreement, of
                  any
                  royalties payable to Takeda under the Takeda License Agreement
                  on Access's
                  Net Sales (as defined in the Takeda License Agreement) of the Aphthasol
                  Product after the Closing Date. ULURU shall deliver to Access a
                  copy of
                  any statement or royalty report required to be provided to Takeda
                  which
                  accounts for royalties payable to Takeda on Access's Net Sales
                  (as defined
                  in the Takeda License Agreement) of the Aphthasol
                  Product.

              


      

       

      	2.6  	
              Third
                Party Consents.Notwithstanding
                anything herein to the contrary, the Parties acknowledge and agree
                that
                Access will not assign to ULURU any contract or agreement that by
                its
                terms requires, prior to such assignment, the consent of any other
                contracting party thereto unless such consent has been obtained.
                With
                respect to each such contract or agreement not assigned on the Closing
                Date, after the Closing Date Access shall, at ULURU's sole expense,
                continue to deal with the other contracting party(ies) to such contract
                or
                agreement as the prime contracting party, and ULURU and Access shall
                use
                their best efforts to obtain the consent of all required parties
                to the
                assignment of such contract or agreement. Such contract or agreement
                shall
                be promptly assigned by Access to ULURU after receipt of such consent
                after the Closing Date, and upon such assignment shall be deemed
                a
                Purchased Asset. Notwithstanding the absence of any such consent,
                ULURU
                shall be entitled to the benefits and subject to the burdens of any
                such
                contract or agreement accruing after the Closing Date, and ULURU
                agrees to
                perform all of the obligations of Access to be performed under any
                such
                contract or agreement after the Closing Date and to indemnify the
                Access
                Indemnified Parties (as defined in Section 9.1) against any Losses
                (as
                defined in Section 9.1) as a result of such performance or any
                non-performance by ULURU of any such contract or
                agreement.

            


       

      SECTION
        3  

       

      PURCHASE
        PRICE
        AND OTHER PAYMENTS

       

      	3.1  	
              Purchase
                Price.
                The
                Purchase Price payable in consideration for the acquisition of the
                Purchased Assets shall be Thirteen Million Four Hundred Thousand
                Dollars
                ($13,400,000) (the "Purchase
                Price").
                Such Purchase Price shall be paid by ULURU to Access as
                follows:

            


       

      	(a)  	
              Eight
                Million Seven Hundred Thousand Dollars ($8,700,000) delivered to
                Access by
                ULURU at the Closing; provided that ULURU may deliver on behalf of
                Access
                an aggregate of up to $2,994,766.80 of such amount to Cornell Capital
                Partners, LP and Highgate House Funds, Ltd. (plus an additional $504.96
                for each day after October 11, 2005) in order to retire the Secured
                Debentures of Access due March 30, 2006 held by Cornell Capital Partners,
                LP and Highgate House Funds, Ltd.; 

            


       

      
        	 	
                (b)

              	
                Three
                  Million Seven Hundred Thousand Dollars ($3,700,000) delivered to
                  Access by
                  ULURU on the date that is twelve (12) months after the Closing
                  Date;
                  provided that Three Hundred Thousand Dollars ($300,000) of such
                  amount
                  shall be accelerated and paid earlier upon the occurrence of any
                  of
                  :

              


      

       

      (i) Notification
        from the FDA that no PDUFA fees are payable for the    Products
        for the fiscal year ending September 30, 2006, or

       

      (ii) ULURU
        entering into an agreement or understanding (oral or written) with either
        Takeda
        or Zambon Group to defer amounts due and payable by ULURU to such parties
        under
        the agreements with such parties that are Purchased Assets hereunder,
        or

       

      (iii) The
        consummation by ULURU on or prior to January 30, 2006 of the sale by ULURU
        in a
        Private Placement or PIPE offering, in one or more related transactions,
        of
        securities for an aggregate purchase price of at least Three Million Dollars
        ($3,000,000).  For
        purposes of clarity this excludes any proceeds related to any sale of securities
        under a Standby Equity Distribution Agreement with Cornell Capital or the
        initial financing of ULURU.

       

      (c) One
        Million Dollars ($1,000,000) upon the earliest to occur of:

       

      (i) The
        U.S.
        launch of OraDisc A (or its substantial equivalent); or

       

      (ii) The
        U.S.
        launch of OraDisc B (or its substantial equivalent); or

       

      (iii) The
        two
        (2) year anniversary of the date of this Agreement.

       

      3.2  Milestone
        Payments.
        

      


      	(a)  	
              In
                further consideration for the transactions contemplated under this
                Agreement and in addition to the Purchase Price, ULURU shall pay
                to Access
                the following non-refundable milestone payments in the form and manner
                described below:

            


      


      
        	 	
                (i)

              	
                Within
                  five (5) business days after ULURU commences Phase II clinical
                  testing of
                  any drug Product or pivotal testing of any device Product, other
                  than a
                  Dental Product, utilizing the Licensed Technology that is the subject
                  matter of the License Agreement, ULURU shall pay Access the sum
                  of Three
                  Hundred Seventy Five Thousand Dollars ($375,000);
                  

              


      

      


      
        	 	
                (ii)

              	
                Within
                  five (5) business days after ULURU commences Phase II clinical
                  testing of
                  any drug Product or pivotal testing of any device Product, other
                  than (A)
                  any Product for which it makes payment under Section 3.2(a)(i)
                  and/or (B)
                  a Dental Product, utilizing the Licensed Technology that is the
                  subject
                  matter of the License Agreement, ULURU shall pay Access the sum
                  of Three
                  Hundred Seventy Five Thousand Dollars
                  ($375,000);

              


      

      


      
        	 	
                (iii)

              	
                Within
                  five (5) business days after ULURU signs a license agreement (with
                  a third
                  party) regarding any Product, other than a Dental Product, utilizing
                  the
                  Licensed Technology that is the subject matter of the License Agreement,
                  ULURU shall pay Access the sum of Three Hundred Seventy Five Thousand
                  Dollars ($375,000);

              


      

      


      
        	 	
                (iv)

              	
                Within
                  five (5) business days after ULURU signs a license agreement (with
                  a third
                  party) regarding any Product, other than (A) any Product for which
                  it
                  makes payment under Section 3.2(a)(iii) and/or (B) a Dental Product,
                  utilizing the Licensed Technology that is the subject matter of
                  the
                  License Agreement, ULURU shall pay Access the sum of Three Hundred
                  Seventy
                  Five Thousand Dollars ($375,000);

              


      

      


      
        	 	
                (v)

              	
                Within
                  five (5) business days after ULURU signs a license agreement (with
                  a third
                  party) regarding any Product, other than any Product for which
                  it makes
                  payment under Sections 3.2(a)(iii) or (iv), utilizing the Product
                  Intellectual Property relating to the Mucoadhesive Product, ULURU
                  shall
                  pay Access the sum of Three Hundred Seventy Five Thousand Dollars
                  ($375,000);

              


      

      


      
        	 	
                (vi)

              	
                Within
                  five (5) business days after ULURU signs a license agreement (with
                  a third
                  party) regarding any Tooth Whitening Product utilizing the Product
                  Intellectual Property relating
                  to the Mucoadhesive Product, ULURU shall pay Access the sum of
                  Seven
                  Hundred Fifty Thousand Dollars ($750,000);
                  and

              


      

      


      
        	 	
                (vii)

              	
                ULURU
                  shall pay to Access the following payments based upon the achievement
                  of
                  the following (including, without limitation, the U.S.) Annual
                  Net Sales
                  or Cumulative Net Sales, as the case may be, of the Products by
                  ULURU, its
                  Affiliates and its and their respective Licensees after the Closing
                  Date
                  (including, without limitation, under the License Agreement):
                  

              


      

      


      
        	
                PAYMENT

                 

              	
                MILESTONE

                 

              
	
                $500,000

                 

              	
                On
                  achievement of Annual Net Sales of the Products of
                  $20,000,000

                 

              
	
                $1,125,000

                 

              	
                On
                  achievement of Annual Net Sales of the Products of
                  $40,000,000

                 

              
	
                $1,500,000

                 

              	
                On
                  achievement of Annual Net Sales for any one Product of
                  $20,000,000

                 

              
	
                $750,000

                 

              	
                On
                  achievement of Cumulative Net Sales of the Products of
                  $50,000,000

                 

              
	
                $750,000

                 

              	
                On
                  achievement of Cumulative Net Sales of the Products of
                  $100,000,000

                 

              


      

      


      ULURU
        hereby agrees and acknowledges that it shall not sell, assign, convey or
        otherwise transfer the Purchased Assets or this Agreement without the permitted
        assignee or transferee agreeing to be bound by all of the terms of this
        Agreement, including, without limitation, the payment obligations of this
        Section 3.

      


      	(b)  	
              Within
                ninety (90) days after the end of each calendar quarter, commencing
                with
                the first full calendar quarter following the Closing Date, ULURU
                shall
                submit to Access a written report setting forth the Annual Net Sales
                (to-date) and Cumulative Net Sales of each of the Products, respectively,
                for such quarter; provided,
                however,
                that the first such quarterly report shall include only Cumulative
                Net
                Sales for each of the Products from the Closing Date to the end of
                the
                first full calendar quarter following the Closing Date. In the event
                that
                a Licensee sells or distributes any of the Products, the sales report
                provided to Access by ULURU or its Affiliates pursuant to this Section
                3.2(b) shall also include a copy of the sales report from such Licensees
                for such calendar quarter. ULURU shall permit, and shall cause its
                Affiliates and its and their respective Licensees to permit, an
                independent certified public accounting firm (the "Auditor")
                of nationally recognized standing selected by Access and reasonably
                acceptable to ULURU, at Access's expense (except as set forth below),
                to
                have access upon reasonable notice during normal business hours to
                the
                records of ULURU and/or its Affiliates and its or their respective
                Licensees (subject to ULURU's rights under its license agreements)
                as may
                be reasonably necessary to verify the accuracy of the Annual Net
                Sales and
                Cumulative Net Sales reported by ULURU pursuant to this Section 3.2(b).
                When, in any quarterly report, one (1) of the Annual Net Sales or
                Cumulative Net Sales milestones set forth in Section 3.2(a)(vii)
                have been
                achieved, ULURU shall make the corresponding milestone payment to
                Access
                within ninety (90) days after the end of the calendar quarter in
                which the
                milestone is achieved. In the event that the Auditor, in the course
                of any
                review conducted pursuant this Section 3.2(b), discovers that ULURU
                underpaid, or failed to pay, Access of any of the milestone payments
                due
                Access under Section 3.2(a)(vii), (i) all expenses incurred by Access
                in
                connection with such review shall be borne entirely by ULURU and
                (ii) any
                payment required as a result of such review shall be immediately
                paid to
                Access and shall bear interest from the date such amount should otherwise
                have been paid until the date of actual payment at the rate of ten
                percent
                (10%) per annum.

            


      


      	3.3  	
              Allocation
                of Purchase Price.The
                Purchase Price and all other amounts constituting consideration hereunder
                shall be allocated among the Purchased Assets, and otherwise as the
                Parties shall have agreed, in the manner set forth on Exhibit G
                attached hereto. Except as otherwise required by applicable law,
                each of
                the Parties agrees to report (and to cause its Affiliates to report)
                the
                transactions contemplated by this Agreement in a manner consistent
                with
                the terms of this Agreement, including the allocation set forth on
                Exhibit
                G
                attached hereto, and agrees not to take any position inconsistent
                therewith in any Tax Return, in any refund claim, in any litigation
                or
                otherwise. Any subsequent adjustment to the Purchase Price shall
                be
                reflected in the allocation statement as revised by the Parties hereunder
                in a manner consistent with the allocation statement as originally
                prepared, except as otherwise required by applicable law. Exhibit
                G
                attached hereto shall be amended by the Parties to reflect any agreed
                upon
                changes to the allocation statement.

            


      


      	3.4  	
              Transfer
                Taxes;
                Withholding Taxes.All
                transfer, sales, value added, stamp duty and similar Taxes payable
                in
                connection with the transactions contemplated hereby shall be borne
                equally by Access and ULURU. Access shall pay all Taxes payable on
                any
                income or gain resulting from the sale of the Purchased Assets to
                ULURU. 

            


      


      SECTION
        4  

       

      PAYMENT
        TERMS

       

      4.1 Payment. ULURU
        shall pay the Purchase Price, in the installments set forth in
        Sections 3.1(a) and (b), and any and all milestone payments, if any, as set
        forth in Section 3.2, in cash by wire transfer of immediately available funds
        to
        a bank account or bank accounts to be designated by Access or its
        Affiliate.

       

      4.2 Post-Closing
        Adjustments. The
        Purchase Price set forth in Section 3.1 shall be subject to adjustment, as
        set forth in this Section 4.2, as follows: 

       

      
        	 	
                (a)

              	
                In
                  the event any consideration is payable during the period beginning
                  the
                  Closing Date and ending on the date that is twelve months thereafter
                  to
                  any person as a condition to the assignment of the Takeda License
                  Agreement to ULURU, the Purchase Price shall be reduced, on a
                  dollar-for-dollar basis, by the amount of such consideration and
                  the
                  payment payable by ULURU pursuant to Section 3.1(b) shall be reduced,
                  accordingly, on a dollar-for-dollar basis, up to a maximum of $1,000,000,
                  by the amount of such consideration and ULURU shall be entitled
                  to deduct
                  the actual amount of such payment from the amount due Access pursuant
                  to
                  Section 3.1(b). ULURU agrees and acknowledges that no post-Closing
                  adjustment shall be made under this Section 4.2(a) after the date
                  that is
                  twelve (12) months after the Closing
                  Date.

              


      

       

      
        	 	
                (b)

              	
                In
                  the event that the Parties do not obtain consent from Takeda to
                  the
                  assignment of the Takeda License Agreement by Access to ULURU,
                  and ULURU
                  incurs actual damages solely due to the failure to obtain such
                  assignment,
                  as ULURU's sole remedy, the Purchase Price shall be reduced, on
                  a
                  dollar-for-dollar basis, by the amount of such actual damages,
                  up to a
                  maximum of $1,000,000, and the payment payable by ULURU pursuant
                  to
                  Section 3.1(b) shall be reduced, accordingly, on a dollar-for-dollar
                  basis, by the amount of such actual damages and ULURU shall be
                  entitled to
                  deduct the actual amount of such actual damages from the amount
                  due Access
                  pursuant to Section 3.1(b).

              


      

       

      


       

      
        	 	
                (c)

              	
                Subject
                  to the following sentence, in the event Discus Dental, Inc. ("Discus")
                  terminates that certain license and supply agreement, dated April
                  15,
                  2005, by and between Discus and Access (the "Discus License"),
                  within
                  sixty (60) days of the Closing Date, as ULURU's sole remedy, the
                  Purchase
                  Price shall be reduced, on a dollar-for-dollar basis, by $500,000,
                  and the
                  payment payable by ULURU pursuant to Section 3.1(b) shall be reduced,
                  accordingly, on a dollar-for-dollar basis, by $500,000 and ULURU
                  shall be
                  entitled to deduct $500,000 from the amount due Access pursuant
                  to Section
                  3.1(b). Notwithstanding the foregoing, in the event that ULURU
                  licenses
                  the products and technology covered by the Discus License in the
                  United
                  States within eighteen (18) months of any such termination by Discuss
                  on
                  terms substantially similar to the Discus License, ULURU shall,
                  within
                  seven (7) days of receipt by ULURU of any consideration payable
                  to ULURU
                  under such license, pay to Access
                  $500,000.

              


      

       

      


       

      
        	 	
                (d)

              	
                In
                  the event that Access fails to make payments due to Kerry P. Gray
                  under
                  that certain Separation Agreement, dated as of May ___, 2005, by
                  and
                  between Access and Mr. Gray (the "Separation Agreement"), as ULURU's
                  and
                  Mr. Gray's sole remedy, the Purchase Price shall be reduced, on
                  a
                  dollar-for-dollar basis, by the amount of any such non-payment,
                  and the
                  payment payable by ULURU pursuant to Section 3.1(b) shall be reduced,
                  accordingly, on a dollar-for-dollar basis, by the amount of such
                  non-payment and ULURU shall be entitled to deduct the amount of
                  such
                  non-payment from the amount due Access pursuant to Section 3.1(b),
                  such
                  non-payment amount due from Access to be increased by a penalty
                  of 10% per
                  annum compounded monthly commencing on the date Access first fails
                  to make
                  a payment due under the Separation
                  Agreement.

              


      

       

      SECTION
        5

       

      REPRESENTATIONS
        AND WARRANTIES OF ACCESS

       

      Except
        to
        the extent modified or disclosed on the Schedules hereto and except to the
        extent that all representations and warranties in this Section 5 are modified
        and supplemented by the knowledge of ULURU and Kerry P. Gray (and no breach
        of
        any representation or warranty shall exist to the extent that ULURU or Kerry
        P.
        Gray has knowledge thereof), Access hereby represents and warrants to ULURU
        as
        follows: 

       

      	5.1  	
              Incorporation,
                Organization and Qualification of Access.Access
                is a corporation duly incorporated, validly existing and in good
                standing
                under the laws of the State of Delaware, and has the necessary corporate
                power to own, lease and operate its property and to carry on its
                business
                as now being conducted by it. Access is duly qualified and licensed
                to do
                business as a foreign corporation and is in good standing in every
                jurisdiction where the nature of the business conducted by it makes
                such
                qualification necessary, except where the failure to so qualify or
                be in
                good standing does not have a Material Adverse
                Effect.

            


      


      	5.2  	
              Authorization
                and Validity of Agreement.Access
                has the corporate power and legal authority to execute and deliver
                this
                Agreement and the Ancillary Agreements and to carry out its obligations
                hereunder and thereunder. The execution and delivery of this Agreement
                and
                the Ancillary Agreements and the performance of Access's obligations
                hereunder and thereunder have been duly and validly authorized by
                all
                necessary corporate action by Access, and no other corporate proceedings
                on the part of Access are necessary to authorize such execution,
                delivery
                and performance. This Agreement has been, and the other agreements
                to be
                executed by Access in connection with this Agreement will be, duly
                and
                validly executed by Access and constitute or will constitute, as
                the case
                may be, the valid and binding obligations of Access enforceable against
                Access in accordance with its or their terms, subject to bankruptcy,
                insolvency or similar laws of general application affecting the
                enforcement of rights of creditors, and subject to equitable principles
                limiting rights to specific performance or other equitable remedies,
                and
                subject to the effect of federal and state securities laws on the
                enforceability of indemnification provisions relating to liabilities
                arising under such laws. Execution of this Agreement, the Ancillary
                Agreements and any other agreements to be executed by Access in connection
                with this Agreement and consummation of the transactions contemplated
                hereby and thereby will not (a) result in the violation of or
                conflict with any of the terms and provisions of the articles of
                incorporation or by-laws of Access, (b) result in a violation or
                breach
                of, or constitute (with or without due notice or lapse of time or
                both) a
                default (or give rise to any right of termination, modification,
                cancellation or acceleration or loss of material benefits) under,
                any of
                the terms, conditions or provisions of any note, bond, mortgage,
                indenture, contract, agreement, permit, license, lease, purchase
                order,
                sales order, arrangement or other commitment or obligation to which
                Access
                is a party or may be subject or which is included in the Purchased
                Assets
                or (c) violate any order, writ, injunction, decree, statute, treaty,
                rule
                or regulation applicable to Access or the Purchased Assets, except,
                in the
                case of clauses (b) and (c), as would not have a Material Adverse
                Effect;
                provided,
                however,
                the Parties acknowledge that to the extent that any contract or agreement
                (including, without limitation, the Takeda License Agreement) is
                not
                assignable, as set forth on Schedule
                5.2,
                it shall be governed by Section 2.5, and such non-assignability shall
                not
                be deemed a breach of this Agreement.2

            


      


      	5.3  	
              Title
                to Purchased Assets.Except
                as set forth on Schedule
                5.3,
                Access is the owner of, and/or is the lawful holder of all rights
                to, the
                Purchased Assets with good, valid and marketable title thereto, free
                and
                clear of any mortgage, lien, charge, security interest, pledge,
                restriction on transferability, option, adverse claim or other encumbrance
                on title whatsoever (collectively, "Encumbrances"),
                and at the Closing, Access will transfer to ULURU good, valid and
                marketable title thereto, free and clear of all
                Encumbrances.

            


      


      	5.4  	
              Compliance
                With Law.Access
                has conducted and is currently conducting the manufacturing, processing,
                packaging, labeling, marketing and sale of the Products in the U.S.
                in
                compliance with all applicable laws, rules, regulations and court
                or
                administrative orders and processes. Except
                as would not have a Material Adverse Effect, Access has not received
                any
                written notice of violation of any applicable law, regulation or
                requirement relating to the Products or the Purchased Assets within
                the
                past three (3) years. 

            


      


      	5.5  	
              Litigation.Except
                as would not have a Material Adverse Effect, (a) there are no actions,
                suits, proceedings, investigations, arbitration proceedings or other
                proceedings pending or, to the best knowledge of Access, threatened
                against or affecting, in whole or in part, the Purchased Assets or
                the
                Products by or before any federal, state, municipal or other governmental
                department, commission, board, bureau, agency or instrumentality,
                domestic
                or foreign, or by or before any arbitrator, and (b) there is not
                currently
                outstanding against Access any judgment, decree, injunction, rule,
                settlement, order or award of any court, governmental department,
                commission, board, bureau, agency, instrumentality, domestic or foreign,
                or arbitrator that relate, in whole or in part, to the Purchased
                Assets or the Products or would question or challenge the validity
                of this
                Agreement.

            


      	5.6  	
              Intellectual
                Property Rights.Except
                as set forth on Schedule 5.6:

            


      


      	(a)  	
              (i) Access
                is the sole owner, free and clear of any Encumbrance, except as set
                forth
                in Schedule
                5.3,
                of all right, title and interest in the Product Intellectual Property
                and
                (ii) Access has the right to use the Product Intellectual Property in
                the manufacture, sale and distribution of the Products.
                

            


      


      	(b)  	
              All
                of the Product Patents and Product Trademarks (i) have been duly
                registered or filed with the appropriate government authorities or
                registries, and (ii) to the best knowledge of Access are currently
                in
                force as to all applicable jurisdictions.

            


      


      	(c)  	
              To
                the knowledge of Access, no third party is infringing or misappropriating
                any of the Product Intellectual Property.

            


      


      	(d)  	
              To
                the knowledge of Access none of the Product Intellectual Property
                infringes or conflicts with any Intellectual Property right of a
                third
                party and there are, and have been, no claims asserted in writing
                against
                Access alleging that Access's development, manufacture and sale of
                Products infringes or misappropriates any Intellectual Property of
                any
                other person, corporation, limited liability company, partnership,
                other
                business entity.

            


      


      	(e)  	
              Access
                has not granted any license or sublicense with respect to the Product
                Intellectual Property.

            


      


      	(f)  	
              Access
                has delivered to ULURU correct and complete copies of all patents,
                registrations, applications, licenses and agreements relating to
                the
                Product Intellectual Property.

            


      


      	5.7  	
              Inventory.The
                Inventory has been stored in compliance with all applicable federal
                and
                state laws, has not been adulterated and has otherwise been maintained
                according to the requirements of federal and state law. The Inventory
                is
                merchantable and fit for the purpose for which it was manufactured,
                is not
                defective and shall have a remaining shelf life of at least eighteen
                (18)
                months from the Closing Date.

            


      


      	5.8  	
              Government
                Approvals.Except
                as set forth on Schedule
                5.8,
                no government authorization, consent, approval, license, exemption
                of or
                filing or registration with any court or governmental department,
                commission, board, bureau, agency or instrumentality, domestic or
                foreign,
                under any applicable laws, rules or regulations currently in effect,
                is or
                will be necessary for, or in connection with, the offer and sale
                of the
                Purchased Assets, the execution and delivery by Access of this Agreement,
                the Ancillary Agreements and any other agreement or instrument executed
                in
                connection herewith, the consummation of the transactions contemplated
                hereby or thereby, or the performance by Access of its obligations
                under
                this Agreement, the Ancillary Agreements and any other
                agreements.

            


      


      	5.9  	
              Purchased
                Assets.Except
                for the Excluded Assets and as otherwise stated herein or as would
                not
                cause a Material Adverse Effect, the Purchased Assets include all
                property, rights, assets, information, files and materials necessary
                for
                ULURU to develop, manufacture, sell and distribute the Products in
                a
                manner substantially similar to Access's practices as of the Closing
                Date.

            


      


      	5.10  	
              Brokers.Access
                has not employed any investment banker, broker, finder or intermediary
                in
                connection with the transactions contemplated hereby who might be
                entitled
                to a fee or commission upon the execution of this Agreement or the
                consummation of such transactions. 

            


      


      	5.11  	
              Disclosure.The
                representations and warranties contained in this Section 5 do not
                contain
                any untrue statement of fact or omit to state a fact necessary in
                order to
                make the statements and information contained in this Section 5 not
                misleading (other than those facts of which ULURU or Kerry P. Gray
                has
                knowledge).

            


      


      	5.12  	
              No
                Implied Representations.WITH
                REGARD TO ANY STATEMENT CONTAINED IN THIS SECTION 5 OR ANY OTHER
                PROVISION
                OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT ULURU AND ACCESS ACKNOWLEDGE
                AND AGREE THAT NEITHER ACCESS NOR ANY OF ITS AFFILIATES, AGENTS,
                EMPLOYEES
                OR REPRESENTATIVES IS MAKING OR IMPLYING, WHETHER CONTAINED IN OR
                REFERRED
                TO IN THE DUE DILIGENCE AND EVALUATION MATERIALS THAT HAVE BEEN OR
                SHALL
                HEREAFTER BE PROVIDED TO ULURU OR ANY OF ITS AFFILIATES, AGENTS OR
                REPRESENTATIVES, ANY REPRESENTATION OR WARRANTY WHATSOEVER BEYOND
                THOSE
                EXPRESSLY GIVEN BY ACCESS IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT,
                INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR REPRESENTATION
                AS TO
                THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF
                THE
                PURCHASED ASSETS.

            


      


      	SECTION
              6  	 


       

      COVENANTS
        OF ACCESS

       

      6.1  Assistance
        with ULURU Regulatory Filings.
        Access
        shall use commercially reasonable efforts to assist ULURU in its preparation
        and
        filing with the FDA or any other Agency of filings required to be filed by
        ULURU
        for the manufacture, marketing and distribution of the Products. It is
        understood and agreed that ULURU, as the owner of the Product Registrations,
        shall have the responsibility for all regulatory filings after the Closing
        Date.
        All costs and fees associated with such regulatory filings shall be borne
        by
        ULURU. 

      


      6.2  Litigation.
        From
        the
        date hereof until the date six (6) years after the Closing, Access shall
        notify
        ULURU promptly upon receipt of any communication or legal process which
        commences or threatens litigation which might materially and adversely affect
        the value of any of the Purchased Assets.

      


      6.3  Notice
        of Developments.
        For a
        period of one (1) year after the Closing Date, Access will give written notice
        to ULURU of all material developments of which it has actual knowledge affecting
        the Purchased Assets.

      


      6.4  Proprietary
        Information.
        From and
        after the Closing Date, each Party shall not disclose or make use of, and
        shall
        use its best efforts to cause all of its Affiliates not to disclose or make
        use
        of, any knowledge, information or documents of a confidential nature or not
        generally known to the public with respect to the other Party or its respective
        businesses (including the financial information, technical information or
        data
        relating to the other Party's products and names of customers of the other
        Party), except to the extent that such knowledge, information or documents
        shall
        have become public knowledge other than through improper disclosure by the
        other
        Party or an Affiliate. Each Party shall enforce, for the benefit of the other
        Party, all confidentiality, invention assignments and similar agreements
        between
        such Party and any other party relating to the Purchased Assets.

      


      6.5  Hired
        Employees' Options, Bonuses and Restricted Stock.
        Within
        seven (7) days of the Closing, Access shall (a) pay to each Hired Employee
        (as
        defined in Section 8.8) by wire transfer of immediately available funds or
        by
        certified check an amount equal to the bonus payment due and payable by Access
        to each such Hired Employee, as set forth opposite the name of such Hired
        Employee on Schedule
        6.5,
        (b)
        deliver to each Hired Employee written confirmation that all unvested options
        to
        purchase shares of Access common stock held as of the Closing Date by such
        Hired
        Employee terminated as of the Closing Date and that such Hired Employee may
        exercise during the twelve (12) month period following the Closing Date any
        vested options to purchase shares of Access common stock held as of the Closing
        Date by such Hired Employee, in each case as set forth opposite the name
        of such
        Hired Employee on Schedule
        6.5,
        and (c)
        deliver to each Hired Employee written confirmation that the unvested shares
        of
        Access restricted common stock currently held by such Hired Employee, as
        set
        forth opposite the name of such Hired Employee on Schedule
        6.5,
        vested
        in full as of and upon the Closing, and provided that within seven (7) days
        of
        the Closing Date a stock certificate is issued for the common stock for each
        Hired Employee in an amount as set forth opposite the name of such Hired
        Employee on Schedule 6.5. 

      


      SECTION
        7

       

      REPRESENTATIONS
        AND WARRANTIES OF ULURU

       

      ULURU
        hereby represents and warrants to Access as follows:

       

      	7.1  	
              Incorporation,
                Organization and Qualification of ULURU.ULURU
                is a corporation duly incorporated, validly existing and in good
                standing
                under the laws of the State of Delaware, and has the necessary corporate
                power to own, lease and operate its property and to carry on its
                business
                as now being conducted by it. ULURU is duly qualified and licensed
                to do
                business as a foreign corporation and is in good standing in every
                jurisdiction where the nature of the business conducted by it makes
                qualification necessary, except where the failure to so qualify or
                be in
                good standing would not prevent or materially delay the consummation
                of
                the transactions contemplated hereby.

            


      


      	7.2  	
              Corporate
                Action.ULURU
                has the corporate power and legal authority to execute and deliver
                this
                Agreement and the Ancillary Agreements and to carry out its obligations
                hereunder and thereunder. The execution and delivery of this Agreement
                and
                the Ancillary Agreements and the performance of ULURU's obligations
                hereunder and thereunder have been duly and validly authorized by
                all
                necessary corporate action, and no other corporate proceedings on
                the part
                of ULURU are necessary to authorize such execution, delivery and
                performance. This Agreement has been, and any other agreements executed
                in
                connection herewith have been, duly and validly executed by ULURU,
                and
                constitute the valid and binding obligations of ULURU, enforceable
                against
                ULURU in accordance with its or their terms, subject to bankruptcy,
                insolvency or similar laws of general application affecting the
                enforcement of rights of creditors, and subject to equitable principles
                limiting rights to specific performance or other equitable remedies,
                and
                subject to the effect of federal and state securities laws on the
                enforceability of indemnification provisions relating to liabilities
                arising under such laws. Execution of this Agreement, the Ancillary
                Agreements and any other agreements executed by ULURU in connection
                with
                this Agreement and consummation of the transactions contemplated
                hereby
                and thereby will not (a) result in the violation of or conflict with
                any of the terms and provisions of the articles of incorporation
                or
                by-laws of ULURU, (b) result in a violation or breach of, or constitute
                (with or without due notice or lapse of time or both) a default (or
                give
                rise to any right of termination, modification, cancellation
                or acceleration or loss of material benefits) under, any of the terms,
                conditions or provisions of any note, bond, mortgage, indenture,
                contract,
                agreement, permit, license, lease, purchase order, sales order,
                arrangement or other commitment or obligation to which ULURU is a
                party or
                may be subject to or (c) violate any order, writ, injunction, decree,
                statute, treaty consummation of such transactions, rule or regulation
                applicable to ULURU except, in the case of clauses (b) and (c), as
                would
                not prevent or materially delay the consummation of the transactions
                contemplated hereby.

            


      


      	7.3  	
              Governmental
                Approvals.No
                government authorization, consent, approval, license, exemption of
                or
                filing or registration with any court or governmental department,
                commission, board, bureau, agency or instrumentality, domestic or
                foreign,
                under any applicable laws, rules or regulations currently in effect,
                is or
                will be necessary for, or in connection with, the purchase of the
                Purchased Assets, the execution and delivery by ULURU of this Agreement,
                the Ancillary Agreements and any other agreement or instrument executed
                in
                connection herewith, the consummation of the transactions contemplated
                hereby or thereby, or for the performance by it of its obligations
                under
                this Agreement, the Ancillary Agreements and any other
                agreements.

            


      


      	7.4  	
              Compliance
                With Law.ULURU
                has conducted and is currently conducting its business in compliance
                with
                all applicable laws, rules, regulations and court or administrative
                orders
                and processes. Except
                as would not have a Material Adverse Effect, ULURU has not received
                any
                written notice of violation of any applicable law, regulation or
                requirement relating to its business within the past five (5)
                years.

            


      


      	7.5  	
              Litigation.Except
                as would not have a Material Adverse Effect, there are no actions,
                suits,
                proceedings, investigations, arbitration proceedings or other proceedings
                pending or, to the best knowledge of ULURU, threatened against or
                affecting, in whole or in part, ULURU's business by or before any
                federal,
                state, municipal or other governmental department, commission, board,
                bureau, agency or instrumentality, domestic or foreign, or by or
                before
                any arbitrator and, to the best knowledge of ULURU, there is not
                currently
                outstanding against ULURU any judgment, decree, injunction, rule,
                settlement, order or award of any court, governmental department,
                commission, board, bureau, agency, instrumentality, domestic or foreign,
                or arbitrator that would question or challenge the validity of this
                Agreement.

            


      


      	7.6  	
              Brokers.ULURU
                has not employed any investment banker, broker, finder or intermediary
                in
                connection with the transactions contemplated hereby who might be
                entitled
                to a fee or commission upon the execution of this Agreement or the
                consummation of such transactions.

            


      


      	7.7  	
              Disclosure.The
                representations and warranties contained in this Section 7 do not
                contain
                any untrue statement of fact or omit to state a fact necessary in
                order to
                make the statements and information contained in this Section 7 not
                misleading.

            


      


      SECTION
        8  

       

      MUTUAL
        COVENANTS

       

      	8.1  	
              Transfer
                of Registrations, Etc.
                The
                Parties shall cooperate to effectuate the consummation of the transactions
                contemplated by this Agreement and the transfer of the Purchased
                Assets
                and the Takeda License Agreement in accordance with Section 2 hereof.
                The
                Parties agree to use their commercially reasonable efforts, before
                and
                after the Closing, to take any other actions required by the FDA
                or any
                other Agency to effect the transfer of the Purchased Assets, including
                notices to the FDA and other Agencies regarding the transfer from
                Access
                to ULURU of the Product Registrations and to obtain any required
                third
                party consents necessary to consummate the transactions contemplated
                by
                this Agreement. 

            


      


      	8.2  	
              Transition
                Team.
                Access
                and ULURU shall establish a transition team (the "Transition
                Team"),
                which shall be comprised of the persons set forth on Schedule
                8.2
                attached hereto and which shall have the responsibilities set forth
                in
                this Section 8.2. For a period of not longer than one hundred eighty
                (180)
                days, the Transition Team shall (a) coordinate the joint efforts
                of Access
                and ULURU, consistent with the terms and conditions of this Agreement;
                (b)
                effect the transfer of the Purchased Assets in accordance with Section
                2.1
                and Section 10.1(k); (c) obtain any required consents, licenses,
                permits,
                waivers, approvals, authorizations or orders; (d) make any required
                filings or submissions; (e) effect a smooth transition from Access
                to
                ULURU with respect to the manufacture and sale of the Products in
                the
                U.S.; and (f) take any other commercially reasonable actions necessary
                for
                the consummation of the transactions contemplated by this
                Agreement.

            


      	8.3  	
              Certain
                Tax and Financial Statement Matters.
                ULURU
                and Access, and each Party's respective Affiliates, shall cooperate,
                to
                the extent reasonably requested by the other Party, in connection
                with the
                preparation and filing of any Tax Return, audit, litigation, information
                statement, proceeding or similar items with respect to Taxes and
                to
                furnish the other Party with a copy of such item in draft form within
                a
                reasonable time before its due date, as well as a copy of such item
                as
                filed.
                In
                addition Access, and its Affiliates, shall cooperate, to the extent
                reasonably requested by ULURU, in connection with the preparation,
                audit
                and filing of any financial statements related to the Purchased Assets,
                including the preparation, audit and filing of any financial statements
                required to be included in any registration statement filed by ULURU
                with
                the Securities and Exchange Commission.

            


      


      	8.4  	
              Adverse
                Experience Reports.
                On
                or prior to the Closing Date, Access shall provide ULURU with all
                information relating to the investigation and reporting of Adverse
                Experiences regarding the Products since three (3) years prior to
                the
                Closing Date and all information which is relevant to the safe use
                of the
                Products as of the Closing Date, in each case to the extent received
                by,
                or in the possession of, Access, and will confer with ULURU on Adverse
                Experience history related to the Products. After the Closing Date,
                Access
                and its Affiliates shall promptly submit to ULURU all such Adverse
                Experience information or customer complaints brought to the attention
                of
                Access or its Affiliates in respect of the Products, as well as any
                material events and matters concerning or affecting the safety or
                efficacy
                of the Products. Such information or customer complaints shall be
                forwarded to ULURU, Attention: Kerry P. Gray. Beginning on the Closing
                Date, ULURU shall have all responsibility for required reporting
                of
                Adverse Experiences for the Products.

            


      


      	8.5  	
              Response
                to Medical Inquiries and Products Complaints.
                Upon
                Closing, ULURU shall assume all responsibility for responding to
                any
                medical inquiries or complaints about the Products. Access shall
                promptly
                refer all such inquiries and complaints that it receives
                to ULURU for response to such inquiries or
                complaints.

            


      


      	8.6  	
              Customer
                Receipts.
                In
                the event that Access or any of its Affiliates receive payment after
                the
                Closing Date on invoices relating to sales of the Products by ULURU
                or any
                of its Affiliates after the Closing Date, Access will promptly notify
                ULURU of such receipt and will promptly remit, or will cause such
                Affiliate to promptly remit such payment to ULURU. In the event that
                ULURU
                or any of its Affiliates receive payment after the Closing Date on
                invoices or any other payments relating to the Products with respect
                to
                the period prior to the Closing Date, ULURU will promptly notify
                Access of
                such receipt and will promptly remit, or will cause such Affiliate
                to
                promptly remit such payment to Access.

            


      


      	8.7  	
              Sharing
                of Data.
                Access shall have the right for a period of seven years following
                the
                Closing Date to have reasonable access to such books, records and
                accounts, including financial and tax information, correspondence,
                production records, employment records and other records that are
                transferred to ULURU pursuant to the terms of this Agreement for
                the
                limited purposes of concluding its involvement in the business conducted
                by Access prior to the Closing Date and for complying with its obligations
                under applicable securities, tax, environmental, employment or other
                laws
                and regulations. ULURU shall have the right for a period of seven
                years
                following the Closing Date to have reasonable access to those books,
                records and accounts, including financial and accounting records
                (including the work papers of Access's independent accountants),
                tax
                records, correspondence, production records, employment records and
                other
                records that are retained by Access pursuant to the terms of this
                Agreement to the extent that any of the foregoing is needed by ULURU
                for
                the purpose of conducting the business of Access after the Closing
                and
                complying with its obligations under applicable securities, tax,
                environmental, employment or other laws and regulations. Neither
                ULURU nor
                Access shall destroy any such books, records or accounts retained
                by it
                without first providing the other Party with the opportunity to obtain
                or
                copy such books, records, or accounts at such other Party's
                expense.

            


      


      	8.8  	
              Hired
                Employees.
                As
                of the Closing, ULURU shall offer employment to the employees of
                Access
                set forth on Schedule
                8.8,
                at substantially the same level of compensation and benefits as provided
                by Access immediately prior to the Closing, to continue working in
                connection with the development of the Product Intellectual Property,
                provided that Access makes no representation as to whether any such
                employees will accept employment by ULURU and it shall not be a breach
                of
                this Agreement by Access if any such employee does not accept employment
                by ULURU (all such hired employees, the "Hired
                Employees");
                provided,
                however,
                that nothing contained in this Section 8.8 shall require that ULURU
                continue to employ any Hired Employee after the Closing Date or restrict
                ULURU's ability to change the level of compensation and benefits
                provided
                to any Hired Employee after the Closing Date. ULURU shall be responsible
                for all compensation expenses relating to the Hired Employees, to
                the
                extent accrued or payable after the Closing Date, including, without
                limitation, severance (including any severance or displacement pay,
                if
                any, due for any Hired Employee subsequently terminated by ULURU,
                with any
                such obligations to be determined by the terms of the severance or
                displacement pay arrangements maintained by Access and ULURU,
                respectively), benefits, vacation, sick time and all such other expenses.
                During the period from the Closing Date through December 31, 2005,
                Access
                shall continue to pay all compensation expenses due the Hired Employees,
                provided that ULURU shall reimburse Access for all such payments
                made to
                the Hired Employees within one (1) day upon notice from Access of
                its
                making any such payment. Beginning January 1, 2006, ULURU shall pay
                all
                such compensation expenses due the Hired Employees and Access shall
                have
                no obligation to make any payments in connection
                therewith.

            


      


      SECTION
        9  

       

      INDEMNIFICATION

       

      	9.1  	
              Indemnification
                by Access.Access
                shall indemnify and hold ULURU, its Affiliates and their respective
                employees, officers and directors (collectively, the "ULURU
                Indemnified Parties")
                harmless from and against any and all losses, damages, liabilities,
                obligations, claims, costs and expenses (including reasonable attorneys'
                fees) (each, a "Loss"
                and collectively, the "Losses")
                sustained, suffered or incurred by such ULURU Indemnified Parties
                and
                relating to, directly or indirectly: (a) the breach of any representation
                or warranty of Access contained herein (without regard to materiality
                qualifiers provided in such representations or warranties other than
                the
                references to Material Adverse Effect) (other than any breach in
                existence
                or caused by events or facts of which ULURU or Kerry Gray has knowledge);
                (b) the breach of any covenant or agreement of Access contained herein;
                or
                (c) any claim or cause of action arising from the Retained Liabilities,
                except that Access shall have no obligation to indemnify ULURU for
                any
                Losses that arise from or relate to the Takeda License Agreement
                or the
                performance or nonperformance of such agreement or under Section
                4.2
                (except as set forth in Section 4.2).

            


      


      	9.2  	
              Indemnification
                by
                ULURU.ULURU
                shall indemnify and hold Access, its Affiliates and their respective
                employees, officers and directors (collectively, the "Access
                Indemnified Parties")
                harmless from and against any and all Losses sustained, suffered
                or
                incurred by such Access Indemnified Parties and relating to, directly
                or
                indirectly: (a) the breach of any representation or warranty of ULURU
                contained herein, (without regard to materiality qualifiers provided
                in
                such representations or warranties); (b) the breach of any covenant
                or
                agreement of ULURU contained herein; (c) any Losses that arise from
                or
                relate to the Takeda License Agreement or the performance or
                non-performance of such agreement; or (d) any claim or cause of action
                arising from the Assumed Liabilities.

            


      


      9.3  Notification
        of Claims.

      


      	(a)  	
              If
                any Access Indemnified Party or ULURU Indemnified Party receives
                notice of
                any event, circumstance, demand or claim that may give rise to a
                Loss for
                which such Party is or may be entitled to indemnification under this
                Agreement (each such party, an "Indemnified
                Party"),
                such Indemnified Party shall promptly notify the Party required to
                provide
                such indemnification (the "Indemnifying
                Party")
                in writing of the existence of such potential Loss and of the amount
                at
                issue. The failure to provide such notice will not affect any rights
                hereunder except to the extent the Indemnifying Party is materially
                prejudiced thereby. 

            


      


      	(b)  	
              If
                the event or circumstance giving rise to a Loss involves any third
                party
                claim, the Indemnifying Party shall have the right to direct, through
                counsel of its own choosing, which counsel shall be reasonably
                satisfactory to the Indemnified Party, the defense or settlement
                of any
                claim or proceeding the subject of indemnification hereunder at its
                own
                expense. If the Indemnifying Party elects to assume the defense of
                any
                such claim or proceeding, the Indemnified Party may participate in
                such
                defense, but in such case the expenses of the Indemnified Party shall
                be
                paid by the Indemnified Party. The Indemnified Party shall provide
                the
                Indemnifying Party with access to its records and personnel relating
                to
                any such claim, assertion, event or proceeding during normal business
                hours and shall otherwise cooperate with the Indemnifying Party in
                the
                defense or settlement thereof, and the Indemnifying Party shall reimburse
                the Indemnified Party for all its reasonable out-of-pocket expenses
                in
                connection therewith. If the Indemnifying Party elects to direct
                the
                defense of any such claim or proceeding, the Indemnified Party shall
                not
                pay, or permit to be paid, any part of any claim or demand arising
                from
                such asserted loss unless the Indemnifying Party consents in writing
                to
                such payment or unless the Indemnifying Party withdraws from the
                defense
                of such asserted loss or unless a final judgment from which no appeal
                may
                be taken by or on behalf of the Indemnifying Party is entered against
                the
                Indemnified Party for such loss. No settlement in respect of any
                third
                party claim may be effected by the Indemnifying Party without the
                Indemnified Party's prior written consent, unless the settlement
                involves
                a full and unconditional release of the Indemnified Party. If the
                Indemnifying Party shall fail to undertake in a timely manner the
                defense
                of any third party claim or it is reasonably determined by outside
                counsel
                mutually selected by the Indemnified Party and the Indemnifying Party
                that
                representation by the Indemnifying Party's counsel of both the
                Indemnifying Party and the Indemnified Party may present a conflict
                of
                interest, the Indemnified Party shall have the right to undertake
                the
                defense or settlement thereof at the Indemnifying Party's expense.
                If the
                Indemnified Party assumes the defense of any such claim or proceeding
                pursuant to this Section 9.3 and proposes to settle such claim or
                proceeding prior to a final judgment thereon or to forgo any appeal
                with
                respect thereto, then the Indemnified Party shall give the Indemnifying
                Party timely written notice and the Indemnifying Party shall have
                the
                right to participate in the settlement or assume or reassume the
                defense
                of such claim or proceeding.

            


      


      SECTION
        10  

       

      CLOSING
        AND POST-CLOSING DELIVERIES

       

      	10.1  	
              Documents/Items
                to Be Delivered by Access at Closing.
                At
                the Closing, Access shall deliver, or cause to be delivered, to ULURU
                the
                following:

            


      


      	(a)  	
              Any
                instruments of conveyance, assignment and transfer, in form and substance
                satisfactory to ULURU and Access, as shall be appropriate to convey,
                transfer and assign to, and vest in ULURU, good title to the Purchased
                Assets free and clear of all Encumbrances, except as set forth on
                Schedule
                5.3;

            


       

      	(b)  	
              executed
                Product Patents Assignment;

            


       

      	(c)  	
              executed
                Product Trademarks Assignment;

            


       

      	(d)  	
              executed
                Bill of Sale and Assignment Agreement;

            


       

      	(e)  	
              reports
                of Adverse Experience, as provided in Section
                8.4;

            


       

      	(f)  	
              a
                certificate dated as of the Closing Date and executed by a principal
                executive or financial officer of Access certifying the satisfaction
                of
                the conditions specified in
                Section 11.1;

            


       

      	(g)  	
              a
                certificate dated as of the Closing Date and executed by the secretary
                or
                an assistant secretary of Access, certifying:


            


       

      	(i)  	
              attached
                thereto is a complete and correct copy of resolutions adopted by
                the board
                of directors of Access authorizing the execution, delivery and performance
                of this Agreement and the Ancillary Agreements executed in connection
                herewith by Access and the transfer of the Purchased Assets and the
                Assumed Liabilities to ULURU hereunder, and that such resolutions,
                approvals and consents have not been amended or modified in any respect
                and remain in full force and effect as of the date thereof;
                and

            


       

      	(ii)  	
              that
                the person named in the foregoing officer's certificate delivered
                pursuant
                to Section 10.1(f) has been duly elected, qualified and is an acting
                officer of Access and that set forth therein is a genuine signature
                or
                true facsimile thereof of such officer.

            


       

      	(h)  	
              the
                Purchased Assets, to the extent deliverable at Closing, in accordance
                with
                the procedures set forth in Section 2.1. If the Purchased Assets
                cannot be
                delivered at Closing, they shall be delivered by Access as soon as
                practicable after the Closing, in accordance with the procedures
                set forth
                in Section 2.1;

            


       

      	(i)  	
              an
                electronic recording of the Inventory existing as of the Closing
                Date;

            


       

      	(j)  	
              executed
                Premises Agreement;

            


       

      	(k)  	
              executed
                License Agreement; and

            


       

      	(l)  	
              such
                other documents, instruments and certificates as Access and ULURU
                may
                mutually agree upon.

            


       

      	10.2  	
              Documents/Items
                to Be Delivered by ULURU at Closing.
                At
                the Closing, ULURU shall deliver, or cause to be delivered, to Access
                the
                following:

            


      


      	(a)  	
              a
                certificate dated as of the Closing Date and executed by a principal
                executive or financial officer of ULURU certifying the satisfaction
                of the
                conditions specified in Section 12.1;


            


       

      	(b)  	
              a
                certificate dated as of the Closing Date and executed by the secretary
                or
                an assistant secretary of ULURU,
                certifying:

            


       

      	(i)  	
              attached
                thereto is a complete and correct copy of resolutions adopted by
                the board
                of directors of ULURU authorizing the execution, delivery and performance
                of this Agreement and the Ancillary Agreements executed in connection
                herewith by ULURU and the transfer of the Purchased Assets and the
                Assumed
                Liabilities to ULURU hereunder, and that such resolutions, approvals
                and
                consents have not been amended or modified in any respect and remain
                in
                full force and effect as of the date thereof (or, in the alternative,
                a
                statement to the effect that no such board of directors approval
                is
                necessary regarding the execution, delivery and performance of this
                Agreement and the Ancillary Agreements and the transfer of the Purchased
                Assets and the Assumed Liabilities to ULURU); and
                

            


       

      	(ii)  	
              that
                the person named in the foregoing officer's certificate delivered
                pursuant
                to Section 10.2(b) has been duly elected, qualified and is an acting
                officer of ULURU and that set forth therein is a genuine signature
                or true
                facsimile thereof of such officer.

            


       

      	(c)  	
              executed
                Premises Agreement;

            


       

      	(d)  	
              executed
                License Agreement; 

            


       

      	(e)  	
              the
                first installment of the Purchase Price, as set forth in Sections
                3.1(a)
                and 4.1; 

            


       

      	(f)  	
              lien
                release letters, executed and delivered by each of Cornell Capital
                Partners, LP, Highgate House Funds, Ltd. and Kerry P. Gray, pursuant
                to
                which such parties agree to terminate and release certain security
                interests in Access's assets granted by Access to such parties;
                and

            


       

      	(g)  	
              such
                other documents, instruments and certificates as Access and ULURU
                may
                mutually agree upon.

            


       

      	10.3  	
              Post-Closing
                Deliveries.
                Promptly after receipt at any time after the Closing Date of any
                consent
                to assignment of any contract or agreement constituting a Purchased
                Asset,
                Access shall deliver such consent to
                ULURU.

            


      


      SECTION
        11

       

      ULURU'S
        CONDITIONS OF CLOSING

       

      The
        sale
        and purchase of the Purchased Assets in accordance with the terms of this
        Agreement are subject to the following terms and conditions, each of which
        is
        included for the exclusive benefit of ULURU, to be fulfilled or performed
        at or
        prior to the Closing:

       

      	11.1  	
              Representations
                and Warranties at Closing.
                The
                representations and warranties of Access to ULURU contained in this
                Agreement shall be true and correct as of the Closing in all material
                respects with the same force and effect as though such representations
                and
                warranties had been made at such time (without regard to materiality
                qualifiers set forth therein), except (a) where failure to be so
                true and
                correct would not prevent or materially delay the consummation of
                the
                transactions contemplated hereby, (b) that those representations
                and
                warranties which address matters only as of a particular date or
                period of
                time shall remain true and correct as of such date or period of time,
                except where failure to be so true and correct would not prevent
                or
                materially delay the consummation of the transactions contemplated
                hereby,
                and (c) where ULURU or Kerry P. Gray has knowledge that any such
                representation or warranty was not so true and correct on the date
                hereof
                or the Closing Date. Access shall deliver to ULURU at the Closing
                a
                certificate by an officer of Access to such
                effect.

            


      


      	11.2  	
              Compliance
                with Terms and Conditions.
                Access
                shall have performed, or complied with, in all material respects,
                all of
                the terms, covenants and conditions of this Agreement to be complied
                with
                or performed by Access at or before the Closing.
                

            


      


      	11.3  	
              Ancillary
                Agreements; Other Agreements.
                Access
                shall have executed and delivered the Product Patents Assignment,
                the
                Product Trademarks Assignment, the Bill of Sale and Assignment Agreement,
                the License Agreement, and the Premises
                Agreement.

            


      


      SECTION
        12  

       

      ACCESS'S
        CONDITIONS OF CLOSING

       

      The
        sale
        and purchase of the Purchased Assets in accordance with the terms of this
        Agreement is subject to the following terms and conditions, each of which
        is
        included for the exclusive benefit of Access, to be fulfilled or performed
        at or
        prior to the Closing.

       

      	12.1  	
              Representations
                and Warranties at Closing.
                The
                representations and warranties of ULURU to Access contained in this
                Agreement shall be true and correct as of the Closing in all material
                respects with the same force and effect as though such representations
                and
                warranties had been made at such time (without regard to materiality
                qualifiers set forth therein), except where failure to be so true
                and
                correct would not prevent or materially delay the consummation of
                the
                transactions contemplated hereby, and except that those representations
                and warranties which address matters only as of a particular date
                or
                period of time shall remain true and correct as of such date or period
                of
                time, except where failure to be so true and correct would not prevent
                or
                materially delay the consummation of the transactions contemplated
                hereby.
                ULURU shall deliver to Access at the Closing a certificate by an
                officer
                of ULURU to such effect.

            


      


      	12.2  	
              Compliance
                with Terms and Conditions.
                ULURU
                shall have performed, or complied with, in all material respects,
                all the
                terms, covenants and conditions of this Agreement to be complied
                with or
                performed by ULURU at or before the Closing.


            


      


      	12.3  	
              Ancillary
                Agreements; Other Agreements.
                ULURU
                shall have executed the
                License Agreement and the Premises
                Agreement.

            


      


      SECTION
        13  

       

      CLOSING
        DATE

       

      	13.1  	
              Closing.
                Upon
                the terms and subject to the conditions of this Agreement, the sale
                and
                purchase of the Purchased Assets shall take place at a closing (the
                "Closing")
                to be held at the offices of Bingham McCutchen LLP, 150 Federal Street,
                Boston MA 02110, on such date as Access and ULURU may mutually agree
                upon
                in writing (the day on which the Closing takes place being the
                "Closing
                Date").
                

            


      


      SECTION
        14  

       

      MISCELLANEOUS

       

      	14.1  	
              Expenses.
                Except
                as otherwise specified in this Agreement, all costs and expenses,
                including, without limitation, fees and disbursements of counsel,
                financial advisors and accountants, incurred in connection with this
                Agreement and the transactions contemplated hereby shall be paid
                by the
                Party incurring such costs and expenses, whether or not the Closing
                shall
                have occurred. Except as provided in Section 9, in the event of any
                dispute among the Parties hereto relating to the subject matter of
                this
                Agreement, each Party shall pay its own out-of-pocket costs and fees
                and
                disbursements of counsel. 

            


      


      	14.2  	
              Further
                Assurances and Actions.
                Each
                of the Parties hereto, upon the request of the other Party hereto,
                whether
                before or after the Closing and without further consideration, shall,
                and
                shall cause their respective Affiliates to, do, execute, acknowledge
                and
                deliver or cause to be done, executed, acknowledged or delivered
                all such
                further acts, deeds, documents, assignments, transfers, conveyances,
                powers of attorney and assurances as may be reasonably necessary
                to effect
                complete consummation of the transactions contemplated by this Agreement.
                

            


      


      	14.3  	
              Announcements.
                No Party shall make a public announcement regarding this Agreement
                or the
                transactions contemplated hereby without the prior written consent
                of the
                other Party; provided that nothing herein shall restrict Access or
                ULURU
                from making any public announcement of the transactions contemplated
                by
                this Agreement to the extent that such announcement is required by
                law;
                provided that, prior to any such disclosure, the disclosing Party
                shall
                provide the other Party a reasonable time to review and comment upon
                such
                disclosure. Additionally, ULURU may disclose this Agreement and the
                transactions contemplated hereby, to the extent reasonably necessary,
                in
                connection with any registration of one (1) or more of the Products
                with
                any state or Federal agency.

            


      


      	14.4  	
              Notices.
                All
                notices, requests, claims, demands and other communications hereunder
                shall be in writing and shall be given or made (and shall be deemed
                to
                have been duly given or made upon receipt) by delivery in person,
                by
                courier service, by telecopy or by registered or certified mail (postage
                prepaid, return receipt requested) to the respective Parties at the
                following addresses (or at such other address for a Party as shall
                be
                specified in a notice given in accordance with this Section
                14.4):

            


      


      (a) if
        to
        Access, then:

       

      Access
        Pharmaceuticals, Inc.

      2600
        Stemmons Freeway

      Suite
        176

      Dallas,
        TX 75207

      Telephone :
        (214) 905-5100

      Telecopy :
        (214) 905-5101

      Attn:
        Chief Executive Officer

      


      with
        a
        copy to:

      


      Bingham
        McCutchen LLP

      150
        Federal Street

      Boston,
        MA 02110

      Telephone:
        (617) 951-8000

      Telecopy:
        (617) 951-8736

      Attn:
        John J. Concannon III, Esq.

      


      (b) if
        to
        ULURU, then:

      


      ULURU,
        Inc.

      4939
        Stonyford Drive

      Dallas,
        TX 75287

      Telephone:
        (972) 250-6383

      Telecopy:
        (972) 250-6383

      Attn: Kerry
        P.
        Gray

       

      with
        a
        copy to:

      


      McGuireWoods
        LLP

      1345
        Avenue of the Americas, 7th Floor

      New
        York,
        NY 10105

      Telephone:
        (212) 548-2138

      Telecopy:
        (212) 548-2175

      Attn:
        Louis W. Zehil, Esq.

      


      	14.5  	
              Applicable
                Law.
                This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of Delaware without giving effect to principles of conflict
                of laws. Each Party to this Agreement expressly and irrevocably (a)
                consents that legal action or proceeding against it arising out of
                this
                Agreement may be brought in any court of the State of Delaware or
                in the
                U.S. District Court for the District of Delaware, (b) consents and
                submits
                to the personal jurisdiction of any of such courts solely for purposes
                of
                such action or proceeding, (c) consents to the service of any complaint,
                summons, notice or other process solely for purposes of such action
                or
                proceeding by delivery thereof to him, her or it by hand or by any
                other
                manner provided for in Section 14.4 and (d) waives any claim or defense
                solely for purposes of such action or based on any alleged lack of
                personal jurisdiction, improper venue or forum non conveniens or
                any
                similar basis. Nothing in this Section shall affect or impair in
                any
                manner or to any extent the right of any Party to commence legal
                proceedings or otherwise proceed against any other Party in any
                jurisdiction or to serve process in any manner permitted by
                law.

            


      


      	14.6  	
              Entire
                Agreement; Amendments.
                This
                Agreement, including the Exhibits and Schedules hereto, constitutes
                the
                entire agreement among the Parties hereto with respect to the transactions
                provided for herein and as stated herein and in the agreements,
                instruments and documents executed and to be executed and delivered
                in
                connection herewith, contains all of the agreements between the Parties
                hereto. There are no verbal agreements or understandings between
                the
                Parties hereto not reflected in this Agreement. This Agreement may
                not be
                amended or modified in any respect except by written instrument executed
                by each of the Parties hereto.

            


      


      	14.7  	
              Counterparts.
                This
                Agreement may be executed in two (2) or more counterparts, each of
                which
                shall be deemed to be an original and all of which together, shall
                constitute the same Agreement.

            


      


      	14.8  	
              No
                Third Party Beneficiaries.
                This
                Agreement shall be binding upon and inure solely to the benefit of
                the
                Parties hereto and their permitted successors and assigns and nothing
                herein, express or implied, is intended to or shall confer upon any
                person
                or entity, any legal or equitable
                rights, benefits or remedies.

            


      


      	14.9  	
              Assignment.
                Neither
                Party may assign its rights or obligations under this Agreement without
                the prior written consent of the other Party and any purported assignment
                in violation hereof shall be null and void; provided,
                however,
                that either Party may assign its rights and obligations under this
                Agreement, without the prior written consent of the other Party,
                to an
                Affiliate or to a successor of the assigning Party's business by
                reason of
                merger, sale of all or substantially all of its assets or any similar
                transaction, provided
                that such successor agrees in writing to be bound by this Agreement
                (including, without limitation, in the case of any such event involving
                ULURU, ULURU's payment obligations under Section 3). Such consent
                shall
                not be unreasonably withheld or delayed. Any permitted assignee shall
                assume all obligations of its assignor under this Agreement (including,
                without limitation, in the case of an assignment by ULURU, ULURU's
                payment
                obligations under Section 3). No assignment shall relieve either
                Party of
                its responsibility for the performance of any obligation that accrued
                prior to the effective date of such assignment hereunder. ULURU agrees
                that in connection with any merger or sale of all or substantially
                all of
                the assets of ULURU such transaction shall not be consummated unless
                and
                until the other party(ies) to such transaction agree in writing to
                assume
                all of the obligations of ULURU under this Agreement and each agreement
                contemplated hereby.

            


      


      	14.10  	
              Severability.
                If
                any term or other provision of this Agreement is invalid, illegal
                or
                incapable of being enforced by any law or public policy, all other
                terms
                and provisions of this Agreement shall nevertheless remain in full
                force
                and effect so long as the economic or legal substance of the transactions
                contemplated hereby is not affected in any manner materially adverse
                to
                any Party. Upon such determination that any term or other provision
                is
                invalid, illegal or incapable of being enforced, the Parties hereto
                shall
                negotiate in good faith to modify this Agreement so as to effect
                the
                original intent of the Parties as closely as possible in an acceptable
                manner in order that the transactions contemplated hereby are consummated
                as originally contemplated to the greatest extent
                possible.

            


      


      	14.11  	
              WAIVER
                OF JURY TRIAL.
                EACH
                OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL
                BY JURY
                IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE
                ANCILLARY AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY
                OR THE
                TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM THEREIN.
                

            


      


      	14.12  	
              No
                Waiver of Remedies.
                No
                delay on the part of ULURU or Access in exercising any right, power
                or
                privilege hereunder shall operate as a waiver thereof, nor shall
                any
                waiver on the part of either ULURU or Access of any right, power
                or
                privilege hereunder nor shall any single or partial exercise of any
                right,
                power or privilege hereunder preclude any other or further exercise
                thereof or the exercise of any other right, power or privilege hereunder.
                The waiver of any terms or conditions of this Agreement shall not
                be
                construed as a waiver of any subsequent breach or a subsequent waiver
                of
                the same term or condition, or waiver of any other term or condition,
                of
                this Agreement. The failure of any Party to assert any of its rights
                hereunder shall not constitute a waiver of any of such rights.
                

            


      


      


      [The
        remainder of this page is left blank intentionally.]

      


      

        

        
          1 Schedule
            2.2 to list deviations from the pre(Access)/post(ULURU)-Closing allocation
            of
            Liabilities, as mutually agreed to by the Parties.

           

        

        
          2 Schedule
            5.2 to indicate certain contracts that may not be assignable and that
            any
            assignment of same could give rise to a right of a party to terminate
            or sue for
            damages.

           

        

      


      
        
          
            -
              -

            BUSDOCS/1492302.16 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      IN
        WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as
        of
        the date first above written.

       

      


      

        ACCESS
          PHARMACEUTICALS, INC.

         

        By /s/
          Rosemary Mazanet     

        Name: Rosemary
          Mazanet

        Title: Acting
          CEO

         

        ULURU,
          INC.

         

        By /s/
          Kerry P. Gray         

        Name: Kerry
          P.
          Gray

        Title: President
          and CEO

         

        /s/
          Kerry P. Gray 

        Kerry
          P.
          Gray, individually solely with respect 

        to
          Sections 5, 8.4, 9.1 and 11.1

         

      

      


       

      


       

      


       

      


      


      


      


      


      


      


      [Signature
        Page to Asset Sale Agreement]

      


       

      



      
        
          
            BUSDOCS/1492302.16 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Exhibits

      


      Exhibit
        A Bill
        of
        Sale and Assignment Agreement

      Exhibit
        B License
        Agreement

      Exhibit
        C Product
        Patents Assignment

      Exhibit
        D Product
        Trademarks Assignment

      Exhibit
        E Premises
        Agreement

      Exhibit
        F Takeda
        License Agreement

      Exhibit
        G Allocation
        of Purchase Price

      


      


      



      
        
          
            BUSDOCS/1492302.16 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            --

          

        

      



      Exhibit
        A

      


      Bill
        of Sale and Assignment Agreement

      


      



      
        
          
            BUSDOCS/1492302.16 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            --

          

        

      



      Exhibit
        B

      


      License
        Agreement

      


      



      
        
          
            BUSDOCS/1492302.16 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            --

          

        

      



      Exhibit
        C

      


      Product
        Patents Assignment

      


      



      
        
          
            BUSDOCS/1492302.16 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            --

          

        

      



      Exhibit
        D

      


      Product
        Trademarks Assignment

      


      



      
        
          
            BUSDOCS/1492302.16 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            --

          

        

      



      Exhibit
        E

      


      Premises
        Agreement

      


      



      
        
          
            BUSDOCS/1492302.16 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            --

          

        

      



      Exhibit
        F

      


      Takeda
        License Agreement

      


      



      
        
          
            BUSDOCS/1492302.16 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            --

          

        

      



      Exhibit
        G

      


      Allocation
        of Purchase Price

      


      [insert]


      
        
          BUSDOCS/1504906.3 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedules

      


      Schedule
        1.1(w) Inventory

      Schedule
        1.1(dd) Marketing
        Materials

      Schedule
        1.1(ll) Product
        Patents

      Schedule
        1.1(pp) Product
        Trademarks

      Schedule
        2.1(a)(viii) Equipment
        Etc.

      Schedule
        2.1(a)(ix) Contracts
        Etc.

      Schedule
        2.2 Liabilities

      Schedule
        5.2 Authorization
        and Validity of Agreement

      Schedule
        5.3 Title
        to
        Purchased Assets

      Schedule
        5.6 Intellectual
        Property Rights

      Schedule
        5.8 Government
        Approvals

      Schedule
        6.5 Hired
        Employees' Bonuses and Restricted Stock

      Schedule
        8.2 Transition
        Team

      Schedule
        8.8 Hired
        Employees


      
        
          BUSDOCS/1504906.3 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        1.1(w)

      Inventory

      


      


      Inventory
        at Integrated Comercial Systems (ICS)

      Aphthasol®
        tubes/ cases for sale at September 30, 2005  8,688
        tubes / 724 cases

      Cost
        $22.40 case -         $16,217.60

      


       

      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        1.1(dd)

      Marketing
        Materials

      


      -None-

      


      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        1.1(ll)

      Product
        Patents

      


      


      See
        Exhibit A to Patent Assignment Agreement

      


      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        1.1(pp)

      Product
        Trademarks

      


      Aphthasol®

      OraDiscTM

      


      


      The
        trademark registrations may have lapsed in some jurisdictions.

      


      


      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        2.1(a)(viii)

      Equipment
        Etc.

      


       

      Equipment
        List Suite 176

       

      Computers,
        monitors, keyboards, mouse and power strips at the following desks. Plus
        associated chairs, desks, file cabinets, bookshelves and white/cork boards
        at
        those desks (note not all desk areas are complete with all of the above -
        the
        intent is for Purchaser to have all-non-permanent furniture and equipment
        in
        those desk areas). Purchaser also keeps Dell leases associated with
        computers.

      


      SECTION
        12  John
        St.
        John

      SECTION
        13  Don
        Stewart

      SECTION
        14  Jeremy
        Jacob

      SECTION
        15  Linda
        Waller

      SECTION
        16  Tausha
        Aldridge

      SECTION
        17  Ric
        Zarzycki

      SECTION
        18  Dan
        Moro

      SECTION
        19  Jodie
        Herndon

      SECTION
        20  Howard
        Callahan

      SECTION
        21  Demita
        Daily

      SECTION
        22  Bill
        Ponder

      SECTION
        23  Kevin
        Shannon

      SECTION
        24  Dan
        Nguyen

      


      One
        printer the hallway HP 4050 laser printer

      


      Small
        Xerox copier and lease for copier.

      


      Dan
        Moro’s printer

      


      Conference
        room furniture

      Leather
        chairs in big conference room.

      Table/chairs
        in small front conference room

      Credenza
        in small front conference room

      


      All
        large
        white boards from John St. John’s lab and small conference room.

      


      Digital
        light microscopes stored in QC lab.

      


      One
        flammable cabinet from back warehouse area one flammable cabinet stays with
        Access.

      


      Machine
        shop components

      Drill
        Press

      Router
        Table and Router

      


      Shelves
        and stored supplies from back warehouse area

      


      Specific
        Instruments all with associated control systems (computers, printers, software
        packages, etc.) and other equipment.

      


      	·  	
              Hoods
                and benches (four hoods) in Platinum
                Laboratory

            


      ------
        A
        walk-in hood

      bench U
        ----- ------
        A
        bench

      hoods/sink A
        -----
 ------
        U
        hoods

      bench U
        -----
        ------ A bench

      hoods/sink U
        -----
        ------ A hoods

      bench A
        -----
        ------ U bench

       

      B.
        Sartorius Balance # QC 65

      C.
        Miele
        Dishwasher G 7783

      D.
        VWR
        Explosion Proof Refrigerator ZO2D

      


      SECTION
        4  Hewlett
        Packard HPLC + Computer and printer

      4.1  Model
        79855

      4.2  Serial
        3406A02

      SECTION
        5  Virtis
        Lyophilizer

      5.1  Model
        279398

      5.2  Serial
        207042

      SECTION
        6  Malvern
        Zetasizer Nano + computer and printer+
        Malvern
        lease

      6.1  Model
        ZEN
        3600

      6.2  Serial
        MAL500309

      SECTION
        7  Agilent
        GC-MS+
        Agilent
        lease

      7.1  Model
        5973

      7.2  Serial
        US21844096

      SECTION
        8  Varian
        UV-Visible + computer and printer

      8.1   

      8.2  Serial
        EL05023374

      SECTION
        9  Hermle
        Centrifuge

      9.1  Model
        Z360KSerial
        14900072

      SECTION
        10  Beckman
        Optima Ultra Centrifuge

      10.1  Model
        TLX120

      10.2  Serial
        XTE101

      SECTION
        11  Lab
        Line
        Orbital Shaker water bath

      11.1  Model
        3540

      11.2  Serial
        1094-0038

      SECTION
        12  Second
        Hermle Centrifuge

      12.1  Model
        Z360K

      12.2  Serial
        14900291

      SECTION
        13  Beckman
        Ultracentrifuge

      13.1  Model
        U270

      13.2  Serial
        285856

      SECTION
        14  Precision
        Sceintific Water bath

      14.1  Model
        R113

      14.2  Serial
        10AA-1

      SECTION
        15  Lauda
        Water bath

      15.1  Model

      15.2  Serial
        K20001

      SECTION
        16  Mettler
        Toledo mg balance

      16.1  Model

      16.2  Serial
        1113392769

      SECTION
        17  Sartorius
        0.1 mg balance

      17.1  Model
        BP211D

      17.2  Serial
        80504705

      (b)  Include
        granite mounting block for balance

      SECTION
        18  Fridge/Freezer-West
        Lab near dishwashing

      18.1  Magic
        chef (Access keeps the fridge in west lab not connected to the water
        supply)

      SECTION
        19  Lauda
        Chiller Circulator

      19.1  Model
        WK
        1200

      19.2  Serial
        Z19003

      SECTION
        20  Buchi
        Rotary Evaporator

      20.1  Model

      20.2  Serial
        41337020011

      SECTION
        21  Precision
        Vacuum Pump

      21.1  Model
        69076

      21.2  Serial
        10AX-10

      SECTION
        22  Gem
        Vacuum Pump

      22.1  Gem
        Direct

      22.2  1603007042

      SECTION
        23  Forma
        Scientific incubator oven

      23.1  West
        Lab

      23.2  Near
        Howard’s lab

      SECTION
        24  Fridge/Freezer

      24.1  West
        Lab
        near incubator

      24.2  Whirlpool

      SECTION
        25  Forced
        Air Oven

      25.1  1370
        FM

      25.2  Serial
        0900294

      SECTION
        26  Forma
        scientific -80 degree freezer

      26.1   

      26.2  Serial
        83031-391

      SECTION
        27  Virtis
        Lyophilizer (Purchaser keeps the one in the warehouse, Access keeps the one
        in
        the Platinum wash area)

      27.1  Freezemobile

      SECTION
        28  Sterigard
        Hoods (Howard and Lilli’s labs)

      28.1  Serial
        19669

      28.2  Serial
        21433

      SECTION
        29  Masterflex
        TFF Pump 

      29.1  Model
        77601-10

      29.2  Serial
        7
        549-32

      SECTION
        30  Whiteboard
        in West Lab

      SECTION
        31  VWR
        Water
        Bath-Kevin’s Lab

      31.1  Model
        1229

      31.2  Serial
        0801103

      SECTION
        32  Haake
        Chiller

      32.1  Model
        001-6506

      32.2  Serial
        892-00

      SECTION
        33  Espec
        Stability Oven-Kevin’s Lab

      SECTION
        34  Buchi
        Rotary Evaporator

      34.1  Model
        RE120

      34.2  Serial
        970-716

      SECTION
        35  Hyvac
        Vacuum Pump

      35.1  Model
        90700-001

      35.2  Serial
        049099

      SECTION
        36  Hyvac
        Vacuum Pump 2

      36.1  Serial
        316-P759

      SECTION
        37  Labcoater-Howard’s
        lab

      SECTION
        38  Viscometer-Kevin’s
        lab

      SECTION
        39  Beckman
        Centrifuge 

      39.1  Model
        GS15R

      39.2  Serial
        B94E49

      


      All
        laboratory benches from West Lab

      All
        shelving from West Lab

      All
        consumable glassware from West lab

      	1.  	
              Beakers

            


      	2.  	
              Lab
                Bottles

            


      	3.  	
              Volumetric
                glassware

            


      	4.  	
              Flasks

            


      	5.  	
              Cylinders

            


      	6.  	
              Synthetic
                glassware

            


      	a.  	
              Round
                bottom flasks

            


      	b.  	
              Condensers

            


      	c.  	
              Assorted
                synthetic glassware

            


      	7.  	
              Stoppers
                and other assorted glassware

            


      	8.  	
              Stir
                bars

            


      Rinse
        sink from Bill Ponder’s former lab

      Rinse
        sink and drying rack from West Lab

      Stir
        and
        hot plates from West lab

      	1.  	
              9
                stir plates

            


      	2.  	
              11
                stir/hot plates

            


      	3.  	
              4
                digital controlled stir/hot plates

            


      	4.  	
              One
                refrigerated plate

            


      	5.  	
              Two
                sand bath units

            


      Three
        vortex plates

      Two
        shaker pads

      One
        orbital shaker pad

      One
        rocking shaker

      Three
        pH
        meters with all assorted probes

      Three
        fractionating columns for size exclusion chromatography

      Waste
        containers for all instruments (except for ICP) and hoods in West
        Lab

      14
        Dessicators

      All
        consumable chemical supplies in West Lab not specifically related to AP5346
        or
        AP5280 

      Synthesis

      Power
        strips for all equipment

      Hand
        tools, jacks, dies and cutting systems.

      Water
        system in West Lab.

      


      Equipment
        List - Suite 129 - QC Lab

      
        	
                ID
                  #

              	
                Instrument

              	
                Manufacturer

              	
                Model

              	
                Serial
                  #

              	
                 

              
	
                BAL
                  01

              	
                Balance

              	
                Mettler
                  Toledo

              	
                PG2002-SDR

              	
                1122030253

              	
                 

              
	
                BAL
                  02

              	
                Balance

              	
                Mettler
                  Toledo

              	
                AG135

              	
                1121501595

              	
                 

              
	
                CM01

              	
                Conductivity
                  Meter

              	
                Eutech
                  Inst.

              	
                CON200

              	
                191974

              	
                 

              
	
                DISS
                  01

              	
                Dissolution
                  System

              	
                Distek

              	
                Premiere
                  5100

              	
                5150797

              	
                 

              
	
                EC
                  01

              	
                Environmental
                  Chamber

              	
                B-M-A,
                  Inc.

              	
                CL-10

              	
                2491

              	
                 

              
	
                EC
                  02

              	
                Environmental
                  Chamber

              	
                Espec

              	
                LHU-112M-U

              	
                2672963

              	
                 

              
	
                EC
                  03

              	
                Environmental
                  Chamber

              	
                Espec

              	
                LHU-113

              	
                1012001657

              	
                 

              
	
                LC
                  01

              	
                HPLC
                  Autosampler

              	
                Agilent

              	
                G1313A

              	
                DE23920037

              	
                +lease

              
	
                LC
                  01

              	
                HPLC
                  Column Heater

              	
                Agilent

              	
                G1316A

              	
                DE23929231

              	
                 

              
	
                LC
                  01

              	
                HPLC
                  Computer

              	
                Compaq

              	
                G2170AA/D515

              	
                6X29-KN9X-Y017

              	
                 

              
	
                LC
                  01

              	
                HPLC
                  Degasser

              	
                Agilent

              	
                G1379A

              	
                JP13203942

              	
                 

              
	
                LC
                  01

              	
                HPLC
                  Detector

              	
                Agilent

              	
                G1315B

              	
                DE23916848

              	
                 

              
	
                LC
                  01

              	
                HPLC
                  Pump

              	
                Agilent

              	
                G1311A

              	
                DE23920043

              	
                 

              
	
                LOG01

              	
                Data
                  Logger

              	
                Veriteq

              	
                SP-1000

              	
                02111023

              	
                 

              
	
                LOG02

              	
                Data
                  Logger

              	
                Veriteq

              	
                VL-2000

              	
                02112016

              	
                 

              
	
                LOG03

              	
                Data
                  Logger

              	
                Veriteq

              	
                VL-2000

              	
                03062087

              	
                 

              
	
                LOG04

              	
                Data
                  Logger

              	
                Veriteq

              	
                VL-2000

              	
                03062088

              	
                 

              
	
                LOG05

              	
                Data
                  Logger

              	
                Dickson

              	
                TX120

              	
                04030188

              	
                 

              
	
                LOG06

              	
                Data
                  Logger

              	
                Dickson

              	
                SP150

              	
                4191461

              	
                 

              
	
                LOG07

              	
                Data
                  Logger

              	
                Veriteq

              	
                VL1000

              	
                04071186

              	
                 

              
	
                MDC
                  01

              	
                Manual
                  Diffusion System

              	
                Hanson
                  Research

              	
                40C/1130S

              	
                1003-1447

              	
                 

              
	
                MDC
                  01

              	
                Water
                  Bath for Diffusion System

              	
                VWR

              	
                 

              	
                G22469

              	
                 

              
	
                MICROM01

              	
                Micrometer

              	
                Mitutoyo

              	
                103-137
                  M110-25

              	
                3038878

              	
                 

              
	
                OVEN01

              	
                Oven

              	
                VWR

              	
                1310

              	
                1000303

              	
                 

              
	
                OVEN02

              	
                Oven

              	
                Lab-Line

              	
                100

              	
                0403-1868

              	
                 

              
	
                pH
                  01

              	
                pH/Temp
                  Meter

              	
                Beckman

              	
                340

              	
                3922

              	
                 

              
	
                Pipet
                  01

              	
                100-1000μL
                  Pipet

              	
                VWR

              	
                NA

              	
                341460291

              	
                 

              
	
                Pipet
                  02

              	
                1-5mL
                  Pipet

              	
                VWR

              	
                NA

              	
                238481718

              	
                 

              
	
                PRB01

              	
                Conductivity
                  Cell Probe

              	
                Hirschmann

              	
                NA

              	
                DD04

              	
                 

              
	
                PRI
                  01

              	
                Printer

              	
                HP

              	
                C8049A

              	
                USLNH36053

              	
                 

              
	
                PWS01

              	
                Milli-Q
                  PW System

              	
                Millipore

              	
                A10

              	
                F4HN79653A

              	
                 

              
	
                REFRI
                  01

              	
                Refrigerator

              	
                Kenmore

              	
                253.6072101

              	
                WA33600224

              	
                 

              
	
                SONI
                  01

              	
                Sonicator

              	
                Branson

              	
                2510R-MT

              	
                RLA010379362D

              	
                 

              
	
                SONI
                  02

              	
                Sonicator

              	
                Branson

              	
                8510R-MT

              	
                RPA020381017E

              	
                 

              
	
                STIR
                  01

              	
                Stir
                  Plate

              	
                IKA

              	
                R015PSI

              	
                0.254128

              	
                 

              
	
                STIR
                  02

              	
                Stir
                  Plate

              	
                VWR

              	
                Dylastir
                  941006

              	
                5332

              	
                 

              
	
                STIR
                  03

              	
                Stirrer/Hot
                  Plate

              	
                Corning

              	
                PC-620

              	
                440939

              	
                 

              
	
                TACH01

              	
                Tachometer

              	
                Compact

              	
                A2102U

              	
                2007254

              	
                 

              
	
                TEMP01

              	
                Thermometer

              	
                NA

              	
                NA

              	
                NA

              	
                 

              
	
                TEMP02

              	
                Thermometer

              	
                H-B

              	
                NA

              	
                T26668

              	
                 

              
	
                TEMP03

              	
                Thermometer

              	
                H-B

              	
                33600-028

              	
                HB213051

              	
                 

              
	
                TEMP04

              	
                Thermometer

              	
                H-B

              	
                33600-032

              	
                HB206928

              	
                 

              
	
                TIME01

              	
                Timer

              	
                VWR

              	
                 

              	
                221446050

              	
                 

              
	
                TIME02

              	
                Timer

              	
                Fisher

              	
                06-662-46

              	
                41470756

              	
                 

              
	
                VIS
                  01

              	
                Viscometer

              	
                Brookfield

              	
                DV-II+

              	
                RT72449

              	
                 

              
	
                VIS
                  01

              	
                Viscometer
                  Stand

              	
                Brookfield

              	
                Helipath
                  Stand

              	
                35681

              	
                 

              
	
                WOB01

              	
                Shaft
                  Wobble Meter

              	
                Distek

              	
                0500-0273

              	
                HT1424

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                HPLC
                  Columns, Flammables Storage Cabinet, Glassware, Equipment,
                  Tools

              	
                 

              
	
                Two
                  (2) Nikon Microscopes with Imaging Equipment and Mac 6100
                  Computer

              	
                 

              


      

      


      


      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        2.1(a)(ix)

      Contracts
        Etc.

      


      Takeda
        License Agreement - not assignable by its terms.

      BioMed
        Science Agreement - not assignable without consent.

      Strakan
        Agreement - not assignable without consent.

      


      Any
        other
        contract that does not allow assignment by consent of the third
        party.

      


      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        2.2

      Liabilities

      


      ULURU
        shall pay any PDUFA fees (the "PDUFA
        Fees")
        payable by Access to the FDA on September 30, 2005. 

      


      Buyer
        will assume obligations under the leasing obligations for the equipment
        acquired.

      


      Dell
        Financial Services - computers

      Agilent
        Technologies - HPLC and GC-MS

      Malvern
        Instruments - Zetasizer Nano

      Xerox
        Corp. - copier

      


      The
        following agreements have possible repayments of previous amounts received
        by
        Access (Liabilities to Access) and possible unpaid receivables of amounts
        not
        yet received by Access (Receivables due Access). Following is a list of
        Liabilities to Access and Receivables due Access after the sale of assets
        to
        Uluru.

      


      	·  	
              Laboratories
                Dr. Esteve SA

            


      	o  	
              $150,000
                has been received by Access for signing of the Licensing Agreement
                - there
                is a possible a $90,000 liability that may have to be returned to
                Esteve
                if approval is not received. Access
                Liability

            


      	o  	
              $20,000
                is due Access from Esteve for Technical Approval in Greece and Portugal.
                Access Asset

            


      


      	·  	
              Meda,
                AB

            


      	o  	
              $175,000
                has been received by Access for signing of the Licensing Agreement
                - there
                is a possible a $52,500 liability that may have to be returned to
                Meda if
                approval is not received. Access
                Liability

            


      	o  	
              $50,000
                is due Access from Meda for European Community Approval in Finland
                and
                Sweden. Access Asset

            


      


      	·  	
              Zambon
                Group SpA

            


      	o  	
              E875,000
                has been received by Access for signing of the Licensing Agreement
                - there
                is a possible a E360,000 liability that may have to be returned to
                Zambon
                if approval is not received. Access
                Liability

            


      	o  	
              E355,000
                is due Access from Zambon for Marketing Approval in Holland and Germany.
                Access Asset

            


      


      Discus
        $500,000 up front royalty - Access Liability

      Zambon
        Fine Chemicals $135,000 - Access Liability

      FDA
        receivable $573,500 - Access Asset

      


      Epitan
        n/a

      GSK
        n/a

      Mipharm
        n/a

      OrientEurophamra
        n/a

      Palidin
        n/a

      Proctor
        & Gamble n/a

      Strakan
        n/a

      Wyeth
        n/a

      


      Patent
        annuities with a due date, exclusive of grace period, due before close of
        asset
        sale are Access Liability. After sale date is Uluru Liability.

      


      ProStrakan
        receivable for signing Zindaclin license payment for Spain and Italy. Access
        Asset.

      


      ProStrakan
        receivable for royalty for the third quarter 2005. Access Asset.

      


      


      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        5.2

      Authorization
        and Validity of Agreement

      


      Takeda
        License Agreement

      Strakan
        License Agreement

      Discus
        License Agreement

      Wyeth
        License Agreement

      Biomed
        Sciences Agreement

      


      


      Any
        other
        contract not assignable by its terms.

      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        5.3

      Title
        to Purchased Assets

      


      Pursuant
        to the transactions contemplated by the Securities Purchase Agreement, dated
        as
        of March 30, 2005, by and among Access, Cornell Capital Partners, LP
        ("Cornell")
        and
        Highgate House Funds, Ltd. ("Highgate"),
        and
        the 7% Secured Convertible Debentures issued by Access in connection therewith,
        Access granted each of Cornell and Highgate a security interest in all of
        the
        Company's assets.

      


      Pursuant
        to the transactions contemplated by the Separation Agreement, Access granted
        Kerry P. Gray a security interest in all of the Company's assets.

      


      Certain
        equipment is covered by leases and such equipment is so encumbered.

      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        5.6

      Intellectual
        Property Rights

      


      No
        Encumbrances

      


      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        5.8

      Government
        Approvals

      


      Both
        Access Pharmaceuticals, Inc. and Uluru, Inc. will file letters with the FDA
        regarding the change in ownership of the outstanding NDAs.

      


      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        6.5

      Hired
        Employees' Bonuses and Restricted Stock

      


      
        	
                Hired
                  Employee

              	
                Bonus

              	
                Number
                  of Shares Underlying Options

              	
                Number
                  of Unvested Shares of Restricted Common Stock

              
	 	 	
                Unvested
                  Options

              	
                Vested
                  Options

              	 
	
                E.
                  Howard Callahan, Jr.

              	
                $3,325.95

              	
                6,392

              	
                27,208

              	
                2,235

              
	
                Demit
                  N. Dailey

              	
                $1,159.20

              	
                4,592

              	
                4,708

              	
                681

              
	
                Jody
                  M. Herndon

              	
                $.00

              	
                5,000

              	 	 
	
                Jeremy
                  E Jacob

              	
                $2,901.00

              	
                6,267

              	
                18,833

              	
                1,890

              
	
                Daniel
                  G. Moro

              	
                $10,874.40

              	
                20,883

              	
                67,917

              	
                6,344

              
	
                John
                  J. St John

              	
                $4,356.45

              	
                9,408

              	
                21,792

              	
                2,313

              
	
                Lynda
                  K. Waller

              	
                $2,167.20

              	
                3,625

              	
                3,375

              	
                578

              
	
                Ric
                  Zarcycki

              	
                $5,498.96

              	
                9,958

              	
                11,542

              	
                1,550

              
	
                Total

              	
                $30,283.16

              	
                66,125

              	
                155,375

              	
                15,591

              


      

      


      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        8.2

      Transition
        Team

      


      Stephen
        B. Thompson

      David
        P.
        Nowotnik

      Kerry
        P.
        Gray

      Daniel
        G.
        Moro

      



      
        
          
            BUSDOCS/1504906.3 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Schedule
        8.8

      Hired
        Employees

      


      E.
        Howard
        Callahan, Jr.

      Demit
        N.
        Dailey (effective December 16, 2005)

      Jody
        M.
        Herndon

      Jeremy
        E
        Jacob

      Daniel
        G.
        Moro

      John
        J.
        St John

      Lynda
        K.
        Waller

      Ric
        Zarcycki