Amendment to Sublicense Agreement


Exhibit 10.33


AMENDMENT TO SUBLICENSE AGREEMENT





            This Amendment to Sublicense
  Agreement (this "Amendment") is entered into on this 28th day of February, 2002 ("Effective Date"), by and
  between Procept, Inc. (formerly Pacific Pharmaceuticals, Ins.), a Delaware corporation with offices at 369 Lexington Avenue, 10th
  Floor, New York, New York 10017 ("Procept"), and AOI Pharmaceuticals, Inc., a subsidiary of Access Oncology, Inc., a Delaware
  corporation with offices at 750 Lexington Avenue, 26th Floor, New York, New York 10022 ("AOIP") (Procept and
  AOIP sometimes collectively referred to as "Parties").


            WHEREAS, Procept
entered into a license agreement (the "License Agreement") on or about March 17, 1998 with The Penn State Research
Foundation ("Foundation"), pursuant to which Procept received an exclusive worldwide license to certain Patent Rights
(as defined therein) and Know-how (as defined therein);


            WHEREAS, Procept
has sub-licensed certain of its interests, rights and obligations under the License Agreement to AOIP pursuant to a sublicense
agreement entered into by and between Procept and AOIP on or about October 13, 2000 (such sublicense agreement, the
"Sublicense Agreement");


            WHEREAS,
Foundation and the United States Public Health Service have agreed to enter into an interinstitutional agreement (the
"Interinstitutional Agreement"), a copy of which is attached hereto as Exhibit A, pursuant to which Foundation shall
exclusively license its rights under the License Agreement to PHS, such Interinstitutional Agreement to become effective upon
execution of the Revised License Agreement (as defined below);


            WHEREAS, Procept
and PHS have agreed to enter into a revised license agreement, a copy of which is attached hereto as Exhibit B, regarding the
Patent Rights (such revised license agreement, the "Revised License Agreement"), which Revised License Agreement
shall supersede and terminate the terms and conditions of the License Agreement;


            WHEREAS, as a
condition to executing the Revised License Agreement, PHS has requested that Procept amend the Sublicense Agreement to secure
certain obligations from AOIP;


            WHEREAS, Procept
and AOIP wish to facilitate the development and commercialization of the Licensed Products) and Licensed Processes) (as such terms
are defined in the Revised License Agreement);


            NOW, THEREFORE,
in consideration of the foregoing premises and the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following:









	

AOIP shall be bound by the terms of
Section 4.02 of the Revised License Agreement.


  
	

AOTP shall not sublicense its rights
under the Sublicense Agreement without the consent of PHS, which consent shall not be unreasonably withheld, and without reasonable
notice to Procept.


  
	

This Amendment
will be governed by and construed in accordance with the laws of the State of
New York without regard to its conflict of law rules.


  
	

This Amendment
may be signed in one or more counterparts, each of which is to be considered an
original, and taken together as one and the same document.


  



            IN WITNESS
WHEREOF, the Parties acknowledge by the signatures below of their authorized representatives that they have read this Amendment
and understand and agree to be bound by its terms and conditions.


 

	PROCEPT, INC.

      369 Lexington Avenue

      10th Floor

      New York, NY 10017  	AOI PHARMACEUTICALS, INC.

      An Access Oncology Company

      750 Lexington Avenue

      26th Floor

      New York, NY 10022  
	 	 
	 	 
	By:  /s/  Salvatore A. Bucci                   

            Name: Salvatore A. Bucci 

            Title:   President and Chief Executive Officer 	By:  /s/  I. Craig Henderson                          

            Name:  I. Craig Henderson

            Title:   Chief Executive Officer