Exhibit 10.23


    Execution
      Copy

    PATENT
      ASSIGNMENT AGREEMENT

    This
      Patent Assignment Agreement (this "Assignment")
      is
      made as of October 12, 2005, by Access Pharmaceuticals, Inc., a Delaware
      corporation ("Access").

     

    BACKGROUND

    


    
      	
              A.

            	
              Access
                and ULURU, Inc., a Delaware corporation ("ULURU"),
                have entered into an Asset Sale Agreement, dated as of the date hereof
                (the "Asset
                Sale Agreement"),
                pursuant to which Access, inter alia,
                has agreed to sell, transfer, convey, assign and deliver to ULURU
                the Purchased Assets.

            


    

     

    
      	
              B.

            	
              The
                execution and delivery of this Assignment by Access is a closing
                obligation of Access under the transactions contemplated by the Asset
                Sale
                Agreement.

            


    

     

    
      	
              C.

            	
              All
                capitalized words and terms used in this Assignment and not defined
                herein
                shall have the same meanings ascribed to them in the Asset Sale
                Agreement.

            


    

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, and pursuant to the Asset Sale Agreement, Access
      intending to be legally bound, hereby agrees as follows:

     

    
      	1.  	
              Access
                represents and warrants that, as of the date hereof, it is the record
                owner of the Product Patents and patent applications set forth on
                Schedule
                A
                attached hereto.

            


    

     

    
      	2.  	
              Access
                represents and warrants that, as of the date hereof, except as set
                forth
                in the Asset Sale Agreement, no security interest is outstanding
                in favor
                of any third party with respect to any of its rights in the Product
                Patents.

            


    

     

    
      	3.  	
              Access
                agrees to cooperate with ULURU in providing any documentation or
                assistance that ULURU may reasonably request in securing and perfecting
                the rights transferred pursuant to this
                Assignment.

            


    

     

    
      	4.  	
              Access
                does hereby assign and transfer to ULURU, its successors and assigns,
                and
                confirms ULURU's record ownership of, as of the date hereof, all
                of the
                right, title and interest held by Access in and to the Product Patents
                (including but not limited to any common law rights possessed in
                the
                Product Patents), including the goodwill associated with the Product
                Patents.

            


    

     

    
      	5.  	
              Access
                further assigns and transfers to ULURU and confirms ULURU's ownership
                of,
                as of the date hereof, all rights of Access to damages or profits,
                due or
                accrued, arising out of past infringement of the Product Patents
                or damage
                or injury to the Product Patents or the goodwill associated
                therewith.

            


    

     

    
      	6.  	
              This
                Assignment is binding upon Access, as well as its successors, assigns,
                affiliates, officers and owners and all those acting in concert or
                in
                privity with Access.

            


    

     

    [the
      remainder of this page is left blank intentionally]

    



    
      
        
          


          BUSDOCS/1501886.4 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, this Assignment has been executed by Access, effective as
      of
      the date first above written.

     

    


    ACCESS
      PHARMACEUTICALS, INC.

     

    By:
      /s/Rosemary Mazanet_______________________

    Name:
      Rosemary Mazanet

    Title:
      Acting President

     

    



    
      
        


        BUSDOCS/1501886.4 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      A

    Product
      Patents

    


    
      	
              Country

            	
              Serial
                No.

            	
              Application
                Date

            	
              Patent
                No.

            	
              Issued

            
	 	 	 	 	 
	
              USA

            	
              07/006,670

            	
              Jan.
                19, 1993

            	
              5,362,737

            	
              Nov.
                8, 1994

            
	
              Canada

            	
              2,065,496

            	
              Apr.
                9, 1992

            	
              2,065,496

            	
              Mar
                25, 2003

            
	
              EP

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Austria

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Belgium

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Switzerland

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Germany

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Denmark

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Spain

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              France

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Great
                Britain

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Greece

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Italy

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Luxembourg

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Monaco

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Netherlands

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Portugal

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	
              Sweden

            	
              97202524

            	
              Apr.
                9, 1992

            	
              0836852

            	
              Apr
                22, 1998

            
	 	 	 	 	 
	
              USA

            	
              09/931,319

            	
              Aug
                16, 2001

            	
              6,585,997

            	
              Jul
                1, 2003

            
	
              Canada

            	
              2,459,692

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              PCT

            	
              PCT/US02/26083

            	
              Aug
                16, 2002

            	 	
              National
                Phase

            
	
              EP

            	
              02761390.0

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              Australia

            	
              2002/326664

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              China

            	
              02818327.4

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              Hungary

            	
              P0401281

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              Israel

            	
              160419

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              Iceland

            	
              7155

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              Japan

            	
              2003-520708

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              Korea

            	
              2004-7002303

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              Mexico

            	
              PA/a/2004/001491

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              New
                Zealand

            	
              531766

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              Poland

            	
              P-373327

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              Romania

            	
              2004-107575

            	
              Aug
                16, 2002

            	 	
              Pending

            
	
              South
                Africa

            	
              2004/2067

            	
              Aug
                16, 2002

            	 	
              Pending

            
	 	 	 	 	 
	
              USA

            	
              10/444,512

            	
              May
                23, 2003

            	 	
              Pending

            
	 	 	 	 	 
	
              USA

            	
              11/192,524

            	
              July
                29, 2005

            	 	
              Pending

            
	 	 	 	 	 


    


    
      
        


        BUSDOCS/1501886.4 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Country

            	
              Serial
                No.

            	
              Application
                Date

            	
              Patent
                No.

            	
              Issued

            
	 	 	 	 	 
	
              USA

            	
              06/730,682

            	
              May
                3, 1985

            	
              4,895,727

            	
              Jan.
                23, 1990

            
	
              EP

            	
              86903757.2

            	
              May
                2, 1986

            	
              0221176

            	
              Sep
                14, 1994

            
	
              WO

            	
              PCT/US86/00974

            	
              May
                2, 1986

            	 	
              National
                Phase

            
	
              Austria

            	
              86903757.2

            	
              May
                2, 1986

            	
              111355

            	
              Sept
                15, 1994

            
	
              Australia

            	
              869066

            	
              May
                2, 1986

            	
              8659066

            	
              Dec
                4, 1986

            
	
              Germany

            	
              86903757.2

            	
              May
                2, 1986

            	
              3650068

            	
              Oct
                20, 1994

            
	
              Denmark

            	
              866349

            	
              Dec
                30, 1986

            	
              8606349

            	
              Feb
                2, 1987

            
	
              Finland

            	
              8713

            	
              Jan.
                2, 1987

            	
              8700013

            	
              Feb
                1, 1987

            
	
              Japan

            	
              86502882

            	
              May
                2, 1986

            	
              63500171

            	
              Jan
                21, 1988

            
	
              Norway

            	
              NO
                871

            	
              Jan
                2, 1987

            	
              8700001

            	
              Mar
                2, 1987

            
	
              EP
                (div 1)

            	
              92201393

            	
              May
                2, 1986

            	 	 
	
              EP
                (div 2)

            	
              98105208

            	
              May
                2, 1986

            	 	
              Pending

            
	 	 	 	 	 
	
              GB

            	
              200029018

            	
              Nov
                28, 2000

            	 	
              Pending

            
	
              WO

            	
              PCT/GB01/05257

            	
              Nov
                28, 2001

            	 	
              National
                Phase

            
	
              Australia

            	
              200223091

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              EP

            	
              01998353

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              Brazil

            	
              200115727

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              Canada

            	
              2429205

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              Czech
                Rep.

            	
              2003001491

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              Croatia

            	
              200300433

            	
              May
                28, 2003

            	 	
              Pending

            
	
              Hungary

            	
              2004520

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              Israel

            	
              152720

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              Japan

            	
              2002545709

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              Poland

            	
              362279

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              Slovakia

            	
              2003632
                

            	
              Nov
                28, 2001

            	 	
              Pending

            
	
              USA

            	
              10/432,848

            	
              Jan.
                28, 2004

            	 	
              Pending

            
	
              South
                Africa

            	
              200305012

            	
              Nov
                28, 2001

            	 	
              Pending

            
	 	 	 	 	 
	
              USA

            	
              07/713,558

            	
              June
                10, 1991

            	
              5,166,149

            	
              Nov.
                24, 1992

            
	 	 	 	 	 
	
              USA

            	
              07/916,432

            	
              July
                21, 1992

            	
              5,292,731

            	
              Mar.
                8, 1994

            
	
              WO

            	
              PCT/US87/01027

            	
              Oct.
                27, 1987

            	 	
              National
                Phase

            
	
              Austria

            	
              87907401

            	
              Oct
                27, 1987

            	
              70449

            	
              Jan
                15, 1992

            
	
              Australia

            	
              8781724

            	
              Oct
                27, 1987

            	
              616641

            	
              Nov.
                7, 1991

            
	
              Germany

            	
              87907401

            	
              Oct
                27, 1987

            	
              3775387

            	
              Jan
                30, 1992

            
	
              Japan

            	
              87506947

            	
              Oct.
                27, 1987

            	
              1501794

            	
              June
                22, 1989

            
	
              EP

            	
              87907401

            	
              Oct.
                27, 1987

            	
              288,534

            	
              Dec.
                18, 1997