Unassociated Document


    EXHIBIT
      10.24

    
      

      

    

    
 

    INVESTOR
      RIGHTS AGREEMENT

     

    This
      Investor Rights Agreement (this “Agreement”)
      is
      made and entered into as of November 10, 2007 among Access Pharmaceuticals,
      Inc., a Delaware corporation (the “Company”),
      and
      each of the purchasers executing this Agreement and listed on Schedule
      1
      attached
      hereto (collectively, the “Purchasers”).
      

     

    This
      Agreement is being entered into pursuant to the Preferred Stock and Warrant
      Purchase Agreement, dated as of November 7, 2007, by and among the Company
      and
      the Purchasers (the “Purchase
      Agreement”).

     

    The
      Company and the Purchasers hereby agree as follows: 

     

    1. Definitions.

     

    Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Purchase Agreement. As used in this Agreement, the following terms
      shall have the following meanings: 

     

    “Advice”
shall
      have the meaning set forth in Section 3(m). 

     

    “Affiliate”
means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, “control,” when used with respect to any Person,
      means the possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities, by contract or otherwise; and the terms of
      “affiliated,” “controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Blackout
      Period”
shall
      have the meaning set forth in Section 3(n).

     

    “Board”
shall
      have the meaning set forth in Section 3(n). 

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a legal holiday
      or a
      day on which banking institutions in the State of Texas generally are authorized
      or required by law or other government actions to close.

     

    “Commission”
means
      the Securities and Exchange Commission. 

     

    “Common
      Stock”
means
      the Company’s Common Stock, par value $0.01 per share.

     

    “Conversion
      Shares”
means
      the shares of Common Stock issuable upon conversion of the Preferred Stock
      and
      Warrants purchased by the Purchasers pursuant to the Purchase Agreement,
      including, without limitation, shares of Common Stock issued in payment of
      dividends due on the Preferred Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Effectiveness
      Date”
means,
      with respect to the Initial Registration Statement required to be filed
      hereunder, the 90th
      calendar
      day following the date hereof (or, in the event of a “review” by the Commission,
      the 120th calendar day following the date hereof) and with respect to any
      additional Registration Statements which may be required pursuant to Section
      3(b), the 30th
      calendar
      day following the date on which an additional Registration Statement is required
      to be filed hereunder; provided,
      however,
      that in
      the event the Company is notified by the Commission that one or more of the
      above Registration Statements will not be reviewed or is no longer subject
      to
      further review and comments, the Effectiveness Date as to such Registration
      Statement shall be no later than the fifth trading day following the date on
      which the Company is so notified if such date precedes the dates otherwise
      required above.

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2.

     

    “Event”
shall
      have the meaning set forth in Section 7(e). 

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Filing
      Date”
means
      the 30th day following the Closing Date and, with respect to any additional
      Registration Statements which may be required pursuant to Section 3(b), the
      earliest practical date on which the Company is permitted by SEC Guidance to
      file such additional Registration Statement related to the Registrable
      Securities.

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities, including without limitation the Purchasers and their assignees.
      

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Initial
      Registration Statement”
means
      the initial Registration Statement which includes the Initial Shares filed
      pursuant to this Agreement.

     

    “Initial
      Shares”
means
      a
      number of Registrable Securities equal to the lesser of (i) the total number
      of
      Registrable Securities and (ii) one-third of the number of issued and
      outstanding shares of Common Stock that are held by non-affiliates of the
      Company on the day immediately prior to the filing date of the Initial
      Registration Statement.

     

    “Losses”
shall
      have the meaning set forth in Section 5(a). 

     

    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

     

    “Preferred
      Stock”
means
      the Company’s Series A Cumulative Convertible Preferred Stock, par value $0.01
      per share.

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened. 

     

    
      
        
        

      

      
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    “Prospectus”
means
      the prospectus included in any Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by such Registration Statement,
      and all other amendments and supplements to the Prospectus, including
      post-effective amendments, and all material incorporated by reference in such
      Prospectus.

     

    “Purchased
      Shares”
means
      the shares of Preferred Stock purchased by the Purchasers pursuant to the
      Purchase Agreement.

     

    “Registrable
      Securities”
means
      (a) the Conversion Shares and the Warrant Shares (without regard to any
      limitations on beneficial ownership contained in the Preferred Stock or the
      Warrants) or other securities issued or issuable to each Purchaser or its
      transferee or designee (i) upon conversion of the Purchased Shares and/or upon
      exercise of the Warrants, or (ii) upon any dividend or distribution with respect
      to, any exchange for or any replacement of such Purchased Shares, Conversion
      Shares, Warrants or Warrant Shares or (iii) upon any conversion, exercise or
      exchange of any securities issued in connection with any such distribution,
      exchange or replacement; or (iv) in connection with any anti-dilution provisions
      in the Certificate of Designation or the Warrants without giving effect to
      any
      limitations on conversion set forth in the Certificate of Designation or
      limitations on exercise set forth in the Warrants; (b) securities issued or
      issuable upon any stock split, stock dividend, recapitalization or similar
      event
      with respect to the foregoing; and (c) any other security issued as a dividend
      or other distribution with respect to, in exchange for, in replacement or
      redemption of, or in reduction of the liquidation value of, any of the
      securities referred to in the preceding clauses; provided, however, that such
      securities shall cease to be Registrable Securities when such securities have
      been sold to or through a broker or dealer or underwriter in a public
      distribution or a public securities transaction or when such securities may
      be
      sold without any restriction pursuant to Rule 144(k) as determined by the
      counsel to the Company pursuant to a written opinion letter, addressed to the
      Company’s transfer agent to such effect as described in Section 2 of this
      Agreement.

     

    “Registration
      Statement”
means
      the registration statements and any additional registration statements
      contemplated by Section 2, including (in each case) the Prospectus, amendments
      and supplements to such registration statement or Prospectus, including pre-
      and
      post-effective amendments, all exhibits thereto, and all material incorporated
      by reference in such registration statement.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    
      
        
        

      

      
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    “Rule
      158”
means
      Rule 158 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended or interpreted from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      purpose and effect as such Rule.

     

    “SEC
      Guidance”
means
      (i) any publicly-available written or oral guidance, comments, requirements
      or
      requests of the Commission staff and (ii) the Securities Act.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended. 

     

    “Special
      Counsel”
means
      Wiggin and Dana LLP.

     

    “Warrants”
means
      the Common Stock purchase warrants issued pursuant to the Purchase Agreement,
      including, without limitation the Placement Agent Warrants.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon the exercise of the Warrants
      (including, without limitation, the Placement Agent Warrants) issued or to
      be
      issued to the Purchasers or their assignees or designees in connection with
      the
      offering consummated under the Purchase Agreement. 

     

    
      
        
        

      

      
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    2. Registration.
      As soon
      as possible following the Closing Date (but not later than the Filing Date),
      the
      Company shall prepare and file with the Commission a “shelf” Registration
      Statement for the resale of all or such maximum portion of the Registrable
      Securities as permitted by SEC Guidance (provided that the Company shall use
      diligent efforts to advocate with the Commission for the registration of all
      of
      the Registrable Securities in accordance with the SEC Guidance, including
      without limitation, the Manual of Publicly Available Telephone Interpretations
      D.29) that are not then registered on an effective Registration Statement for
      an
      offering to be made on a continuous basis pursuant to Rule 415. The Registration
      Statement shall be on Form S-3 (or if such form is not available to the Company
      on another form appropriate for such registration in accordance herewith).
      The
      Company shall use its best efforts to cause the Registration Statement to be
      declared effective under the Securities Act not later than ninety (90) days
      after the Filing Date (including filing with the Commission a request for
      acceleration of effectiveness in accordance with Rule 461 promulgated under
      the
      Securities Act within five (5) Business Days of the date that the Company is
      notified (orally or in writing, whichever is earlier) by the Commission that
      a
      Registration Statement will not be “reviewed,” or not be subject to further
      review) and to keep such Registration Statement continuously effective under
      the
      Securities Act until such date as is the earlier of (x) the date when all
      Registrable Securities covered by such Registration Statement have been sold
      or
      (y) with respect to such Holder, such time as all Registrable Securities held
      by
      such Holder may be sold without any restriction pursuant to Rule 144(k) as
      determined by the counsel to the Company pursuant to a written opinion letter,
      addressed to the Company’s transfer agent to such effect (the “Effectiveness
      Period”).
      The
      Company shall telephonically request effectiveness of a Registration Statement
      as of 5:00 p.m. New York City time on a Trading Day. The Company shall
      immediately notify the Holders via facsimile or by e-mail of the effectiveness
      of a Registration Statement on the same Trading Day that the Company
      telephonically confirms effectiveness with the Commission, which shall be the
      date requested for effectiveness of such Registration Statement. The Company
      shall, by 9:30 a.m. New York City time on the Trading Day after the effective
      date of such Registration Statement, file a final Prospectus with the Commission
      as required by Rule 424. For purposes of the obligations of the Company under
      this Agreement, no Registration Statement shall be considered “effective” with
      respect to any Registrable Securities unless such Registration Statement lists
      the Holders of such Registrable Securities as “Selling Stockholders” and
      includes such other information as is required to be disclosed with respect
      to
      such Holders to permit them to sell their Registrable Securities pursuant to
      such Registration Statement, unless any such Holder is not included as a
“Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also
      shall cover, to the extent allowable under the Securities Act and the Rules
      promulgated thereunder (including Securities Act Rule 416), such indeterminate
      number of additional shares of Common Stock resulting from stock splits, stock
      dividends or similar transactions with respect to the Registrable Securities.
      Notwithstanding the foregoing or any other provision of this Agreement, and
      subject to the payment of liquidated damages pursuant to Section 7(e), if any
      SEC Guidance sets forth a limitation on the number of Registrable Securities
      permitted to be registered on a particular Registration Statement (and
      notwithstanding that the Company used diligent efforts to advocate with the
      Commission for the registration of all or a greater portion of Registrable
      Securities), unless otherwise directed in writing by a Holder as to its
      Registrable Securities, the number of Registrable Securities to be registered
      on
      such Registration Statement will first be reduced by the Common Stock underlying
      the Placement Agent Warrants and second by Registrable Securities represented
      by
      Warrant Shares (applied, in the case that some Warrant Shares may be registered,
      to the Holders on a pro rata basis based on the total number of unregistered
      Warrant Shares held by such Holders); provided, however, that, prior to any
      reduction in the number of Registrable Securities included in a Registration
      Statement as set forth in this sentence, the number of shares of Common Stock
      that are not Registrable Securities and which shall have been included on such
      Registration Statement shall be reduced by up to 100%.

     

    
      
        
        

      

      
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    3. Registration
      Procedures.

     

    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

     

    (a)
      Prepare and file with the Commission on or prior to the Filing Date, a
      Registration Statement on Form S-3 (or if such form is not available to the
      Company on another form appropriate for such registration in accordance
      herewith) (which shall include a Plan of Distribution substantially in the
      form
      of Exhibit
      A
      attached
      hereto), and cause the Registration Statement to become effective and remain
      effective as provided herein; provided, however, that not less than three (3)
      Business Days prior to the filing of the Registration Statement or any related
      Prospectus or any amendment or supplement thereto, the Company shall (i) furnish
      to the each Holder and the Special Counsel, copies of all such documents
      proposed to be filed, which documents (other than those incorporated by
      reference) will be subject to the review of such Special Counsel, and (ii)
      at
      the request of any Holder cause its officers and directors, counsel and
      independent certified public accountants to respond to such inquiries as shall
      be necessary, in the reasonable opinion of counsel to such Holders, to conduct
      a
      reasonable investigation within the meaning of the Securities Act. The Company
      shall not file the Registration Statement or any such Prospectus or any
      amendments or supplements thereto to which the Holders of a majority of the
      Registrable Securities or the Special Counsel shall reasonably object within
      three (3) Business Days after their receipt thereof. In the event of any such
      objection, the Holders shall provide the Company with any requested revisions
      to
      such prospectus or supplement within two (2) Business Days after such
      objection.

     

    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement as may be necessary to keep the
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period and to the extent any Registrable
      Securities are not included in such Registration Statement for reasons other
      than the failure of the Holder to comply with Section 3(m) hereof, shall prepare
      and file with the Commission such amendments to the Registration Statement
      or
      such additional Registration Statements as are appropriate in order to register
      for resale under the Securities Act all Registrable Securities; (ii) cause
      the
      related Prospectus to be amended or supplemented by any required Prospectus
      supplement, and as so supplemented or amended to be filed pursuant to Rule
      424
      (or any similar provisions then in force) promulgated under the Securities
      Act;
      (iii) respond as promptly as reasonably practicable, and in no event later
      than
      ten (10) Business Days to any comments received from the Commission with respect
      to the Registration Statement or any amendment thereto and as promptly as
      reasonably practicable provide the Holders true and complete copies of all
      correspondence from and to the Commission relating to the Registration
      Statement, but not, without the prior written consent of the Holders, any
      comments that would result in the disclosure to the Holders of material and
      non-public information concerning the Company; and (iv) comply in all material
      respects with the provisions of the Securities Act and the Exchange Act with
      respect to the disposition of all Registrable Securities covered by the
      Registration Statement during the applicable period in accordance with the
      intended methods of disposition by the Holders thereof set forth in the
      Registration Statement as so amended or in such Prospectus as so supplemented.
      Subject to the payment of any liquidated damages that may be payable pursuant
      to
      Section 7(e), the Company shall not be deemed to be in breach of this Section
      3(b) if it fails to register any Registrable Securities or file a Registration
      Statement, in either case, in order to comply with any SEC Guidance; provided
      that the Company uses diligent efforts to advocate with the Commission for
      the
      registration of all or a greater portion of Registrable Securities.

     

    
      
        
        

      

      
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    (c) Notify
      Holders of Registrable Securities to be sold and the Special Counsel as promptly
      as reasonably practicable (A) when a Prospectus or any Prospectus supplement
      or
      post-effective amendment to the Registration Statement is proposed to be filed
      (but in no event in the case of this subparagraph (A), less than three (3)
      Business Days prior to date of such filing); (B) when the Commission notifies
      the Company whether there will be a “review” of such Registration Statement and
      whenever the Commission comments in writing on such Registration Statement;
      and
      (C) with respect to the Registration Statement or any post-effective amendment,
      when the same has become effective, and after the effectiveness thereof: (i)
      of
      any request by the Commission or any other Federal or state governmental
      authority for amendments or supplements to the Registration Statement or
      Prospectus or for additional information; (ii) of the issuance by the Commission
      of any stop order suspending the effectiveness of the Registration Statement
      covering any or all of the Registrable Securities or the initiation of any
      Proceedings for that purpose; (iii) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (iv) if the financial statements included in the Registration
      Statement become ineligible for inclusion therein or of the occurrence of any
      event that makes any statement made in the Registration Statement or Prospectus
      or any document incorporated or deemed to be incorporated therein by reference
      untrue in any material respect or that requires any revisions to the
      Registration Statement, Prospectus or other documents so that, in the case
      of
      the Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not misleading.
      Without limitation to any remedies to which the Holders may be entitled under
      this Agreement, if any of the events described in Section 3(c)(C)(i),
      3(c)(C)(ii), 3(c)(C)(iii) or 3(c)(C)(iv) occur, the Company shall use its best
      efforts to respond to and correct the event.

     

    (d) Use
      its
      best efforts to avoid the issuance of, or, if issued, use best efforts to obtain
      the withdrawal of, (i) any order suspending the effectiveness of the
      Registration Statement or (ii) any suspension of the qualification (or exemption
      from qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable time. 

     

    (e) If
      requested by any Holder of Registrable Securities, (i) promptly incorporate
      in a
      Prospectus supplement or post-effective amendment to the Registration Statement
      such information as the Company reasonably agrees should be included therein
      and
      (ii) make all required filings of such Prospectus supplement or such
      post-effective amendment as soon as reasonably practicable after the Company
      has
      received notification of the matters to be incorporated in such Prospectus
      supplement or post-effective amendment.

     

    (f) Furnish
      to each Holder and the Special Counsel, without charge, at least one conformed
      copy of each Registration Statement and each amendment thereto, including
      financial statements and schedules, and all exhibits to the extent requested
      by
      such Person (including those previously furnished or incorporated by reference)
      promptly after the filing of such documents with the Commission.

     

    (g) Promptly
      deliver to each Holder and the Special Counsel, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request; and
      the
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by each of the selling Holders in connection with the
      offering and sale of the Registrable Securities covered by such Prospectus
      and
      any amendment or supplement thereto. 

     

    
      
        
        

      

      
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    (h) Prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with the selling Holders and the Special Counsel in
      connection with the registration or qualification (or exemption from such
      registration or qualification) of such Registrable Securities for offer and
      sale
      under the securities or Blue Sky laws of such jurisdictions within the United
      States as any Holder requests in writing, to keep each such registration or
      qualification (or exemption therefrom) effective during the Effectiveness Period
      and to do any and all other acts or things necessary or advisable to enable
      the
      disposition in such jurisdictions of the Registrable Securities covered by
      a
      Registration Statement; provided, however, that the Company shall not be
      required to qualify generally to do business in any jurisdiction where it is
      not
      then so qualified or to take any action that would subject it to general service
      of process in any jurisdiction where it is not then so subject or subject the
      Company to any material tax in any such jurisdiction where it is not then so
      subject.

     

    (i) Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates shall be free, to the extent
      permitted by applicable law and the Purchase Agreement, of all restrictive
      legends, and to enable such Registrable Securities to be in such denominations
      and registered in such names as any Holder may request at least two (2) Business
      Days prior to any sale of Registrable Securities. In connection therewith,
      the
      Company shall promptly after the effectiveness of the Registration Statement
      cause an opinion of counsel to be delivered to and maintained with its transfer
      agent, together with any other authorizations, certificates and directions
      required by the transfer agent, which authorize and direct the transfer agent
      to
      issue such Registrable Securities without legend upon sale by the Holder of
      such
      shares of Registrable Securities under the Registration Statement.

     

    (j) Following
      the occurrence of any event contemplated by Section 3(c)(C)(iv), as promptly
      as
      possible, prepare a supplement or amendment, including a post-effective
      amendment, to the Registration Statement or a supplement to the related
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference, and file any other required document so that, as thereafter
      delivered, neither the Registration Statement nor such Prospectus will contain
      an untrue statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading. 

     

    (k) Cause
      all
      Registrable Securities relating to such Registration Statement to be listed
      on
      any United States securities exchange, quotation system, market or
      over-the-counter bulletin board on which similar securities issued by the
      Company are then listed. 

     

    (l) Comply
      in
      all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders earnings
      statements satisfying the provisions of Section 11(a) of the Securities Act
      and
      Rule 158 not later than 45 days after the end of any 3-month period (or 90
      days
      after the end of any 12-month period if such period is a fiscal year) commencing
      on the first day of the first fiscal quarter of the Company after the effective
      date of the Registration Statement, which statement shall conform to the
      requirements of Rule 158.

     

    
      
        
        

      

      
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    (m) The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and, if required by the Commission, the natural persons thereof that
      have
      voting and dispositive control over the shares. During any periods that the
      Company is unable to meet its obligations hereunder with respect to the
      registration of the Registrable Securities solely because any Holder fails
      to
      furnish such information within three Trading Days of the Company’s request, any
      liquidated damages that are accruing at such time as to such Holder only shall
      be tolled, and the Company may exclude from such registration the Registrable
      Securities of any such Holder who fails to furnish such information within
      a
      reasonable time prior to the filing of each Registration Statement, supplemented
      Prospectus and/or amended Registration Statement, until such information is
      delivered to the Company. Each Holder agrees to furnish to the Company a
      completed questionnaire in the form attached to this Agreement as Annex
      B
      (a
“Selling
      Shareholder Questionnaire”)
      not
      less than two (2) Trading Days prior to the Filing Date or by the end of the
      fourth (4th)
      Trading
      Day following the date on which such Holder receives draft materials in
      accordance with this Section. 

    


    If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to the
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.

     

    Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c)(C)(i), 3(c)(C)(ii), 3(c)(C)(iii), 3(c)(C)(iv), or
      3(n), such Holder will forthwith discontinue disposition of such Registrable
      Securities under the Registration Statement until such Holder’s receipt of the
      copies of the supplemented Prospectus and/or amended Registration Statement
      contemplated by Section 3(j), or until it is advised in writing (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement; provided, that, notwithstanding the foregoing provisions
      of this Section 3(m), the Holders shall not be prohibited from selling
      Registrable Securities under the Registration Statement as a result of any
      event
      of the kind described in this Section 3(m) for more than an aggregate of 60
      days
      in any 12-month period.

     

    (n) If
      (i)
      there is material non-public information regarding the Company which the
      Company’s Board of Directors (the “Board”)
      reasonably determines not to be in the Company’s best interest to disclose and
      which the Company is not otherwise required to disclose, or (ii) there is a
      significant business opportunity (including, but not limited to, the acquisition
      or disposition of assets (other than in the ordinary course of business) or
      any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board reasonably determines not to be in the Company’s
      best interest to disclose and which the Company would be required to disclose
      under the Registration Statement, then the Company may (i) postpone or suspend
      filing or effectiveness of a registration statement or (ii) notify the Holders
      that the Registration Statement may not be used in connection with any sales
      of
      the Company’s securities, in each case, for a period not to exceed 30
      consecutive days, provided that the Company may not postpone or suspend its
      obligation under this Section 3(n) for more than 60 days in the aggregate during
      any 12 month period (each, a “Blackout
      Period”).

     

    
      
        
        

      

      
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    4. Registration
      Expenses.

     

    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company shall be borne by the Company whether or not the Registration
      Statement is filed or becomes effective and whether or not any Registrable
      Securities are sold pursuant to the Registration Statement. The fees and
      expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with each
      securities exchange, quotation system, market or over-the-counter bulletin
      board
      on which Registrable Securities are required hereunder to be listed, (B) with
      respect to filings required to be made with the Commission, and (C) in
      compliance with state securities or Blue Sky laws (including, without
      limitation, reasonable and documented fees and disbursements of Special Counsel
      in connection with Blue Sky qualifications of the Registrable Securities and
      determination of the eligibility of the Registrable Securities for investment
      under the laws of such jurisdictions as the Holders of a majority of Registrable
      Securities may designate)), (ii) printing expenses (including, without
      limitation, expenses of printing certificates for Registrable Securities and
      of
      printing or photocopying prospectuses), (iii) messenger, telephone and delivery
      expenses, (iv) Securities Act liability insurance, if the Company so desires
      such insurance, (v) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement, including, without limitation, the Company’s independent public
      accountants (including, in the case of an underwritten offering, the expenses
      of
      any comfort letters or costs associated with the delivery by independent public
      accountants of a comfort letter or comfort letters) and legal counsel, and
      (vi)
      reasonable and documented fees and expenses of the Special Counsel in connection
      with any Registration Statement hereunder. In addition, the Company shall be
      responsible for all of its internal expenses incurred in connection with the
      consummation of the transactions contemplated by this Agreement (including,
      without limitation, all salaries and expenses of its officers and employees
      performing legal or accounting duties), the expense of any annual audit, the
      fees and expenses incurred in connection with the listing of the Registrable
      Securities on any securities exchange as required hereunder.

     

    
      
        
        

      

      
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    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, brokers (including
      brokers who offer and sell Registrable Securities as principal as a result
      of a
      pledge or any failure to perform under a margin call of Common Stock),
      investment advisors and employees of each of them, each Person who controls
      any
      such Holder (within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act) and the officers, directors, agents and employees of
      each such controlling Person, to the fullest extent permitted by applicable
      law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, costs of preparation and reasonable attorneys’
fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained or incorporated by reference in the Registration
      Statement, any Prospectus or any form of prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus, or arising out of or
      relating to any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      any
      Prospectus or form of prospectus or amendment or supplement thereto, in the
      light of the circumstances under which they were made) not misleading, except
      to
      the extent, but only to the extent, that (i) such untrue statements or omissions
      are based solely upon information regarding such Holder furnished in writing
      to
      the Company by such Holder expressly for use therein, which information was
      reasonably relied on by the Company for use therein or to the extent that such
      information relates to (x) such Holder and was reviewed and expressly approved
      in writing by such Holder expressly for use in the Registration Statement,
      such
      Prospectus or such form of prospectus or in any amendment or supplement thereto
      or (y) such Holder’s proposed method of distribution of Registrable Securities
      as set forth in Exhibit
      A
      (or as
      such Holder otherwise informs the Company in writing); or (ii) in the case
      of an
      occurrence of an event of the type described in Section 3(c)(C)(ii),
      3(c)(C)(iii), 3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or
      defective Prospectus after the delivery to the Holder of written notice from
      the
      Company that the Prospectus is outdated or defective and prior to the receipt
      by
      such Holder of the Advice contemplated in Section 3(m); provided, however,
      that
      the indemnity agreement contained in this Section 5(a) shall not apply to
      amounts paid in settlement of any Losses if such settlement is effected without
      the prior written consent of the Company, which consent shall not be
      unreasonably withheld. The Company shall notify the Holders promptly of the
      institution, threat or assertion of any Proceeding of which the Company is
      aware
      in connection with the transactions contemplated by this Agreement. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of an Indemnified Party (as defined in Section 5(c) to
      this
      Agreement) and shall survive the transfer of the Registrable Securities by
      the
      Holders.

     

    
      
        
        

      

      
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    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents and employees
      of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising solely out of or based solely
      upon any untrue statement of a material fact contained in the Registration
      Statement, any Prospectus, or any form of prospectus, or in any amendment or
      supplement thereto, or arising solely out of or based solely upon any omission
      of a material fact required to be stated therein or necessary to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement thereto, in the light of the circumstances under which they were
      made) not misleading, to the extent, but only to the extent, that (i) such
      untrue statement or omission is contained in or omitted from any information
      so
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      the Registration Statement or such Prospectus and that such information was
      reasonably relied upon by the Company for use in the Registration Statement,
      such Prospectus, or in any amendment or supplement thereto, or to the extent
      that such information relates to (x) such Holder and was reviewed and expressly
      approved in writing by such Holder expressly for use in the Registration
      Statement, such Prospectus, or such form of prospectus or in any amendment
      or
      supplement thereto or (y) such Holder’s proposed method of distribution of
      Registrable Securities as set forth in Exhibit
      A
      (or as
      such Holder otherwise informs the Company in writing), (ii) in the case of
      an
      occurrence of an event of the type described in Section 3(c)(C)(ii),
      3(c)(C)(iii), 3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or
      defective Prospectus after the delivery to the Holder of written notice from
      the
      Company that the Prospectus is outdated or defective and prior to the receipt
      by
      such Holder of the Advice contemplated in Section 3(m) or (iii) such Holder’s
      failure to comply with the Prospectus delivery requirements of the Securities
      Act through no fault of the Company; provided, however, that the indemnity
      agreement contained in this Section 5(b) shall not apply to amounts paid in
      settlement of any Losses if such settlement is effected without the prior
      written consent of the Holder, which consent shall not be unreasonably withheld.
      Notwithstanding anything to the contrary contained herein, the Holder shall
      be
      liable under this Section 5(b) for only that amount as does not exceed the
      net
      proceeds to such Holder as a result of the sale of Registrable Securities
      pursuant to such Registration Statement. 

     

    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party promptly shall notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all reasonable fees and expenses incurred
      in connection with defense thereof; provided, that the failure of any
      Indemnified Party to give such notice shall not relieve the Indemnifying Party
      of its obligations or liabilities pursuant to this Agreement, except (and only)
      to the extent that it shall be finally determined by a court of competent
      jurisdiction (which determination is not subject to appeal or further review)
      that such failure shall have proximately and materially adversely prejudiced
      the
      Indemnifying Party. 

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      in writing by counsel that a conflict of interest is likely to exist if the
      same
      counsel were to represent such Indemnified Party and the Indemnifying Party
      (in
      which case, if such Indemnified Party notifies the Indemnifying Party in writing
      that it elects to employ separate counsel at the expense of the Indemnifying
      Party, the Indemnifying Party shall not have the right to assume the defense
      thereof and such counsel shall be at the reasonable expense of the Indemnifying
      Party). The Indemnifying Party shall not be liable for any settlement of any
      such Proceeding effected without its written consent, which consent shall not
      be
      unreasonably withheld. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such Proceeding and does
      not
      impose any monetary or other obligation or restriction on the Indemnified Party.
      

     

    
      
        
        

      

      
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    All
      reasonable fees and expenses of the Indemnified Party (including reasonable
      fees
      and expenses to the extent incurred in connection with investigating or
      preparing to defend such Proceeding in a manner not inconsistent with this
      Section) shall be paid to the Indemnified Party, as incurred, within ten (10)
      Business Days of written notice thereof to the Indemnifying Party, which notice
      shall be delivered no more frequently than on a monthly basis (regardless of
      whether it is ultimately determined that an Indemnified Party is not entitled
      to
      indemnification hereunder; provided, that the Indemnifying Party may require
      such Indemnified Party to undertake to reimburse all such fees and expenses
      to
      the extent it is finally judicially determined that such Indemnified Party
      is
      not entitled to indemnification hereunder).

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party because of a failure or refusal of a governmental authority
      to
      enforce such indemnification in accordance with its terms (by reason of public
      policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
      such
      Indemnified Party, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such Losses, in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party and
      Indemnified Party in connection with the actions, statements or omissions that
      resulted in such Losses as well as any other relevant equitable considerations.
      The relative fault of such Indemnifying Party and Indemnified Party shall be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission of a material fact, has been taken or made by, or relates
      to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such action, statement or omission. The amount paid or
      payable by a party as a result of any Losses shall be deemed to include, subject
      to the limitations set forth in Section 5(c), any reasonable attorneys’ or other
      reasonable fees or expenses incurred by such party in connection with any
      Proceeding to the extent such party would have been indemnified for such fees
      or
      expenses if the indemnification provided for in this Section was available
      to
      such party in accordance with its terms. Notwithstanding anything to the
      contrary contained herein, the Holder shall be required to contribute under
      this
      Section 5(d) for only that amount as does not exceed the net proceeds to such
      Holder as a result of the sale of Registrable Securities pursuant to such
      Registration Statement. 

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation. 

     

    
      
        
        

      

      
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    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties. The indemnity and contribution agreements herein are in addition to
      and
      not in diminution or limitation of any indemnification provisions under the
      Purchase Agreement.

     

    6. Rule
      144.

     

    As
      long
      as any Holder owns Purchased Shares, Conversion Shares, Warrants or Warrant
      Shares, the Company covenants to timely file (or obtain extensions in respect
      thereof and file within the applicable grace period) all reports required to
      be
      filed by the Company after the date hereof pursuant to Section 13(a) or 15(d)
      of
      the Exchange Act. As long as any Holder owns Purchased Shares, Conversion
      Shares, Warrants or Warrant Shares, if the Company is not required to file
      reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare
      and furnish to the Holders and make publicly available in accordance with Rule
      144(c) promulgated under the Securities Act annual and quarterly financial
      statements, together with a discussion and analysis of such financial statements
      in form and substance substantially similar to those that would otherwise be
      required to be included in reports required by Section 13(a) or 15(d) of the
      Exchange Act, as well as any other information required thereby, in the time
      period that such filings would have been required to have been made under the
      Exchange Act. The Company further covenants that it will take such further
      action as any Holder may reasonably request, all to the extent required from
      time to time to enable such Person to sell Purchased Shares, Conversion Shares,
      Warrants and Warrant Shares without registration under the Securities Act within
      the limitation of the exemptions provided by Rule 144 promulgated under the
      Securities Act, including compliance with the provisions of the Purchase
      Agreement relating to the transfer of the Purchased Shares, Conversion Shares,
      Warrants and Warrant Shares. Upon the request of any Holder, the Company shall
      deliver to such Holder a written certification of a duly authorized officer
      as
      to whether it has complied with such requirements.

     

    7. Miscellaneous.

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.

     

    
      
        
        

      

      
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    (b) No
      Inconsistent Agreements.
      Except
      as otherwise disclosed in the Purchase Agreement, neither the Company nor any
      of
      its subsidiaries is a party to an agreement currently in effect, nor shall
      the
      Company or any of its subsidiaries, on or after the date of this Agreement,
      enter into any agreement with respect to its securities that is inconsistent
      with the rights granted to the Holders in this Agreement or otherwise conflicts
      with the provisions hereof. Without limiting the generality of the foregoing,
      other than with respect to the rights of the holders of the Company’s currently
      outstanding warrants and convertible notes and the common stock underlying
      such
      warrants and convertible notes, without the written consent of the Holders
      of a
      majority of the then outstanding Registrable Securities, the Company shall
      not
      grant to any Person the right to request the Company to register any securities
      of the Company under the Securities Act unless the rights so granted are subject
      in all respects to the rights of the Holders set forth herein, and are not
      otherwise in conflict with the provisions of this Agreement. 

     

    (c) Notice
      of Effectiveness.
      Within
      two (2) Business Days after the Registration Statement which includes the
      Registrable Securities is ordered effective by the Commission, the Company
      shall
      deliver, and shall cause legal counsel for the Company to deliver, to the
      transfer agent for such Registrable Securities (with copies to the Holders
      whose
      Registrable Securities are included in such Registration Statement) confirmation
      that the Registration Statement has been declared effective by the Commission
      in
      the form attached hereto as Exhibit
      B.

     

    (d) Piggy-Back
      Registrations.
      If at
      any time when there is not an effective Registration Statement covering all
      of
      the Registrable Securities, the Company shall determine to prepare and file
      with
      the Commission a registration statement relating to an offering for its own
      account or the account of others under the Securities Act of any of its equity
      securities, other than on Form S-4 or Form S-8 (each as promulgated under the
      Securities Act) or their then equivalents relating to equity securities to
      be
      issued solely in connection with any acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans and other than with respect to the rights of the holders of the
      Company’s currently outstanding warrants and convertible notes and the common
      stock underlying such warrants and convertible notes, the Company shall send
      to
      each Holder of Registrable Securities written notice of such determination
      and,
      if within seven (7) Business Days after receipt of such notice, any such Holder
      shall so request in writing (which request shall specify the Registrable
      Securities intended to be disposed of by the Holder), the Company will cause
      the
      registration under the Securities Act of all Registrable Securities which the
      Company has been so requested to register by the Holder, to the extent required
      to permit the disposition of the Registrable Securities so to be registered,
      provided that if at any time after giving written notice of its intention to
      register any securities and prior to the effective date of the registration
      statement filed in connection with such registration, the Company shall
      determine for any reason not to register or to delay registration of such
      securities, the Company may, at its election, give written notice of such
      determination to such Holder and, thereupon, (i) in the case of a determination
      not to register, shall be relieved of its obligation to register any Registrable
      Securities in connection with such registration (but not from its obligation
      to
      pay expenses in accordance with Section 4 hereof), and (ii) in the case of
      a
      determination to delay registering, shall be permitted to delay registering
      any
      Registrable Securities being registered pursuant to this Section 7(d) for the
      same period as the delay in registering such other securities. The Company
      shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered. In the case of an underwritten
      public offering, if the managing underwriter(s) or underwriter(s) should
      reasonably object to the inclusion of the Registrable Securities in such
      registration statement, then if the Company after consultation with the managing
      underwriter should reasonably determine that the inclusion of such Registrable
      Securities, would materially adversely affect the offering contemplated in
      such
      registration statement, and based on such determination recommends inclusion
      in
      such registration statement of fewer or none of the Registrable Securities
      of
      the Holders, then (x) the number of Registrable Securities of the Holders
      included in such registration statement shall be reduced pro-rata among such
      Holders (based upon the number of Registrable Securities requested to be
      included in the registration), if the Company after consultation with the
      underwriter(s) recommends the inclusion of fewer Registrable Securities, or
      (y)
      none of the Registrable Securities of the Holders shall be included in such
      registration statement, if the Company after consultation with the
      underwriter(s) recommends the inclusion of none of such Registrable Securities;
      provided, however, that if securities are being offered for the account of
      other
      persons or entities as well as the Company, such reduction shall not represent
      a
      greater fraction of the number of Registrable Securities intended to be offered
      by the Holders than the fraction of similar reductions imposed on such other
      persons or entities (other than the Company).

     

    
      
        
        

      

      
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    (e) Failure
      to File Registration Statement; Failure to Become Effective and Other
      Events.
      The
      Company and the Holders agree that the Holders will suffer damages if the
      Registration Statement is not filed on or prior to the Filing Date and
      maintained in the manner contemplated herein during the Effectiveness Period.
      The Company and the Holders further agree that it would not be feasible to
      ascertain the extent of such damages with precision. Accordingly, if (i) the
      Registration Statement is not filed on or prior to the Filing Date, or (ii)
      the
      Company fails to file with the Commission a request for acceleration in
      accordance with Rule 461 promulgated under the Securities Act within five (5)
      Business Days of the date that the Company is notified (orally or in writing,
      whichever is earlier) by the Commission that a Registration Statement will
      not
      be “reviewed,” or not subject to further review, or (iii) a Registration
      Statement registering for resale all of the Initial Shares is not declared
      effective by the Commission by the Effectiveness Date of the Initial
      Registration Statement with the aggregate number of such Initial Shares divided
      among all Holders on a pro-rata basis based on their purchase of the Securities
      pursuant to the Purchase Agreement, or (iv) all of the Registrable Securities
      are not registered for resale pursuant to one or more effective Registration
      Statements on or before October 30, 2008, or (v) the Registration Statement
      is
      filed with and declared effective by the Commission but thereafter ceases to
      be
      effective as to all applicable Registrable Securities at any time prior to
      the
      expiration of the Effectiveness Period, without being succeeded immediately
      by a
      subsequent Registration Statement filed with the Commission, except as otherwise
      permitted by this Agreement, including pursuant to Section 3(n), or (vi) trading
      in the Common Stock shall be suspended or if the Common Stock is delisted from
      each securities exchange, quotation system, market or over-the-counter bulletin
      board on which Registrable Securities are required hereunder to be listed (each
      an “Exchange”),
      without immediately being listed on any other Exchange, for any reason for
      more
      than five (5) Business Days, other than pursuant to Section 3(n), or (vii)
      the
      Company refuses or fails to effect any exercise of Warrants into Warrant Shares
      in accordance with the terms of the Warrants for any reason without the consent
      of the particular Holder (any such failure or breach being referred to as an
      “Event”),
      the
      Company shall, as the remedy for same, pay in cash as liquidated damages for
      such failure and not as a penalty to each Holder an amount equal to one percent
      (1%) of such Holder’s Subscription Amount for the initial thirty (30) day period
      until the applicable Event has been cured, which shall be pro rated for such
      periods less than thirty (30) days and one percent (1%) of such Holder’s
      Subscription Amount for each subsequent thirty (30) day period until the
      applicable Event has been cured which shall be pro rated for such periods less
      than thirty days (the “Periodic
      Amount”).
      Payments to be made pursuant to this Section 7(e) shall be due and payable
      immediately upon demand in immediately available cash funds. The parties agree
      that the Periodic Amount represents a reasonable estimate on the part of the
      parties, as of the date of this Agreement, of the amount of damages that may
      be
      incurred by the Holders if the Registration Statement is not filed on or prior
      to the Filing Date and maintained in the manner contemplated herein during
      the
      Effectiveness Period or if any other Event as described herein has occurred.
      The
      parties further agree that the maximum aggregate liquidated damages payable
      to a
      Holder under this Section 7(e) shall be 10% of the aggregate Subscription Amount
      paid by such Holder pursuant to the Purchase Agreement. Notwithstanding the
      foregoing, the Company shall remain obligated to cure the breach or correct
      the
      condition that caused the Event, and the Holder shall have the right to take
      any
      action necessary or desirable to enforce such obligation. Each Holder of
      Registrable Securities acknowledges that, notwithstanding any provision of
      this
      Agreement, no damages shall be payable in connection with the Company’s
      imposition of a Blackout Period in accordance with Section 3(n) of this
      Agreement.

     

    
      
        
        

      

      
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    (f) Specific
      Enforcement, Consent to Jurisdiction.
      

     

    (i) The
      Company and the Holders acknowledge and agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement were not
      performed in accordance with their specific terms or were otherwise breached.
      It
      is accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent or cure breaches of the provisions of this Agreement
      and
      to enforce specifically the terms and provisions hereof, this being in addition
      to any other remedy to which any of them may be entitled by law or
      equity.

     

    (ii) Each
      of
      the Company and the Holders (i) hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts located in New York City, New
      York
      for the purposes of any suit, action or proceeding arising out of or relating
      to
      this Agreement and (ii) hereby waives, and agrees not to assert in any such
      suit, action or proceeding, any claim that it is not personally subject to
      the
      jurisdiction of such court, that the suit, action or proceeding is brought
      in an
      inconvenient forum or that the venue of the suit, action or proceeding is
      improper. Each of the Company and the Holders consents to process being served
      in any such suit, action or proceeding by mailing a copy thereof to such party
      at the address in effect for notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing in this Section 7(f) shall affect or limit any right to serve
      process in any other manner permitted by law. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    (g) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of at least 66% or more of the Registrable
      Securities (including, for this purpose, any Registrable Securities issuable
      upon conversion or exercise (as applicable) of any Preferred Stock or Warrant).
      If a Registration Statement does not register all of the Registrable Securities
      pursuant to a waiver or amendment done in compliance with the previous sentence,
      then the number of Registrable Securities to be registered for each Holder
      shall
      be reduced pro rata among all Holders and each Holder shall have the right
      to
      designate which of its Registrable Securities shall be omitted from such
      Registration Statement. Notwithstanding the foregoing, a waiver or consent
      to
      depart from the provisions hereof with respect to a matter that relates
      exclusively to the rights of Holders and that does not directly or indirectly
      affect the rights of other Holders may be given by Holders of the Registrable
      Securities to which such waiver or consent relates; provided, however, that
      the
      provisions of this sentence may not be amended, modified, or supplemented except
      in accordance with the provisions of the immediately preceding
      sentence.

     

    (h) Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earlier of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile telephone number specified for
      notice prior to 5:00 p.m., New York City time, on a Business Day, (ii) the
      next
      Business Day after the date of transmission, if such notice or communication
      is
      delivered via facsimile at the facsimile number specified in this Section on
      a
      day that is not a Business Day or later than 5:00 p.m., New York City time,
      on
      any date and earlier than 11:59 p.m., New York City time, on such date, (iii)
      the Business Day following the date of mailing, if sent by nationally recognized
      overnight courier service such as Federal Express or (iv) actual receipt by
      the
      party to whom such notice is required to be given. The addresses for such
      communications shall be with respect to each Holder at its address set forth
      under its name on Schedule
      1
      attached
      hereto, or with respect to the Company, addressed to: 

     

    Access
      Pharmaceuticals, Inc.

    2600
      Stemmons Freeway, Suite 176

    Dallas,
      Texas 75207

    Attention:
      President 

    Facsimile
      No.: (214) 905-5101

    


    or
      to
      such other address or addresses or facsimile number or numbers as any such
      party
      may most recently have designated in writing to the other parties hereto by
      such
      notice. Copies of notices to the Company shall be sent to: 

     

    Bingham
      McCutchen LLP

    150
      Federal Street

    Boston,
      Massachusetts 02110 

    Attention:
      John J. Concannon, III

    Facsimile
      No.: (617) 951-8736

    


    Copies
      of
      notices to any Holder shall be sent to the addresses, if any, listed on
Schedule
      1
      attached
      hereto. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

    (i) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns and shall inure to the benefit of each
      Holder and its successors and assigns; provided, that the Company may not assign
      this Agreement or any of its rights or obligations hereunder without the prior
      written consent of each Holder; and provided, further, that each Holder may
      assign its rights hereunder in the manner and to the Persons as permitted under
      the Purchase Agreement.

     

    (j) Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder to any transferee
      of
      such Holder of all or a portion of the Purchased Shares, the Warrants, the
      Warrant Shares or the Registrable Securities if: (i) the Holder agrees in
      writing with the transferee or assignee to assign such rights, and a copy of
      such agreement is furnished to the Company within a reasonable time after such
      assignment, (ii) the Company is, within a reasonable time after such transfer
      or
      assignment, furnished with written notice of (a) the name and address of such
      transferee or assignee, and (b) the securities with respect to which such
      registration rights are being transferred or assigned, (iii) following such
      transfer or assignment the further disposition of such securities by the
      transferee or assignees is restricted under the Securities Act and applicable
      state securities laws, (iv) at or before the time the Company receives the
      written notice contemplated by clause (ii) of this Section 7(j), the transferee
      or assignee agrees in writing with the Company to be bound by all of the
      provisions of this Agreement, and (v) such transfer shall have been made in
      accordance with the applicable requirements of the Purchase Agreement. The
      rights to assignment shall apply to the Holders (and to subsequent) successors
      and assigns.

     

    The
      Company may require, as a condition of allowing such assignment in connection
      with a transfer of Purchased Shares, Warrants, Warrant Shares or Registrable
      Securities (i) that the Holder or transferee of all or a portion of the
      Purchased Shares, the Warrants, the Warrant Shares or the Registrable Securities
      as the case may be, furnish to the Company a written opinion of counsel that
      is
      reasonably acceptable to the Company to the effect that such transfer may be
      made without registration under the Securities Act, (ii) that the Holder or
      transferee execute and deliver to the Company an investment letter in form
      and
      substance acceptable to the Company and (iii) that the transferee be an
“accredited investor” as defined in Rule 501(a) promulgated under the Securities
      Act.

     

    (k) Counterparts;
      Facsimile.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by electronic means or facsimile transmission, such signature shall
      create a valid binding obligation of the party executing (or on whose behalf
      such signature is executed) the same with the same force and effect as if such
      facsimile signature were the original thereof.

     

    (l) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to principles of conflicts of law
      thereof.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    (m) Cumulative
      Remedies.
      Unless
      otherwise provided herein, the remedies provided herein are cumulative and
      not
      exclusive of any remedies provided by law.

     

    (n) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable in any
      respect, the remainder of the terms, provisions, covenants and restrictions
      set
      forth herein shall remain in full force and effect and shall in no way be
      affected, impaired or invalidated, and the parties hereto shall use their
      reasonable efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    (o) Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (p) Obligations
      of Purchasers.
      The
      Company acknowledges that the obligations of each Purchaser under this
      Agreement, are several and not joint with the obligations of any other
      Purchaser, and no Purchaser shall be responsible in any way for the performance
      of the obligations of any other Purchaser under this Agreement. The decision
      of
      each Purchaser to enter into to this Agreement has been made by such Purchaser
      independently of any other Purchaser. The Company further acknowledges that
      nothing contained in this Agreement, and no action taken by any Purchaser
      pursuant hereto, shall be deemed to constitute the Purchasers as a partnership,
      an association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert or as a group
      with respect to such obligations or the transactions contemplated hereby. Each
      Purchaser shall be entitled to independently protect and enforce its rights,
      including without limitation, the rights arising out of this Agreement, and
      it
      shall not be necessary for any other Purchaser to be joined as an additional
      party in any proceeding for such purpose.

     

    Each
      Purchaser has been represented by its own separate legal counsel in their review
      and negotiation of this Agreement and with respect to the transactions
      contemplated hereby. For reasons of administrative convenience only, this
      Agreement has been prepared by Special Counsel (counsel for SCO Capital Partners
      LLC) and the Special Counsel will perform certain duties under this Agreement.
      Such counsel does not represent all of the Purchasers but only SCO Capital
      Partners LLC. The Company has elected to provide all Purchasers with the same
      terms and Agreement for the convenience of the Company and not because it was
      required or requested to do so by the Purchasers. The Company acknowledges
      that
      such procedure with respect to this Agreement in no way creates a presumption
      that the Purchasers are in any way acting in concert or as a group with respect
      to this Agreement or the transactions contemplated hereby or
      thereby.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    (q) No
      Other Shares on Registrations; Prohibition on Filing Other Registration
      Statements.
      Neither
      the Company nor any of its security holders (other than the Holders in such
      capacity pursuant hereto) may include securities of the Company in any
      Registration Statements other than the Registrable Securities. The Company
      shall
      not file any other registration statements until all Registrable Securities
      are
      registered pursuant to a Registration Statement that is declared effective
      by
      the Commission, provided that this Section 7(q) shall not prohibit the Company
      from filing amendments to registration statements filed prior to the date of
      this Agreement.

    


     

    [signature
      page follows]

     

    


     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    
 

    
      
        IN
          WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement
          to be duly executed by their respective authorized persons as of the date
          first
          indicated above. 

        


        COMPANY:
          

        


        ACCESS
          PHARMACEUTICALS, INC.

        


        
          	 	 
	
                  By:

                	
                  /s/
                    Stephen B. Thompson 

                
	
                  Name:
                    

                	
                  Stephen
                    B. Thompson 

                
	
                  Title:

                	
                  Vice
                    President, CFO

                


        

        


         

         

        


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Beach
                    Capital LLC

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Steven H. Rouhandeh 

                
	
                  Name:
                    

                	
                  Steven
                    H. Rouhandeh 

                
	
                  Title:
                    

                	
                  Managing
                    Member Beach Capital LLC

                


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Brio
                    Capital L.P.

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Shaye Hirsch

                
	
                  Name:
                    

                	
                  Shaye
                    Hirsch

                
	
                  Title:
                    

                	
                  Manager
                    of the General Partner

                


        

        


        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Catalytix
                    Life Science Hedge AC

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Ken Sorensen

                
	
                  Name:
                    

                	
                  KEN
                    SORENSEN

                
	
                  Title:
                    

                	
                  PM,
                    DIR

                


        

        


        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        


        


        


        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Cranshire
                    Capital, L.P.

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Lawrence A. Prosser

                
	
                  Name:
                    

                	
                  Lawrence
                    A. Prosser

                
	
                  Title:
                    

                	
                  CFO-Downsview
                    Capital, Inc. 

                
	 	
                  The
                    General Partner 

                


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        


        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Credit
                    Suisse Securities (USA) LLC

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Jeffrey B. Andreski 

                
	
                  Name:
                    

                	
                  Jeffrey
                    B. Andreski 

                
	
                  Title:
                    

                	
                  Managing
                    Director 

                
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

        


         

        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Enable
                    Growth Partners LP

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Brenden O’Neil 

                
	
                  Name:
                    

                	
                  Brenden
                    O’Neil 

                
	
                  Title:
                    

                	
                  Principal
                    and Portfolio Manager

                
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Lake
                    End Capital LLC

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Jeffrey B. Davis 

                
	
                  Name:
                    

                	
                  Jeffrey
                    B. Davis 

                
	
                  Title:
                    

                	
                  Managing
                    Member 

                
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        


        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Dennis
                    LaValle 

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Dennis LaValle

                
	
                  Name:
                    

                	 
	
                  Title:
                    

                	 
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Midsummer
                    Investment, Ltd. 

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Michel Amsalem 

                
	
                  Name:
                    

                	
                  Michel
                    Amsalem 

                
	
                  Title:
                    

                	
                  Director
                    

                
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        


        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        


        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Oracle
                    Investment Partners LP

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Joel Liffmann

                
	
                  Name:
                    

                	
                  Joel
                    Liffmann 

                
	
                  Title:
                    

                	
                  Authorized
                    Agent 

                
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        


        

 

        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Oracle
                    Offshore LTD

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Joel Liffmann

                
	
                  Name:
                    

                	
                  Joel
                    Liffmann 

                
	
                  Title:
                    

                	
                  Authorized
                    Agent 

                
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        


         

        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Oracle
                    Partners, L.P.

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Joel Liffmann

                
	
                  Name:
                    

                	
                  Joel
                    Liffmann 

                
	
                  Title:
                    

                	
                  Authorized
                    Agent 

                
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

        



        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Perceptive
                    Life Sciences Master Fund LTD

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    J Edelman

                
	
                  Name:
                    

                	 J Edelman
	
                  Title:
                    

                	 
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        


        


        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  Rockmore
                    Investment Master Fund Ltd. 

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Michael Clateman 

                
	
                  Name:
                    

                	
                  Michael
                    Clateman 

                
	
                  Title:
                    

                	
                  Managing
                    Director 

                
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

        


        
 

        


        PURCHASERS:
          

        


        
          	
                  Print
                    Exact Name:
                    

                	
                  SAM
                    Oracle Investments, INC.

                


        

        


        


        
          	 	 
	
                  By:

                	
                  /s/
                    Joel Liffmann

                
	
                  Name:
                    

                	
                  Joel
                    Liffmann 

                
	
                  Title:
                    

                	
                  Authorized
                    Agent 

                
	 	 


        

        


        


        


        


        [Omnibus
          Access Pharmaceuticals, Inc. Investor Rights Agreement (2007) Signature
          Page]

        


        


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

         

      

    


     

    SCHEDULE
      1

    


    PURCHASERS

    


    


    
      	
              Name
                and Address:

            
	
               

              Beach
                Capital LLC

              1285
                Avenue of the Americas, 35th
                Fl.

              New
                York, NY 10019

              Fax:
                212-554-4058

            
	
               

              Brio
                Capital L.P.

              401
                E. 34th
                St.

              Suite
                South 33C

              New
                York, NY 10016

              Fax:
                646-390-2158

            
	
               

              Catalytix
                LDC Life Science Hedge AC

              CIBC
                Bank and Trust Company (Cayman) Ltd.

              CIBC
                Financial Centre

              11
                Roy’s Drive

              P.O.
                Box 694 GT

              Grand
                Cayman

              Cayman
                Islands

              B.W.I.

              Attn:
                Martin Laidlaw

               

              With
                a copy to:

              Theodore
                E. Kalem

              Array
                Capital Management LLC

              425
                5th
                Ave, Ste. 28D

              New
                York, NY 10016

            
	
               

              Cobblestone
                Asset Management LLC

              11
                Lakeview Ave.

              Sleepy
                Hollow, NY 10591

              Fax:
                212-259-2093

            
	
              Cranshire
                Capital, L.P.

              3100
                Dundee Rd., #703

              Northbrook,
                IL 60062

              Fax:
                847-562-9031

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

    

    
      	
               

              Credit
                Suisse Securities (USA) LLC

              c/o
                Greg Grimaldi

              11
                Madison Ave., 3d Fl.

              New
                York, NY 100100

              Fax:
                212-935-7716

            
	
               

              Enable
                Growth Partners LP

              One
                Ferry Building, Suite 255

              San
                Francisco, CA 94111

              Fax:
                415-677-1580

            
	
               

              Lake
                End Capital LLC

              33
                Tall Oaks Dr.

              Summit,
                NJ 07901

              Fax:
                

            
	
               

              Dennis
                Lavalle

              1201
                Yale Place #1409

              Minneapolis,
                MN 55403

              Fax:
                612-455-5600

            
	
               

              Midsummer
                Investment, Ltd.

              295
                Madison Ave., 38th
                Fl.

              New
                York, NY 10017

              Fax:
                212-624-5040

            
	
               

              Oracle
                Institutional Partners LP

              Oracle
                Partners, LP

              200
                Greenwich Ave.

              Greenwich,
                CT 06830

              Fax:

            
	
               

              Oracle
                Offshore Ltd.

              Oracle
                Partners, LP

              200
                Greenwich Ave.

              Greenwich,
                CT 06830

              Fax:

               

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

       

    

    
      	
               

              Oracle
                Partners, LP

              200
                Greenwich Ave.

              Greenwich,
                CT 06830

              Fax:

            
	
               

              Perceptive
                Life Sciences Master Fund Ltd.

              499
                Park Ave., 25th
                Fl.

              New
                York, NY 10022

              Fax:
                646-205-5301

            
	
               

              Rockmore
                Investment Master Fund Ltd.

              c/o
                Rockmore Capital LLC 150 E. 58th
                St.

              New
                York, NY 10155

              Fax:
                212-258-2315

            
	
               

              SAM
                Oracle Investments, Inc.

              Oracle
                Partners, LP

              200
                Greenwich Ave.

              Greenwich,
                CT 06830

              Fax:

            
	
               

              SCO
                Capital Partners LLC

              1285
                Avenue of the Americas

              35th
                Fl.

              New
                York, NY 10019

              Fax:
                212-554-4058

               

              With
                a copy to:

              Michael
                Grundei, Esq.

              400
                Atlantic St.

              P.O.
                Box 110325

              Stamford,
                CT 06911-0325

            	 
	
               

              SCO
                Capital Partners, L.P.

              1285
                Avenue of the Americas

              35th
                Fl.

              New
                York, NY 10019

              Fax:
                212-554-4058

               

               

              With
                a copy to:

              Michael
                Grundei, Esq.

              400
                Atlantic St.

              P.O.
                Box 110325

              Stamford,
                CT 06911-0325

            


    

     


    
      
         

        


        
        

      

      
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    EXHIBIT
      A

    


    PLAN
      OF
      DISTRIBUTION

    


    


    We
      are
      registering the shares of common stock on behalf of the selling security
      holders. Sales of shares may be made by selling security holders, including
      their respective donees, transferees, pledgees or other successors-in-interest
      directly to purchasers or to or through underwriters, broker-dealers or through
      agents. Sales may be made from time to time on the ________________, any other
      exchange or market upon which our shares may trade in the future, in the
      over-the-counter market or otherwise, at market prices prevailing at the time
      of
      sale, at prices related to market prices, or at negotiated or fixed prices.
      The
      shares may be sold by one or more of, or a combination of, the
      following:

     

    
      	
              -

            	
              a
                block trade in which the broker-dealer so engaged will attempt to
                sell the
                shares as agent but may position and resell a portion of the block
                as
                principal to facilitate the transaction (including crosses in which
                the
                same broker acts as agent for both sides of the
                transaction);

            


    

     

    
      	
              -

            	
              purchases
                by a broker-dealer as principal and resale by such broker-dealer,
                including resales for its account, pursuant to this
                prospectus;

            


    

     

    
      	
              -

            	
              ordinary
                brokerage transactions and transactions in which the broker solicits
                purchases;

            


    

     

    
      	
              -

            	
              through
                options, swaps or derivatives;

            


    

     

    
      	
              -

            	
              in
                privately negotiated transactions;

            


    

     

    
      	
              -

            	
              in
                making short sales or in transactions to cover short sales;
                

            


    

     

    - put
      or
      call option transactions relating to the shares;

     

    - through
      the writing or settlement of options or other hedging transactions, whether
      through an options exchange or otherwise;

     

    - a
      combination of any such methods of sale; or

     

    - any
      other
      method permitted pursuant to applicable law.

     

    The
      selling security holders may effect these transactions by selling shares
      directly to purchasers or to or through broker-dealers, which may act as agents
      or principals. These broker-dealers may receive compensation in the form of
      discounts, concessions or commissions from the selling security holders and/or
      the purchasers of shares for whom such broker-dealers may act as agents or
      to
      whom they sell as principals, or both (which compensation as to a particular
      broker-dealer might be in excess of customary commissions). The selling security
      holders have advised us that they have not entered into any agreements,
      understandings or arrangements with any underwriters or broker-dealers regarding
      the sale of their securities.

     

    
      
        
        

      

      
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    The
      selling security holders may enter into hedging transactions with broker-dealers
      or other financial institutions. In connection with those transactions, the
      broker-dealers or other financial institutions may engage in short sales of
      the
      shares or of securities convertible into or exchangeable for the shares in
      the
      course of hedging positions they assume with the selling security holders.
      The
      selling security holders may also enter into options or other transactions
      with
      broker-dealers or other financial institutions which require the delivery of
      shares offered by this prospectus to those broker-dealers or other financial
      institutions. The broker-dealer or other financial institution may then resell
      the shares pursuant to this prospectus (as amended or supplemented, if required
      by applicable law, to reflect those transactions).

     

    The
      selling security holders and any broker-dealers that act in connection with
      the
      sale of shares may be deemed to be “underwriters” within the meaning of Section
      2(11) of the Securities Act of 1933, and any commissions received by
      broker-dealers or any profit on the resale of the shares sold by them while
      acting as principals may be deemed to be underwriting discounts or commissions
      under the Securities Act. The selling security holders may agree to indemnify
      any agent, dealer or broker-dealer that participates in transactions involving
      sales of the shares against liabilities, including liabilities arising under
      the
      Securities Act. We have agreed to indemnify each of the selling security holders
      and each selling security holder has agreed, severally and not jointly, to
      indemnify us against some liabilities in connection with the offering of the
      shares, including liabilities arising under the Securities Act. 

     

    The
      selling security holders will be subject to the prospectus delivery requirements
      of the Securities Act. We have informed the selling security holders that the
      anti-manipulative provisions of Regulation M promulgated under the Securities
      Exchange Act of 1934 may apply to their sales in the market. 

     

    Selling
      security holders also may resell all or a portion of the shares in open market
      transactions in reliance upon Rule 144 under the Securities Act, provided they
      meet the criteria and conform to the requirements of Rule 144. 

     

    Upon
      being notified by a selling security holder that a material arrangement has
      been
      entered into with a broker-dealer for the sale of shares through a block trade,
      special offering, exchange distribution or secondary distribution or a purchase
      by a broker or dealer, we will file a supplement to this prospectus, if required
      pursuant to Rule 424(b) under the Securities Act, disclosing:

     

    
      	
              -

            	
              the
                name of each such selling security holder and of the participating
                broker-dealer(s);

            


    

     

    
      	
              -

            	
              the
                number of shares involved;

            


    

     

    
      	
              -

            	
              the
                initial price at which the shares were
                sold;

            


    

     

    
      	
              -

            	
              the
                commissions paid or discounts or concessions allowed to the
                broker-dealer(s), where applicable;

            


    

     

    
      	
              -

            	
              that
                such broker-dealer(s) did not conduct any investigation to verify
                the
                information set out or incorporated by reference in this prospectus;
                and

            


    

     

    
      	
              -

            	
              other
                facts material to the transactions.

            


    

     

    
      
        
        

      

      
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    In
      addition, if required under applicable law or the rules or regulations of the
      Commission, we will file a supplement to this prospectus when a selling security
      holder notifies us that a donee or pledgee intends to sell more than 500 shares
      of common stock.

     

    We
      are
      paying all expenses and fees customarily paid by the issuer in connection with
      the registration of the shares. The selling security holders will bear all
      brokerage or underwriting discounts or commissions paid to broker-dealers in
      connection with the sale of the shares.

     


    
      
         

        


        
        

      

      
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    EXHIBIT
      B

     

    FORM
      OF
      NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

     

    


    [Name
      and
      Address of Transfer Agent]

    


    Re:
      Access Pharmaceuticals, Inc.

    


    Dear
      [______]:

    


    We
      are
      counsel to Access Pharmaceuticals, Inc., a Delaware corporation (the
“Company”),
      and
      have represented the Company in connection with that certain Convertible
      Preferred Stock and Warrant Purchase Agreement (the “Purchase
      Agreement”)
      dated
      as of __________________, 2007 by and among the Company and the buyers named
      therein (collectively, the “Holders”)
      pursuant to which the Company issued to the Holders its Series A convertible
      preferred stock (the “Preferred Stock”)
      convertible into shares of its Common Stock, par value $0.01 per share (the
      “Common
      Stock”),
      and
      warrants to purchase shares of the Common Stock (the “Warrants”).
      Pursuant to the Purchase Agreement, the Company has also entered into an
      Investor Rights Agreement with the Holders (the “Investor
      Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the shares
      of Common Stock issuable upon conversion of the Preferred Stock, in payment
      of
      dividends on the Preferred stock and upon exercise of the Warrants, under the
      Securities Act of 1933, as amended (the “1933 Act”). In connection with the
      Company’s obligations under the Investor Rights Agreement, on ____________ ___,
      2006, the Company filed a Registration Statement on Form S-__ (File No.
      333-_____________) (the “Registration Statement”) with the Securities and
      Exchange Commission (the “SEC”)
      relating to the Registrable Securities which names each of the Holders as a
      selling securityholder thereunder.

     

    In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the 1933 Act at [ENTER TIME OF
      EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
      telephonic inquiry of a member of the SEC’s staff, that any stop order
      suspending its effectiveness has been issued or that any proceedings for that
      purpose are pending before, or threatened by, the SEC and the Registrable
      Securities are available for resale under the 1933 Act pursuant to the
      Registration Statement.

     

    Very
      truly yours,

    


    By:__________________________________
      

    cc:
      [LIST
      NAMES OF HOLDERS]

    



    
      
         

        


        
        

      

      
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    Annex
      B

     

    [__________

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock (the “Registrable
      Securities”)
      of
      [_______, a [_______ corporation (the “Company”),
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement (the “Registration
      Rights Agreement”)
      to
      which this document is annexed. A copy of the Registration Rights Agreement
      is
      available from the Company upon request at the address set forth below. All
      capitalized terms not otherwise defined herein shall have the meanings ascribed
      thereto in the Registration Rights Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it in the Registration Statement.

     


    
      
         

        


        
        

      

      
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    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    1. Name.

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      	 
	 


    

    


    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities are
                held:

            


    

     

    
      	 
	 


    

    


    
      	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by this
                Questionnaire):

            


    

     

    
      	 
	 


    

    


     

    2.
      Address for Notices to Selling Securityholder:

     

    
      	 
	 
	 
	
              Telephone: 

            
	
              Fax: 

            
	
              Contact
                Person: 

            


    

    


    3.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
       No
      

     

    
      	 	
              (b)

            	
              If
                “yes” to Section 3(a), did you receive your Registrable Securities as
                compensation for investment banking services to the
                Company?

            


    

     

    Yes
       No
      

     

    
      	 	
              Note:

            	
              If
                “no” to Section 3(b), the Commission’s staff has indicated that you should
                be identified as an underwriter in the Registration
                Statement.

            


    

     

    
      
        
        

      

      
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              (c)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes
       No
      

     

    
      	 	
              (d)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                purchased
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    Yes
       No
      

     

    
      	 	
              Note:

            	
              If
                “no” to Section 3(d), the Commission’s staff has indicated that you should
                be identified as an underwriter in the Registration
                Statement.

            


    

     

    4.
      Beneficial Ownership of Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 4, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the securities
      issuable pursuant to the Purchase Agreement.

     

    
      	 	
              (a)

            	
              Type
                and Amount of other securities beneficially owned by the Selling
                Securityholder:

            


    

     

    
      	 
	 
	 


    

    


    


     


    
      
         

        


        
        

      

      
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    5.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

    


     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 5 and the inclusion of such
      information in the Registration Statement and the related prospectus
and
      any
      amendments or supplements thereto.
      The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    Date:
        Beneficial
      Owner:  

    


    By:  

    Name:

    Title: 

    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    


     

    
      
        
        

      

      
        47