Exhibit 10.27


    

      


      


      LICENSE
        AND SUPPLY AGREEMENT

       

      THIS
        LICENSE AND SUPPLY AGREEMENT (this “Agreement”)
        is
        made and entered into as of this 15th day of April, 2005 (the “Effective Date”),
        between Discus Dental Inc., a corporation organized and existing under the
        laws
        of California (“DISCUS”)
        and
        Access Pharmaceuticals, Inc., a corporation organized and existing under
        the
        laws of Delaware (“ACCESS”).

       

      RECITALS

      


      WHEREAS,
        ACCESS
        has developed a proprietary oral paste and a proprietary oral mucoadhesive,
        erodible patch that contains amlexanox as the active ingredient for the
        prevention and treatment of canker sores, and has obtained United States
        Patents
        No. 6,585,997 and No. 5,362,737 in connection therewith:

      


      WHEREAS,
        DISCUS
        possesses substantial resources and expertise in the commercialization and
        marketing of oral care products; and

      


      WHEREAS,
        ACCESS
        desires to grant to DISCUS, and DISCUS desires to obtain from ACCESS, certain
        licenses with respect to the Products (as defined below), including, without
        limitation, certain marketing and distribution rights, all under the terms
        and
        subject to the conditions set forth herein.

      


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

      


      1. DEFINITIONS

      


      
        	 	
                1.1

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

              


      

      


      1.1.1  “Accepted Product”
has
        the
        meaning set forth in Section 2.9.

      


      1.1.2  “ACCESS”
has
        the
        meaning set forth in the Preamble.

      


      	1.1.3  	
              “ACCESS
                Confidential Information” means all information, Specifications, know-how
                and data pertaining to the Products and ACCESS’s business or its
                Manufacturing operations disclosed to DISCUS or its Affiliates hereunder,
                including, without limitation, all information, Specifications, know-how
                and data related to the design, implementation, performance and
                manufacture of the Products, and any correspondence with the FDA
                or any
                other Regulatory Authority, clinical study data, new drug applications,
                analytical data, or operating procedures.

            


      


      	1.1.4  	
              “ACCESS’s
                Third Party Manufacture” means with respect to each Product, the
                manufacturer designated to be used in the Manufacture of such Product
                until such time as DISCUS exercises any right that it may have to
                designate an alternative manufacturer under this Agreement. ACCESS
                may
                designate itself as an ACCESS’s Third Party Manufacturer provided that in
                such case ACCESS may not contract out those responsibilities to a
                Third
                Party.

            


      


      	1.1.5  	
              “ACCESS
                Invention”
                has the meaning set forth in Section
                11.2.4.

            


      


      	1.1.6  	
              “ACCESS
                Trademark” means any trademark, trade name, trade dress, slogan, logo, or
                similar item used by ACCESS prior to or as of the Effective Date,
                or
                subsequent to the Effective Date in connection with any ACCESS product
                other than the Products.

            


      


      	1.1.7  	
              “Affiliate”
                means, in the case of either Party, any corporation, joint venture,
                or
                other business entity which directly or indirectly controls, is controlled
                by or is under common control with that Party. The term “control,” as used
                in this definition, means having the power to direct, or cause the
                direction of, the management and policies of an entity, whether through
                ownership of voting securities, by contract or otherwise. Notwithstanding
                the foregoing, for purposes of this Agreement, the term “Affiliate” does
                not include entities in which a Party or its Affiliates owns a majority
                of
                the ordinary voting power to elect a majority of the board of directors
                but is restricted from electing such majority by contract or otherwise,
                until such time as such restrictions are no longer in
                effect.

            


      


      	1.1.8  	
              “Aphthasol”
                means that certain ACCESS Aphthasol paste as more fully described
                in
                Exhibit A.

            


      


      	1.1.9  	
              “Batch”
                means the volume of finished, packaged Products obtained from a validated
                Manufacturing run.

            


      


      	1.1.10  	
              “Best
                Price”
                has the meaning set forth in the Section
                5.2.3.

            


      


      	1.1.11  	
              “Certificate
                of Analysis”
                means the document identifying the results of the Methods of Analysis
                for
                a specific Batch of Products in a form agreed to by the Parties in
                writing
                but which shall include, without limitation, the applicable Products
                Batch’s manufacturing date, expiration date, lot number and testing
                results and data.

            


      


      	1.1.12  	
              “Confidential
                Information”
                means DISCUS Confidential Information, ACCESS Confidential Information,
                or
                both, as the context requires.

            


      


      	1.1.13  	
              “Continuing
                Party”
                has the meaning set forth in the Section
                11.4.2(c).

            


      


      	1.1.14  	
              “Contract
                Year”
                means each consecutive twelve (12) month period during the Term,
                the first
                of which shall commence on the date of Launch and end on the first
                anniversary thereof.

            


      


      	1.1.15  	
              “Control”
                or “Controlled”
                means, with respect to any item of information or intellectual property
                right, the possession, whether by ownership or exclusive license,
                of the
                right to grant a license or other right with respect thereto.
                

            


      


      	1.1.16  	
              “Declining
                Party”
                has the meaning set forth in the Section
                11.4.2(c).

            


      


      	1.1.17  	
              “DISCUS”
                has the meaning set forth in the
                Preamble.

            


      


      	1.1.18  	
              “DISCUS Confidential
                Information”
                means all information, Specifications, know-how and data pertaining
                to
                DISCUS’s business disclosed to ACCESS hereunder, including, without
                limitation, marketing and sales plans, artwork, formats, equipment,
                logos,
                drawings, customer lists, analytical data, operating procedures and
                all
                ordering and sales information.

            


      


      	1.1.19  	
              “Effective
                Date”
                has the meaning set forth in the
                Preamble.

            


      


      	1.1.20  	
              “Extraordinary
                Event Increase”
                has the meaning set forth in Section
                5.2.2.

            


      


      	1.1.21  	
              “Facility”
                means ACCESS’s Third Party Manufacturing facilities, and any subsequent or
                replacement Third Party Manufacturing facility identified to DISCUS
                in
                accordance with Section 2.7.

            


      


      	1.1.22  	
              “FDA”
                means the United States Food and Drug Administration, or any successor
                entities thereto.

            


      


      	1.1.23  	
              “FD&
                C Act”
                means the Federal Food, Drug and Cosmetic Act, and all regulations
                promulgated thereunder, as the same may be amended or supplemented
                from
                time to time.

            


      


      	1.1.24  	
              “Field”
                means the diagnosis or treatment of oral aphthous ulcers or disease,
                lesions, or malady in the oral cavity, including but not limited
                to the
                alveolar, tongue, gums, jaws, or associated structures, with the
                Products.

            


      


      	1.1.25  	
              “Force
                Majeure Event”
                has the meaning set forth in Section 10.

            


      


      	1.1.26  	
              “Good
                Manufacturing Practice”
                or “GMP” means (a) the then current standards for the manufacture of
                pharmaceuticals, as set forth in the FD&C Act, and (b) any quality
                requirements set forth in this Agreement.

            


      


      	1.1.27  	
              “Indemnified
                Party”
                has the meaning set forth in Section
                7.1.3.

            


      


      	1.1.28  	
              “Indemnifying
                Party”
                has the meaning set forth in Section
                7.1.3.

            


      


      	1.1.29  	
              “Intellectual
                Property Rights”
                means Patents, designs, formulae, trade secrets, know-how, inventions,
                industrial models, and technical information and whether now existing
                or
                coming into existence during the Term and which are necessary for
                and/or
                related to the use or distribution of the Products, including, without
                limitation any research and development information, pre-clinical,
                clinical and other technical data, in each case which are not generally
                known or available and all information necessary or relating to
                development, registration, and
                Manufacturing.

            


      


      	1.1.30  	
              “Invention”
                means any new or useful method, process, manufacture, compound or
                composition of matter, whether or not patentable or copyrightable,
                or any
                improvement thereof arising during the Term with respect to the Products,
                their Manufacture and/or use.

            


      


      	1.1.31  	
              “Joint
                Patent Rights”
                has the meaning set forth in the Section
                11.4.2(a).

            


      


      	1.1.32  	
              “Launch”
                means the date, following approval by FDA of the right of any of
                ACCESS’s
                Third Party Manufacturers to Manufacture OraDisc A and DISCUS’s right to
                sell OraDisc A, on which OraDisc A is sold by DISCUS for the first
                time to
                a Third Party for commercial or consumer use or distribution in the
                Territory.

            


      


      	1.1.33  	
              “Manufacture,”
                “Manufactured”
                or “Manufacturing”
                means all activities involved in the production of the Products,
                including, without limitation, the preparation, formulation, finishing,
                testing, packaging, storage and labeling of the Products and the
                handling,
                storage and disposal of any residues or wastes generated
                thereby.

            


      


      	1.1.34  	
              “Materials”
                means all materials, including, without limitation, all raw materials,
                ingredients, packaging supplies and labels, required for the Manufacture
                of Products:

            


      


      	1.1.35  	
              “Methods
                of Analysis”
                means the methods of analysis for the Products which are mutually
                agreed
                upon in writing between the Parties within ninety (90) days after
                the
                Effective Date and attached hereto as Exhibit
                B.

            


      


      	1.1.36  	
              “Net
                Sales”
                means, with respect to the Products, the gross invoiced sales amount
                of
                the Products sold by DISCUS or its Affiliates to non-affiliate Third
                Parties, after deduction of the following items, to the extent that
                such
                deductions are reasonable estimates accrued by Discus: (a) trade
                and
                quantity discounts, net of any give-backs received by DISCUS in return;
                (b) refunds, rebates, retroactive price adjustments and service
                allowances; (c) credits or allowances given for rejection or return
                of
                previously sold Products or for wastage replacement actually taken
                or
                allowed; (d) a reasonable credit or allowance for bad debt, and (e)
                any
                tax, duties or government charge levied on the sale of Products and
                borne
                by DISCUS and/or its Affiliates (excluding national, state or local
                taxes
                based on income), provided that such amounts in (a) - (e) shall be
                subsequently adjusted as necessary to an amount actually allowed,
                taken or
                incurred (and provided that such items do not exceed reasonable and
                customary amounts). Such amounts shall be determined from the books
                and
                records of DISCUS and its Affiliates maintained in accordance with
                generally accepted accounting principles, consistently applied. Sales
                of
                the Products by and between a Party and its Affiliates for further
                distribution to a Third Party are not sales to Third Parties and
                shall be
                excluded from Net Sales calculations for all purposes.
                

            


      


      	1.1.37  	
              “Net
                Unit Sales”
                means, with respect to the Products, the gross number of Product
                units
                shipped by DISCUS or its Affiliates to non- affiliate Third Parties,
                after
                deduction of the following number of Product units: (a) Units returned
                for
                credit or (b) Units delivered as samples or promotional purposes.
                Such
                amounts shall be determined from the hooks and records of DISCUS
                and its
                Affiliates maintained in accordance with generally accepted accounting
                principles, consistently applied. Units of the Products delivered
                by a
                Party to an Affiliate for further distribution to a Third Party are
                not
                Units and shall be excluded from Net Unit
                Sales.

            


      


      	1.1.38  	
              “OraDisc
                A”
                means that certain ACCESS proprietary oral mucoadhesive, erodible
                patch
                that contains amlexanox as the active ingredient for the prevention
                and
                treatment of canker sores, as more fully described in Exhibit
                A.

            


      


      	1.1.39  	
              “OTC”
                or “Over-the Counter” means sale to consumers of Products without a
                prescription.

            


      


      	1.1.40  	
              “Party”
                or “Parties”
                means DISCUS, ACCESS or both, as the context
                requires.

            


      


      	1.1.41  	
              “Patents”
                shall mean (a) U.S. Patent No. 6,585,997, (b) US Patent No. 5,362,737,
                and
                (c) any and all patents, patent applications, patent disclosures
                awaiting
                filing determination, patent divisionals, continuations,
                continuations-in-part, reissues, re-examinations, renewals and extensions
                thereof Controlled by ACCESS during the Term, within the Territory,
                which
                are necessary for to the use or distribution of the
                Products.

            


      


      	1.1.42  	
              “Person”
                means any natural person, corporation, general partnership, limited
                partnership, limited liability company, limited liability partnership
                proprietorship, other business organization, trust, union, association
                or
                governmental authority.

            


      


      	1.1.43  	
              “Pharmacy
                Channel”
                means sales to wholesalers within the Territory for ultimate sale
                through
                pharmacies within the Territory.

            


      


      	1.1.44  	
              “PPI
                Adjustment”
                has the meaning set forth in Section 5.2.

            


      


      	1.1.45  	
              “Products”
                means Aphthasol, OraDisc A, and any Accepted
                Product.

            


      


      	1.1.46  	
              “Professional
                Channel”
                means direct sales to any Person licensed to provide health care
                services,
                including but not limited to group practices, clinics, hospitals,
                and
                managed care facilities, within the Territory, except for pharmacies
                and
                pharmacists.

            


      


      	1.1.47  	
              “Recall”
                means any action by any Party to recover title to or possession of
                any
                Products sold or shipped to Third Parties or any action to prevent
                or
                interrupt the sale or shipment by a Party of the Products to Third
                Parties
                that would have been subject to recall if it had been sold or
                shipped.

            


      


      	1.1.48  	
              “Regulations”
                all FDA and any other Regulatory Authority laws and regulations,
                occupational health and safety, and environmental laws and regulations,
                GMP and warehousing practices and
                procedures.

            


      


      	1.1.49  	
              “Regulatory’
                Approval”
                means all consents, permits, approvals, licenses, authorizations,
                qualifications, notices or orders that are issued or granted by Regulatory
                Authorities which are required for the manufacture, marketing, promotion,
                pricing and sale of the Products in the
                Territory.

            


      


      	1.1.50  	
              “Regulatory
                Authority”
                means any domestic, federal, regional or other administrative, legislative
                regulatory or other governmental authority, agency, department, bureau,
                commission, or council involved in the granting of Regulatory Approval
                for
                the Products in the Territory.

            


      


      	1.1.51  	
              “Rolling
                Forecast”
                means each of the forecasts described in Section
                2.3.

            


      


      	1.1.52  	
              “Royalty”
                is as defined in Section 5.4.

            


      


      	1.1.53  	
              “Royalty
                Period”
                is as defined in Section 5.4.

            


      


      	1.1.54  	
              “Seizure”
                means any action by the FDA or any other Regulatory Authority to
                detain or
                destroy the Products or prevent the release of the
                Products.

            


      


      	1.1.55  	
              “Short
                Fall”
                is as defined in Section 2.8.2.

            


      


      	1.1.56  	
              “Single
                Channel Period”
                means the first twelve months of the Term of this Agreement, commencing
                on
                the Effective Date.

            


      


      	1.1.57  	
              “Specifications”
                means the specifications for the Products mutually agreed upon by
                the
                Parties within six months after the Effective Date and attached hereto
                as
                Exhibit C, as the same may be amended from time to time in accordance
                with
                the provisions of Section 4.

            


      


      	1.1.58  	
              “Standard
                Cost”
                means no less than the delivered cost of the raw materials, direct
                labor
                and direct overhead. Direct labor shall include the actual employees
                costs
                associated with running the manufacturing line of the product including
                salary, benefits, and other employee related costs directly associated
                with the salary costs. Direct overhead shall include the occupancy
                costs
                associated with the manufacturing area for the particular product,
                depreciation of any specific equipment acquired to support the production
                of the product and other costs directly related to the new product
                manufacturing that are incremental to the current costs basis of
                the
                facility.

            


      


      	1.1.59  	
              “Term”
                means, the period commencing on the Effective Date and ending upon
                the
                expiration of the last Patent to expire in the Territory, except
                as and if
                sooner terminated in accordance with Section
                8.

            


      


      	1.1.60  	
              “Territory”
                means the United States.

            


      


      	1.1.61  	
              “Third
                Party”
                means any Person other than DISCUS, ACCESS and their respective
                Affiliates.

            


      


      	1.1.62  	
              “Trademark”
                means any trademark, trade name, trade dress, slogan, logo, or similar
                item selected by DISCUS for use in connection with the
                Products.

            


      


      1.2 Construction
        of Certain Terms and Phrases. Unless
        the context of this Agreement otherwise requires, (a) words of any gender
        include each other gender; (b) words using the singular or plural number
        also
        include the plural or singular number, respectively; (c) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire
        Agreement; (d) the terms “Section” refer to the specified Section of this
        Agreement; and (e) Section headings shall not affect the meaning or construction
        of any provision of this Agreement.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      2.
         SUPPLY

      


      2.1 Grant
        of License.

      


      
        	 	
                2.1
                  .1

              	
                Subject
                  to the terms and conditions of this Agreement, ACCESS hereby grants
                  to
                  DISCUS the exclusive right and license for applications of Products in the
                  Field, in the Territory, under ACCESS’s Intellectual Property Rights
                  during the Term of this Agreement to (a) market, to offer for sale,
                  sell
                  and import Aphthasol in the Professional Channel only, during the
                  Single
                  Channel Period, (h) market, to offer for sale, sell and import
                  Aphthasol
                  for applications after the Single Channel Period and for the remainder
                  of
                  the Term of this Agreement and (c) market, to offer for sale, sell
                  and
                  import OraDisc A and all Products except for Aphthasol; provided
                  that all
                  of such foregoing rights and licenses are limited to such use as
                  is
                  necessary for DISCUS to market, offer for sale, sell and import
                  the
                  Products for applications in the Field in the Territory in accordance
                  with
                  this Agreement. Except as expressly granted herein. ACCESS retains
                  all
                  rights in ACCESS’s Intellectual Property Rights and the Products.
                  Notwithstanding the foregoing, ACCESS specifically reserves for
                  itself and
                  its agents and subcontractors the right under ACCESS’s Intellectual
                  Property Rights (i) to market, 0ffer for sale, sell and import
                  Aphthasol
                  for applications in the Field, in the Territory in the Pharmacy
                  Channel
                  during the Single Channel Period, and (ii) to develop, modify,
                  and
                  manufacture the Products, and to perform its rights, activities
                  and
                  obligations under this Agreement, provided that, subject to Section
                  2.9,
                  all developments and modifications of the Products for use in the
                  Field
                  shall be Products and shall be covered by the license
                  hereunder.

              


      

      


      
        	 	
                2.1.2

              	
                Except
                  as specifically provided to the contrary in Section 2.1.1 and the
                  rights
                  granted to DISCUS pursuant to Section 2.8, the licenses granted
                  in Section
                  2.1.1 shall not be construed (a) to effect any sale of ACCESS’s
                  Intellectual Property Rights or any other proprietary ACCESS technology;
                  (b) to grant any license relating to ACCESS’s methods of formulating,
                  fabricating and manufacturing the Products, except as provided
                  for in this
                  Agreement; (c) to grant DISCUS any rights in or to the use of the
                  ACCESS
                  Intellectual Property Rights by implication or otherwise. DISCUS
                  shall
                  mark or have marked all containers or packages of the Products
                  in
                  accordance with the patent marking laws of the jurisdiction in
                  which such
                  units of Products are to be used or
                  distributed.

              


      

      


      
        	 	
                2.2

              	
                Manufacture;
                  Marketing.
                  Subject to Section 2.3, ACCESS shall use commercially reasonable
                  efforts
                  to create Specifications for the Manufacturing of the Products
                  with
                  ACCESS’s Third Party Manufacturers, from which Person DISCUS shall
                  purchase Products in such quantities and at such times as may be
                  ordered
                  by DISCUS in accordance with this Agreement. During the Term, ACCESS
                  shall
                  use commercially reasonable efforts to cause all ACCESS’s Manufacturers to
                  maintain the resources necessary to Manufacture the Products and
                  shall use
                  commercially reasonable efforts to ensure that ACCESS’s Third Party
                  Manufacturers, at its own expense, maintain all Materials and labor
                  necessary to do so. DISCUS shall use commercially reasonable efforts
                  to
                  market, sell, offer for sale and import the Products in the Territory;
                  provided that without limiting any other right or remedy of ACCESS,
                  if it
                  is determined by a court of competent jurisdiction that DISCUS
                  has failed
                  to use commercially reasonable efforts to market, offer for sale,
                  sell,
                  and import the Products, ACCESS may convert the rights and licenses
                  granted to DISCUS hereunder to non-exclusive rights and licenses
                  by
                  delivery of written notice to such
                  effect.

              


      

      


      
        	 	
                2.3

              	
                Forecasts.
                  At
                  least ninety (90) days prior to the expected Launch as communicated
                  to
                  DISCUS by ACCESS at least ninety (90) days prior to the expected
                  Launch,
                  DISCUS shall submit to ACCESS a forecast of the quantity of Products
                  that
                  DISCUS anticipates ordering from ACCESS prior to DISCUS’s anticipated
                  Launch of Products. At least ninety (90) days prior to the anticipated
                  Launch date, DISCUS shall submit to ACCESS and each ACCESS’s Third Party
                  Manufacturer a forecast of the quantity of OraDisc A that DISCUS
                  anticipates ordering from ACCESS during the twelve (12) month period
                  (broken down by month) following Launch and DISCUS shall update
                  such
                  forecast on a rolling twelve (12) months basis every month thereafter.
                  DISCUS shall use commercially reasonable efforts to place purchase
                  orders
                  with ACCESS’S Third Party Manufacturers for at least the quantity of the
                  Products specified in the first three (3) months of each such Rolling
                  Forecast and the remaining nine (9) months shall be a non-binding
                  good
                  faith estimate. For Aphthasol, DISCUS will follow the forecasting
                  procedure outlined in this Section 2.3 except that the First Rolling
                  Forecast will not be due until 30 days after the Effective
                  Date.

              


      

      
        	 	
                 

              	 


      

      
        	 	
                2.4

              	
                Orders
                  and Delivery.
                  DISCUS shall place its firm orders for the Products with ACCESS’s Third
                  Party Manufacturers by submitting a purchase order, at least ninety
                  (90)
                  days prior to the delivery date requested therein, which sets forth
                  (a)
                  the quantity of the Products ordered for delivery; and (h) the
                  delivery
                  date for that order. If any ACCESS’s Third Part)’ Manufacturer notifies
                  DISCUS that it is unable to fill such purchase order, it shall
                  indicate
                  the portion of such purchase order it cannot supply by the requested
                  delivery date and specify alternate delivery dates. Except with
                  respect to
                  orders placed to satisfy the binding portion of any Rolling Forecast,
                  DISCUS may cancel or modify any firm purchase order (in whole or
                  in part)
                  at any time prior to the delivery for any quantity of Products
                  for which
                  Manufacturing has not been completed pursuant to such purchase
                  order at
                  the time that notice of cancellation or modification is received
                  by any
                  ACCESS’s Third Party Manufacturer; provided that if Manufacturing has
                  commenced but not completed pursuant to such firm purchase order,
                  DISCUS
                  shall reimburse the applicable ACCESS’s Third Party Manufacturer for
                  Material and labor costs in respect of any works-in-progress pursuant
                  to
                  such cancelled or modified purchase order (or part thereof) at
                  the time
                  notice of cancellation or modification is received by such ACCESS’s Third
                  Party Manufacturer; and provided, further, that DISCUS shall reimburse
                  such ACCESS’s Third Party Manufacturer for the actual, reasonable
                  out-of-pocket cost of any other Material purchased by ACCESS’s Third Party
                  Manufacturer to fill a cancelled purchase order (or part thereof)
                  that are
                  unique to the Product and cannot within a reasonable period of
                  time
                  otherwise be used in such ACCESS’s Third Party Manufacturer’s operations.
                  All Products shall be delivered F.O.B. the Facility. Title, possession
                  and
                  risk of loss shall pass to DISCUS upon delivery of Products to
                  DISCUS’s
                  designated carrier at the Facility’s loading dock. The provisions of this
                  Agreement shall prevail over any inconsistent statement or provisions
                  contained in any document related to this Agreement passing between
                  the
                  parties hereto including, but not limited to, any purchase order,
                  acknowledgment, confirmation or
                  notice.

              


      

      


      
        	 	
                2.5

              	
                Non-Compete.
                  During the Term, neither DISCUS nor any Affiliate of DISCUS may
                  directly
                  or indirectly market, offer for sale, sell, import or distribute
                  in the
                  Territory any product with applications in the Field that competes
                  with
                  the Products.

              


      

      


      
        	 	
                2.6

              	
                Third-Party
                  Manufacturers.
                  ACCESS will use its commercially reasonable efforts to ensure that
                  each
                  ACCESS’s Third Party Manufacturer maintains a Manufacturing Facility in
                  compliance with all Regulations. ACCESS shall provide to DISCUS
                  written
                  notice of each of Access’s Third Party Manufacturers. Such written notice
                  shall include (a) the identity of the Third Party ACCESS has entered
                  into
                  agreement with, or with respect to any subsequent Third Party
                  manufacturer, desires to enter into an agreement with, and (b)
                  the
                  location of the Facilities for each Access’s Third Party Manufacturer.
                  ACCESS shall use commercially reasonable efforts to promptly provide
                  DISCUS with access to the Facility, as reasonably requested by
                  DISCUS for
                  inspection purposes under Section 3.5. DISCUS will only correspond
                  and
                  interact with ACCESS with respect to the Manufacture of the Products
                  and
                  ACCESS shall be responsible for the performance by the Third Parties
                  of
                  any obligations to be performed by such Third
                  Parties.

              


      

      


      
        	 	
                2.7

              	
                Additional
                  Responsibilities.

              


      

       

      
        	 	
                2.7.1

              	
                In
                  the event that DISCUS elects, in its sole discretion, to seek Regulatory
                  Approval for the sale of any Product Over-the-Counter, DISCUS shall
                  be
                  responsible, at DISCUS’s cost and expense, for any consumer product
                  testing and commercialization of the Products, including, without
                  limitation, all sales and marketing activities related to the Products
                  and
                  the design of all Product packaging and related artwork, and the
                  content
                  and design of all labeling. ACCESS shall provide any and all reasonable
                  assistance to DISCUS with respect to any of its efforts with regard
                  to
                  consumer product testing and commercialization of the Products,
                  including,
                  without limitation, all sales and marketing activities related
                  to the
                  Products and the design of all Product packaging and related artwork,
                  and
                  the content and design of all labeling, including but not limited
                  to any
                  efforts by DISCUS to obtain Regulatory Approval for the sale of
                  the
                  Products Over-the-Counter.

              


      

      


      	2.7.2  	
              DISCUS
                shall retain, at its own expense a selling and service organization
                with
                adequate experience, ability and training for purposes of marketing
                and
                selling the Products in the Territory.

            


      


       

      2.8 Alternative
        Supply.

       

      
        	 	
                2.8.1

              	
                ACCESS
                  hereby grants to DISCUS a limited, non-exclusive license for applications
                  in the Field in the Territory under ACCESS’s Intellectual Property Rights
                  during the Term of this Agreement to Manufacture Aphthasol for
                  DISCUS’s
                  distribution of Aphthasol in the Field in the Territory. ACCESS
                  shall
                  provide to DISCUS (and if designated by DISCUS, a designated alternative
                  supplier) copies of or access to all necessary know-how. Specifications,
                  technology, formulations and ACCESS Intellectual Property Rights
                  necessary
                  to Manufacture Aphthasol; provided
                  that to the extent that such technology and know-how constitutes
                  ACCESS
                  Confidential Information (or any information constitutes Confidential
                  Information of ACCESS’s Third Party Manufacturers) it shall be subject to
                  the provisions of Section 9 and DISCUS’s designated alternative supplier
                  shall be required to enter into a confidentiality agreement with
                  ACCESS
                  containing substantially the same terms as Section
                  9.

              


      

      


      
        	 	
                2.8.2

              	
                In
                  the event that (a) an ACCESS’s Third Party Manufacturer is in default of
                  its supply obligations under this Agreement with respect to three
                  (3) firm
                  purchase orders within any twelve month period or five (5) firm
                  purchase
                  orders within any three (3) year period of any Product (a “Shortfall”),
                  or (b) the bankruptcy or liquidation of ACCESS or such ACCESS’s Third
                  Party Manufacturer, or (c) DISCUS has achieved an aggregate of
                  $15,000,000
                  in aggregate Net Sales of any Product in any calendar year, or
                  (d) DISCUS
                  has achieved a cumulative aggregate of $25,000,000 in Net Sales
                  of any
                  Product commencing as of the Effective Date, or (e) an ACCESS’s Third
                  Party Manufacturer is not able to meet the Best Price for any Product
                  as
                  provided for in Section 5.2.3, then in any of such foregoing events,
                  subject to the provisions of Section 2.8.1., (i) DISCUS shall have
                  the
                  right to Manufacture the Products Manufactured by such ACCESS’ Third Party
                  Manufacturer (or ACCESS as the case may be) or for which the foregoing
                  Net
                  Sales thresholds were achieved or Best Price was not matched itself
                  and/or
                  qualify an alternative supplier of OraDisc A, for distribution
                  for
                  applications in the Field, in the Territory, (ii) ACCESS hereby
                  grants to
                  DISCUS a limited, non-exclusive license for applications in the
                  Field in
                  the Territory under ACCESS’s Intellectual Property Rights during the Term
                  of this Agreement to Manufacture, make, or have made for DISCUS’s OraDisc
                  A; and (iii) ACCESS shall provide to DISCUS (and if designated
                  by DISCUS,
                  a designated alternative supplier) copies of or access to all necessary
                  know-how, specifications, technology, formulations and ACCESS Intellectual
                  Property Rights necessary to Manufacture OraDisc A for distribution
                  by
                  DISCUS; provided
                  that to the extent that such technology and know-how constitutes
                  ACCESS
                  Confidential Information (or any information constitutes Confidential
                  Information of ACCESS’s Third Party manufacturer) it shall be subject to
                  the provisions of Section 9 and DISCUS’s designated alternative supplier
                  shall be required to enter into a confidentiality agreement with
                  ACCESS
                  containing substantially the same terms as Section
                  9.

              


      

      


      
        	 	
                2.8.3

              	
                In
                  the event that DISCUS (or a Third Party designated by DISCUS) exercises
                  its rights under this Section 2.8 and begins to Manufacture a Product,
                  ACCESS shall have no continuing obligations to Manufacture such
                  Product or
                  any liability with respect to the manufacture
                  thereof.

              


      

      


      
        	 	
                2.9

              	
                New
                  Products.
                  In
                  the event that ACCESS develops any product (other than OraDisc
                  A or
                  Apththasol) with applications in the Field that incorporates or
                  is based
                  on the defined chemical structure amlexanox (a “New Product”), then prior
                  to selling or licensing such New Product in the Field in the Territory,
                  it
                  shall provide DISCUS with written notice of such New Product including
                  the
                  uses and applications of such New Product in the Field. Within
                  60 days of
                  such notice, DISCUS will provide ACCESS with notice as to whether
                  it
                  desires to accept such New Product to be subject to the terms of
                  this
                  Agreement for sale in the Territory (each such accepted New Product
                  an
                  “Accepted Product”).

              


      

      


      3. COMPLIANCE,
        QUALITY AND ENVIRONMENTAL

       

      
        	 	
                3.1

              	
                Compliance
                  with Law.
                  ACCESS shall cause all Manufacturing operations hereunder to be
                  conducted
                  in compliance with all applicable laws and regulations, including
                  without
                  limitation, the Regulations, and in compliance with all applicable
                  provisions of this Agreement. ACCESS shall obtain and maintain
                  in full
                  force and effect all necessary Regulatory Approvals with respect
                  to the
                  Manufacture of the Products and the activities for which ACCESS
                  is
                  responsible under this Agreement.

              


      

      


      
        	 	
                3.2

              	
                Manufacturing
                  Quality: Storage.
                  ACCESS shall ensure that ACCESS or ACCESS’s Third Party Manufacturers
                  shall sample and analyze all Materials upon receipt to ensure that
                  such
                  Materials are unadulterated. Free of defects and meet the applicable
                  specifications therefore. ACCESS shall take all necessary steps
                  to attempt
                  to prevent contamination and cross contamination of Products. The
                  Products
                  shall be delivered to DISCUS in fully finished form and in their
                  final,
                  FDA-approved packaging configuration(s), including all applicable
                  labeling
                  and package inserts, and with a minimum shelf-life remaining for
                  each lot
                  of Product delivered therein to DISCUS of three months less than
                  the
                  approved shelf life. All Products Manufactured by ACCESS shall
                  be
                  certified by ACCESS. ACCESS shall or shall cause ACCESS’s Third Party
                  Manufacturers to (i) meet the standards for identity, quality,
                  safety,
                  strength and purity of the ingredients as specified in the approved
                  New
                  Drug Application for Products, and that the Products and their
                  raw
                  materials were handled and manufactured such that they meet FDA
                  standards
                  for identity and purity of the Product as specified in the approved
                  New
                  Drug Application for the Product, (ii) certify that each lot of
                  Product
                  has been manufactured in full compliance with Good-Manufacturing
                  Practices
                  (GMP)/Good Laboratory Practices (GLP) and all ISO regulations applicable
                  to the manufacture, testing and release of pharmaceuticals, and
                  certify
                  that each lot of Product is unadulterated and free from contamination,
                  dilutents and foreign matter in any amount in accordance with the
                  Products
                  specifications and generally accepted pharmaceutical standards,
                  (iii)
                  perform the quality control tests (both when the Products are in-process
                  and when they are finished) with respect to the Products in accordance
                  with the Methods of Analysis, the cost of such to be included in
                  the price
                  hereinafter specified, and shall promptly, upon completion of such
                  tests,
                  deliver to DISCUS a Certificate of Analysis for each Batch of Products
                  which lists the results of such tests and demonstrates that the
                  products
                  meet identify and purity standards approved by the FDA in ‘s approved New
                  Drug Application for the Product and (v) deliver a representative
                  sample
                  from each Batch of Products to DISCUS’s designated representative at the
                  same time each batch is delivered to
                  DISCUS.

              


      

       

      
        	 	
                3.3

              	
                Testing
                  by DISCUS.
                  DISCUS may test the Products samples in accordance with the applicable
                  Methods of Analysis. If the analysis of any Products performed
                  by or for
                  DISCUS differs from ACCESS’ s analysis of the same Batch, DISCUS shall
                  advise ACCESS and ACCESS and DISCUS agree to consult with each
                  other in
                  order to explain and resolve the discrepancy between each other’s
                  determination. If, after good faith attempt by the Parties to do
                  so, such
                  consultation does not resolve the discrepancy, an independent,
                  reputable
                  laboratory as mutually agreed by the Parties shall repeat the applicable
                  Methods of Analysis on representative samples from such Batch provided
                  by
                  or for DISCUS. The costs of the independent laboratory referred
                  to above
                  shall be borne by (a) DISCUS if such laboratory determines that
                  the
                  Products conforms to the Specifications or (b) ACCESS if such laboratory
                  determines that the Products do not conform to the Specifications.
                  If so
                  requested by DISCUS in writing, ACCESS shall promptly send a new
                  Batch of
                  the Products (of similar quantity as to the amount of such Products
                  being
                  analyzed as set forth above) to DISCUS. DISCUS shall not be obligated
                  to
                  pay for any of the Products (and if DISCUS has paid for such Products
                  ACCESS shall promptly reimburse DISCUS for the cost of replacing
                  such
                  Products, including, without limitation, related costs such as
                  testing and
                  transportation costs) that such laboratory determines does not
                  conform to
                  the Specifications, but shall be obligated to pay for any new Batch
                  of
                  Products that is sent as specified above; provided that
                  DISCUS must return to ACCESS such non-conforming
                  Products.

              


      

       

      
        	 	
                3.4

              	
                Samples
                  and Record Retention.
                  ACCESS shall or shall cause any ACCESS’s Third Party Manufacturers to
                  retain records and retention samples, as defined in 21 CER 211.170,
                  of
                  each Batch of the Products for at least thirty-six (36) months
                  after the
                  expiration date the last lot of the drug product containing the
                  active
                  ingredient in that Batch and shall make the same available to DISCUS
                  upon
                  request. Retention samples shall only be destroyed after the required
                  holding period. During and after the Term of this Agreement, ACCESS
                  shall
                  reasonably assist DISCUS with respect to any complaint, issue or
                  investigation relating to the
                  Products.

              


      

      


      
        	 	
                3.5

              	
                Inspection.
                  ACCESS shall or shall cause all ACCESS’s Third Party Manufacturers to give
                  access to representatives of DISCUS, at all reasonable times during
                  regular business hours, to all Facilities and any other facility
                  in which
                  Products is Manufactured, tested, packaged and/or stored, and to
                  all
                  Manufacturing and Distribution records with respect to the Products,
                  for
                  the purpose of compliance inspection. DISCUS shall have the right
                  while at
                  any such Facility to inspect ACCESS and ACCESS’s Third Party
                  Manufacturers’ records, new drug application files, problem files,
                  complaint files, and Regulatory Approvals to evaluate work practices
                  and
                  compliance with all applicable FDA and other Regulatory Authority
                  laws and
                  regulations, occupational health and safety, and environmental
                  laws and
                  regulations, GMP and warehousing practices and procedures. The
                  conduct of
                  (or right to conduct) any inspection under this Section 3.5 does
                  not
                  impose upon DISCUS responsibility or liability for the operation
                  of the
                  Facility. Such inspection shall be conducted after thirty (30)
                  days’ prior
                  written notice to ACCESS or ACCESS’s Third Party Manufacturers, will be
                  conducted in a manner that is not disruptive to ACCESS’s or any ACCESS’s
                  Third Party Manufacturer’s operations, and shall not be more frequent than
                  is reasonable. ACCESS’s Third Party Manufacturers, upon written request by
                  DISCUS, shall provide DISCUS with evidence of continued compliance
                  with
                  current GMP/GLP/ISO regulations as well as a copy of the updated
                  GMP/GLP/ISO compliance certificates for ACCESS’s Third Party
                  Manufacturers. ACCESS shall allow or ACCESS shall cause each ACCESS’s
                  Third Party Manufacturer to allow DISCUS to conduct periodic reviews
                  of
                  any of ACCESS or any ACCESS’S Third Party Manufacturers’ Operations and
                  records pertaining to Manufacturing/Testing, Inspection/Laboratory
                  Assay/Release/Warehousing and Distribution and associated documentation
                  and to forward to DISCUS documentation regarding traceability for
                  Products
                  purchased by DISCUS from ACCESS. DISCUS shall provide written notice
                  of
                  request for review and will agree to a date for inspection within
                  thirty
                  (30) days of the written request for inspection. ACCESS’ s Third Party
                  Manufacturers will not be required to divulge any proprietary information
                  related to items not related to the Products to DISCUS and DISCUS
                  shall
                  limit the scope of such reviews to information needed for DISCUS
                  to
                  determine that ACCESS’s Third Party Manufacturer is in compliance with
                  current GMP/GLP/ISO regulations. DISCUS shall maintain adequate
                  records
                  that allow tracking of the storage and shipment history of the
                  Products
                  sufficient to determine the location of all Products according
                  to ACCESS
                  ‘s Third Party Manufacturer’s lot numbers up through the point of purchase
                  by DISCUS’ customers. DISCUS shall provide that data to ACCESS’s Third
                  Party Manufacturer upon request but only in the event that a field
                  corrective action or recall, in the opinion of Access, becomes
                  necessary.
                  DISCUS will not be required to divulge to ACCESS’s Third Party
                  Manufacturer any proprietary data regarding DISCUS’ customers or pricing
                  for the Products.

              


      

      


      
        	 	
                3.6

              	
                Adverse
                  Drug Experience Reporting.
                  Each Party shall fully, accurately and promptly provide the other
                  Party
                  with all data known to it at any time during the Term of this Agreement
                  or
                  thereafter, which data indicate that any Products is or may be
                  unsafe,
                  lacks utility, or otherwise does not meet the Specifications. ACCESS
                  will
                  act as the sole correspondent with the F.D.A. for adverse event
                  reporting
                  and ACCESS accepts all responsibility for submitting such reports
                  to the
                  F.D.A. ACCESS will provide to DISCUS copies of all such reports
                  within 10
                  days of submission to the F.D.A.

              


      

      


      
        	 	
                3.7

              	
                Recalls
                  and Seizure.
                  In
                  the event that a product complaint, field corrective action or
                  product
                  recall requires remedial action to remove the Products from the
                  field,
                  DISCUS will have final authority to decide whether such an action
                  is
                  needed and will manage and conduct all field actions. Both DISCUS
                  and
                  ACCESS agree to cooperate in such field corrective actions or recalls
                  and
                  share all pertinent product history records and distribution records
                  as
                  needed so that both sides can demonstrate to the FDA or other pertinent
                  regulatory authorities that all affected product has been identified
                  and
                  satisfactorily removed from the field in compliance with 21 CR
                  7 and other
                  applicable FDA regulations governing product recalls and/or field
                  corrective actions. In the event that a field corrective action
                  or product
                  recall is required, DISCUS will manage the associated activities
                  and
                  provide a report of all activities to ACCESS within thirty (30)
                  days of
                  completion of the field corrective action or product recall. In
                  case of
                  notification to DISCUS of an accident or injury or serious health
                  risk to
                  a patient caused by the Products, DISCUS will inform ACCESS immediately
                  by
                  telephone or if not applicable by fax or email in this sequence
                  to
                  discuss, what is to be done.

              


      

      


      	4.  	
              MANUFACTURING
                CHANGES

            


       

      
        	 	
                4.1

              	
                Voluntary
                  Changes.
                  Subject to Section 4.2, ACCESS shall not and ACCESS shall ensure
                  all
                  ACCESS’s Third Party Manufacturers shall not make any material changes
                  to
                  the Manufacturing process, the Manufacturing equipment, the
                  Specifications, the Product, the Materials, or the Methods of Analysis
                  without the prior written consent of DISCUS, which shall not be
                  unreasonably withheld or delayed and without prior written approval
                  from
                  the U.S. F.D.A if such prior approval is legally required. If either
                  Party, or any of ACCESS’s Third Party Manufacturers, requests in writing a
                  change in the Manufacturing process, the Manufacturing equipment,
                  the
                  Specifications, the Materials, or methods of Analysis with respect
                  to the
                  Products that is not the result of a requirement of the FDA or
                  any other
                  Regulatory Authority, the Parties shall use commercially reasonable
                  efforts to make or accept such change, as the case may be. The
                  requesting
                  Party shall provide the Parties with a detailed written report
                  of all
                  proposed changes to the Manufacturing process, the Manufacturing
                  equipment, the Specifications, the Materials, the sources of Materials
                  or
                  the Methods of Analysis.

              


      

      


      	4.2  	
              Required
                Changes.
                If
                the FDA or any other Regulatory Authority requests or requires, or
                takes
                any action that requires, any change in the Manufacturing process,
                the
                Manufacturing equipment, the Specifications, the Materials, or Methods
                of
                Analysis with respect to the Products, the Parties shall meet and
                discuss
                an implementation plan for such change and use commercially reasonable
                efforts to accommodate as soon as practicable such change to meet
                the
                FDA’s or such other Regulatory Authority’s requirements. Each Party will
                bear its respective costs associated with, or incurred as a result
                of,
                such change. Each Party agrees to promptly forward to the other copies
                of
                any written communication received by such Party from the FDA or
                any other
                Regulatory Authority that may affect the Manufacture, supply, or
                distribution of the Products as contemplated
                herein.

            


       

      	5.  	
              PRICE
                AND PAYMENT

            


       

      
        	 	
                5.1

              	
                Price.
                  For so long as either ACCESS or ACCESS’s Third Party Manufacturer is the
                  Manufacturer of OraDisc A for DISCUS, ACCESS’s Third Party Manufacturer
                  shall invoice DISCUS for OraDisc A supplied to DISCUS hereunder
                  at no more
                  than the applicable price per Product set forth on Exhibit
                  D.

              


      

       

      5.2 Price
        Adjustment.

       

      5.2.1
        Commencing on any date in the second Contract Year, ACCESS may adjust the
        then-current price to reflect documented increases in labor costs or the
        acquisition cost of Materials per unit of Products at the beginning of the
        Contract Year in question as compared to the acquisition cost of such labor
        or
        Materials per unit of Products at the beginning of the immediately preceding
        Contract Year; provided
        that
        ACCESS gives DISCUS not less than ninety (90) days’ prior written notice of any
        price increase and that ACCESS may not increase the price more than once
        during
        any Contract Year; and provided,
        further,
        that
        except as provided in Section 5.2.2, any price increase per unit of Products
        shall not exceed the PPI Adjustment for the Contract Year in question.
“PPI
        Adjustment”
will
        be
        the change over the prior year of the Bureau of Labor Statistics Producer’s
        Price Index for Pharmaceutical Preparations (Code 2834)

      


      5.2.2
        Notwithstanding anything to the contrary in Section 5.2.1, in the event of
        an
        extraordinary event that results in the increase in the collective cost of
        manufacturing and distributing to DISCUS the Products ordinarily and necessarily
        incurred by ACCESS during any annual period (an “Extraordinary
        Event Increase”),
        ACCESS need not wait until the next annual period to adjust the pricing for
        the
        Products. Upon ACCESS’s determination that an Extraordinary Event Increase has
        occurred, ACCESS shall notify DISCUS in writing of the applicable price
        adjustment, together with supporting documentation evidencing such change
        including without limitation, evidence that ACCESS shall have used its
        commercially reasonable efforts to secure alternative sources of supply for
        any
        components or consumables, at lesser costs without detracting from the quality
        or efficacy of the Products. Any such pricing adjustment will become effective
        thirty (30) days following the date of ACCESS’s written notice
        thereof.

      


      
        	 	
                5.2.3

              	
                DISCUS
                  shall have the right, at any time. to solicit proposals from Third
                  Party
                  manufacturers (and/or to provide a proposal from one of its Affiliates
                  which shall he at a cost of at least the Affiliate’s Standard Cost) as to
                  the cost that such Person would charge DISCUS for the Manufacture
                  of
                  OraDisc A. DISCUS may deliver the proposal that it would like to
                  accept
                  (the “Best Price”) to ACCESS’s Third Party Manufacturer and ACCESS’s Third
                  Party Manufacturer shall have the option to meet the same terms
                  as the
                  Best Price, \which option must be communicated to DISCUS in writing
                  within
                  thirty (30) business days.

              


      

      


      
        	 	
                5.3

              	
                License
                  Payments. During the Tenn. the license payments set forth in Exhibit
                  E
                  shall be due and payable from DISCUS to ACCESS no later than within
                  thirty
                  (30) days after the quarter in which the occurrence of the applicable
                  event/milestone set forth in Exhibit
                  E
                  occurred; provided that the Launch milestone payment shall be made
                  within
                  thirty (30) days after Launch. For purposes of clarity, in the
                  event that
                  either party shall terminate this Agreement in accordance with
                  its rights
                  set forth in Section 8, no further amounts shall be payable with
                  respect
                  to this Section 5.3 other than for events/milestone(s) which occurred
                  prior to such termination.

              


      

      


      
        	 	
                5.4

              	
                Royalty
                  Payments. In addition to the payments set forth above, DISCUS shall
                  pay to
                  ACCESS a royalty (the “Royalty”),
                  as outlined on Exhibit
                  F,
                  on Net Sales of the Products during each calendar quarter (or portion
                  thereof) during the Term (each such period, a “Royalty
                  Period”),
                  commencing as of the date on which the Products are sold by DISCUS
                  for the
                  first time to a Third Party for commercial or consumer use or
                  distribution. Each Royalty will be payable not later than thirty
                  (30) days
                  following the expiration of each applicable Royalty Period. DISCUS
                  shall
                  pay the Royalty for so long as the license granted by ACCESS under
                  Section
                  2.1 remains in effect. DISCUS will include with each such payment
                  a
                  written report detailing (a) the number of Products units and the
                  sales
                  price of such Products units by DISCUS and its Affiliates; and
                  (ii) Net
                  Sales of the Products during the applicable Royalty Period, all
                  in a
                  manner consistent with DISCUS’s internal sales reporting. In the event
                  that (i) Discus is not the only Person selling an oral mucoadhesive,
                  erodible patch for use on apthous ulcers within the Territory (other
                  than
                  oral mucoadhesive, erodible patches currently under license by
                  ACCESS),
                  the royalty on OraDisc A shall be reduced in proportion to the
                  market
                  share in dollars of DISCUS’ sales of OraDisc A and the market share of the
                  competitive product (ii) Discus is not the only Person selling
                  amlexanox
                  in the treatment of oral lesions within the Territory, the royalty
                  on both
                  OraDisc A and Aphthasol shall both be reduced in proportion to
                  the market
                  share in dollars of DISCUS’ sales of OraDisc A and the market share of the
                  competitive product. In the event that both conditions (i) and
                  (ii) herein
                  are met, the royalty on OraDisc A shall be reduced by both
                  percentages.

              


      

       

      
        	 	
                5.5

              	
                Payment.
                  DISCUS shall pay invoices under Section 5.1 for Products delivered
                  hereunder that are Manufactured directly by ACCESS not later than
                  thirty
                  (30) days after the later of receipt of delivery of Products covered
                  by
                  such invoice or receipt of such
                  invoice.

              


      

       

      
        	 	
                5.6

              	
                Taxes
                  and Other Charges.
                  All Products prices are exclusive of taxes, shipping costs to the
                  point of
                  delivery, customs duties and other charges, and DISCUS agrees to
                  bear and
                  be responsible for the payment of all such charges imposed, excluding
                  taxes based upon ACCESS’s net
                  income.

              


      

      


      
        	 	
                5.7

              	
                Audit
                  Rights.

              


      

      


      5.7.1
        DISCUS shall maintain books of account with respect to its sales of the Products
        in each country in the Territory. ACCESS shall have the right, not more than
        once during each calendar year, to have an independent certified public
        accountant selected and retained by ACCESS to inspect and examine such books
        of
        DISCUS during regular business hours for the purpose of verifying the statements
        of the aggregate Net Sales resulting from sales of Products and determining
        the
        correctness of the Royalties paid. If such independent certified public
        accountant’s report properly shows any underpayment by DISCUS, DISCUS shall pay
        to ACCESS within thirty (30) days after DISCUS’s receipt of such report, (a) the
        amount of such underpayment, and (b) if such underpayment exceeds five percent
        (5%) of the total amount owed for the period then being audited, the reasonable
        fees and expenses of any independent accountant performing the audit on behalf
        of ACCESS. Any audit or inspection conducted under this Agreement by ACCESS
        or
        its agents or contractors will be subject to the confidentiality provisions
        of
        this Agreement, and ACCESS will be responsible for compliance with such
        confidentiality provisions by such agents or contractors.

      


      
        	 	
                5.7.2

              	
                ACCESS
                  shall maintain books of account with respect to the Manufacture
                  of the
                  Products. DISCUS shall have the right, not more than once during
                  each
                  calendar year, to have an independent certified public accountant
                  selected
                  and retained by DISCUS to inspect and examine such books of ACCESS
                  during
                  regular business hours for the purpose of verifying the that ACCESS
                  is not
                  making money from any ACCESS Third Party Manufacturer from is Manufacture
                  of the Products, except as provided for in Exhibit
                  F.
                  If such independent certified public accountant’s report properly shows
                  any prohibited payments or compensation to ACCESS, ACCESS shall
                  (a) pay to
                  DISCUS within thirty (30) days after DISCUS’s receipt of such report the
                  amount of such prohibited payments or compensation, and (b) DISCUS
                  shall
                  have the right to audit all previous years and (ii) the amount
                  of any
                  prohibited payments or compensation from such previous years. Any
                  audit or
                  inspection conducted under this Agreement by DISCUS or its agents
                  r
                  contractors will be subject to the confidentiality provisions of
                  this
                  Agreement, and DISCUS will be responsible for compliance with such
                  confidentiality provisions by such agents or
                  contractors.

              


      

      


      
        	 	
                5.8

              	
                Late
                  Payments.
                  If
                  any payment due to ACCESS under this Agreement is not made when
                  due, then,
                  commencing from the date on which such payment was due, the amount
                  of such
                  payment shall accrue interest calculated at an annual rate equal
                  to the
                  prime rate plus three percent (3%) until such time as payment of
                  the
                  overdue amount is made in full; provided that no interest shall
                  accrue on
                  any amounts being disputed in good faith by DISCUS with respect
                  to which
                  DISCUS is making diligent and good faith efforts to
                  resolve.

              


      

      


      	6.  	
              REPRESENTATIONS
                AND WARRANTIES

            


      


      
        	 	
                6.1

              	
                Representation
                  and Warranties of Each Party. Each of DISCUS and ACCESS hereby
                  represents,
                  warrants and covenants to the other Party hereto as
                  follows:

              


      

      


      
        	 	
                6.1.1

              	
                it
                  is a corporation or entity duly organized and validly existing
                  under the
                  laws of the state or the jurisdiction of incorporation or
                  formation;

              


      

      


      
        	 	
                6.1.2

              	
                the
                  execution, delivery and performance of this Agreement by such Party
                  has
                  been duly authorized by all requisite corporate action and do not
                  require
                  any shareholder action or approval;

              


      

      


      
        	 	
                6.1.3

              	
                it
                  has the power and authority to execute and deliver this Agreement
                  and to
                  perform its obligations hereunder;

              


      

      


      
        	 	
                6.1.4

              	
                the
                  execution, delivery and performance by such Party of this Agreement
                  and
                  its compliance with the terms and provisions hereof does not and
                  will not
                  conflict with or result in a breach of any of the terms and provisions
                  of
                  or constitute a default under (a) a loan agreement, guaranty, financing
                  agreement, agreement affecting a product or other agreement or
                  instrument
                  binding or affecting it or its property; (b) the provisions of
                  its charter
                  or operative documents or by laws; or (c) any order, writ, injunction
                  or
                  decree of any court or governmental authority entered against it
                  or by
                  which any of its property is bound;
                  and

              


      

      


      
        	 	
                6.1.5

              	
                it
                  shall comply with all applicable laws and regulations relating
                  to its
                  activities under this Agreement.

              


      

      


      
        	 	
                6.2

              	
                Representations
                  and Warranties of ACCESS. ACCESS hereby further represents and
                  warrants to
                  DISCUS as follows:

              


      

      


      
        	 	
                6.2.1

              	
                As
                  of delivery of each shipment of Products Manufactured by ACCESS
                  or an
                  ACCESS Third Party Manufacturer to a carrier, such Product (a)
                  has been
                  Manufactured, stored and shipped in accordance with GMPs, all applicable
                  laws, rules, regulations or requirements and all applicable Regulatory
                  Approvals in effect at the time of Manufacture; (b) conforms to
                  the
                  Specifications, and is free from defects and are merchantable;
                  (c) is not
                  adulterated or misbranded; and (d) has been stored in accordance
                  with
                  procedures set forth in this Agreement, if any; and (d) ACCESS
                  has good
                  and marketable title to the Products and the Products are free
                  from all
                  liens, charges, encumbrances and security
                  interests;

              


      

      


      
        	 	
                6.2.2

              	
                As
                  of the Effective Date and as of the date of the delivery of each
                  shipment
                  of Products. U.S. Patent No. 6.585,997 and US Patent No. 5,362,737
                  are (a)
                  existing and have not been held to be invalid or unenforceable,
                  in whole
                  or in part and (b) ACCESS owns or has full and exclusive rights
                  to use and
                  exploit under licenses (and to license or sublicense) all their
                  rights
                  under the Patents and the Patents are not encumbered by any claims,
                  liens,
                  mortgages or security interests;

              


      

      


      
        	 	
                6.2.3

              	
                As
                  of the Effective Date and as of the date of delivery of each shipment
                  of
                  Products, (a) ACCESS has received no actual notice or any basis
                  to
                  reasonably conclude that any of ACCESS’s Intellectual Property Rights
                  relating to or incorporated as a part of the Products is subject
                  to an
                  infringement claim of any issued patent owned or possessed by any
                  Third
                  Party within the Territory, and (b) no Third Party has any right,
                  title or
                  interest in or to the Intellectual Property Rights relating to,
                  incorporated as a part of or used in the Manufacture of the Products,
                  and

              


      

      


      
        	 	
                6.2.4

              	
                As
                  of the Effective Date, ACCESS has received no actual notice or
                  any basis
                  to reasonably conclude that OraDisc A has less than reasonable
                  chance to
                  receive Regulatory Approval to be sold Over-the
                  Counter.

              


      

      


      
        	 	
                6.3

              	
                No
                  Presumption.
                  Each Party hereto represents that it has been represented by legal
                  counsel
                  in connection with this Agreement and acknowledges that it has
                  participated in the drafting hereof. In interpreting and applying
                  the
                  terms and provisions of this Agreement, the Parties agree that
                  no
                  presumption shall exist or be implied against the Party which drafted
                  such
                  terms and provisions.

              


      

      


      
        	 	
                6.4

              	
                Remedy.
                  In addition to any other remedy DISCUS may have hereunder, upon
                  request
                  from DISCUS, as a remedy for any breach of Section 6.2.1, ACCESS
                  shall
                  promptly replace, at its sole cost and expense, any Products which
                  fail to
                  comply with the representations set forth in Section 6.2.1; provided
                  that
                  such non-conforming Products are returned to ACCESS in accordance
                  with
                  ACCESS’s return procedures, and only if after ACCESS’s inspection, such
                  Products are determined to have been
                  non-conforming.

              


      

      


      
        	 	
                6.5

              	
                DISCUS
                  Responsibility. DISCUS shall not be responsible for any loss or
                  cost
                  incurred by ACCESS during Manufacture of the Products in compliance
                  with
                  the requirements of Section 6.2, except with respect to procedures,
                  instructions, or directions unilaterally imposed upon ACCESS by
                  DISCUS
                  under this Agreement.

              


      

      


      6.6 Disclaimer.

      


      
        	 	
                6.6.1

              	
                THE
                  FOREGOING WARRANTIES ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN
                  BY ACCESS
                  WITH RESPECT TO THE PRODUCTS PROVIDED HEREUNDER, AND ACCESS GIVES
                  AND
                  MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR
                  IMPLIED,
                  OTHER THAN THE FOREGOING. WITHOUT LIMITING THE GENERALITY OF THE
                  FOREGOING
                  EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN SECTION 6, NO IMPLIED
                  WARRANTY OF MERCHANTABILITY, VALIDITY, NON-INFRINGEMENT, TITLE,
                  FITNESS
                  FOR ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING BY
                  USAGE OF
                  TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN OR MADE
                  BY
                  ACCESS OR SHALL ARISE BY OR IN CONNECTION WITH ANY SALE OR PROVISION
                  OF
                  PRODUCTS OR SERVICES BY ACCESS, OR DISCUS’ USE OR SALE OF THE PRODUCT, OR
                  ACCESS’ AND/OR DISCUS’ CONDUCT IN RELATION THERETO OR TO EACH OTHER. NO
                  REPRESENTATIVE OF ACCESS IS AUTHORIZED TO GIVE OR MAKE ANY OTHER
                  REPRESENTATION OR WARRANTY OR TO MODIFY THE FOREGOING WARRANTY
                  IN ANY WAY
                  OTHER THAN PURSUANT A WRITTEN AMENDMENT OF THIS AGREEMENT THAT
                  IS EXECUTED
                  BY ACCESS.

              


      

      


      
        	 	
                6.6.2

              	
                The
                  limited warranties set forth in this Section 6 do not apply to
                  any
                  non-conformity of the Product resulting from (a) repair, alteration,
                  misuse, negligence, abuse, accident, mishandling or storage in
                  an improper
                  environment by any party other than ACCESS (or its contract manufacturer),
                  or (b) use, handling, storage or maintenance other than in accordance
                  with
                  Product specifications or Product
                  label.

              


      

      


      	6.7  	
              Limitation
                of Liability.

            


      


      ACCESS’
        LIABILITY, AND THE EXCLUSIVE REMEDY, IN CONNECTION WITH THE SALE OR USE OF
        THE
        PRODUCT (WHETHER BASED ON CONTRACT, NEGLIGENCE, BREACH OF WARRANTY. STRICT
        LIABILITY OR ANY OTHER LEGAL THEORY), SHALL BE STRICTLY LIMITED TO ACCESS’
OBLIGATIONS AND DISCUS’ RIGHTS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN THIS
        AGREEMENT. 

      


      EXCEPT
        WITH RESPECT TO CLAIMS OR LIABILITY TO THIRD PARTIES, IN NO EVENT WHATSOEVER
        SHALL EITHER PARTY HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO THE
        OTHER
        PARTY OR SUCH OTHER PARTY’S AFFILIATES FOR ANY INDIRECT, INCIDENTAL.
        CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING IN ANY WAY
        IN
        CONNECTION WITH ANY PRODUCT OR ITS PURCHASE, SALE, USE OR INAJ31LITY TO
        USE.

      


      	7.  	
              INDEMNIFICATION
                AND INSURANCE

            


      


      7.1 Indemnification.

      


      
        	 	
                7.1.1

              	
                ACCESS
                  shall defend, indemnify and hold harmless DISCUS, its Affiliates,
                  directors, officers, employees and agents from and against all
                  damages,
                  losses, liabilities, expenses, claims, demands, suits, penalties
                  or
                  judgments or administrative or judicial orders (including, without
                  limitation, reasonable attorneys’ fees and expenses) incurred, assessed or
                  sustained by or against DISCUS, its Affiliates, directors, officers,
                  employees or agents with respect to a claim by a third party arising
                  out
                  of (a) the negligent acts or omissions of ACCESS; (b) any breach
                  by ACCESS
                  of this Agreement or its representations, warranties or covenants
                  hereunder; (c) any Recall or Seizure attributable to ACCESS’s performance
                  (including, without limitation, amounts DISCUS is legally required
                  to pay
                  or credit to its customers for Products so Recalled or Seized);
                  (d) any
                  allegation that the manufacture, importation, sale, offer for sale
                  or use
                  of the Products infringes any patent or other Intellectual Property
                  Rights, proprietary or protected right within the United States;
                  provided
                  that ACCESS will not be obligated to indemnify DISCUS if and to
                  only to
                  the extent that the alleged infringement is caused by DISCUS’s (including
                  its Affiliates, agents, contractors, and sub-distributors) or its
                  customers misuse, mis-handling, mis-storage or modification of
                  the
                  Products; or (ii) DISCUS’s (including its Affiliates, agents, contractors,
                  and sub-distributors) or its customers use of the Products in combination
                  with any products or materials not provided by ACCESS; and further provided
                  that the foregoing indemnification obligation shall not apply in
                  the event
                  and to the extent that such claim arose as a result of any indemnitee’s
                  gross negligence, intentional misconduct or breach of this Agreement.
                  Alternatively, ACCESS may terminate this indemnification provision with
                  respect to any subsequent exploitation of DISCUS’ rights hereunder if any
                  claim is made that the Manufacture, storage, importation, sale,
                  offer for
                  sale or use of the Products infringes any patent or other proprietary
                  or
                  protected right of any Third Party and ACCESS determines that it
                  no longer
                  desires to be involved in the continued sale, offer for sale or
                  use of the
                  Products, provided
                  that such a determination by ACCESS shall terminate any and all
                  rights
                  that ACCESS may otherwise have to any payments from DISCUS under
                  either
                  Section 5.2 or 5.3 and provided
                  that ACCESS shall only be required to continue in the Manufacture,
                  storage, importation, of the Products should DISCUS elect to defend,
                  indemnify and hold harmless ACCESS from any loss resulting from
                  those
                  ongoing activities, provided
                  that such termination will not change, alter or modify ACCESS’ obligations
                  or liabilities with respect to any Products Manufactured, delivered
                  or
                  distributed prior to such termination or any other breach by ACCESS
                  occurring prior to such termination. The provisions of this Section
                  shall
                  survive the termination or expiration of this
                  Agreement.

              


      

      


      
        	 	
                7.1.2

              	
                DISCUS
                  small defend, indemnify and hold harmless ACCESS, its directors,
                  officers,
                  employees and agents from and against all damages, losses, liabilities,
                  expenses, claims, demands, suits, penalties or judgments or administrative
                  or judicial orders (including, without limitation, reasonable attorneys’
                  fees and expenses) incurred. Assessed or sustained by or against
                  ACCESS.
                  its directors, officers, employees or agents with respect to or
                  arising
                  out of (a) the negligent acts or omissions of DISCUS; (b) any breach
                  by
                  DISCUS of this Agreement or of its representations, warranties
                  or
                  covenants hereunder; (c) any allegation that the Manufacture, importation,
                  sale, offer for sale or use of the Products under the Trademarks
                  or DISCUS
                  packaging or marketing materials infringes any patent or other
                  proprietary
                  or protected right of any Third Party; (d) any Recall or Seizure
                  attributable to DISCUS’s or its Affiliates’ performance or activities; (e)
                  any enforcement or other action by any Regulatory Authority relating
                  to
                  the distribution, the pricing of the Products by DISCUS or sale
                  of the
                  Products by DISCUS to Third Parties; (f) DISCUS’s failure to comply with
                  any applicable law, regulation or order (including, without limitation,
                  environmental laws, regulations and orders); or (g) is otherwise
                  caused by
                  or arises out of a claim of the Manufacture (if DISCUS exercises
                  any of
                  its rights under Section 2.8), marketing, distribution, sale and
                  use of
                  the Products by DISCUS or its Affiliates, contract manufacturers,
                  or
                  sub-distributors. The foregoing indemnification obligation shall
                  not apply
                  in the event and to the extent that such claim arose as a result
                  of any
                  indemnitee’s negligence, intentional misconduct or breach of this
                  Agreement. The provisions of this Section shall survive the termination
                  or
                  expiration of this Agreement.

              


      

      


      
        	 	
                7.1.3

              	
                To
                  receive the benefit of indemnification under this Section 7.1,
                  the Party
                  and its Affiliates, directors, officers, employees or agents seeking
                  indemnification (an “Indemnified
                  Party”)
                  shall promptly notify the other Party (the “Indemnifying
                  Party”),
                  in writing, of any claim asserted or threatened against such Indemnified
                  Party for which such Indemnified Party is entitled to indemnification
                  hereunder from the Indemnifying Party. With respect to any such
                  claim the
                  Indemnified Party shall, at no out-of-pocket expense to it, reasonably
                  cooperate with and provide such reasonable assistance to such Indemnifying
                  Party as such Indemnifying Party may reasonably request. Such reasonable
                  assistance may include, without limitation, providing copies of
                  all
                  relevant correspondence and other materials that the Indemnifying
                  Party
                  may reasonably request. The obligations of an Indemnifying Party
                  under
                  Sections 7.1.1 and 7.1.2 are conditioned upon the delivery of written
                  notice to the Indemnifying Party of any asserted or threatened
                  claim
                  promptly after the Indemnified Party becomes aware of such claim;
                  provided
                  that the failure of the Indemnified Party to give such notice or
                  any delay
                  thereof shall not affect the Indemnified Party’s right to indemnification
                  hereunder, except to the extent that such failure or delay impairs
                  the
                  Indemnifying Party’s ability to defend or contest any such claim. The
                  Indemnified Party may participate in the defense thereof at its
                  sole cost
                  and expense. An Indemnifying Party may not settle a suit or claim
                  without
                  the consent of the Indemnified Party if (a) such settlement would
                  impose
                  any monetary obligation on the Indemnified Party for which indemnification
                  is not provided hereunder, (b) or require the Indemnified Party
                  to submit
                  to an injunction or otherwise limit the Indemnified Party’s rights under
                  this Agreement, or (c) does not include a release of the Indemnified
                  Party
                  from all liability arising out of such suit or claim. Any payment
                  made by
                  an Indemnifying Party to settle any such suit or claim shall be
                  at its own
                  cost and expense.

              


      

      


      7.1.4
        The
        indemnification provided by this Section 7 shall be the Parties’ sole and
        exclusive remedy in connection with any third party claim.

       

      	8.  	
              TERM
                AND TERMINATION

            


       

      
        	 	
                8.1

              	
                Term.
                  This Agreement shall commence on the Effective Date and continue,
                  unless
                  sooner terminated as set forth below in this Section 8 or as otherwise
                  specifically stated in this Agreement, for the duration of the
                  Term.

              


      

      


      
        	 	
                8.2

              	
                Termination
                  Without Cause.
                  DISCUS may terminate this Agreement (a) at any time prior to the
                  last day
                  of the twelfth full month after Launch immediately upon giving
                  written
                  notice to ACCESS if DISCUS, in its complete and unfettered discretion,
                  determines to cease marketing the Products; or (b) during the six
                  (6)
                  month period after the completion of the third Contract Year upon
                  giving
                  written notice to ACCESS if DISCUS, in its complete and unfettered
                  discretion, determines to cease marketing the Products as a result
                  of not
                  meeting DISCUS’s commercial objectives with respect to the Products;
                  provided,
                  however,
                  that in the event that DISCUS terminates this Agreement in accordance
                  with
                  this Section 8.2 or Section 8.3, then DISCUS shall transfer to
                  ACCESS any
                  data, excluding any customer specific data, relating to the Products
                  that
                  DISCUS generated (through marketing studies or otherwise) prior
                  to such
                  termination. Such termination shall not give rise to the payment
                  of any
                  penalty or damages by either Party.

              


      

      


      
        	 	
                8.3

              	
                Termination
                  for Regulatory Action or Claim of Infringement.
                  DISCUS may terminate this Agreement in its entirety immediately
                  if either
                  (i) the FDA or any other Regulatory Authority takes any action,
                  the result
                  of which is to prohibit or permanently or otherwise restrict the
                  Manufacture, storage, importation, sale, offer for sale or use
                  of the
                  Products in any way that will have a material, adverse effect on
                  the sale
                  price or sales volumes of the Products (ii) any claim is made that
                  the
                  Manufacture, storage, importation, sale, offer for sale or use
                  of the
                  Products infringes any patent or other proprietary or protected
                  right of
                  any Third Party. Such termination shall not give rise to the payment
                  of
                  any penalty or damages by either
                  Party.

              


      

       

      
        	 	
                8.4

              	
                Termination
                  for Breach.
                  If
                  either Party has at any time failed to discharge any of its obligations
                  hereunder and failed to correct such default within thirty (30)
                  days after
                  the other Party having given written notice to the non-aggrieved
                  Party
                  thereof, the aggrieved Party shall be entitled to notify the non-aggrieved
                  Party that it intends to terminate this Agreement unless such default
                  is
                  corrected and may so terminate ten (10) days after the end of such
                  thirty
                  (30) day period if such default is continuing; provided
                  that (i) if such default by the other Party shall be a recurring
                  default
                  and the other Party does not reasonably satisfy the aggrieved party
                  that
                  such defaults shall cease to occur, the aggrieved Party shall be
                  entitled
                  to terminate this Agreement upon the occurrence of such default
                  and the
                  other Party shall not be entitled to correct such default and (ii)
                  the
                  non-aggrieved Party shall have the right to contest the aggrieved
                  Party’s
                  ability to terminate this Agreement by bringing an action for declaratory
                  judgment in a court of competent jurisdiction and the termination
                  shall
                  not be effective until the court rules. Such termination shall
                  not give
                  rise to the payment of any penalty or damages by the terminating
                  Party.

              


      

       

      
        	 	
                8.5

              	
                Termination
                  for Bankruptcy.
                  If
                  either Party by voluntary or involuntary action goes into liquidation,
                  dissolves or files a petition for bankruptcy or suspension of payments,
                  is
                  adjudicated bankrupt, has a receiver or trustee appointed for its
                  property
                  or estate, becomes insolvent or makes an assignment for the benefit
                  of
                  creditors, the other Party shall be entitled by notice in writing
                  to such
                  Party to terminate this Agreement forthwith. Such termination shall
                  not
                  give rise to the payment of any penalty or damages by the terminating
                  Party.

              


      

      


      
        	 	
                8.6

              	
                Effect
                  of Termination.
                  Termination or expiration of this Agreement, in whole or in part,
                  shall be
                  without prejudice to the right of either Party to receive all payments
                  accrued and unpaid at the effective date of such termination or
                  expiration, without prejudice to the remedy of either Party in
                  respect to
                  any previous breach of any of the representations, warranties or
                  covenants
                  herein contained and without prejudice to any other provisions
                  hereof
                  which expressly or necessarily call for performance after such
                  termination
                  or expiration. The following provisions shall survive the expiration
                  or
                  termination of this Agreement: Sections
                  3.4,3.6,3.7,5.5,5.6,5.7,5.8,6,7.1,8.6,9, 11 (except Section 11.6),
                  12 and
                  13.

              


      

      


      	9.  	
              CONFIDENTIALITY

            


       

      
        	 	
                9.1

              	
                Nondisclosure
                  Obligation.
                  Each of ACCESS and DISCUS shall use only in accordance with this
                  Agreement
                  and shall not disclose to any Third Party the Confidential Information
                  received by it from the other Party pursuant to this Agreement,
                  without
                  the prior written consent of the other Party. The foregoing obligations
                  shall survive for a period of five (5) years after the termination
                  or
                  expiration of this Agreement. These obligations shall not apply
                  to
                  Confidential Information that: (a) is known by the receiving Party
                  at the
                  time of its receipt, and not through a prior disclosure by the
                  disclosing
                  Party, as documented by business records; (b) is at the time of
                  disclosure
                  or thereafter becomes published or otherwise part of the public
                  domain
                  without breach of this Agreement by the receiving Party; (c) is
                  subsequently disclosed to the receiving Party by a Third Party
                  who has the
                  right to make such disclosure; (d) is developed by the receiving
                  Party
                  independently of the Confidential Information received from the
                  disclosing
                  Party and such independent development can be documented by the
                  receiving
                  Party; or (e) is required by law, regulation, rule, act or order
                  of any
                  governmental authority or agency to be disclosed by a Party, provided that
                  notice is promptly delivered to the other Party in order to provide
                  an
                  opportunity to seek a protective order or other similar order with
                  respect
                  to such Confidential Information and thereafter the disclosing
                  Party
                  discloses to the requesting entity only the minimum Confidential
                  Information required to be disclosed in order to comply with the
                  request,
                  whether or not a protective order or other similar order is obtained
                  by
                  the other Party.

              


      

       

      
        	 	
                9.2

              	
                Permitted
                  Disclosures.
                  Each Party may disclose the other Party’s Confidential Information to us
                  employees and Affiliates on a need-to-know basis and to its agents
                  or
                  consultants to the extent required to accomplish the purposes of
                  this
                  Agreement; provided
                  that
                  the recipient Party obtains prior agreement from such agents and
                  consultants to whom disclosure is to be made to hold in confidence
                  and not
                  make use of such Confidential Information for any purpose other
                  than those
                  permitted by this Agreement. Each Party will use at least the same
                  standard of care as it uses to protect proprietary or confidential
                  information of its own to ensure that such employees, agents, consultants,
                  and Affiliates do not disclose or make any unauthorized use of
                  the other
                  Party’s Confidential Information.

              


      

       

      
        	 	
                9.3

              	
                Disclosure
                  of Agreement.
                  Neither ACCESS nor DISCUS shall release to any Third Party or publish
                  in
                  any way any non-public information with respect to the terms of
                  this
                  Agreement without the prior written consent of the other Party,
                  which
                  consent shall not be unreasonably withheld or delayed, provided
                  that either Party may disclose the terms of this Agreement (a)
                  to the
                  extent required to comply with applicable laws, including, without
                  limitation, the rules and regulations promulgated by the United
                  States
                  Securities and Exchange Commission; provided,
                  further,
                  that prior to making any such disclosure, the Party intending to
                  so
                  disclose the terms of this Agreement shall (i) provide the nondisclosing
                  Party with written notice of the proposed disclosure and an opportunity
                  to
                  review and comment on the intended disclosure which is reasonable
                  under
                  the circumstances and (ii) shall seek confidential treatment for
                  as much
                  of the disclosure as is reasonable under the circumstances, including,
                  without limitation, seeking confidential treatment of any information
                  as
                  may be requested by the other Party; or (b) to one or more Third
                  Parties
                  and/or their advisors in connection with a proposed spin-off, joint
                  venture, divestiture, merger or other similar transaction involving
                  all,
                  or substantially all, of the Products, assets or business of the
                  disclosing Party to which this Agreement relates or to lenders,
                  investment
                  bankers and other financial institutions of its choice solely for
                  purposes
                  of financing the business operations of such Party; provided,
                  further,
                  that either (i) the other Party has consented to such disclosure
                  or (ii)
                  such Third Parties have signed confidentiality agreements with
                  respect to
                  such information on terms no less restrictive than those contained
                  in this
                  Section 9; or (c) to its legal
                  counsel.

              


      

       

      
        	 	
                9.4

              	
                Publicity.
                  All publicity, press releases and other announcements relating
                  to this
                  Agreement or the transactions contemplated hereby shall be reviewed
                  in
                  advance by, and shall be subject to the approval of, both
                  Parties.

              


      

       

      	10.  	
              FORCE
                MAJEURE

            


       

      
        	 	
                10.1

              	
                If
                  the production, delivery, acceptance or use of Products specified
                  for
                  delivery under this Agreement or if the performance of any other
                  obligation hereunder is prevented, restricted or interfered with
                  by reason
                  of fires, accidents, explosions, earthquakes, floods, embargoes,
                  government ordinances or requirements, civil or military authorities,
                  acts
                  of God or of the public enemy, or other similar causes beyond the
                  reasonable control of the Party whose performance is affected (any
                  of the
                  foregoing a “Force
                  Majeure Event”),
                  then the Party affected, upon giving prompt written notice to the
                  other
                  Party, shall be excused from such performance on a day-for-day
                  basis to
                  the extent of such prevention, restriction, or interference (and
                  the other
                  Party shall likewise be excused from performance of its obligations
                  on a
                  day-for-day basis to the extent such Party’s obligations relate to the
                  performance so prevented, restricted or interfered with); provided
                  that the Party so affected shall use commercially reasonable efforts
                  to
                  avoid or remove such causes of non-performance and both Parties
                  shall
                  proceed to perform their obligations with dispatch whenever such
                  causes
                  are removed or cease. If such Force Majeure Event continues for
                  a period
                  of ninety (90) consecutive days or more and as a result either
                  party has
                  been unable to perform its obligations under this Agreement for
                  such
                  ninety (90) day period, the other Party may terminate this Agreement
                  effective immediately, upon delivery of a notice of termination
                  in
                  writing, provided
                  that such event of Force Majeure Event is continuing.
                  

              


      

       

       

      	11.  	
              INTELLECTUAL
                PROPERTY

            


       

      
        	 	
                11.1

              	
                Trademarks:
                  DISCUS Intellectual Property. DISCUS may advertise, promote, market
                  and
                  sell the Products either separately or as part of other products
                  under any
                  of DISCUS’s Trademarks, the OraDisc A Trademark, amlexanox trademark
                  and/Or DISCUS’s trade dress, whether registered or unregistered, in its
                  sole discretion; provided that
                  DISCUS may not use or adopt any other ACCESS Trademark or trade
                  dress, or
                  any such item confusingly similar thereto used or intended to be
                  used
                  prior to the first use of such Trademark. ACCESS shall have no
                  right,
                  title or interest in or to any DISCUS Trademark or trade dress,
                  and DISCUS
                  shall have no right, title or interest in or to any ACCESS Trademark,
                  except as provided for herein. So long as DISCUS or any Affiliate
                  of
                  DISCUS shall have any interest in any such Trademark or trade dress,
                  whether registered or unregistered, whether as proprietor, owner,
                  or
                  licensee in any country of the world, ACCESS shall not adopt, use,
                  apply
                  for registration, register or own such Trademark or trade dress,
                  or any
                  such item confusingly similar thereto in the Territory, or take
                  any action
                  which weakens or undermines DISCUS’s proprietary rights therein. So long
                  as ACCESS or any Affiliate of ACCESS shall have any interest in
                  any such
                  ACCESS Trademark or trade dress, whether registered or unregistered,
                  whether as proprietor, owner, or licensee in any country of the
                  world,
                  DISCUS shall not adopt, use, apply for registration, register or
                  own such
                  ACCESS Trademark or trade dress, or any such item confusingly similar
                  thereto in any country of the world, or take any action which weakens
                  or
                  undermines ACCESS’s proprietary rights
                  therein.

              


      

       

      11.2 Inventions.

       

      11.2.1
        Except as otherwise provided for in this Section 11.2, each Party shall own
        all
        Inventions made solely by employees of such Party (or Third Parties acting
        on
        behalf of such Party) and shall jointly own with the other Party any Invention
        made jointly by employees of both Parties (or Third Parties on behalf of
        one or
        both Parties); provided that such Inventions were made without violation
        of any
        term or condition of this Agreement. All determinations of inventorship under
        this Agreement shall be made in accordance with United States law.

       

      
        	 	
                11.2.2

              	
                With
                  respect to any Inventions or know-how Controlled by DISCUS or is
                  part of
                  DISCUS’s Intellectual Property Rights specifically relating to the
                  Products, DISCUS hereby grants to ACCESS a (subject to retained
                  rights in
                  DISCUS), royalty-free license to use such Invention for the Manufacture
                  of
                  the Products exclusively for DISCUS during the
                  Term.

              


      

       

      
        	 	
                11.2.3

              	
                With
                  respect to any Inventions or know-how owned jointly by DISCUS and
                  ACCESS
                  relating to the Products (but not including the Products), DISCUS
                  hereby
                  grants to ACCESS and ACCESS hereby grants to DISCUS an exclusive
                  (subject
                  to retained rights in each Party), royalty-free license to use
                  such
                  Invention or know-how.

              


      

       

      
        	 	
                11.2.4

              	
                During
                  the Term of this Agreement both Parties shall require their employees
                  and
                  personnel involved in the performance of its duties under this
                  Agreement
                  to deliver such assignments, confirmations of assignments or other
                  written
                  instruments as are necessary to vest in the respective Party clear
                  and
                  marketable title to the Inventions.


              


      

      


      
        	 	
                11.2.5

              	
                All
                  rights, title and interest in and to the ACCESS Intellectual Property
                  Rights shall remain exclusively owned by ACCESS. The Inventions
                  owned by
                  ACCESS under this Section shall be referred to herein as “ACCESS
                  Inventions”.

              


      

      


      
        	 	
                11.2.6

              	
                All
                  rights, title, and interest in and to know-how, which is developed
                  jointly
                  by the Parties during the Term of this Agreement and related to
                  the
                  Products, its Manufacture and/or use shall be owned jointly by
                  the
                  Parties. All rights, title, and interest in and to any Regulatory
                  Approval
                  shall be owned exclusively by
                  ACCESS.

              


      

       

      11.3 Confidentiality
        of Information related to Intellectual Property. Any and all information
        and
        material, including any and all Intellectual Property Rights therein and
        thereto, assigned to a Party pursuant to the terms of this Agreement shall
        constitute Confidential Information of such Party which shall be deemed the
        Disclosing Party with respect to such Confidential Information.

       

      11
        .4 Patent
        Rights to New Inventions.

       

      
        	 	
                11.4.1

              	
                ACCESS,
                  at its own expense, shall use commercially reasonable efforts to
                  prepare,
                  file, prosecute and maintain its Intellectual Property Rights in
                  the
                  Territory, in a manner determined in ACCESS’s sole
                  discretion.

              


      

      


      
        	 	
                11.4.2

              	
                (a)

              	
                The
                  Parties shall mutually agree in good faith on a case-by-case-basis
                  on
                  which of the Parties shall have the first right to prepare, file,
                  prosecute and maintain any jointly owned Invention and patent rights
                  thereon (“Joint
                  Patent Rights”)
                  throughout the world as well as on the split of the applicable
                  expenses
                  and costs.

              


      

      


      
        	 	
                (b)

              	
                The
                  acting Party shall keep the other Party completely informed during
                  the
                  whole application procedure as well as during the whole patent
                  duration.
                  The acting Party shall provide the other Party advance copies of
                  any
                  official correspondence related to the filing, prosecution and
                  maintenance
                  of such patent filings, and shall provide the other Party a reasonable
                  opportunity to comment on all correspondence received from and
                  all
                  submission to be made to any government patent office or authority
                  with
                  respect to any such patent application or patent, and shall consider
                  in
                  good faith the other Party’s suggestions with respect to all submission
                  made to any government office or
                  authority.

              


      

      


      
        	 	
                (c)

              	
                If
                  either Party (the “Declining
                  Party”)
                  at any time declines to share in the costs of filing, prosecuting
                  and
                  maintaining any such Joint Patent Right, the Declining Party shall
                  provide
                  the other Party (the “Continuing
                  Party”)
                  with thirty (30) days prior written notice to such effect, in which
                  event,
                  the Declining Party shall (i) have no responsibility for any expenses
                  incurred in connection with such Joint Patent Right and (ii) if
                  the
                  Continuing Party elects to continue prosecution or maintenance,
                  the
                  Declining Party, upon the Continuing Party’s request, shall execute such
                  documents and perform such acts, at the Continuing Party’s expense, as may
                  be reasonably necessary (x) to assign to the Continuing Party all
                  of the
                  Declining Party’s right, title and interest in and to such Joint Patent
                  Rights and (y) to permit the Continuing Party to file, prosecute
                  and/or
                  maintain such Joint Patent Right.

              


      

      


      
        	 	
                (d)

              	
                If
                  DISCUS is (i) the sole owner of a Joint Patent Right or (ii) the
                  Continuing Party, such Joint Patent Right shall no longer be considered
                  to
                  be part of the ACCESS Intellectual Property Rights for purposes
                  of this
                  Agreement and thereafter shall be part of DISCUS’s intellectual property.
                  (e) If ACCESS is (i) the sole owner of a Joint Patent Right or
                  (ii) is the
                  Continuing Party, such Joint Patent Rights shall no longer be considered
                  to be part of DISCUS’s intellectual property for purposes of this
                  Agreement and thereafter shall be part of the ACCESS Intellectual
                  Property
                  Rights.

              


      

       

      
        	 	
                11.4.3

              	
                Each
                  Party shall, and shall cause its Affiliates, employees, attorneys
                  and
                  agents to, cooperate fully with the other Party and provide all
                  information and data and execute any documents reasonably required
                  or
                  requested in order to allow the other Party to prosecute, file,
                  and
                  maintain patents and patent applications pursuant to this Section
                  11.4.
                  Neither Party shall require the other Party to make any payment
                  or
                  reimburse for any expenses in connection with such operation, provision
                  of
                  information and data and execution of documents. Each Party shall
                  agree,
                  if possible, to wave the Attorney-Client privilege with respect
                  to the
                  prosecution of any patents related to the Products and the attorney
                  representing the acting Party shall be deemed to be the attorney
                  of both
                  Parties and shall share equally his or her comments regarding the
                  applications freely with either
                  Party.

              


      

       

      11.5 Enforcement
        of Intellectual Property Rights.

       

      11.5.1 If
        either
        Party becomes aware of any infringement of any of the Intellectual Property
        Rights, or the validity of any of the Intellectual Property Rights, which
        is the
        subject of this Agreement is challenged by a Third Party in the Territory,
        such
        Party will notify the other Party in writing to that effect. Any such notice
        shall include, as applicable, evidence to support an allegation of infringement
        by such Third Party. 

      


      11.5.2 ACCESS
        shall have the first right, but not the obligation, to take action to obtain
        a
        discontinuance of infringement or bring suit against a Third Party infringer
        of
        ACCESS’s Intellectual Property Rights in the Territory. Such right shall remain
        in effect until ninety (90) days after the date of notice given under Section
        11.5.1. In the event that ACCESS exercises such right, then ACCESS shall
        bear
        all the expenses of any such suit brought by ACCESS claiming infringement
        of any
        Intellectual Property Rights. If, after the expiration of the ninety (90)
        day
        period, ACCESS has not obtained, or is not diligently pursuing, a discontinuance
        of infringement of the Intellectual Property Rights, filed suit against any
        such
        Third Party infringer of the Intellectual Property Rights, or provided DISCUS
        with information and arguments demonstrating to DISCUS’s reasonable satisfaction
        that there is insufficient basis for the allegation of such infringement
        of the
        Intellectual Property Rights, then DISCUS shall have the right, but not the
        obligation, to bring suit against such Third Party infringer of the Intellectual
        Property Rights and to join ACCESS as a party plaintiff, provided
        that
        DISCUS shall bear all the expenses of such suit. In such event, DISCUS shall
        not
        consent to the entry of any judgment or enter into any settlement with respect
        to such an action or suit without the prior written consent of ACCESS (which
        consent shall not unreasonably be withheld) if such judgment or settlement
        includes a finding or agreement that such Intellectual Property Right is
        invalid
        or would enjoin or grant other equitable relief against ACCESS. Provided
        that
        the Parties agree to split the expenses of any action, in the event of monetary
        recovery by either ACCESS or DISCUS, the Parties shall share such money,
        after
        deduction of all expenses related to their recovery (including but not limited
        to legal expenses) in proportion to the net income (as that term is generally
        defined) of each party from the sale of the Products under this Agreement.
        The
        Parties shall hire a Third Party audit firm to determine in confidence the
        respective net incomes of the Parties from the sale of the Products and shall
        deliver to the Parties its determination. The cost of the auditor shall be
        considered an expense related to recovery and shall be deducted from the
        proceeds.

       

      11.5.3 Each
        Party shall cooperate (including, without limitation, by executing any documents
        reasonably required to enable the other Party to initiate such litigation,
        testifying when requested or providing relevant documents) with the other
        Party
        in any suit for infringement of Intellectual Property Rights brought by the
        other Party against a Third Party in accordance with this Section and shall
        have
        the right to consult with the other Party and to participate in and be
        represented by independent counsel in such litigation at its own
        expense.

       

      11.5.4
        Neither Party shall be required pursuant to this Section 11.5 to undertake
        any
        activities, including, without limitation, legal discovery at the request
        of a
        Third Party except as may be required by lawful process of a court of competent
        jurisdiction.

       

      11.5.5
        Neither Party shall incur any liability to the other Party as a consequence
        of
        any such litigation or any unfavorable decision resulting there from, including
        any decision holding any of the patents within ACCESS’s Intellectual Property
        Rights invalid or unenforceable.

      


      11.5.6
        Any recovery obtained by either Party as a result of any such proceeding
        against
        a Third Party infringer shall be allocated as follows: (a) such recovery
        shall
        first be used to reimburse each Party for all litigation costs in connection
        with such litigation paid by that Party; and (b) the Party bringing the action
        shall receive the remaining portion of such recovery after payment of the
        amounts specified in clause (a).

      


      11.6
        Trademarks.
        Subject
        to the restrictions in Section 11.1, DISCUS shall select and own all of the
        Product- related trademarks, trade dress, copyrights and names to be used
        by
        DISCUS in connection with the marketing, promotion and sale of the Products
        in
        the Territory. DISCUS hereby grants to ACCESS a limited, non-exclusive,
        non-transferable, fully paid, royalty free, sublicensable license in and
        to all
        DISCUS Trademarks and copyrights to be contained in any such labeling for
        the
        sole purpose of manufacturing and applying such labels to the Products in
        the
        conduct of ACCESS’S obligations hereunder; provided, however, that ACCESS agrees
        to cooperate with and offer reasonable assistance to DISCUS in facilitating
        DISCUS’s control of the quality of the Products branded with DISCUS’s trademarks
        hereunder; but further provided that in no event is ACCESS obligated to provide
        such cooperation or assistance in any way that will (i) lower the quality
        of the
        Products below that which ACCESS deems acceptable for general commercial
        distribution, (ii) be contrary to or in violation of any regulatory or statutory
        obligations, or (iii) increase the cost of manufacturing and delivering the
        Products hereunder beyond that contemplated by the parties as of the Effective
        Date.

      


      	12.  	
              NOTICES

            


      


      
        	 	
                12.1

              	
                Ordinary
                  Notices.
                  Correspondence, reports, documentation, and any other communication
                  in
                  writing between the Parties in the course of ordinary implementation
                  of
                  this Agreement shall be delivered by hand, sent by facsimile or
                  by
                  overnight courier to the employee or representative of the other
                  Party who
                  is designated by such other Party to receive such written communication
                  at
                  the address or facsimile numbers specified by such employee or
                  representative.

              


      

      


      
        	 	
                12.2

              	
                Extraordinary
                  Notices.
                  Extraordinary notices and communications (including, without limitation,
                  notices of termination, Force Majeure Event, material breach, change
                  of
                  address, requests for disclosure of Confidential Information, claims
                  or
                  indemnification) shall be in writing and shall be delivered by
                  hand, sent
                  by facsimile or by overnight courier (and shall be deemed to have
                  been
                  properly served to the addressee upon receipt of such written
                  communication) to the address set forth in Section 12.3 or such
                  other
                  address as notified in writing by such Party to the other
                  Party.

              


      

       

      
        	 	
                12.3

              	
                Addresses.

              


      

      


      
        	
                If
                  to Discus: 

              	
                If
                  to Access:

              
	
                Discus
                  Dental, Inc. 

              	
                2600
                  Stemmons Freeway

              
	
                8550
                  Higuera Street

              	
                Suite
                  176

              
	
                Culver
                  City, CA 90232 

              	
                Dallas,
                  Texas 75207-2 107

              
	
                Attention:
                  President 

              	
                Attention:
                  President

              
	
                Facsimile
                  No.: (310) 845-1513 

              	
                Facsimile
                  No.: (214) 905-5101

              
	 	 
	
                With
                  a copy to: 

              	
                With
                  a copy to:

              
	
                C.N.
                  Franklin Reddick, Esq. 

              	
                John
                  J. Concannon, Esq.

              
	
                Akin
                  Gump Strauss Hauer & Feld LLP 

              	
                Bingham
                  McCutchen LLP

              
	
                2029
                  Century Park East 

              	
                15
                  Federal Street

              
	
                Suite
                  2400 

              	
                Boston,
                  MA 02110

              
	
                Los
                  Angeles, CA 90067 

              	
                Facsimile
                  No.: 617-951-8736

              
	
                Facsimile
                  No. 3l0~229-100l

              	 


      

      


       

      	13.  	
              GENERAL

            


      


      
        	 	
                13.1

              	
                Governing
                  Law.
                  This Agreement shall be construed in accordance with and governed
                  by the
                  law of the State of Texas, without giving effect to its conflict
                  of laws
                  provisions, and to the exclusion of the provisions of the United
                  Nations
                  Convention on Contracts for the International Sale of
                  Goods.

              


      

      


      
        	 	
                13.2

              	
                Assignment.
                  This Agreement shall not be assignable or transferable by either
                  Party
                  without the prior written consent of the other Party (which consent
                  shall
                  not be unreasonably withheld); provided that either Party may assign
                  this
                  Agreement and its rights and obligations hereunder without the
                  other
                  Party’s consent in connection with the transfer or sale of all or
                  substantially all of the business of such party to which this Agreement
                  relates (or, if applicable, the business unit or division of such
                  Party
                  primarily responsible for performance under this Agreement) to
                  another
                  party, whether by merger, sale of stock, sale of assets or otherwise.
                  The
                  rights and obligations of the parties under this Agreement shall
                  be
                  binding upon and inure to the benefit of the successors and permitted
                  assigns of the parties. Any attempted assignment in violation of
                  this
                  Section 13.2 shall be null and void, without any force or
                  effect.

              


      

      


      
        	 	
                13.3

              	
                Entire
                  Agreement.
                  This Agreement and all Exhibits attached hereto (as the same may
                  be
                  amended from time to time by the written agreement of the Parties)
                  constitute the entire agreement between the Parties with respect
                  to the
                  subject matter hereof and supersedes all other documents, agreements,
                  verbal consents, arrangements and understandings between the Parties
                  with
                  respect to the subject matter hereof. This Agreement shall not
                  be amended
                  orally, but only by an agreement in writing, signed by both Parties
                  that
                  states that it is an amendment to this
                  Agreement.

              


      

      


      
        	 	
                13.4

              	
                Severability.
                  If
                  any term of this Agreement shall be found to be invalid, illegal
                  or
                  unenforceable, it is the intention of the parties that the remainder
                  of
                  this Agreement shall not be affected thereby; provided that
                  neither Party”: rights under this Agreement are materially adversely
                  affected. It is further the intention of the parties that in lieu
                  of each
                  such provision which is invalid, illegal or unenforceable, there
                  be
                  substituted or added as part of this Agreement a provision which
                  shall be
                  as similar as possible in the economic and business objectives
                  intended by
                  the Parties to such invalid, illegal or unenforceable provision,
                  but which
                  shall be valid, legal and enforceable. In the event that either
                  Party’s
                  rights are materially adversely affected as a result of a change
                  in this
                  Agreement as contemplated by this Section. Such Party may terminate
                  this
                  Agreement by notice in writing to the other Party given no later
                  than
                  sixty (60) days after such change.

              


      

      


      
        	 	
                13.5

              	
                Independent
                  Contractor.
                  Each Party shall act as an independent contractor and neither Party
                  shall
                  have any authority to represent or bind the other Party in any
                  way.

              


      

      


      
        	 	
                13.6

              	
                No
                  Waiver.
                  Any waiver by one Party of any right of such Party or obligation
                  of the
                  other Party must be in writing and shall not operate as a waiver
                  of any
                  subsequent right or obligation.

              


      

      


      
        	 	
                13.7

              	
                Counterparts.
                  This Agreement may be executed in two or more counterparts (including,
                  without limitation, by facsimile transmission), each of which when
                  so
                  executed and delivered shall be an original, but all of which together
                  shall constitute one and the same
                  instrument.

              


      

      


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

      

        
          	
                  DISCUS
                    DENTAL, INC.

                	
                  ACCESS
                    PHARMACEUTICALS, INC.

                
	 	 
	
                  By:
                    /s/ Ken Rosenblood 

                	
                  By:
                    /s/ Kerry P. Gray

                
	
                  Name: Ken
                    Rosenblood 

                  Title: COO

                	
                  Name: Kerry
                    Gray

                  Title: President
                    & CEO

                


        

      

      


      


      


      EXHIBIT
        A

      Products

      


      Aphthasol®
        is an approved prescription pharmaceutical product comprising 5% amlexanox
        as
        the active ingredient in a mucoadhesive, hydrophobic paste vehicle. The vehicle
        consists of benzyl alcohol, gelatin, glyceryl monostearate, mineral oil,
        pectin,
        petrolatum, and sodium carboxymethylcellulose. This product is approved by
        the
        FDA (NDA2O-5 11) for the treatment of aphthous ulcers in people with normal
        immune systems. The approved product is currently supplied in 5 gram glaminate
        tubes. 

      


      OraDiscTM
        A is an approved prescription pharmaceutical product comprising 2mg amlexanox
        as
        the active ingredient in an erodible mucoadhesive half-inch diameter disc.
        The
        product is manufactured as three laminated layers; a mucoadhesive layer,
        which
        contains the active ingredient plus mucoadhesive and film-forming polymers,
        a
        formulated pre-formed film layer, and third layer comprising a blend of
        hydrophilic and hydrophobic polymers to control erosion rate. OraDiscTMA (NDA
        21-727) is indicated for the treatment of aphthous ulcers in adults and
        adolescentsl2 years of age and older.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      Methods
        of Analysis


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      Specifications


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

      PRICES

      


      ORADISC
        A: DISCUS guaranteed a per unit price of $1.00 for 20 discs and packaging
        (finished goods) with reasonable package design and layout approval rights
        held
        by DISCUS.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      LICENSE
        PAYMENTS

       

       

       

      
        	
                Upon
                  Launch of OraDisc A 

              	
                $750,000
                  Payment 

              
	
                Milestones:

              	 
	
                $10
                  Million in Net Sales of OraDisc A in a particular calendar
                  year

              	
                $500,000
                  Payment

              
	
                $15
                  Million in Net Sales of OraDisc A in a particular calendar
                  year

              	
                $750,000
                  Payment

              
	
                $20
                  Million in Net Sales of OraDisc A in a particular calendar
                  year

              	
                $1,000,000
                  Payment 

              
	
                $30
                  Million in Net Sales of OraDisc A in a particular calendar year
                  

              	
                $2,000,000
                  Payment

              
	
                $50
                  Million in Net Sales of OraDisc A in a particular calendar
                  year

              	
                $2,000,000
                  Payment

              
	
                $25
                  Million in aggregate Net Sales of OraDisc A during the Term of
                  this
                  Agreement, commencing as of the Effective Date

              	
                $2,000,000
                  Payment 

              


      

      


      


      Notwithstanding
        the foregoing, the parties agree that DISCUS shall not be obligated to pay
        more
        than one milestone payment in a single Contract Year. In the event that more
        than one of the foregoing milestone payments is payable by DISCUS during
        a
        single Contract Year of the term of this agreement, such milestone payment(s)
        will be deferred to the anniversary of the previous milestone payment and
        such
        twelve month deferral shall apply similarly for any additional milestone
        payments; provided that in the event of a termination of this agreement all
        milestone payments that have been earned shall remain payable.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

      Royalties

       

       

      	A.  	
              Royalties
                for prescription OraDisc A.

            


      


      	·  	
              15%
                of Net Sales of OraDisc A

            


      


      	B.  	
              Royalties
                for OraDisc A sold Over-the-Counter.

            


      


      	·  	
              7%
                of Net Sales of OraDisc A

            


      


      	C.  	
              Royalties
                for Aphthasol.

            


       

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

            


       

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

            


       

      	·  	
              After
                expiration or invalidation of U.S. Patent No. 5,362,737: No royalty
                on
                Aphthasol

            


       

      	D.  	
              Upfront
                Royalties.

            


       

      	·  	
              Within
                thirty (30) days after the Effective Date, DISCUS shall pay to ACCESS
                an
                upfront royalty in the amount of $500,000. Such amount shall be applied
                as
                a credit against accrued Royalties until the entire $500,000 is
                recouped.

            


      


      	·  	
              Within
                thirty (30) days after Launch, DISCUS shall pay to ACCESS an upfront
                royalty in the amount of $500,000. Such amount shall be applied as
                a
                credit against accrued Royalties until the entire $500,000 is
                recouped.

            


      


      	·  	
              In
                the event of termination of this Agreement prior to full recoupment
                by
                DISCUS of either of the foregoing upfront royalty payments, the unapplied
                remainder of such upfront royalty payments will be refunded to DISCUS
                within thirty (30) days after the effective date of
                termination.

            


       

      	E.  	
              Royalties
                for Products other than Apthasol and OraDisc
                A.

            


       

      	·  	
              Subject
                to negotiation, but no more than an amount consistent with rates
                on the
                existing products.

            


       

      	F.  	
              Equity
                Investment.

            


      


      Within
        thirty (30) days after Launch, DISCUS shall make an equity investment in
        ACCESS
        of $750,000 (at then-current market value) on terms and conditions to be
        mutually agreed upon by DISCUS and ACCESS, provided, that the parties agree
        that
        such terms will provide for demand registration rights for any equity issued
        in
        connection with such investment and customary minority shareholder
        protections.