**Exhibit10.23**

 

May 10, 2005

 

 

Rosemary Mazanet, MDPhD24 Daffodil LaneCos Cob, Connecticut, 06807

 

Dear Dr. Mazanet:

 

We are pleased to extendyou an offer of employment with Access Pharmaceuticals, Inc. (the “Company”)under the terms specified below:

 

1.                                       Thetitle of your position will be Acting Chief Executive Officer and you willreport directly to, and be subject to the direction of, the Company’s Board ofDirectors. Your duties will be commensurate with the position of ChiefExecutive Officer.

 

2.                                       Youremployment with the Company will be on an at-will basis, which means that itwill not be for a definite period of time but it will be for no less than 3months, and no more than 6 months without renegotiation of this contract. Thisagreement may be terminated with 30 days written notice at any time by eitheryou or the Company for any reason. .

 

3.                                       Youremployment with the Company will be on a full-time basis, although you maypursue other previously existing business activities during your employment thatare not competitive with the Company. You will be expected to periodically workat the Company’s offices in Dallas, Texas at the mutual agreement of you andthe Board of Directors. You will begin your employment on May 11, 2005 (your “StartDate”).

 

4.                                       Yourcompensation will consist of the following:

 

a.                                       Yoursalary will be payable at a weekly rate of $7,500 for the duration of thisagreement.

 

b.                                      Youwill be granted a non-qualified option (the “Option”) of  30,000 shares of the Company’s common stockwith an exercise price equal to the last sale price on AMEX for the Company’sshares on your Start Date. The Option will vest monthly over a six (6) monthperiod regardless of your remaining employed by the Company. Such options shallremain exercisable for one year after the termination of your employment andwould be subject to the standard terms of the Company’s stock option plan andstock option agreement except that such options shall vest immediately prior toa change of control event.

 

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c.                                       Asan employee of the Company, to the extent that you are not otherwise covered bya similar benefit, you will be eligible for the benefits similar to that of theCompany’s executive officers.

 

d.                                      signon bonus of $30,000 to compensate for lost consulting wages during this time.

 

e.                                       Dand O insurance + tail coverage will be provided.

 

f.                                         The Company will pay or reimburse you for allreasonable expenses incurred or paid by you in the performance of your dutieshereunder, upon presentation of expense statements or vouchers and such otherinformation as the Company may require and according to the generallyapplicable policies and procedures of the Company.

 

g.                                      Uponmutual agreement, you and the Board will set milestones which would result inthe issuance of additional stock options to you.

 

5.                                       Youwill maintain the confidentiality of and not use or disclose except for Companypurposes any information relating to the business or affairs of the Company,including any activities being or proposed to be undertaken by or on behalf ofthe Company and including any trade secrets, drawing, designs, informationregarding product development or testing, business plans, financial plans,financial records and other financial, commercial, business or technicalinformation of the Company or of those belonging to others who do business withthe Company that is confidential or proprietary, except that you may disclosesuch information (i) to the extent required by any applicable law,regulation or court order or subpoena in which case you will notify the Companyas promptly as practicable and shall fully cooperate with the Company in itsefforts, if any, to obtain confidential treatment of such information or limitthe scope of information to be disclosed, (ii) to your legal counsel, (iii)with the prior written consent of the Company, or (iv) that has becomegenerally known to the public, other than by reason of your breach of thisparagraph.

 

6.                                       Thisletter contains all of the terms of the Company’s offer to you. You acknowledgethat you are not relying on any other statements, documents or representationsyou believe were made to you on behalf of the Company.

 

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We are excited about theprospect of you joining Access Pharmaceuticals, Inc. If this offer isacceptable to you, please sign and return one duplicate original of this letterto me by fax. I and the other members of the Board of Directors lookforward to working with you.

 

Sincerely,

 
| /s/ J. Michael Flinn                |   |
|-------------------------------------|--------|
|                                |
| Michael Flinn                       |
| Chairman of the Board  of Directors |

 

 
| ACCEPTED:                  |
|----------------------------|
|                       |
|                       |
|  /s/ Rosemary Mazanet |   |
| Rosemary Mazanet           |

 

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