EXHIBIT 10.9













AMENDMENT
TO RIGHTS AGREEMENT





This
Amendment to Rights Agreement, dated as of November 9, 2007 (the "Amendment"),
is by and between Access Pharmaceuticals, Inc., a Delaware corporation (the
"Company"),
and American Stock Transfer & Trust Company, a New York corporation (the
"Rights
Agent"), amending certain provisions of the Rights Agreement, dated as of
October 31, 2001 (as amended and in effect from time to time, including, without
limitation, by those certain Amendment to Rights Agreement, dated as of October
31, 2005 and as of February 16, 2006, the "Agreement"),
by and between the Company and the Rights Agent.  Terms not otherwise
defined herein which are defined in the Agreement shall have the same respective
meanings herein as therein.




WHEREAS, in accordance
with Section 28 of the Agreement, the Company has directed prior to the
Distribution Date that it and the Rights Agent amend certain provisions of the
Agreement as specifically set forth in this Amendment.




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




1.           Amendment
to Agreement.  The Agreement is hereby amended as
follows:




(a)The
defined term "Acquiring Person" in Section 1(a) of the Agreement is hereby
deleted in its entirety and replaced with the following:




"Acquiring
Person" means any Person who, together with all Affiliates and Associates
of such Person, is the Beneficial Owner of 15% or more of the Common Shares of
the Company then outstanding or who was such a Beneficial Owner at any time
after the date hereof, whether or not such Person continues to be the Beneficial
Owner of 15% or more of the Common Shares then outstanding, but will not include
the Company, any Subsidiary of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, or any entity holding securities of
the Company organized, appointed, or established by the Company or any
Subsidiary for or pursuant to the terms of any such
plan.  Notwithstanding the foregoing, (i) Heartland, will not be
deemed to be an Acquiring Person so long as Heartland does not own, in the
aggregate, in excess of 20% of the issued and outstanding Common Shares (ii)
Oracle will not be deemed to be an Acquiring Person so long as Oracle does not
own, in the aggregate, in excess of 35% of the issued and outstanding Common
Shares, (iii) SCO Capital Partners LLC, together with all of its Affiliates and
Associates (including, without limitation, Beach Capital LLC and SCO Capital
Partners, L.P.) ("SCO")
and Lake End Capital LLC together with all of its Affiliates and Associates
(“Lake End”), will not be deemed to be an Acquiring Person at any time and (iv)
no Person will become an "Acquiring Person" solely as the result of (A) an
acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 15% or more of the Common Shares of the Company then
outstanding, or in the case of Heartland or Oracle, to 20% or 35%, respectively,
or more of the Common Shares of the Company then outstanding or (B) an
anti-dilution adjustment pursuant to the terms of any of the Company’s
convertible securities held by such Person that increases the proportionate
number of shares beneficially owned by such Person to 15% or more of the Common
Shares of the Company then outstanding (each of the events described in clause
(A) or (B), a “Stock
Event”); provided,
however, that if a Person (other than SCO or Lake End) becomes the
Beneficial Owner of 15% or more, or in the case of Heartland or Oracle, of 20%
or 35%, respectively, or more, of the Common Shares of the Company then
outstanding by reason of a Stock Event, and after such Stock Event becomes the
Beneficial Owner of any additional Common Shares of the Company, then such
Person will be deemed to be an "Acquiring Person."  Notwithstanding
the foregoing, if the Board of Directors of the Company determines in good faith
that a Person who would otherwise be an "Acquiring Person," as defined pursuant
to the foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as practicable a sufficient
number of Common Shares so that such Person would no longer be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this paragraph or
enters into a contractual arrangement with the Company limiting such Person’s
right with respect to any Common Shares, then such Person shall not be deemed to
be an “Acquiring Person” for any purposes of this Rights
Agreement."







(b)Section
3(a) of the Agreement is hereby deleted in its entirety and replaced with the
following:




"(a)           Until
the earlier of:




(i)           the
close of business on the tenth Business Day after the Shares Acquisition Date;
or




(ii)           the
tenth Business Day (or such later date as may be determined by action of the
Board of Directors prior to such time as any Person becomes an Acquiring Person)
after the date of the commencement by any Person (other than SCO, Lake End, the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company or any entity holding Common Shares for or
pursuant to the terms of any such plan) of, or of the first public announcement
of the intention of any Person (other than SCO, Lake End, the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares for or pursuant to
the terms of any such plan) to commence, a tender or exchange offer, the
consummation of which would result in any Person (other than Heartland or
Oracle) becoming the Beneficial Owner of Common Shares aggregating 15% or more
of the then outstanding Common Shares, or in the case of Heartland or
Oracle, the consummation of which would result in such Person becoming the
Beneficial Owner of Common Shares aggregating 20% or 35%, respectively, or more
of the then outstanding Common Shares;




(including
any such date which is after the date of this Agreement and prior to the
issuance of the Rights; the earliest of such dates being herein referred to as
the "Distribution
Date"):




(x)           no
Right may be exercised;




(y)           the
Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by
the certificates for Common Shares registered in the names of the holders
thereof (which certificates will also be deemed to be certificates for Rights)
and not by separate certificates; and




(z)           the
Rights (and the right to receive certificates therefor) will be transferable
only in connection with the transfer of the underlying Common
Shares.




As soon
as practicable after the Distribution Date, the Company will prepare and
execute, the Rights Agent will countersign, and the Company will send or cause
to be sent (and if requested, the Rights Agent will send) by first-class,
postage-prepaid mail or other appropriate means, to each record holder of Common
Shares as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a certificate for Rights, in
substantially the form of the attached Exhibit
B (collectively, "Rights
Certificates"), evidencing one Right for each Common Share so
held.  As of and after the Distribution Date, the Rights will be
evidenced solely by Rights Certificates."




(c)The
following is hereby inserted immediately following Section 3(c) of the Agreement
as a new Section 3(d):




“(d)
Convertible Preferred Stock.  The Common Shares issuable from time to
time upon conversion of the issued and outstanding shares of the Company’s
Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (the
“Convertible
Preferred Stock”), without reference to any limitations on beneficial
ownership contained therein, shall be deemed to be issued and outstanding Common
Shares held by the holder of the shares Convertible Preferred Stock for all
purposes under this Agreement (including, without limitation, the issuance and
distribution of Rights with respect hereto).”




(d)The
second paragraph of Exhibit C of the Agreement is hereby deleted in its entirety
and replaced with the following:







"Initially, the Rights
will be attached to all certificates representing Common Shares then
outstanding, and no separate Rights certificates will be
distributed.  Until the earlier to occur of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons, other than SCO Capital Partners LLC, together with all of
its affiliates and associates (including, without limitation, Beach Capital LLC
and SCO Capital Partners, L.P.) ("SCO")
and Lake End Capital LLC together with all of its affiliates and associates
(“Lake End”), (an "Acquiring
Person"), have acquired beneficial ownership of 15% or more, or in the
case of Heartland Advisors, Inc., together with all of its affiliates and
associates ("Heartland"),
or Oracle Partners LP, togther with all of its affiliates and associates ("Oracle"),
20% or 35%, respectively, or more, of the outstanding Common Shares (the date of
such an announcement being a "Shares
Acquisition Date"), or (ii) 10 business days (or such later date as may
be determined by action of the Board of Directors prior to such time as any
Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group (other than SCO, Lake End, Heartland, or Oracle) of 15% or more, or in the
case of Heartland or Oracle, 20% or 35%, respectively, or more, of such
outstanding Common Shares (in either case, (i) or (ii), the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common
Share certificates outstanding as of the Record Date, by such Common Share
certificates together with a copy of this Summary of
Rights."




2.           Condition
to Effectiveness.  This Amendment shall not become effective
until executed by the Company and the Rights Agent.




3.           Ratification,
Etc.  Except as expressly amended hereby, all terms and
conditions of the Agreement are hereby ratified and confirmed in all respects
and shall continue in full force and effect.  The Agreement and this
Amendment shall be read and construed as a single agreement.  All
references to the Agreement shall hereafter refer to the Agreement, as amended
hereby.




4.           No
Waiver.  Nothing contained herein shall constitute a waiver of,
impair or otherwise affect, any obligation of the Company under the Agreement or
any rights of any party consequent thereon.




5.           Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original but which together shall constitute one and the same
instrument.




6.           Governing
Law.  This
amendment shall be governed by, and construed in accordance with, the laws of
the State of Delaware (without reference to conflict of
laws).






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remainder of this page is left blank intentionally]












IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as a document under seal as of the
date first above written.




Company:




ACCESS
PHARMACEUTICALS, INC.




By: /s/
Stephen B.
Thompson


Name:  Stephen
B. Thompson


Title:   Vice
President,


Chief
Financial Officer










[Rights
Agent signature appears on following page]























Rights
Agent:




AMERICAN
STOCK TRANSFER & TRUST COMPANY, as Rights Agent




By: /s/
Herbert J.
Lemmer


Name:
Herbert J. Lemmer


Title:  Vice
President