Exhibit 10.26


    

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      5%
        AMLEXANOX PASTE

      


      LICENSING
        AGREEMENT

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      08/11/98


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                TABLE
                  OF CONTENTS

              
	
                ARTICLE

              	
                PAGE
                  NO

              
	
                1. Definitions

              	
                1-5

              
	
                2. Grant
                  of License

              	
                6

              
	
                3. Technology
                  & Know-how, Transfer & Research

              	
                7-8

              
	
                4. Strakan
                  Development & Diligence

              	
                8-9

              
	
                5. Patent
                  Rights

              	
                10

              
	
                6. Royalties
                  & Milestone Payments

              	
                11-13

              
	
                7. Manufacturing
                  & Strakan's Gross Margin

              	
                14

              
	
                8. Regulatory
                  Responsibilities

              	
                14-17

              
	
                9. Minimum
                  Sales Obligations

              	
                18-19

              
	
                10. Confidentiality

              	
                19-21

              
	
                11. Third
                  Party Infringement Claims

              	
                22-23

              
	
                12. Patent
                  Enforcement & Litigation

              	
                23-26

              
	
                13. U.S.
                  Export Control & Government Licenses

              	
                26

              
	
                14. Product
                  Liability & Indemnification

              	
                27-28

              
	
                15. Warranties
                  & Representations

              	
                28-29

              
	
                16. Term
                  & Termination

              	
                30-34

              
	
                17. Force
                  Majeure

              	
                34-35

              
	
                18. Notices35-36

              	
                37-38

              
	
                19. Dispute
                  Resolution

              	
                38-39

              
	
                20. Assignment

              	
                39-41

              
	
                21. Miscellaneous
                  Provisions

              	
                41

              
	
                22. Signature
                  Page

              	 
	
                Appendix
                  A-Binding Letter of Intent

                Appendix
                  B-Patents

                Appendix
                  C-Markets

                Appendix
                  D-Clinical Trials Insurance

                Appendix
                  E-Block License Agreement

              


      

      


      


      


      


      08/11/98


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      5%
        AMLEXANOX PASTE LICENSE AGREEMENT

      


      THIS
        license agreement (hereinafter "LICENSE") dated as of August 13, 1998 is
        made
        between Access
        Pharmaceuticals, Inc. (hereinafter "ACCESS");
        a
        corporation duly formed and existing under the laws of the State of Delaware,
        having a place of business at 2600 Stemmons Freeway, Suite 176, Dallas, TX
        75207-2107; and Strakan Ltd. (hereinafter "STRAKAN"); a company duly formed
        and
        existing under the laws of England and Wales (Registered No. 3504711) whose
        registered office is at 45 Queen Anne Street, London W1M 9FA, England, United
        Kingdom: 

      


      WITNESSETH:

      


      WHEREAS,
        ACCESS has certain rights in and to a topical product containing DRUG SUBSTANCE,
        for the FIELD for certain world-wide markets excluding the United States,
        Japan
        and Israel pursuant to the BLOCK LICENSE AGREEMENT; and

      


      WHEREAS,
        ACCESS wishes the topical product containing the DRUG SUBSTANCE for the FIELD
        to
        be sold in such countries upon regulatory approval for their commercialization;
        and

      


      WHEREAS,
        the PARTIES agree that their objectives with respect to the PRODUCT, as
        aforesaid, can best be realized through the appointment of STRAKAN as ACCESS'
        exclusive licensee for the PRODUCT in the TERRITORY; and

      


      WHEREAS,
        ACCESS is willing to grant said license to STRAKAN; and

      


      WHEREAS,
        the terms of the BINDING LETTER OF INTENT are superseded by this
        LICENSE.

      


      NOW,
        THEREFORE, ACCESS and STRAKAN, in consideration of the mutual covenants
        contained herein, the sufficiency thereof is accepted and acknowledged, agree
        as
        follows:

      


      08/11/98

      


      ARTICLE
        1 - DEFINITIONS

      


      When
        used
        in this LICENSE, the following terms shall have the meanings set out below,
        unless the context requires otherwise. The singular shall be interpreted
        as
        including the plural and vice versa, unless the context clearly indicates
        otherwise.

      


      	1.1  	
              "AFFILIATE"
                means :

            


      	a)  	
              any
                corporation, firm, partnership or other entity which directly or
                indirectly owns, is owned by or is under common ownership with a
                PARTY, to
                the extent of at least fifty percent (50%) of the equity (or such
                lesser
                percentage which is the maximum allowed to be owned of a foreign
                corporation in a particular jurisdiction) having the power to vote
                on or
                direct the affairs of the entity, or

            


      	b)  	
              any
                person, firm, partnership, corporation or other entity actually CONTROLLED
                by, CONTROLLING or under common CONTROL with a
                PARTY.

            


      


      	1.2  	
              "APPROVAL"
                means final approval by a REGULATORY AUTHORITY in any country where
                applicable in the TERRITORY, for commercial marketing of the PRODUCT,
                as
                the case may be, including for example approval of final labeling
                and
                price reimbursement approval.

            


      


      	1.3  	
              "BINDING
                LETTER OF INTENT" means the Amlexanox Letter of Intent signed by
                both
                PARTIES expressing their intent for this LICENSE, effective January
                7,
                1998, a copy of which is provided as Appendix
                A.

            


      


      	1.4  	
              "BLOCK
                LICENSE AGREEMENT" means the agreement between ACCESS and the PRODUCT
                OWNER dated March 5, 1998, a redacted copy of which is provided in
                Appendix E.

            


      


       

      	1.5  	
              "CONFIDENTIAL
                INFORMATION" means any information of either PARTY regarding DRUG
                SUBSTANCE, TECHNOLOGY, PATENTS, PRODUCT, financial terms of this
                LICENSE,
                and business development plans for the PRODUCT, but does not include
                information excluded under Article 10.2.

            


      


      	1.6  	
              "CONTROL",
                "CONTROLLING" or "CONTROLLED" shall mean, in the case of a corporation,
                ownership or control, directly or indirectly, of more than fifty
                percent
                (50%) of the shares of stock entitled to vote for the election of
                directors and, in the case of an entity other than a corporation,
                ownership or control, directly or indirectly, of more than 50% of
                the
                assets or the ability to direct the management and affairs of such
                entity.

            


      


      	1.7  	
              "DRUG
                SUBSTANCE" shall mean amlexanox (2-amino-7-isopropyl-5-oxo-5H-[1]
                benzopyrano-{2,3-b}- 3-carboxylic acid. 

            


      


      	1.8  	
              "EFFECTIVE
                DATE" means the date first written above.

            


      


      	1.9  	
              "EUROPEAN
                COMMUNITY APPROVAL" shall mean regulatory approval for the PRODUCT
                in the
                European Community Countries (EC) listed in Appendix C under the
                Mutual
                Recognition Procedure. 

            


      


      	1.10  	
              "FDA"
                means the United States Food and Drug Administration or any successor
                US
                governmental agency performing similar
                functions.

            


      


      	1.11  	
              "FIELD"
                shall mean the treatment of aphthous ulcers for human
                use.

            


      


      


      	1.12  	
              "KNOW
                HOW" means all factual knowledge and proprietary information pertaining
                to
                the DRUG SUBSTANCE and the PRODUCT and its which is of a nature held
                in
                the pharmaceutical industry as trade secrets or otherwise as confidential
                information, including without limitation formulation, pharmacological,
                preclinical, clinical, chemical, biochemical, toxicological and
                pharmacokinetics information whether or not capable of precise separate
                description and certain manufacturing, business, financial, formulation
                and scientific research data or
                information.

            


      


      	1.13  	
              "MARKET
                EXCLUSIVITY" means no other product in the market with the same DRUG
                SUBSTANCE in the same concentration as the PRODUCT, either generic
                or
                branded.

            


      


      	1.14  	
              "NET
                SALES" shall mean the gross proceeds from sales of the PRODUCT by
                STRAKAN
                or its AFFILIATES
                and any sublicensees to unaffiliated THIRD PARTIES less:
                

            


      


      	a)  	
              allowances
                for returns, chargebacks, product discounts actually given to customers,
                recalls and customary trade allowances, in each case as such are
                related
                to the PRODUCT, excluding settlement
                discounts;

            


      	b)  	
              any
                sales tax, value added tax, goods and services tax or other similar
                taxes
                that may be imposed on the sale of the PRODUCT, which taxes are included
                in the gross sales revenues;

            


      	c)  	
              drug
                rebates mandated by government agencies in any one country of the
                TERRITORY.

            


      


      	1.15  	
              "PARTY
                or PARTIES" shall mean either ACCESS or STRAKAN, or collectively
                ACCESS
                and STRAKAN.

            


       

      	1.16  	
              "PATENT
                or PATENTS" means the Patents licensed and/or patent applications
                applied
                for as listed in Appendix B attached hereto. Appendix B shall be
                updated
                from time to time, at STRAKAN's request, but not more frequently
                than once
                yearly, unless required to provide information to compute the payments
                due
                under this LICENSE.

            


      


      	1.17  	
              "PRODUCT"
                means 5% DRUG SUBSTANCE paste for human use developed pursuant to
                the
                terms of this LICENSE utilizing the PATENTS, TECHNOLOGY or KNOW-HOW
                including: any new improvements, dosage forms, formulations or line
                extensions to the PRODUCT in the FIELD including but not limited
                to
                Pharmacy and over the counter (OTC) strengths of DRUG SUBSTANCE in
                the
                FIELD.

            


      


      	1.18  	
              "PRODUCT
                OWNER" means Block Drug Company, Inc of 257 Cornelison Avenue, Jersey
                City, New Jersey 07302, USA.

            


      


      	1.19  	
              "REGULATORY
                AUTHORITY" means the agency corresponding to the FDA in each country
                of
                the TERRITORY.

            


      


      	1.20  	
              "TECHNOLOGY"
                shall mean technology licensed to ACCESS relating to pharmaceutical
                vehicles incorporating the DRUG
                SUBSTANCE.

            


      


      	1.21  	
              "TERRITORY"
                means United Kingdom and the Republic of
                Ireland.

            


      


      	1.22  	
              "THIRD
                PARTY or PARTIES" means anyone, other than STRAKAN, ACCESS, and their
                AFFILIATES. Thus THIRD PARTY includes, without limitation, physicians,
                hospitals, clinics, hospice facilities, patients, STRAKAN sub-licensees
                and distributors.

            


      


      


      


       

      


      


      ARTICLE
        2 - GRANT OF LICENSE

      


      	2.1  	
              Grant
                of Licenses
                -
                ACCESS hereby grants to STRAKAN, and STRAKAN hereby accepts an exclusive
                license to use the ACCESS KNOW-HOW and the TECHNOLOGY to make, have
                made,
                use, develop, modify, market, sell and have sold PRODUCT in the TERRITORY
                in the FIELD, and an exclusive sub-license under the PATENTS to make,
                have
                made, use, develop, modify, market, sell and have sold PRODUCT in
                the
                TERRITORY in the FIELD. These licenses shall be fully exclusive,
                to the
                exclusion of ACCESS and its AFFILIATES. The rights granted hereunder,
                however, are subject to the rights granted to ACCESS by the PRODUCT
                OWNER
                under the BLOCK LICENSE AGREEMENT.

            


      


      	2.2  	
              Sublicensing
                -
                The exclusive license under Article 2.1 to STRAKAN includes the right
                to
                sublicense the rights to the PRODUCT in the Republic of Ireland,
                including
                the right to enter into distributor contracts or co-promotion agreements
                in that country subject to the terms of the BLOCK LICENSING AGREEMENT,
                ACCESS approval will not be unreasonably withheld. STRAKAN shall
                be free
                to sub-license the exclusive rights granted under Article 2.1 to
                its
                AFFILIATES subject to the terms of the BLOCK LICENSE AGREEMENT, ACCESS
                approval not to be unreasonably withheld or delayed. If a STRAKAN
                sublicensee or AFFILIATE behaves in a manner which places STRAKAN
                in
                breach of the terms of the LICENSE, then STRAKAN and ACCESS shall
                discuss
                the best approach to settle these issues using their commercially
                reasonable efforts. All such sublicenses shall be in writing and
                copies of
                such sub-licenses will be provided to ACCESS promptly on
                execution.

            


      


      


      


      


      


      


      


      ARTICLE
        3 - TECHNOLOGY AND KNOW-HOW TRANSFER AND RESEARCH

      


      	3.1  	
              TECHNOLOGY
                and ACCESS KNOW-HOW Transfer
                -
                ACCESS shall disclose such TECHNOLOGY and the ACCESS KNOW-HOW as
                it exists
                and as is in the possession of ACCESS at the EFFECTIVE DATE and thereafter
                as it comes into the possession of ACCESS from time to time to STRAKAN,
                regarding PRODUCT in the FIELD under the provisions of this LICENSE.
                All
                TECHNOLOGY, ACCESS KNOW-HOW and any STRAKAN KNOW-HOW hereto disclosed
                by
                either PARTY to the other regarding PRODUCT (regardless of field
                of use)
                shall be deemed to have been disclosed pursuant to this LICENSE and
                shall
                be subject to the provisions of this LICENSE (including, but not
                limited
                to, Article 10 hereof). TECHNOLOGY transfer may be carried out by
                oral
                (subject to subsequent confirmation written or by electronic means).
                If
                STRAKAN desires that any sublicensee participate or receive PRODUCT,
                STRAKAN shall be responsible for any required governmental export
                license.

            


      


      	3.2  	
              Restricted
                Information -Neither
                PARTY shall be obligated to disclose to the other PARTY any information
                that it is contractually or legally prohibited from disclosing to
                the
                other PARTY. In the event such restriction applies, the affected
                PARTY
                will notify the other PARTY, and the PARTIES will use their good
                faith
                efforts, including obtaining necessary consents or permits, to accomplish
                disclosure of such information by consent or lawful
                means.

            


      


      	3.3  	
              ACCESS'
                assistance to STRAKAN-
                After submission of an application for APPROVAL in a country of the
                TERRITORY or in relation to an application for EUROPEAN COMMUNITY
                APPROVAL, STRAKAN may ask for expertise to answer questions from
                the
                REGULATORY AUTHORITY or any other regulatory authority in relation
                to an
                application for EUROPEAN COMMUNITY APPROVAL. If reasonably possible,
                ACCESS shall procure the necessary information, assist STRAKAN in
                contacting and meeting with the PRODUCT OWNER and/or DRUG SUBSTANCE
                manufacturer and shall provide such reasonable assistance, at no
                cost to
                STRAKAN. In the event that such assistance from ACCESS to answer
                requests
                will require unexpected amounts of time, resources and effort by
                ACCESS
                over and above that anticipated to obtain APPROVAL and for EUROPEAN
                COMMUNITY APPROVAL, then the PARTIES shall agree upon the cost to
                be paid
                by STRAKAN to ACCESS to expend such time, resources and efforts prior
                to
                the commencement thereof.

            


       

      
        	
                3.4

              	
                Future
                  Research
                  -Upon the EFFECTIVE DATE, STRAKAN agrees that any research conducted
                  by
                  ACCESS on PRODUCT at STRAKAN's written request shall be paid by
                  STRAKAN.
                  Any resulting patents shall be treated in accord with Article
                  5.1.

              


      

      


      ARTICLE
        4 - STRAKAN DEVELOPMENT AND DILIGENCE

      


      	4.1  	
              Development
                and Marketing Efforts for PRODUCT
                -
                STRAKAN will subject to Articles 3.1 and 3.2, undertake at its own
                cost,
                the timely performance of all necessary stability work, regulatory
                actions
                and filings necessary to obtain APPROVAL and EUROPEAN COMMUNITY
                APPROVAL.

            


      


      STRAKAN
        will promptly notify ACCESS of the filings of all applications for APPROVAL
        and
        EUROPEAN COMMUNITY APPROVAL under Article 4.1. 

      


      	4.2  	
              Regulatory
                Progress Reports
                -
                STRAKAN will provide ACCESS with quarterly progress reports (reports
                to be
                verbal with two written biannual reports per year) of its registration
                activity, including submission(s) and grant(s) for APPROVAL and EUROPEAN
                COMMUNITY APPROVAL.

            


       

      	4.3  	
              Clinical
                Studies-STRAKAN
                shall carry out such further studies of the PRODUCT as it deems necessary
                or advisable to commercialize the PRODUCT in the TERRITORY subject
                to
                approval of ACCESS and the PRODUCT OWNER. ACCESS approval not to
                be
                unreasonably withheld or delayed. STRAKAN and ACCESS shall use good
                faith
                efforts to cooperate with respect to any issues that concern the
                commercialization of the PRODUCT under this
                LICENSE.

            


      


      
        	
                    4.4

              	
                STRAKAN's
                  Responsibility-STRAKAN,
                  after discussion with ACCESS, shall be responsible for the planning,
                  design and execution of the regulatory strategy and commercialization
                  of
                  the PRODUCT for the TERRITORY after the EFFECTIVE DATE.
                  

              


      

      


      	4.5  	
              Marketing
                Obligations
                -
                Following the grant of APPROVAL for the PRODUCT in a country of the
                TERRITORY, STRAKAN and its sublicensees will launch the PRODUCT in
                such
                country within six (6) months. STRAKAN and its sub-licensees shall
                use
                reasonable commercial efforts to promote the commercialization and
                sales
                of PRODUCT in such country, subject to compliance with all applicable
                laws
                and regulations to promote and market the PRODUCT. STRAKAN and its
                sublicensees shall maintain a competent marketing and sales organization
                including permitted sub-distributors for this
                purpose.

            


      


      	4.6  	
              STRAKAN's
                Trademarks-STRAKAN
                shall choose and own all trademarks and trade names, which are specific
                to
                the PRODUCT in the TERRITORY during the term of this LICENSE and
                after its
                expiration or termination STRAKAN shall apply for and maintain such
                trademarks at its own cost.

            


      


      	4.7  	
              Restriction
                of Sales
                -
                STRAKAN will not, for the duration of this exclusive period of the
                

            


      LICENSE,
        manufacture, market, sell or distribute a competing product to the PRODUCT
        in
        the TERRITORY. 

      


      


      


      ARTICLE
        5 - PATENT RIGHTS

      


      	5.1  	
              Filing,
                Prosecution and Maintenance of PATENTS
                -
                ACCESS has the responsibility to see that PATENTS are filed and prosecuted
                for the PRODUCT and for maintaining the PATENTS in the TERRITORY.
                STRAKAN
                agrees to reasonably cooperate with ACCESS and the PRODUCT OWNER
                in the
                prosecution of the PATENT applications relating to the PRODUCT. ACCESS
                shall use good faith efforts to ensure that PATENTS are prosecuted,
                issued
                and maintained in the TERRITORY. In the event ACCESS elects not to
                file
                and prosecute or to abandon or not to maintain any PATENT, ACCESS
                shall so
                advise STRAKAN in writing and STRAKAN shall have the right at its
                sole
                cost to maintain such PATENT in part or in full by giving a pre-written
                notice to ACCESS.

            


      


      Except
        as
        provided in Section 5.1, ACCESS confirms that present and subsequent PATENT
        costs associated with the PATENTS in the TERRITORY have been and will be
        funded.


      


      Any
        new
        or improved TECHNOLOGY or KNOW-HOW (and any subsequently filed PATENT
        applications or PATENTS covering any such invention or improvement) resulting
        from the efforts of ACCESS or the PRODUCT OWNER, or from the joint efforts
        of
        ACCESS and STRAKAN, shall be the exclusive property of ACCESS and PRODUCT
        OWNER
        to the extent permitted by applicable law. 

      


      	5.2  	
              PATENT
                Notices
                -
                ACCESS shall advise STRAKAN of the grant, extension, restoration,
                nullification, revocation, or invalidation of any of the PATENTS
                at the
                annual update of Appendix B.

            


      


      


      


      


      


      ARTICLE
        6 - ROYALTIES AND MILESTONE PAYMENTS

      


      	6.1  	
              Royalties-
                STRAKAN
                will
                pay ACCESS
                a
                royalty of Ten Percent (10%) of NET SALES in each country of the
                TERRITORY
                where there is PATENT protection for the life of the PATENT or where
                there
                is MARKET EXCLUSIVITY for the period of such MARKET EXCLUSIVITY and
                four
                percent (4%) of NET SALES in each country of the TERRITORY if there
                is no
                PATENT protection or MARKET EXCLUSIVITY.

            


      


      These
        payments are to be made in accord with Article 6.2.

      


          6.2
         Quarterly
        Royalty Reports and Payments
        -
        STRAKAN shall pay all sums due under

      Article
        6.1 in United States Dollars. The NET SALES for each country of the TERRITORY
        shall be converted into United States Dollars at the relevant U.S. Dollar
        spot
        exchange rate in the London Financial Times at the end of the calendar quarter.
        Within sixty (60) days after the close of each calendar quarter, STRAKAN
        shall
        submit a written report on the NET SALES for the TERRITORY in sufficient
        detail
        to enable a calculation of the royalty due in accord with Article 6.1 and
        payment of the royalty (if any) due shall be made by wire transfer to a bank
        account designated in writing by ACCESS. Prior to commercialization STRAKAN
        shall provide one written biannual report and quarterly oral reports from
        the
        EFFECTIVE DATE at the close of each calendar quarter. Once commercialization
        has
        begun, then STRAKAN must provide quarterly written reports as soon as reasonably
        possible after the close of each calendar quarter, providing an estimate
        of the
        NET SALES prior to the royalty payment report.

      


          6.3 Books
        of Account
        -
        STRAKAN and its sub-licensees shall maintain true and complete books of account
        containing an accurate record of all data necessary for the proper computation
        of royalty payments due under this LICENSE. Such records shall be maintained
        for
        at least five (5) years after the date of the pertinent royalty
        payment. 

      


      


      


      	6.4  	
              Audit
                Right
                -
                ACCESS shall have the right, either through a certified public accountant
                employed by ACCESS
                or
                through a firm of independent public accountants to whom STRAKAN
                has no reasonable objection, to examine the books of account of
                STRAKAN
                at
                reasonable times and upon reasonable advance notice (but not more
                than
                once in each calendar year) for the purpose of verifying the correctness
                of any report concerning payment of royalties, manufacturing costs
                for
                gross margin verification in relation to Article 7.2 or milestone
                payments
                under Article 6. Such examination shall be made during normal business
                hours at the place of business of STRAKAN.
                The information furnished as a result of any such examination shall
                be
                maintained in confidence on the terms specified in Article 10. The
                fees
                and expenses of such an audit shall be borne by ACCESS.
                If any such audit shows any underpayment or overcharge, a correcting
                payment or refund shall be made within thirty (30) days of STRAKAN’s
                receipt of the auditors’ statement. If such error is material (meaning
                +5%),
                then if STRAKAN
                owes ACCESS
                from
                such material error, STRAKAN
                shall pay to ACCESS the amount due plus interest of eighteen per
                cent
                (18%) and reasonable accounting fees with respect to such audit.
                Should
                STRAKAN
                fail to make any correcting payment within sixty (60) days from receipt
                of
                the auditors’ statement, then ACCESS
                shall have the right to terminate this LICENSE under Article
                16.5.

            


      


      	6.5  	
              Withholding
                Tax Payments
                -
                If any taxes for ACCESS’ account, withholding or otherwise, are levied by
                any taxing authority in the TERRITORY in connection with the receipt
                by
                ACCESS of any amounts payable under Article 6 of this LICENSE according
                to
                any tax treaty or agreement between the United States and a country
                in the
                TERRITORY, then STRAKAN shall have the right to pay such taxes to
                the
                local tax authorities and the payment to ACCESS of the net amount
                due
                after reduction by the amount of such taxes, and shall provide ACCESS:
                

            


      


      	(i)  	
              evidence
                of payment of such taxes

            


      	(ii)  	
              indication
                of the amount of such tax paid, and

            


      


      


      	(iii)  	
              indication
                of the country in the TERRITORY and the authority to whom it was
                paid.

            


      


      However,
        if ACCESS still requires further information, STRAKAN shall promptly provide
        that information, if such information is reasonably available.

      


      
        	
                6.6

              	
                Late
                  Payments-Any
                  payments due under Article 6.1 and/or Article 6.7 not remitted
                  or
                  deposited by the due date shall bear interest at the current prime
                  rate
                  plus two percent (2%) established by a leading New York Bank, such
                  as
                  Citibank, as published in the Wall Street Journal. Should STRAKAN
                  fail to
                  make any payment within (90) days from its due date, then ACCESS
                  shall
                  have the right to terminate this LICENSE under Article 16.5 upon
                  fifteen
                  (15) working days written notice to STRAKAN to allow
                  cure.

              


      

      


      
        	
                6.7

              	
                Milestone
                  Payments-STRAKAN
                  will pay ACCESS milestone payments totaling Three Hundred Thousand
                  United
                  States Dollars ($300,000) for sales of PRODUCT by STRAKAN or its
                  sub-licensee in the TERRITORY in three (3) installments as
                  follows:

              


      

      


      	a)  	
              $100,000
                US payment on cumulative sales of one (1) million UK
                pounds

            


      	b)  	
              $100,000
                US payments on cumulative sales of five (5) million UK
                pounds

            


      	c)  	
              $100,000
                US payment on cumulative sales of ten (10) million UK
                pounds

            


      


      
        	
                6.8

              	
                Sub-license
                  Agreements-STRAKAN
                  shall promptly provide ACCESS with copies of all sublicense agreements
                  and
                  all amendments thereto.

              


      

      


      


      


      


      


      


      


      


      ARTICLE
        7-MANUFACTURING AND STRAKAN'S GROSS MARGIN

      


      	7.1  	
              Manufacturing-STRAKAN
                will be allowed to locally manufacture the PRODUCT in the TERRITORY
                either
                directly, or through a THIRD PARTY contract manufacturer. The active
                DRUG
                SUBSTANCE shall be sourced from Takeda Chemical Industries Ltd, Osaka,
                Japan for ten (10) years from the date of the first commercial sale
                of the
                respective compound's corresponding preparation in the respective
                country
                of the TERRITORY under the terms of the BLOCK LICENSE AGREEMENT and
                Supply
                Agreement between the PRODUCT OWNER and Takeda Chemical Industries,
                Ltd.,
                dated November 12, 1987. 

            


      


      	7.2  	
              STRAKAN's
                Gross Margin-Based
                on STRAKAN's ex-manufacturing selling price of $8.16, (5.10 UK pounds
                based at an exchange rate of $1.60 to one UK pound), ACCESS will
                guarantee
                STRAKAN a gross margin of sixty five (65) per cent, (gross margin
                defined
                as ex-manufacturing selling price less material cost of active DRUG
                SUBSTANCE, orabase vehicle, tubes, packaging, cost of manufacturing
                and
                royalty). If this margin cannot be achieved, STRAKAN can only terminate
                the Agreement as sole remedy.

            


      


      ARTICLE
        8-REGULATORY RESPONSIBILITIES

      


      	8.1  	
              EUROPEAN
                COMMUNITY APPROVAL-STRAKAN
                shall be responsible, at its own expense (including without limitation,
                the cost of PRODUCT required in connection therewith) for obtaining
                EUROPEAN COMMUNITY APPROVAL for the PRODUCT and maintenance of APPROVAL
                in
                the TERRITORY as may be required for sale of PRODUCT. Outside the
                TERRITORY, STRAKAN will take all necessary steps upon written notice
                from
                ACCESS to transfer the relevant EUROPEAN COMMUNITY APPROVAL to
                ACCESS or ACCESS' licensing partners in respect of and following
                EUROPEAN
                COMMUNITY APPROVAL in a particular European Community country
                

            


      


      


      listed
        in
        Appendix C. Notwithstanding the above, STRAKAN will not be responsible for
        obtaining price and/or reimbursement approval outside the TERRITORY.
        Accordingly, STRAKAN shall diligently prepare from the FDA dossier provided
        by
        ACCESS and submit an application for EUROPEAN COMMUNITY APPROVAL, following
        the
        grant of APPROVAL in the United Kingdom. Upon request, STRAKAN shall provide
        ACCESS with a copy of the formatted EUROPEAN COMMUNITY APPROVAL dossier and
        shall notify ACCESS of the date of filing the application. STRAKAN will consult
        with ACCESS on any material requests of the regulatory authority in a particular
        European Community country listed in Appendix C that if accepted would result
        in
        the grant of EUROPEAN COMMUNITY APPROVAL in a particular European Community
        country listed in Appendix C on a different basis to that as set out in the
        application for EUROPEAN COMMUNITY APPROVAL. STRAKAN shall pay any application
        fee levied in respect of the EUROPEAN COMMUNITY APPROVAL. Outside the TERRITORY,
        ACCESS' licensees will have the right to access the EUROPEAN COMMUNITY APPROVAL
        dossier for registration purposes from STRAKAN at the licensee's expense.
        STRAKAN will be reimbursed by ACCESS' licensees for all reasonable costs
        involved in transferring the EUROPEAN COMMUNITY APPROVAL dossier. For the
        avoidance of doubt, STRAKAN shall not be deemed to be in breach of its
        obligations above in the event that during the Mutual Recognition Procedure
        to
        obtain EUROPEAN COMMUNITY APPROVAL a particular European Community Country
        listed in Appendix C refuses to grant such approval on health, safety, efficacy
        or other grounds beyond STRAKAN's control or ability to remedy.

      


      
        	
                    8.2
                  

              	
                EUROPEAN
                  COMMUNITY APPROVAL Date
                  -
                  STRAKAN shall notify ACCESS forthwith of the date upon which EUROPEAN
                  COMMUNITY APPROVAL is granted within each European Community country
                  listed in Appendix C. 

              


      

      


      


      


      


      


      	8.3  	
              Clinical
                Investigations-STRAKAN
                agrees that it will not undertake any clinical or other investigations
                with respect to PRODUCT without the prior written approval of ACCESS
                and
                the PRODUCT OWNER, ACCESS approval not to be unreasonably withheld
                or
                delayed. 

            


      


      	8.4  	
              PRODUCT
                Information and Labeling-STRAKAN
                and ACCESS agree to consult from time to time on the need for changes
                in
                product particulars appearing in labeling of packaging and containers
                of
                PRODUCT or in the PRODUCT information supplied to end users, the
                medical
                profession or patients. STRAKAN and ACCESS agree to negotiate in
                good
                faith to their mutual benefit with respect to such changes and STRAKAN
                shall provide ACCESS in a timely fashion with copies of all correspondence
                relating to such changes passing between STRAKAN and the European
                Medicines Evaluation Agency or any relevant regulatory authority
                in a
                European Community country listed in Appendix
                C.

            


      


      	8.5  	
              Filing
                of Reports-STRAKAN
                shall file all reports that are required for the application for
                EUROPEAN
                COMMUNITY APPROVAL, including supportive stability data required
                for sale
                of PRODUCT in finished packs. ACCESS shall cooperate with STRAKAN
                and
                provide STRAKAN with any information, which ACCESS can reasonably
                obtain
                from the PRODUCT OWNER that is required for the preparation or filing
                of
                such reports.

            


      


      	8.6  	
              Adverse
                Experiences-

            


      	a)  	
              The
                Vice President, Regulatory Affairs of the PRODUCT OWNER will be the
                central contact for worldwide adverse experience ("AE") reporting.
                

            


      	b)  	
              STRAKAN
                will report to PRODUCT OWNER any information that it has knowledge
                of
                concerning any adverse experience in connection with PRODUCT in the
                TERRITORY. STRAKAN will be responsible for conducting adequate follow-up
                of AE reports, which originate in the TERRITORY. STRAKAN will agree
                on a
                mechanism for AE reporting with the PRODUCT OWNER within sixty days
                (60)
                of the EFFECTIVE DATE or the expected date of launch of the PRODUCT
                in the
                TERRITORY and agree on the timetable for forwarding AE reports for
                serious
                and non-serious AE's.

            


      


      


       

      


      	c)  	
              In
                the event a recall of the PRODUCT is necessary, STRAKAN will immediately
                notify ACCESS and PRODUCT OWNER in a manner which is appropriate
                and
                reasonable under the circumstances.

            


      


      	d)  	
              In
                the event that STRAKAN is advised by a REGULATORY AUTHORITY in any
                country
                of the TERRITORY to vary, suspend, revoke or modify the approved
                indications for PRODUCT or in some other manner change the status
                of an
                APPROVAL, STRAKAN will immediately notify ACCESS and PRODUCT OWNER
                and in
                consultation with ACCESS and PRODUCT OWNER, shall maintain the APPROVAL
                in
                such form as STRAKAN may, in its discretion, direct and, without
                prejudice
                to the generality of the foregoing, STRAKAN shall exercise such rights
                of
                appeal or judicial review as may properly be open to it. Copies of
                all
                correspondence between STRAKAN and the REGULATORY AUTHORITY relevant
                to
                such actions shall be furnished to ACCESS and PRODUCT
                OWNER forthwith and STRAKAN shall keep ACCESS and PRODUCT OWNER fully
                informed on all negotiations that may take
                place.

            


       

      


      


      


      


      


      


      


      


      


      


      


      ARTICLE
        9-MINIMUM SALES OBLIGATIONS

      


      
        	
                    9.1
                  

              	
                Minimum
                  Sales Obligations-STRAKAN
                  shall adhere to the following minimum unit volume sales obligations
                  if
                  there is PATENT protection and/or MARKET EXCLUSIVITY position on
                  the
                  PRODUCT in the TERRITORY:

              


      

      


      *Year
        1  
        50,000
        5gm tubes

      Year
        2  
        93,000
        5gm tubes

      Year
        3  134,000
        5gm tubes

      Year
        4  157,000
        5gm tubes

      Year
        5  180,000
        5gm tubes

      Years
        6-10  180,000
        5gm tubes per year

      


      *
        (the first twelve (12) months following the date of first commercial sale
        of the
        PRODUCT in the TERRITORY).

      


      	9.2  	
              Failure
                to meet Minimum Sales Obligations-If
                in any Year referred to in Article 9.1 above, STRAKAN fails to achieve
                these minimum sales obligations in any such Year, STRAKAN will make
                up the
                royalty shortfall for such Year by making a cash payment to ACCESS
                equal
                to the royalty shortfall based on the weighted NET SALES for such
                Year. If
                STRAKAN fails to meet its minimum sales obligations for two consecutive
                Years, ACCESS strictly in the following order shall (a) have the
                unilateral right (but not the obligation) to alter the minimum sales
                requirements or (b) allow STRAKAN to make up the royalty shortfall
                for the
                second Year through a cash payment to ACCESS calculated based on
                the
                average selling price of the Product for such year or (c) appoint
                another
                licensee on a semi exclusive basis using a new trademark or (d) if
                STRAKAN
                does not agree to make up the royalty shortfall for the second year
                through the cash payment 

            


      as
        described above, terminate the Agreement. For the avoidance of doubt, if
        STRAKAN
        agrees to make up the royalty shortfall for failing to meet its minimum sales
        obligations 

      


      


      for
        two
        consecutive Years, ACCESS shall have no right to terminate the LICENSE or
        appoint another licensee. If STRAKAN fails to meet its minimum sales obligations
        for three consecutive Years, ACCESS after consultation with STRAKAN will
        have
        the right to terminate the LICENSE. For the avoidance of doubt, STRAKAN shall
        not be deemed to be in breach of its minimum sales obligations due to material
        disruptions in the supply of DRUG SUBSTANCE and/or PRODUCT for reasons beyond
        STRAKAN's reasonable control.

      


      ARTICLE
        10 - CONFIDENTIALITY

      


      
        	
                    10.1 

              	
                Each
                  PARTY shall use good faith efforts to retain in confidence and
                  not
                  disclose to any THIRD PARTY each other’s CONFIDENTIAL INFORMATION
                  disclosed pursuant to the terms of this LICENSE. Such “good faith efforts”
                  shall mean the same degree of care, but no less than a reasonable
                  degree
                  of care, as the receiving PARTY uses to protect its own confidential
                  information of a like nature. 

              


      

      


      10.2 Excepted
        from the obligation of confidence under Article 10.1 is that information
        which:

      


      	(a)  	
              is
                available, or becomes available, to the general public without fault
                of
                the receiving PARTY; or

            


      


      	(b)  	
              is
                obtained by the receiving PARTY without an obligation of confidence
                from a
                THIRD PARTY (other than a governmental agency or REGULATORY AUTHORITY)
                who
                is rightfully in possession of such information and is under no obligation
                of confidentiality to the disclosing PARTY concerning such information;
                or

            


          

      (c)
         is
        required by law or by court order to be disclosed by the receiving PARTY
        in

      which
        case the receiving PARTY will use good faith efforts to limit such disclosure
        to
        that required by law and to maintain the confidentiality of the disclosed
        information to the extent possible; or

      


      (d)
         must
        be
        necessarily disclosed to REGULATORY AUTHORITIES by STRAKAN

      when
        applying for APPROVAL or EUROPEAN COMMUNITY APPROVAL; 

      


      (e)
         is
        released from confidentiality in writing by the disclosing PARTY.

      


      For
        the
        purpose of Article 10.1, a specific item of TECHNOLOGY shall not be deemed
        to be
        within the foregoing exceptions merely because it is embraced by more general
        information in the public domain, or in the possession of the receiving PARTY.
        In addition, any combination of features shall not be deemed to be within
        the
        foregoing exceptions merely because individual features are in the public
        domain
        or in the possession of the receiving PARTY, unless the combination itself
        and
        its principle of operation are in the public domain or in the possession
        of the
        receiving PARTY.

      


      	10.3  	
              Notwithstanding
                the provisions of Article 10.1, if the receiving PARTY becomes legally
                compelled to disclose any of the disclosing PARTY's CONFIDENTIAL
                INFORMATION, the receiving PARTY shall promptly advise the disclosing
                PARTY of such required disclosure in order that the disclosing PARTY
                may
                seek a protective order or such other remedy as the disclosing PARTY
                may
                consider appropriate in the circumstances. The receiving PARTY shall
                disclose only that portion of the CONFIDENTIAL INFORMATION, which
                it is
                legally required to disclose. Such a disclosure shall not release
                the
                receiving PARTY with respect to the CONFIDENTIAL INFORMATION so disclosed
                except to the extent of permitting the required
                disclosure.

            


      


      


      


      


      	10.4  	
              Disclosure
                to AFFILIATES, Contractors
                -
                STRAKAN may disclose CONFIDENTIAL INFORMATION to its AFFILIATES,
                sublicensee, consultants and, when permitted herein, its clinical
                investigators, contractors (parties under contract with STRAKAN or
                its
                AFFILIATES for the custom manufacturing or shipping of PRODUCT, conduct
                of
                clinical studies or for the intention of applying for APPROVAL or
                EUROPEAN
                COMMUNITY APPROVAL) as may be necessary to exercise the rights granted
                

            


      hereunder
        and to obtain APPROVAL and prepare for commercialization of PRODUCT, and
        to
        commercialize PRODUCT under this LICENSE, under written conditions of
        confidentiality at least as stringent as those set out in Articles 10.1,
        10.2
        and 10.3.

      


      	10.5  	
              Document
                Return
                -
                In the event of termination of this LICENSE under Article 16.2, 16.3,
                16.4
                (if the breach is by STRAKAN), 16.5 or 16.6 prior to its normal
                expiration, STRAKAN will cease their use of the TECHNOLOGY and STRAKAN
                and
                ACCESS will cease their use of the other PARTY’s CONFIDENTIAL INFORMATION
                provided hereunder and, on request, within sixty (60) days, either
                return
                all such CONFIDENTIAL INFORMATION, including any copies thereof,
                in accord
                with Article 16.7 or promptly destroy the same and certify such
                destruction to the disclosing PARTY; except that such CONFIDENTIAL
                INFORMATION that is or has become no longer subject to confidentiality
                under Article 10.1 need not be returned or destroyed. Notwithstanding
                the
                foregoing, STRAKAN may retain such copies of documents as may be
                necessary
                for the defense of product liability or other litigation or similar
                proceedings relating to PRODUCT, and both PARTIES may retain one
                copy
                thereof in its legal department as a record of what was
                transmitted.

            


      


      
        	
                10.6

              	
                Survival
                  of Confidentiality
                  -
                  Termination of this LICENSE for any reason shall not relieve the
                  PARTIES
                  of their obligations under this Article 10. The provisions of this
                  Article
                  10 shall survive termination of this LICENSE for ten (10)
                  years.

              


      

      


      


      


      


      ARTICLE
        11 - THIRD PARTY INFRINGEMENT CLAIMS

      


      	11.1  	
              Defense
                of Third Party PATENT Claims-
                If a claim is made or brought by a THIRD PARTY that manufacture (by
                STRAKAN or its nominated custom manufacture), development, use, marketing
                or the sale of PRODUCT in the TERRITORY (regardless of use) infringes
                a
                patent of such THRID PARTY, STRAKAN will give prompt written notice
                to
                ACCESS of such claim. ACCESS shall have the sole discretion and right
                to
                seek to dispose of said claim or to conduct the defense of any suit
                resulting from such claim if outside the FIELD in the TERRITORY.
                STRAKAN
                at its option and expense may participate in any suit resulting from
                such
                claim that may directly affect its market in the FIELD in the
                TERRITORY.

            


      


      	11.2  	
              Mutual
                Decisions
                -
                From the EFFECTIVE DATE and using their good faith efforts, STRAKAN
                and
                ACCESS shall discuss any claim or suit, made or brought by a THIRD
                PARTY
                for patent infringement that such THIRD PARTY’s patent is infringed by the
                manufacture (by STRAKAN or its nominated custom manufacturer),
                development, use, 

            


      marketing
        or sale of PRODUCT by STRAKAN or its AFFILIATES in the FIELD in the TERRITORY.
        Specifically, STRAKAN and ACCESS shall mutually try to agree on:

      


      	(a)  	
              the
                strategy for such suit or claim, e.g. whether to negotiate a settlement,
                sue or withdraw from the country in the TERRITORY in which infringement
                is
                claimed;

            


      	(b)  	
              the
                basis to be determined for sharing the costs of litigation, damages
                awarded, and royalty, if any, to be paid to the THIRD
                PARTY;

            


      	(c)  	
              which
                Party should conduct the defense or if both STRAKAN and ACCESS should
                jointly defend; and

            


      	(d)  	
              the
                consequences of such decisions, such as amendment to this LICENSE
                with
                regard to royalties due to ACCESS or termination of this LICENSE.
                

            


      


      If
        STRAKAN and ACCESS cannot mutually agree with regard to one or more of (a)-(d)
        above, the dispute shall be resolved in accord to Article 19.

      


      
        	
                11.3

              	
                Third
                  Party License -
                  The Parties shall use their good faith efforts (either individually
                  or
                  together) to negotiate any necessary agreement for royalty payment
                  to
                  THIRD PARTIES with a view to enabling the PRODUCT to be commercialized
                  in
                  the FIELD in the 

              


      

      TERRITORY.
        As of the EFFECTIVE DATE, ACCESS is not aware of the need for any such THIRD
        PARTY license.

      


      ARTICLE
        12 - PATENT ENFORCEMENT AND LITIGATION

      


      	12.1  	
              Prosecution
                by ACCESS
                -
                ACCESS, at its sole discretion, may take action on its own behalf
                and
                expense to institute any action or proceeding by reason of infringement
                of
                any of the PATENTS. If either PARTY learns of any infringement of
                a PATENT
                by a THIRD PARTY, it shall promptly notify the other
                PARTY.

            


      


      ACCESS
        shall have the first right, at its own expense, to prosecute all litigation
        against a THIRD PARTY infringer who may be infringing a PATENT. STRAKAN shall
        provide all reasonable cooperation, including any necessary use of its name,
        required to prosecute such litigation. STRAKAN shall be consulted concerning
        the
        litigation. ACCESS will bear the cost and shall be entitled to any recovery
        obtained from such litigation, settlement or compromise thereof until recovery
        of all expenses for such litigation has been met. If ACCESS requests STRAKAN
        to
        participate, then ACCESS shall pay all of STRAKAN's reasonable expenses,
        including reasonable counsel fees. Any further recovery above such expenses
        of
        the PARTIES shall be mutually agreed upon based on the particular claim(s)
        in
        suit with an equitable division based on each of the PARTIES interests (e.g.,
        PATENTS, PRODUCT).

      


       

      


      	12.2  	
              Prosecution
                by STRAKAN
                -
                If ACCESS does not prosecute such infringer or otherwise abate such
                infringement within ninety (90) days after giving or receiving
                notification of such infringement in the TERRITORY, unless an extension
                of
                the term is mutually agreed upon by the PARTIES, then, STRAKAN shall
                have
                the right to prosecute such infringer at its own expense in the FIELD
                in
                the TERRITORY in accord with Article 12.5 and shall be entitled to
                retain
                any recovery obtained from such litigation, settlement or compromise
                thereof. STRAKAN's cost of litigation in any quarter may be credited
                against up to fifty (50%) percent of the royalties due to ACCESS
                under
                Article 6.1 in the following quarter until fully recaptured. However,
                STRAKAN shall place all royalties due to ACCESS in escrow from the
                date of
                filing the suit until the action or proceeding is finally concluded
                whereupon:

            


      


      	(i)  	
              if
                the PATENT in the country in the TERRITORY is held valid (whether
                infringed or not), then the royalties in escrow (after deduction
                of
                STRAKAN's cost of litigation as referred to hereinabove) shall be
                paid to
                ACCESS; or

            


      	(ii)  	
              if
                the PATENT in the country in the TERRITORY is held invalid (whether
                infringed or not), then (a) the royalties in escrow shall be paid
                to
                STRAKAN and (b) ACCESS shall reimburse STRAKAN's cost of such litigation
                up to fifty thousand dollars (US $50,000) in each country of the
                TERRITORY
                where suit was determined that a PATENT is
                invalid.

            


      


      At
        STRAKAN's request, ACCESS shall cooperate with STRAKAN in such litigation,
        including joining in said litigation. ACCESS shall also cooperate, at STRAKAN's
        expense, including reasonable counsel fees, by way of providing access to
        evidence and witnesses available to ACCESS. 

       

      	12.3  	
              Prosecution
                by neither STRAKAN and ACCESS
                -
                If the PARTIES mutually agree that neither ACCESS nor STRAKAN will
                defend
                a particular PATENT in the FIELD in the particular country in the
                TERRITORY, then the royalty for that PATENT in that country becomes
                four
                percent (4%) upon that decision date if the PRODUCT does not secure
                MARKET
                EXCLUSIVITY for the remainder of the time during which a royalty
                is
                payable in that country.

            


      


      	12.4  	
              Invalidity
                -
                In the event that a PATENT in the TERRITORY is finally declared invalid
                or
                unenforceable in a judicial or administrative proceeding from which
                no
                appeal is or can be taken, then from and after that date royalties
                of four
                percent (4%) shall be paid on the basis of that PATENT in the relevant
                country of the TERRITORY, for the remainder of the time during which
                a
                royalty is payable in that country upon that decision date if the
                PRODUCT
                does not secure MARKET EXCLUSIVITY, subject to the provisions of
                Article
                12.2, provided, however, that royalties due for other PATENTS in
                the
                TERRITORY not so held invalid or unenforceable shall not be affected.
                If
                as a result of the invalidation of a PATENT, the completion for STRAKAN
                in
                the TERRITORY significantly increases or significant market share
                is lost
                by STRAKAN, then in good faith STRAKAN and ACCESS shall discuss the
                relevant facts and determine whether an amendment to this LICENSE
                is
                required or if termination under Article 16 should result.
                

            


      


      	12.5  	
              Settlement
                -
                Any settlement of any litigation, whether brought by ACCESS or by
                STRAKAN,
                shall be subject to the prior written consent of both PARTIES, which
                consent shall not be unreasonably withheld or
                delayed.

            


      


      	12.6  	
               Cooperation
                -
                Each PARTY shall cooperate with the other PARTY to the extent reasonably
                requested in any legal action:

            


      


      	(i)  	
              brought
                by a THIRD PARTY against one PARTY or,

            


      	(ii)  	
              brought
                by a THIRD PARTY against both of them or,

            


      


      


      	(iii)  	
              taken
                against a THIRD PARTY by either PARTY regarding PATENTS in the FIELD
                in
                the TERRITORY, and each PARTY shall have the right to participate
                in any
                defense, compromise or settlement to the extent that, in its judgment,
                it
                may be prejudiced thereby. In addition, STRAKAN shall not settle
                any claim
                or suit in any manner that shall adversely affect any PATENTS, require
                any
                payment by ACCESS or reduce the royalty due to ACCESS hereunder without
                the prior written consent of ACCESS, except as provided in Article
                12.2.

            


      


      ARTICLE
        13 - U.S. EXPORT CONTROL AND GOVERNMENT LICENSES

      


      
        	
                    13.1

              	
                Compliance
                  -
                  STRAKAN agrees to comply with all applicable United States governmental
                  regulations with respect to export of TECHNOLOGY and any PRODUCT
                  in the
                  TERRITORY. STRAKAN agrees not to export or re-export any TECHNOLOGY
                  or
                  PRODUCT received from ACCESS or the direct products of such TECHNOLOGY
                  to
                  any prohibited country listed in the U.S. Export Administration
                  Regulations unless 

              


      

      properly
        authorized by the U.S. Government. STRAKAN shall be responsible for the acts
        of
        its AFFILIATES, contractors, consultants and sublicensee. STRAKAN assumes
        

      all
        liability if it or its AFFILIATES or sublicensee fails to obtain any of the
        necessary licenses or commits any violations of the United States Export
        Laws or
        Regulations (15 

      C.F.R.
        §700 et
        seq.).
        STRAKAN shall indemnify ACCESS for such acts and for any breach of
        compliance.

      


      


      


      


      


      


      


      


      


      


      ARTICLE
        14- PRODUCT LIABILITY AND INDEMNIFICATION

      


      
        	
                    14.1

              	
                Indemnity
                  by ACCESS-
                  ACCESS shall indemnify and hold STRAKAN, its AFFILIATES and sub-licensees,
                  and their respective agents, directors, officers and employees
                  harmless
                  from and against any and all liabilities, claims, demands, damages,
                  costs,
                  expenses or money judgements (including reasonable attorneys’ fees and
                  

              


      

      expenses)
        incurred by or rendered against any of them for personal injury, sickness,
        

      disease
        or death or property damage which directly arise out of :

       

      	(a)  	
              the
                intentional misconduct or negligence of ACCESS;
                or

            


       

      	(b)  	
              the
                breach by ACCESS of its representations, warranties or covenants
                contained
                in this LICENSE.

            


       

      


          14.2 Indemnity
        by STRAKAN
        -
        STRAKAN shall indemnify and hold ACCESS and its AFFILIATES, and their respective
        agents, directors, officers, and employees harmless from and against any
        all
        liabilities, claims, demands, damages, costs, expenses or money judgements
        (including reasonable attorneys’ fees and expenses) incurred by or rendered
        against any of them for personal injury, sickness, disease or death or property
        damage which directly arise out of:

      


      	(a)  	
              the
                manufacturing, testing, use, promotion, sale or distribution of PRODUCT
                by
                STRAKAN or its sub-licensee, except for those instances provided
                in
                Article 14.1 for which ACCESS is obligated to indemnify STRAKAN,
                or

            


      


      


      


      


      


      


      	(b)  	
              the
                breach by STRAKAN of any of its representations, warranties or covenants
                contained in this LICENSE and provided, however, that ACCESS shall
                give
                STRAKAN notice in writing in accord with Article 18 as soon as practicable
                of any such claim or lawsuit and shall permit STRAKAN to undertake
                the
                defense thereof at STRAKAN’s expense.
                However,

            


      


      	(i)  	
              ACCESS
                will cooperate in such defense, subject to payment of reasonable
                out-of-pocket expenses, by providing access to witnesses and evidence
                available to it. ACCESS shall have the right to participate in any
                defense
                to the extent that in its reasonable judgment, ACCESS may be prejudiced
                thereby; and

            


      	(ii)  	
              in
                any claim or suit in which ACCESS seeks indemnification by STRAKAN,
                ACCESS
                shall not settle, offer to settle or admit liability or damages in
                any
                such claim or suit without the prior written consent of STRAKAN which
                shall not be unreasonably withheld or
                delayed.

            


      


      ARTICLE
        15 - WARRANTIES AND REPRESENTATIONS.

      


      15.1 Belief
        of Accuracy
        -

      	15.1.1  	
              ACCESS
                warrants and represents that the PRODUCT, TECHNOLOGY and the CONFIDENTIAL
                INFORMATION, transferred or provided to STRAKAN hereunder are believed
                to
                be accurate and complete as of their current status at ACCESS at
                the
                EFFECTIVE DATE. However, ACCESS does not warrant or represent that
                such
                information is or will be sufficient to obtain APPROVAL or to commercially
                produce PRODUCT or to commercialize PRODUCT in the
                TERRITORY.

            


      


      


      


      


      


      	15.1.2  	
              ACCESS
                warrants and represents that it has procured the rights to the PATENTS
                and
                subject to the terms of the BLOCK LICENSE AGREEMENT, has full power
                and
                authority to enter into this LICENSE and grant the licenses granted
                hereunder.

            


      


      	15.1.3  	
              ACCESS
                warrants and represents that it has not assigned or licensed the
                rights to
                the PATENTS, TECHNOLOGY or KNOW-HOW for the PRODUCT in the FIELD
                in the
                TERRITORY to a THIRD PARTY.

            


      


      15.2
         STRAKAN
        Representations to ACCESS- 

      	15.2.1  	
              STRAKAN
                represents that it will be solely relying on its own evaluation of
                the
                PRODUCT, TECHNOLOGY and the other CONFIDENTIAL INFORMATION transferred
                or
                provided to it hereunder and on its own medical and scientific expertise
                in using the same in its development and commercialization of
                PRODUCT.

            


      


      	15.2.2  	
              STRAKAN
                warrants and represents that it has the full power and authority
                to enter
                into the LICENSE.

            


      


      
        	
                15.3

              	
                Insurance
                  -
                  STRAKAN will obtain an insurance policy for its operations for
                  clinical
                  trials and sales of PRODUCT prior to beginning such clinical trials
                  or
                  sale of PRODUCT in an amount typical in this industry to protect
                  ACCESS
                  from liability under STRAKAN's activities. Such insurance policy
                  must be
                  maintained for the term of this LICENSE and a copy of the policy
                  provided
                  to ACCESS and attached as Appendix D. Failure to obtain such insurance
                  and
                  supply a copy of the policy to ACCESS shall be deemed a breach
                  under
                  Article 16.4.

              


      

      


      


      


      


      


      


      


      ARTICLE
        16 - TERM AND TERMINATION

      


      	16.1  	
              Term
                -
                Unless terminated under the provisions of this Article 16, the term
                of the
                LICENSE shall commence on the EFFECTIVE DATE and shall continue in
                full
                force and effect on an exclusive basis in each country of the TERRITORY
                for the longer of (i) the period of time that the PRODUCT is protected
                in
                such country by a necessary PATENT, and (ii) ten years (10) from
                the date
                when the PRODUCT is first put on the 

            


      market
        within the European Union by STRAKAN (or other licensee of ACCESS, if any),
        provided that the identified KNOW-HOW remains secret and substantial for
        such
        ten-year (10) period. Thereafter, this LICENSE shall be automatically extended
        on a non-exclusive basis for successive one-year (1) periods unless terminated
        by either PARTY by written notice given at least one-hundred and eighty (180)
        days before the end of the initial term or any extension thereof. 

      


      	16.2  	
              Regulatory
                Milestones-If
                      (a) STRAKAN has been unable to obtain APPROVAL within twenty
                four (24)
                months of the EFFECTIVE DATE or (b) within thirty six (36) months
                of the
                EFFECTIVE DATE for EUROPEAN COMMUNITY APPROVAL in France, Germany,
                Italy
                or Spain, then, unless such failure is due to technical failure of
                the
                PRODUCT or failure of ACCESS to provide necessary information on
                a timely
                basis, or due to any of such countries refusing to grant such EUROPEAN
                COMMUNITY 

            


      APPROVAL
        on health, safety, efficacy or other grounds beyond STRAKAN's control or
        ability
        to rectify or remedy, ACCESS strictly in the following order shall (a) have
        the
        unilateral right (but not the obligation) to extend the time for obtaining
        APPROVAL and EUROPEAN COMMUNITY APPROVAL for the PRODUCT (b) after consultation
        with STRAKAN to be paid by STRAKAN a $100,000 financial penalty, the payment
        of
        which shall automatically extend the time to obtain APPROVAL and EUROPEAN
        COMMUNITY APPROVAL by twelve (12) months respectively or (c) shall have the
        right to terminate the LICENSE. For the avoidance of doubt, if STRAKAN makes
        payment to ACCESS of the $100,000 financial penalty under sub-article (b)
        then


      


      


      ACCESS
        shall have no right to terminate the LICENSE hereunder in accordance with
        this
        Article 16.2 unless STRAKAN shall have failed to obtain the APPROVAL and
        EUROPEAN COMMUNITY APPROVAL for the PRODUCT as above within the twelve (12)
        month extension of time respectively.

      


      	16.3  	
              Failure
                to Use License
                -
                If STRAKAN, its AFFILIATES or sub-licensees shall in a country of
                the
                TERRITORY have: 

            


      	(i)  	
              discontinued
                selling the PRODUCT in commercial quantities for a continuous period
                of
                six (6) months other than due to material disruptions in the supply
                of the
                DRUG SUBSTANCE and/or PRODUCT for reasons beyond STRAKAN's reasonable
                control; or

            


      	(ii)  	
              not
                commercialized the PRODUCT in accord with Article 4.6, other than
                due to
                material disruptions in the supply of DRUG SUBSTANCE and/or PRODUCT
                for
                reasons beyond STRAKAN's reasonable control then either STRAKAN or
                ACCESS
                shall have the right to terminate the license granted under Article
                2.1 in
                respect of such country upon three (3) months written notice, unless
                the
                discontinuance or failure to commercialize is remedied in such notice
                period.

            


      


      Upon
        termination of the license in respect of such country, STRAKAN shall promptly
        supply to ACCESS all registration information for REGULATORY AUTHORITIES
        that is
        available to STRAKAN or its AFFILIATES for use by ACCESS, its AFFILIATES
        or
        sublicensees in such country without compensation to STRAKAN by
        ACCESS.

      


      	16.4  	
              Termination
                for Breach
                -
                In the event of a material breach by either ACCESS or STRAKAN of
                any of
                the obligations contained in this LICENSE, the non-breaching PARTY
                shall
                be entitled to terminate this LICENSE by notice in writing under
                Article
                18.1 provided that such notice shall specify the breach or breaches
                complained of. If the said breach or breaches are capable of remedy,
                the
                PARTY committing such breach or breaches shall be entitled to a period
                of
                sixty (60) days, (fifteen (15) working days for


            


      


      


      payment
        breaches) from the delivery of such notice in which to remedy or to undertake
        to
        remedy the same. In the case the defaulting PARTY shall fail to remedy the
        breach or to undertake to remedy the breach to the satisfaction of the PARTY
        not
        in breach, the PARTY not in breach shall have the right to terminate this
        LICENSE in whole or only terminate those rights and obligations relating
        to the
        particular breach by notice in writing 

      to
        the
        PARTY in default. Failure of a PARTY to exercise its rights under this Article
        16.4 shall not be construed as a waiver as to future breaches whether or
        not
        they are similar.

      


      	16.5  	
              Termination
                by ACCESS
                -
                ACCESS shall have the further right to terminate this LICENSE immediately
                on written notice to STRAKAN if:

            


      	(a)  	
              STRAKAN
                shall cease to carry on business or shall go into liquidation or
                a
                receiver shall be appointed to STRAKAN's assets;
                or

            


      	(b)  	
              STRAKAN
                shall become bankrupt or insolvent or unable to meet any of its financial
                obligations on their due dates; or

            


      	(c)  	
              STRAKAN
                fails (without curing within fifteen (15) working days of receipt
                of a
                notice specifying the failure to pay) to meet any of its payments
                in
                accord with Article 6; or

            


      	(d)  	
              STRAKAN
                breaches without cure any of the Export regulations of Article
                13.

            


      


      	16.6  	
              Termination
                by STRAKAN-If
                for any consecutive period of twelve (12) months STRAKAN cannot achieve
                a
                total aggregate gross margin of sixty five (65) percent in the TERRITORY
                (determined by monthly reported gross margin reports and the right
                to
                audit) based on an ex-manufacturing selling price of $8.16 US (5.10
                UK
                pounds at a fixed exchange rate of $1.60 to one UK pound) as outlined
                in
                Article 7, STRAKAN will have the right to terminate this LICENSE.
                Gross
                margin defined as ex-manufacturing selling price less material cost
                of
                active DRUG SUBSTANCE, orabase vehicle, tubes, packaging, cost of
                manufacturing and royalty.

            


      


      


      


      	16.7  	
              On
                Termination
                -
                Upon termination of the license in respect of a particular country
                of the
                TERRITORY under Article 16.3 or upon termination of this LICENSE
                by ACCESS
                under Article 16.4, STRAKAN shall in relation to a particular country
                or
                the TERRITORY as a whole, as the case may be, have a period of six
                (6)
                months in which to sell its inventory of PRODUCT and during the course
                thereof STRAKAN shall:

            


      


      	(a)  	
              return
                to ACCESS all copies of CONFIDENTIAL INFORMATION and any materials
                received from ACCESS;

            


      


      	(b)  	
              pay
                to ACCESS all payment and royalties due or accrued at the termination
                date
                or accruing thereafter in accord with Article
                6.1.

            


      


      
        	 	
                (c)

              	
                other
                  than in relation to selling its stock of supplies of the PRODUCT
                  as
                  aforesaid, make no further use of any kind of any and all TECHNOLOGY
                  disclosed hereunder by ACCESS, except to the extent such information
                  has
                  become public knowledge other than through fault of STRAKAN, and
                  make no
                  further use of the surviving PATENTS;
                  and

              


      

      


      
        	 	
                (d)

              	
                take
                  all steps necessary and execute any instruments required to assign
                  all the
                  rights relative to any APPROVALS held by STRAKAN to ACCESS or to
                  ACCESS'
                  designee, and if such new APPROVALS are obtained by ACCESS or its
                  designee, STRAKAN agrees to notify the REGULATORY AUTHORITIES to
                  

              


      

      transfer
        all those APPROVALS of PRODUCTS which are in the name of STRAKAN to ACCESS
        or
        its designee; and

      


      
        	 	
                (e)
                  

              	
                assign
                  to ACCESS any distributorships, PRODUCT manufacturing agreements
                  and
                  sublicense agreements, to the extent they are specific to the PRODUCT
                  and
                  are assignable and to the extent such agreements were previously
                  agreed
                  with ACCESS to survive termination of this LICENSE; or, at ACCESS'
                  option,
                  

              


      

      


      


      terminate
        such agreements. ACCESS makes no commitment to maintain any of STRAKAN's
        sublicensee agreements upon termination of this LICENSE.

      


      
        	
                    16.8
                  

              	
                Survival
                  of Certain Obligations
                  -
                  On termination of this LICENSE: the obligations of confidentiality
                  set
                  forth in Article 10 shall survive for the time stated therein;
                  payments
                  accrued and due under Article 6 shall survive termination; Export
                  Control
                  compliance set forth in Article 13 shall survive termination; the
                  indemnification obligations set forth in Article 14 shall also
                  survive
                  termination as to all claims or actions arising from events which
                  occurred
                  before termination; and the dispute resolution set forth in Article
                  19
                  shall survive termination.

              


      

      


      ARTICLE
        17 - FORCE MAJEURE

      


      If
        either
        PARTY shall be delayed, hindered, interrupted in or prevented from the
        performance of any obligation hereunder by reason of force majeure (hereinafter
        referred to as "Force Majeure"), including earthquake, flood, famine or other
        act of God, fire, war (declared or undeclared), public disaster, riots, strike
        or labor differences, governmental enactment, rule or regulation or any other
        cause beyond such PARTY's reasonable control, such PARTY shall not be liable
        to
        the other therefor; and the time for performance of such obligation shall
        be
        extended for a period equal to the duration of the contingency which occasioned
        the delay, interruption or prevention. The PARTY invoking such Force Majeure
        rights under this Section must notify the other PARTY by registered letter
        setting forth the nature of the occurrence, its expected duration and how
        

      that
        PARTY's performance is affected within a period of fifteen (15) days, from
        the
        first and the last day of the Force Majeure unless the Force Majeure renders
        such notification impossible in which case notification will be made as soon
        as
        possible. If the delay resulting from the Force Majeure exceeds six (6) months,
        the PARTIES commit to consult together in good faith to find an appropriate
        solution. The affected PARTY shall 

      


      


      


      resume
        the performance of its obligations as soon as practicable after the Force
        Majeure event ceases.

      


      ARTICLE
        18 - NOTICES

      


      
        	
                    18.1
                  

              	
                Official
                  -
                  Any notice, request or communication specifically provided for
                  or
                  permitted to be given under this LICENSE must be in writing and
                  may be
                  delivered by hand delivery, courier service, or facsimile transmission,
                  provided that a hard copy of any facsimile transmission is sent
                  by first
                  class pre-paid post within twenty four (24) hours of such transmission,
                  and shall be deemed effective as of the time of actual delivery
                  thereof to
                  the addressee. For purposes of notice the addresses of the PARTIES
                  shall
                  be as follows:

              


      

      


      ACCESS:

      Access
        Pharmaceuticals, Inc.

      2600
        Stemmons Freeway

      Suite
        176

      Dallas,
        TX 75207-2107

      Attention:
         Kerry
        P.
        Gray

      President
        & CEO

      Telephone:
         214-905-5100

      Facsimile:
         214-905-5101

      


      With
        a
        copy to:

      Bingham
        Dana LLP

      150
        Federal Street

      Boston,
        MA 02110-1726

      Attention:
         John
        J.
        Concannon III

      Telephone:
         617-951-8874

      Facsimile:
         617-951-8736

      


      


      STRAKAN:

      Strakan
        Ltd.

      Unit
        C,
        Melrose Station

      Palma
        Place

      Melrose

      Scotland
        TD6 9PR

      United
        Kingdom

      Attention: Andrew
        McLean

      Telephone: 011-44-1896-823836

      Facsimile: 011-44-1896-823837

      


      
        	
                    18.2
                  

              	
                Each
                  PARTY may change its address and its representatives for notice
                  by the
                  giving of notice thereof in the manner hereinafter
                  provided.

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      ARTICLE
        19 - DISPUTE RESOLUTION

      


      
        	
                    19.1
                  

              	
                Agreement
                  to Arbitrate
                  -
                  The PARTIES will endeavor to settle amicably any dispute, which
                  may arise
                  out of this Agreement. Failing settlement within three (3) months
                  of such
                  dispute having arisen, any dispute shall be finally settled by
                  arbitration
                  on the initiation in writing of either PARTY, in accordance with
                  the rules
                  then in effect of the International Chamber of Commerce. The arbitration
                  will be held in Dallas when it is initiated by STRAKAN and in London
                  when
                  it is initiated by ACCESS. The dispute or difference shall be referred
                  to
                  a single arbitrator, if the PARTIES agree upon one, or otherwise
                  three (3)
                  arbitrators, one to be appointed by each PARTY and the third to
                  be
                  appointed by the first two (2) arbitrators selected by the PARTIES.
                  If a
                  PARTY shall refuse or neglect to appoint an arbitrator within thirty
                  (30)
                  days after the other PARTY shall have served a written notice such
                  other
                  PARTY's choice and requesting that the


              


      

      first-mentioned
        PARTY make its choice, then the arbitrator first appointed shall, at the
        request
        of the PARTY appointing him, proceed to hear and determine the matters in
        difference as if he were a single arbitrator appointed by both
        PARTIES.

      


      	19.2  	
              Arbitration
                Decision
                -
                The arbitrators shall base their decision in accordance with and
                based
                upon all the provisions of this LICENSE or subsequent agreements
                between
                the PARTIES. In making their decision, the arbitrators shall apply
                the
                substantive law of the State of Delaware and the United States of
                America,
                including the United Nations Convention on the International Sale
                of
                Goods. The decision of a majority of the arbitrators shall be final
                and
                binding upon each PARTY, and judgement upon the award may be entered
                in
                any court of competent jurisdiction.

            


      


      	19.3  	
              Pre-Decision
                Settlement
                -
                Before rendering their final decision, the arbitrators will first
                act as
                friendly, disinterested mediators for the purpose of helping the
                PARTIES
                attempt to reach a compromise settlement on the points in
                dispute.

            


      


      


      


      	19.4  	
              Payment
                of Costs
                -
                The cost of arbitration will be in the discretion of the arbitrators.
                

            


      


      
        	
                    19.5
                  

              	
                Injunctive
                  Relief
                  -
                  Each of the PARTIES hereto acknowledges and agrees that damages
                  may not be
                  an adequate remedy for any material breach or violation of this
                  Agreement
                  if such material breach or violation would cause immediate and
                  irreparable
                  harm (an "Irreparable Breach"). Accordingly, in the event of a
                  threatened
                  or ongoing Irreparable Breach, each PARTY hereto shall be entitled
                  to
                  seek, in any state or federal court in the State of Delaware, equitable
                  relief of a kind appropriate in light of the nature of the ongoing
                  threatened Irreparable Breach, which relief may include, without
                  limitation, specific performance or injunctive relief; provided
                  however,
                  that if the PARTY bringing such action is unsuccessful in obtaining
                  the
                  relief sought, the moving PARTY shall pay


              


      

      the
        non-moving PARTY's reasonable costs, including attorney's fees, incurred
        in
        connection with defending such action. Such remedies shall not be the PARTIES'
        exclusive remedies, but shall be in addition to all other remedies provided
        in
        this Agreement.

      


      ARTICLE
        20- ASSIGNMENT

      


      	20.1  	
              Assignment
                -
                Neither this LICENSE nor any of the rights, interests or obligations
                hereunder may be assigned by either of the PARTIES hereto without
                the
                prior written consent of the other PARTY, which consent shall not
                be
                unreasonably withheld or delayed. 

            


      


      	20.2  	
              Consolidation,
                Reorganization or Merger
                -
                Should STRAKAN be consolidated, reorganized or merged with another
                entity,
                this LICENSE may not be assigned to the successor entity or the assignee
                of all or substantially all of STRAKAN'S business and assets related
                to
                PRODUCT without ACCESS' prior written consent, which consent will
                not be
                unreasonably withheld or delayed. It being understood for consent
                to be
                obtained that provisions for payments to ACCESS by such entity must
                remain
                as in Article 6.

            


      


      


      	20.3  	
              Effect
                on Successors and Assignees
                -
                This LICENSE shall inure to the benefit of and be binding upon such
                successors and permitted assignees.

            


      


      ARTICLE
        21 - MISCELLANEOUS PROVISIONS

      


      	21.1  	
              Amendments
                -
                This LICENSE may be amended only in writing executed by both
                PARTIES.

            


      


      	21.2  	
              Publications
                -
                Any publications shall require the mutual consent of STRAKAN and
                ACCESS
                which consent shall not be unreasonably
                withheld.

            


      


      	21.3  	
              Press
                Releases
                -
                Neither PARTY shall issue any press release in whatever form, or
                make
                public, in whatever form, information regarding the BINDING LETTER
                OF
                INTENT or this LICENSE without prior written approval of the other
                PARTY,
                except as required by applicable law and
                regulations.

            


      


      	21.4  	
              Entirety
                of Agreement
                -
                This LICENSE sets forth the entire agreement and understanding between
                the
                PARTIES hereto with respect to PRODUCT in the FIELD for its
                commercialization in the TERRITORY, although it is acknowledged and
                agreed
                that for STRAKAN to be able to commercialize the PRODUCT in accordance
                with the terms of this LICENSE then STRAKAN will need a source of
                supply
                of the DRUG SUBSTANCE as referred to in Article 7.1. The PARTIES
                agree
                that this LICENSE supersedes the BINDING LETTER OF INTENT and that
                the
                confidentiality provisions contained in the BINDING LETTER OF INTENT
                are
                in force until the EFFECTIVE DATE and thereafter this LICENSE supersedes
                and replaces the BINDING LETTER OF
                INTENT.

            


      


      


      


      


      


      


      	21.5  	
              Severability
                -
                If any term or provision under this LICENSE is deemed invalid under
                the
                laws of a particular country or jurisdiction, the invalidity shall
                not
                invalidate the whole LICENSE but it shall be construed as if not
                containing that particular term or provision and the rights and
                obligations of the PARTIES shall be construed and enforced accordingly.
                The PARTIES shall negotiate in good faith a substitute provisions
                in
                compliance with the law to as nearly as possible retain the PARTIES'
                intent in legally valid language.

            


      


      	21.6  	
              Waivers,
                Cumulative Remedies
                -
                A waiver by either PARTY of any term or condition of this LICENSE
                in any
                one instance shall not be deemed construed to be a waiver of such
                term or
                condition for any similar instance in the future or of any subsequent
                breach hereof. All rights, remedies, undertakings, obligations and
                agreements contained in this LICENSE shall be cumulative and none
                of them
                shall be a limitation of any other remedy, right, undertaking, obligation
                or agreement of either PARTY.

            


      


      	21.7  	
              Independent
                Contractor
                -
                This LICENSE shall not create an agency, partnership, joint venture
                or
                employer/employee relationship between the PARTIES. ACCESS and STRAKAN
                each hereby agrees not to represent itself in any of such capabilities
                in
                any manner whatsoever. The sole relationship established by this
                LICENSE
                is that of independent contractors, and nothing hereunder shall be
                construed to give either PARTY the power or authority to act for,
                represent, bind, or commit the other PARTY or any of its
                AFFILIATES.

            


      


      	21.8  	
              Headings
                -
                Headings in this LICENSE are included herein for ease of reference
                and
                shall not affect the meaning of the provisions of this LICENSE, nor
                shall
                they have any other legal effect.

            


      


      


      


      


      	21.9  	
              Other
                Documents
                -
                Each PARTY agrees to execute, as reasonably required, such additional
                papers or documents in customary legal form and to make such governmental
                filings or applications as may be necessary or desirable to effect
                the
                purposes of this LICENSE and carry out its
                provisions.

            


      


      IN
        WITNESS WHEREOF, the PARTIES have duly executed duplicate originals of this
        LICENSE by their appropriate authorized representative.

      


      


      ACCESS
        PHARMACEUTICALS, INC.  STRAKAN
        LTD

      


      


      By: /s/
        Kerry
        P. Gray      By:  /s/Andrew
        McLean

      Name: Kerry
        P.
        Gray   Name: Andrew
        McLean    

      


      


      Title: President
        & CEO   Title: Director
        of Legal Affairs

      


      


      Date: -August
        13, 1998         Date: -August
        14, 1998

      


      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      APPENDIX
        A - BINDING LETTER OF INTENT


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      


      


      


      


      


      


      


      


      


      


      APPENDIX
        B-PATENTS 

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      APPENDIX
        C- MARKETS

      


      


      


      Austria    Italy

      Belgium    Luxembourg   

      Denmark    Netherlands

      Finland    Portugal

      France    Republic
        of Ireland

      Germany    Spain

      Greece    Sweden

      United
        Kingdom

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      APPENDIX
        D-

      


      CLINICAL
        TRIALS INSURANCE 

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      APPENDIX
        E

      


      BLOCK
        LICENSE AGREEMENT