Unassociated Document


    


      EXHIBIT
        10.43

      
        

        

      

       

      


      AMENDMENT
        TO 7.0% (SUBJECT TO ADJUSTMENT) CONVERTIBLE 

      PROMISSORY
        NOTES DUE OCTOBER 26, 2007

      


      This
        Amendment to 7.0% (Subject to Adjustment) Convertible Promissory Notes
        previously Due September 13, 2005, dated as of October 26, 2007 and currently
        due October 26, 2007 (the "Amendment"),
        is by
        and among Access Pharmaceuticals, Inc., a Delaware corporation (the
        "Company"),
        and
        each of Oracle Partners LP, Oracle Institutional Partners LP, SAM Oracle
        Investments Inc. and Oracle Offshore Ltd. (each, a "Holder"),
        amending certain provisions of those certain 7.0% (Subject to Adjustment)
        Convertible Promissory Notes Due October 26, 2007 (each as amended and in
        effect
        from time to time, a "Note")
        from
        the Company to each Holder in the original principal amount of $2,524,500,
        $698,500, $660,000 and $132,000, respectively. Terms not otherwise defined
        herein which are defined in any Note shall have the same respective meanings
        herein as therein.

      


      WHEREAS,
        the Company and each Holder have agreed to modify certain terms and conditions
        of each Note 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 Each Note.
        Each
        Note is hereby amended as follows:

      


      (a)  The
        title
        of each Note is hereby deleted in its entirety and replaced with the
        following:

      


      "7.0%
        (Subject to Adjustment) Convertible Promissory Note Due October
        26, 2007."

      


      (b)  All
        references to "October 26, 2007" in each Note are hereby deleted and replaced
        with "November 16, 2007." 

      


      2. Condition
        to Effectiveness.
        This
        Amendment shall not become effective until each Holder receives a counterpart
        of
        this Amendment executed by the Company.

      


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

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      4. No
        Waiver.
        Nothing
        contained herein shall constitute a waiver of, impair or otherwise affect,
        any
        obligation of the Company under any Note or any rights of any Holder 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 Texas (without reference to conflict of laws).

      


      


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      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
	 	 	 
	 Holders:	 
	 	 	 
	 ORACLE PARTNERS LP
	 	 	 
	 By:	 /s/ Joel Liffmann
	 	 Name: Joel Liffmann
	 	 Title: Authorized Agent
	 	 	 
	ORACLE INSTITUTIONAL PARTNERS LP
	 	 	 
	 By:	 /s/
                  Joel Liffmann
	 	 Name: Joel Liffmann
	 	 Title: Authorized Agent
	 	 	 
	 SAM ORACLE INVESTMENTS INC.
	 	 	 
	 By:	 /s/
                  Joel Liffmann
	 	 Name: Joel Liffmann
	 	 Title: Authorized Agent
	 	 	 
	 ORACLE OFFSHORE LTD.
	 	 	 
	 By:	 /s/
                  Joel Liffmann
	 	 Name: Joel Liffmann
	 	 Title: Authorized Agent