Exhibit 10.24


    

      Execution
        Copy

       

      LICENSE
        AGREEMENT

       

      THIS
        LICENSE AGREEMENT (this "Agreement")
        is
        made and entered into effective as of October 12, 2005 (the "Effective
        Date"),
        by
        and between Access Pharmaceuticals, Inc., a Delaware corporation ("Licensor")
        and
        ULURU, Inc., a Delaware corporation ("Licensee").

       

      RECITALS:

       

      
        	
                A.

              	
                Licensor
                  and Licensee have entered into an Asset Sale Agreement of even
                  date
                  herewith (the "ASA")
                  whereby Licensor is selling certain of its assets and liabilities
                  to
                  Licensee as of the Closing Date (as defined
                  therein).

              


      

       

      
        	
                B.

              	
                Pursuant
                  to the ASA, Licensor has retained ownership of certain patents
                  and patent
                  applications, including certain patent applications related to
                  its
                  nanoparticle aggregate technology (as described in Exhibit A
                  attached hereto, the "Patents").

              


      

       

      
        	
                C.

              	
                Licensee
                  desires to obtain from Licensor, and Licensor desires to grant
                  to
                  Licensee, an exclusive, fully-paid up, worldwide license under
                  the Patent
                  Rights (as defined below) in the Field of Use described below,
                  on the
                  terms and conditions set forth in this
                  Agreement.

              


      

       

      NOW,
        THEREFORE, in consideration of the foregoing recitals and the mutual
        representations, warranties, covenants and agreements contained herein, the
        parties hereto agree as follows:

       

      	1.  	
              Definitions.
                Capitalized terms used but not defined herein shall have the meanings
                set
                forth in the ASA.

            


       

      	(a)  	
              "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.

            


       

      	(b)  	
              "Confidential
                Information"
                means any information which is disclosed by Licensee or Licensor
                during
                the term of this Agreement which is or should be reasonably understood
                by
                the receiving party to be confidential or proprietary to the disclosing
                party, including, without limitation, any non-public information
                of
                Licensee or Licensor, and any scientific or technical data, know-how
                or
                expertise of Licensee or Licensor that relates to a Licensed Product
                (whether existing at or after the Effective Date); provided,
                however,
                that "Confidential Information" shall not include information that
                (i) was
                in the receiving party's possession or was known to it prior to its
                receipt from the disclosing party, as evidenced by the receiving
                party's
                written records; (ii) is or becomes public knowledge without the
                fault of
                the receiving party; (iii) is or becomes rightfully available on
                an
                unrestricted basis to the receiving party from a source other than
                a party
                owing an obligation of confidentiality to the disclosing party; or
                (iv) is
                independently developed by employees of the receiving party who have
                not
                had direct or indirect access to the disclosing party's Confidential
                Information, as evidenced by the receiving party's written
                record.

            


       

      	(c)  	
              "FDA"
                means the Food and Drug Administration of the U.S. Department of
                Health
                and Human Services.

            


       

      	(d)  	
              "Field
                of Use"means all applications of the Patent Rights excluding subcutaneous
                or intramuscular drug delivery implants. 

            


       

      	(e)  	
              "Improvements"means,
                individually and collectively, all discoveries, inventions, know-how,
                techniques, methodologies, modifications, improvements, designs and
                data
                (whether or not protectable under patent, trade secrecy or similar
                laws)
                relating to additions, developments, enhancements, updates and other
                changes in or to the Patent Rights.

            


       

      	 	
              "Licensed
                Product"means
                any product or device that: (i) is developed, designed, modified,
                improved, manufactured, used, imported, sold or offered for sale
                by or on
                behalf of the Licensee or its Affiliates (or its or their sublicensees)
                that would, in the absence of this Agreement, infringe a Valid and
                Enforceable claim in the Patent Rights; or (ii) incorporates the
                Patent
                Rights.

            


       

      	 	
              "Patent
                Rights"means
                each and all of the following: (i) all right, title and interest
                of
                Licensor and its Affiliates in the Patents, any Valid and Enforceable
                claim in any patent issuing from any patent applications, and any
                Valid
                and Enforceable claim in any issued patent, claiming priority to
                any of
                the foregoing, including any reissues, re-examinations, divisionals,
                continuations and continuations-in-part, and extensions thereof;
                and (ii)
                any corresponding foreign patents or patent applications related
                or
                claiming priority thereto.

            


       

      	 	
              "Valid
                and Enforceable"means,
                with respect to any patent claim, a claim in any unexpired patent
                which
                has not been held invalid or unenforceable by a decision of a court
                or
                other governmental agency of competent jurisdiction, unappealable
                or
                unappealed within the time period allowed for appeal, or which has
                not
                been admitted to be invalid through reissue, reexamination or
                disclaimer.

            


       

      2.  License.

       

      	(a)  	
              Grant.Licensor
                hereby grants to Licensee and its Affiliates an exclusive, worldwide,
                nontransferable right and license, with the right to grant sublicenses
                as
                set forth in Section 2(b), under the Patent Rights (including, without
                limitation, any Improvements conceived or reduced to practice by
                an
                employee, agent, or consultant of Licensor) to develop, design, modify,
                improve, make, have made, use, import, offer to sell and sell the
                Licensed
                Products solely in the Field of Use during the term of this Agreement.
                Licensee hereby acknowledges that: (i) Licensor is the sole and exclusive
                owner of all right, title and interest in and to the Patent Rights,
                and
                (ii) Licensor retains the right to use the Patent Rights for its
                own
                purposes and to use and grant to others licenses to use the Patent
                Rights
                outside the Field of Use. Except as set forth in this Agreement,
                Licensee
                shall not have any right, title or interest in or to the Patent Rights.
                Licensee and its Affiliates shall have no right to manufacture, use,
                import, offer to sell or sell Licensed Products outside of the Field
                of
                Use. Licensee will own all rights, title and interest in and to any
                Improvement conceived or reduced to practice by an employee, agent,
                or
                consultant of Licensee or its Affiliates.


            


       

      	(b)  	
              Sublicenses.Licensee
                and its Affiliates may grant sublicenses under the Patent Rights
                without
                the prior written consent of the Licensor solely in the Field of
                Use;
                provided,
                however, that (i) such sublicenses are no less protective of Licensor's
                rights as the provisions set forth in this Agreement, and to the
                extent
                applicable, shall include all of the rights and obligations due to
                Licensor hereunder; and (ii) Licensee makes payments to Licensor
                based
                upon milestones and sales of Licensed Products by its Affiliates
                and such
                sublicensees in accordance with Section 3, as if such milestones
                and sales
                of Licensed Product were reached and/or made by Licensee.
                

            


       

      	(c)  	
              Patent
                Marking.Licensee,
                its Affiliates and all sublicensees shall mark all Licensed Products
                in
                accordance with the statutes of any country where a patent application
                has
                been filed or a patent issued relating to the Patent Rights. To the
                extent
                the Licensed Product cannot be marked, such marking shall be included
                in
                the literature and/or marketing materials describing the Licensed
                Product.

            


       

      3.  Payments.

       

      	(a)  	
              Milestone
                Payments.In
                consideration of the licenses granted herein, Licensee shall make
                the
                milestone payments to Licensor as set forth in Section 3.2 of the
                ASA.

            


       

      	(b)  	
              Notice
                of Triggering Events.
                Licensee shall provide Licensor with prompt written notice of: (i)
                the
                commencement of Phase II clinical testing of any Licensed Product;
                (ii)
                execution of any agreement by and between Licensee or its Affiliates
                and
                any third party with respect to any Patent Rights or a Licensed Product;
                and (iii) the first commercial sale of each Licensed Product
                ("First
                Commercial Sale").

            


       

      	(c)  	
              Books
                and Records.Licensee
                agrees to keep, and shall cause its Affiliates and sublicensees to
                keep,
                complete and accurate books of account and records covering all
                transactions relating to this Agreement, including Annual Net Sales
                as
                reported pursuant to Section 3.2 of the ASA. All such books of account
                and
                records shall be kept available for at least two (2) years after
                the
                termination or expiration of this
                Agreement.

            


       

      	(d)  	
              Expenses.Unless
                otherwise specifically set forth herein, all fees, costs and expenses
                incurred by Licensee in developing, manufacturing, promoting, marketing
                and selling Licensed Products or otherwise incurred under this Agreement
                shall be borne solely by Licensee.

            


       

      4.  Regulatory
        Approval and Commercialization.

       

      


       

      	(a)  	
              Regulatory
                Approvals.Licensee
                shall be responsible, at its expense, for filing, obtaining, and
                maintaining all necessary
                authorizations from the FDA and any comparable foreign regulatory
                authorities for the marketing and sale of Licensed Products in the
                United
                States and such foreign countries as Licensee, in its sole discretion,
                determines. Licensee's
                obligations under this Section 4(b) shall include the preparation
                and
                filing of any required submissions and the establishment and oversight
                of
                any required clinical investigations and clinical follow-up relating
                to
                future commercial sale of the Licensed
                Products.

            


       

      	(b)  	
              Manufacturing
                and Sales.Upon
                receipt of a substantially equivalent letter from the FDA clearing
                the
                Licensed Product for marketing, Licensee shall be responsible for
                manufacturing, marketing and selling such Licensed Product and Licensee
                shall use commercially reasonable efforts to market and sell such
                Licensed
                Product.

            


       

      	5.  	
              Licensee's
                Representations and Warranties.Licensee
                hereby represents and warrants to Licensor that as of the date
                hereof:

            


       

      	(a)  	
              Licensee
                is a corporation duly organized, validly existing and in good standing
                under the laws of the State of Delaware, and this Agreement has been
                duly
                authorized by all necessary corporate action on the part of
                Licensee.

            


       

      	(b)  	
              This
                Agreement is the legal, valid and binding obligation of Licensee,
                enforceable against Licensee in accordance with its
                terms.

            


       

      	(c)  	
              Neither
                the execution and delivery of this Agreement nor the compliance with
                the
                terms and conditions hereof will conflict with, result in a breach
                or
                violation by Licensee of or constitute a default under any of the
                terms,
                conditions or provisions of any contract, agreement or other instrument
                to
                which Licensee is or may be bound or
                affected.

            


       

      	(d)  	
              Licensee
                will comply with all applicable laws in performing its obligations
                under
                this Agreement.

            


       

      	6.  	
              Licensor's
                Representations and Warranties.Licensor
                hereby represents and warrants to Licensee that as of the date
                hereof:

            


       

      	(a)  	
              Licensor
                is a corporation duly organized, validly existing and in good standing
                under the laws of the State of Delaware, and this Agreement has been
                duly
                authorized by all necessary corporate action on the part of
                Licensor.

            


       

      	(b)  	
              This
                Agreement is the legal, valid and binding obligation of Licensor,
                enforceable against Licensor in accordance with its
                terms.

            


       

      	(c)  	
              Neither
                the execution and delivery of this Agreement nor the compliance with
                the
                terms and conditions hereof will conflict with, result in a breach
                or
                violation by Licensor of or constitute a default under any of the
                terms,
                conditions or provisions of any contract, agreement or other instrument
                to
                which Licensor is or may be bound or
                affected.

            


       

      	(d)  	
              Licensor
                will comply with all applicable laws in performing its obligations
                under
                this Agreement.

            


       

      EXCEPT
        FOR THE REPRESENTATIONS AND WARRANTIES IN SECTIONS 5 AND 6, THE PATENT RIGHTS
        ARE LICENSED ON AN "AS IS" BASIS, AND NO PARTY MAKES ANY OTHER EXPRESS OR
        IMPLIED WARRANTY HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
        OF TITLE, NON-INFRINGEMENT, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
        PURPOSE, AND EACH HEREBY DISCLAIMS THE SAME.

       

      7.  Term
        and Termination.

       

      	(a)  	
              Term.The
                term of this Agreement shall commence on the Effective Date and shall
                remain in force, unless terminated earlier in accordance with Section
                7(b), until the last to expire of the Patent
                Rights.

            


       

      	(b)  	
              Termination.Notwithstanding
                the provisions of Section 7(a), this Agreement may be terminated
                upon
                mutual written agreement of the parties.

            


       

      


      	(c)  	
              Rights
                and Obligation on Termination.In
                the event of termination or expiration of this Agreement for any
                reason,
                the parties shall have the following rights and
                obligations:

            


       

      	(i)  	
              Licensee
                shall remain responsible for any payment due to Licensor that has
                accrued
                prior to the effective date of
                termination.

            


       

      	(ii)  	
              The
                licenses granted to Licensee under Sections 2(a) and 2(b) above shall
                immediately terminate and be of no further force and effect. Licensor,
                at
                its sole discretion, shall determine whether any or all sublicenses
                entered into by and between Licensee and its sublicensees prior to
                the
                effective date of termination of this Agreement shall be canceled
                or
                assigned to Licensor.

            


       

      	(iii)  	
              Sections
                1, 2(c), 3, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive termination
                of this
                Agreement.

            


       

      	(iv)  	
              Subject
                to its obligations under Section 3, Licensee, its Affiliates and
                sublicensees shall be permitted to sell any inventory of Licensed
                Product
                in fully-finished form on hand at the effective date of termination.
                

            


       

      	(v)  	
              Each
                party will return to the other party or certify in writing to the
                other
                party that it has destroyed all documents and other tangible items
                it or
                its employees or agents have received or created pursuant to this
                Agreement pertaining, referring or relating to the Confidential
                Information of the other party.

            


       

      8.  Patent
        Prosecution and Infringement.

       

      	(a)  	
              Patent
                Matters.Licensor
                shall pay when due all maintenance fees for the Patent Rights in
                accordance with applicable laws and regulations. Licensor shall have
                sole
                responsibility for the prosecution of the Patent Rights before the
                applicable governing examining authority, except that the Licensee
                shall
                have the right to participate, at its own expense, in the prosecution
                on
                any patent claims before the applicable examining authority that
                encompass
                subject matter in the Field of Use, including, but not limited to,
                the
                drafting and submitting to the examining authority of new patent
                claims in
                the Field of Use either in a pending, continuation or divisional
                application ("New Patent Claims") and to review and approve any
                submissions to the examining authority by Licensor that pertain to
                claims
                encompassing subject matter in the Field of Use. In the event Licensee
                requests that Licensor prosecute any New Patent Claims, Licensor
                shall
                prosecute such New Patent Claims at Licensee's expense, subject to
                Licensee's right to participate as set forth above. Licensor shall
                keep
                Licensee promptly apprised of all proceedings concerning prosecution
                of
                the Patent Rights before the applicable examining authority and timely
                provide copies of all correspondence, filings and actions with such
                authorities. If Licensor intends to abandon any of the Patent Rights,
                it
                shall so notify Licensee of its intent at least 30 days prior to
                such
                abandonment and shall assign any such rights to prosecute to Licensee.
                Following such assignment, Licensee shall have the right to prosecute
                such
                abandoned Patent Rights in its own name at its own expense. Licensee
                and
                Licensor shall cooperate fully with each other to execute all necessary
                documentation to enable each party to perform its duties and exercise
                its
                rights under the terms of this Section
                8(a).

            


       

      	(b)  	
              Infringement.(i)
                When information comes to the attention of Licensor or Licensee to
                the
                effect that any of the Patent Rights in the Field of Use have been
                or are
                threatened to be infringed or misappropriated by a third party, Licensee,
                or Licensor, should Licensee decline to do so (as shall be evidenced
                by
                Licensee delivering notice to Licensor of its election not to take
                action)
                (as applicable, the "Prosecuting
                Party"),
                shall have the right, but not the obligation, at its expense, to
                take such
                action as the Prosecuting Party may deem necessary to prosecute or
                prevent
                such infringement or misappropriation, including the right to bring
                or
                defend any suit, action or proceeding involving any such disclosure,
                infringement or misappropriation. Licensor or Licensee, as applicable,
                shall notify the other party hereto promptly of the receipt of any
                such
                information with respect to third party infringement or misappropriation
                and of the commencement of any such suit, action or proceeding related
                thereto. If the Prosecuting Party determines that it is necessary
                or
                desirable for the other party hereto to join any such suit, action
                or
                proceeding, the other party hereto shall execute all documents and
                perform
                such other acts as may be reasonably required. The
                Prosecuting Party will reimburse the other party for its reasonable
                expenses incurred in connection with such matters, after the Prosecuting
                Party's reimbursement of its own costs and expenses.
                

            


       

      
        	 	
                (i)

              	
                The
                  Prosecuting Party may collect for its own use all damages, profits,
                  settlements and awards of whatever nature recoverable from such
                  suit or in
                  settlement thereof, and shall have the right to first reimburse
                  itself,
                  out of any such sums recovered in such suit or in settlement thereof
                  for
                  all costs and expenses, including reasonable attorneys' fees, reasonably
                  involved in the prosecution of such suit. Any funds that shall
                  remain from
                  said recovery shall then be used to reimburse the cooperating party,
                  if
                  applicable, for its reasonable expenses, with the remainder to
                  be retained
                  by the Prosecuting Party.

              


      

       

      9.  Indemnification.

       

      	(a)  	
              Indemnification
                by Licensor.
                Licensor shall indemnify, hold harmless, defend and protect Licensee
                and
                its Affiliates, sublicensees, successors, assigns, employees,
                representatives and agents ("Licensee
                Indemnitees")
                from and against any and all claims, causes of action, costs, expenses,
                losses, damages and liabilities (including, without limitation, reasonable
                attorneys' fees) ("Losses")
                imposed upon the Licensee Indemnitees by a third party arising out
                of or
                resulting from (i) the breach of Licensor's representations, warranties
                or
                obligations under this Agreement; or (ii) any
                negligence or intentional misconduct by Licensor (or its Affiliates
                agents, consultants or employees) in performing its obligations under
                this
                Agreement.  The
                foregoing indemnification action shall not apply in the event and
                to the
                extent that a court of competent jurisdiction determines that such
                Losses
                arose as a result of any Licensee Indemnitees' negligence, intentional
                misconduct or breach of this Agreement or are the subject of Section
                9(b).

            


       

      	(b)  	
              Indemnification
                by Licensee.
                Licensee shall indemnify, hold harmless, defend and protect Licensor
                and
                its Affiliates, successors, assigns, employees, representatives and
                agents
                ("Licensor
                Indemnitees"),
                from and against any and all Losses imposed upon the Licensor Indemnitees
                by a third party arising out of or resulting from (i) the breach
                of
                Licensee's representations, warranties or obligations under this
                Agreement, (ii) any
                negligence or intentional misconduct by Licensee (or its Affiliates
                agents, consultants or employees) in performing its obligations under
                this
                Agreement; or
                (iii) any claim related to the development, design, manufacture,
                use,
                import, offer or sale of the Licensed Products by Licensee. The
                foregoing indemnification action shall not apply in the event and
                to the
                extent that a court of competent jurisdiction determines that such
                Losses
                arose as a result of any Licensor Indemnitees' negligence, intentional
                misconduct or breach of this Agreement or are the subject of Section
                9(a).

            


       

      	(c)  	
              Procedure.
                If a claim by a third party is made against an indemnified party
                and if
                the indemnified party intends to seek indemnity with respect thereto
                under
                this Section 9, such indemnified party shall promptly notify the
                indemnifying party of such claim; provided
                that failure to give timely notice shall not affect the rights of
                the
                indemnified party so long as the failure to give timely notice does
                not
                adversely affect the indemnifying party's ability to defend such
                claim
                against a third party. The indemnifying party shall be entitled to
                assume
                the defense thereof, with counsel selected by the indemnifying party.
                The
                indemnifying party shall have control of the defense of any such
                action,
                including any appeals and negotiations for the settlement or compromise
                thereof and shall have full authority to enter into a binding settlement
                or compromise; provided
                that the indemnifying party shall not enter into any settlement or
                compromise which may adversely affect the indemnified party without
                the
                indemnified party's consent, which consent shall not be unreasonably
                withheld. If the indemnifying party assumes the defense of such claim,
                the
                indemnifying party shall not be responsible for any legal or other
                expenses subsequently incurred by such indemnified party in connection
                with the defense thereof. The indemnified party may participate,
                at its
                own cost and expense, in the defense of any such claim; provided
                that the indemnifying party shall control such
                defense.

            


       

      	(d)  	
              Cooperation
                as to Indemnified Liability.
                Each indemnified party hereto shall, at the expense of the indemnifying
                party, cooperate fully with the indemnifying party with respect to
                access
                to books, records, or other documentation within the indemnified
                party's
                control, if deemed reasonably necessary or appropriate by the indemnifying
                party in the defense of any claim that may give rise to indemnification
                hereunder.

            


       

      	10.  	
              Confidentiality.(a)
                Confidential Information. Confidential Information of each party
                is the
                exclusive property of such party. Confidential Information of either
                party
                may be used by the other party only in connection with the performance
                of
                or as authorized by this Agreement. Each party will protect the
                confidentiality of Confidential Information of the other party in
                the same
                manner that it protects the confidentiality of its own proprietary
                and
                confidential information, including, without limitation, by entering
                into
                appropriate confidentiality agreements with Affiliates, sublicensees,
                employees, independent contractors and subcontractors. Access to
                and use
                of Confidential Information will be restricted to those of Licensor's
                and
                Licensee's Affiliates, employees or contractors engaged in a use
                permitted
                under this Agreement and who have been apprised of the confidential
                nature
                of such information. Each party will be responsible for any breaches
                of
                this Section 10 by its Affiliates, employees or contractors. Confidential
                Information may not be copied or reproduced without the disclosing
                party's
                prior written consent, except as necessary for use in connection
                with this
                Agreement. Upon request of the other party or termination of this
                Agreement, each party shall return all such Confidential Information
                to
                the other party.

            


       

      (b) Disclosure
        Upon Process. In
        the
        event either party receives a subpoena, or other validly-issued administrative
        or judicial process, requesting that Confidential Information of the other
        party
        be disclosed, it will promptly notify the other party of such receipt. The
        party
        receiving such request will thereafter be entitled to comply with such subpoena
        or other process, only to the extent required by law.

      


      (c) Breach. If
        either
        party learns of any breach of this Section 10, it shall promptly notify the
        other party. Breach or threatened breach of this Section 10 could cause
        irreparable harm to the affected party and such party shall be entitled,
        without
        first exhausting other remedies or procedures, to equitable relief, including
        injunctive relief, in addition to all of its other rights and remedies at
        law or
        in equity that may be available to it.

      


      	11.  	
              Limitation
                of Liability.
                EXCEPT FOR: (i) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION
                9,
                (ii) AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION
                CLAIMS,
                AND (iii) AMOUNTS PAYABLE WITH RESPECT TO LICENSOR'S FAILURE TO PROSECUTE
                AND MAINTAIN THE PATENT RIGHTS AS PROVIDED HEREIN, NEITHER PARTY
                SHALL BE
                LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL,
                CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION
                WITH
                THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
                HOWEVER
                CAUSED, UNDER ANY THEORY OF LIABILITY.

            


       

      


      12. Miscellaneous.

       

      (a) 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. 

      


      (b) Further
        Assurances and Actions. Each
        of
        the parties hereto, upon the request of the other party hereto, whether before
        or after the Effective Date 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. 

      


      (c) Announcements. No
        party
        shall make a public announcement regarding the execution of this Agreement
        without the prior written consent of the other party; provided that nothing
        herein shall restrict Licensor or Licensee from making any public announcement
        of the execution of 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, Licensee 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 Licensed Products
        with
        any
        state or Federal agency. Once the Agreement is executed, the Licensee shall
        be
        free to make public announcements regarding advancements in the development
        and
        commercialization of the technology and other relevant issues deemed appropriate
        by the Licensee without any prior consent of the Licensor.

      


      (d) 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):

      


      if
        to
        Licensor, 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.

      


      if
        to
        Licensee, 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.

      


      


      (e) 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 12(d) 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.

      


      (f) Entire
        Agreement; Amendments. This
        Agreement and the Asset Sale Agreement, including the Exhibits hereto and
        thereto, constitute 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.

      


      (g) 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.

      


      (h) 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.

      


      (i) 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 that either party may assign
        its rights and obligations under this Agreement, without the prior written
        consent of the other party, to (i) an Affiliate, or (ii) a successor of the
        assigning party's business or the applicable business unit by reason of merger,
        sale of all or substantially all of the assets of the business or applicable
        business unit, provided that such successor to the business or applicable
        business unit agrees in writing to be bound by this Agreement. Such consent
        shall not be unreasonably withheld or delayed. Any permitted assignee shall
        assume all obligations of its assignor under this Agreement. 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.

      


      (j) 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.

      


      (k) 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. 

      


      (l) No
        Waiver of Remedies. No
        delay
        on the part of Licensee or Licensor in exercising any right, power or privilege
        hereunder shall operate as a waiver thereof, nor shall any waiver on the
        part of
        either Licensee or Licensor 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.

      


      (m) Relationship. This
        Agreement shall not constitute either party as the legal representative,
        partner, joint venturer or agent of the other party hereto, nor shall either
        party have the right or authority to assume, create, or incur any liability
        or
        any obligation of any kind, express or implied, against or in the name of
        or on
        behalf of the other party hereto.

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

       

      


       


      
        
          
            BUSDOCS/1502447.4 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      


       

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

       

      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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      [Signature
        Page to License Agreement]

      



      
        
          
            BUSDOCS/1502447.4 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        A

       

      PATENT
        RIGHTS

       

      Nanoparticle
        aggregate patent pending technology injectable hydrogel nanoparticle
        technology:

      


      Patent
        application 10/289,756 “Shape Retentive Hydrogel Particle Aggregates and Their
        Uses”

      


      Patent
        application 10/960,461 “Aggregates Resulting from Injectable Hydrogel
        Nanoparticle Suspensions and their Uses”

       

      
        OPPENHEIMER:
          2340913 v03 07/18/2005