Unassociated Document


    
       

      
        EXHIBIT
          10.29

        
          

          

        

         

      

      EMPLOYMENT
        AGREEMENT

      


      THIS
        EMPLOYMENT AGREEMENT (“Agreement”) is made
        and effective as of this 4th
        day of
        January, 2007, between ACCESS Pharmaceuticals, Inc., a Delaware Corporation
        with
        a place of business at 2600 Stemmons Freeway, Suite 176, Dallas, Texas
        75207-2107 (“Company”), and
        Jeffrey B. Davis, an individual who resides at 33 Tall Oaks Drive, Summit,
        New
        Jersey 07901 (“Executive”).

       

      WHEREAS
        the Company desires to employ Executive and Executive desires to be employed
        by
        the Company, on terms set forth herein;

       

      NOW,
        THEREFORE, in consideration of the mutual agreements set forth herein, the
        parties agree as follows:

       

      1.             Term
        of Employment.
        Executive’s employment under this Agreement shall commence on January 4, 2007
        (“Effective
        Date”) and shall end on the third anniversary of the Effective Date
        (“ExpirationDate”)
        or such
        earlier date on which Executive’s employment terminates in accordance with
        Section 4 of this Agreement.  On the Expiration Date and each
        anniversary thereof, the Expiration Date shall be extended by one year unless
        (a) the Agreement has been earlier terminated under Section 4 or (b) either
        party gives written notice not less than 90 days prior to the then Expiration
        Date that the Agreement will not be extended. Notwithstanding any extension
        of
        the Expiration Date, Executive’s employment may terminate at any time in
        accordance with Section 4, below.

       

      2.             Nature
        of Duties. Executive
        shall during his employment hereunder be the Company’s Chief Executive Officer
        (“CEO”).  As
        such, Executive shall devote substantially all of his business time and effort
        to the performance of his duties for the Company, which he shall perform
        faithfully and to the best of his ability. Executive shall have all of the
        customary powers and duties associated with his position.  Executive
        shall be subject to the Company’s policies, procedures, and approval practices,
        as generally in effect from time to time for all employees of the Company.
        Executive will report directly to the Company’s board of directors (the “Board”).  Notwithstanding
        the foregoing, nothing contained herein shall preclude the Executive from
        (a)
        serving on the boards of directors of other companies or organizations with
        the
        approval of the Board (not to be unreasonably withheld) or serving on the
        boards
        of directors of not-for-profit companies or organizations without the approval
        of the Board, (b) investing in and managing passive investments, or (c) pursuing
        his personal, financial and legal affairs provided that such activity does
        not
        materially interfere with the performance of the Executive's obligations
        hereunder.

       

      
        	 
                	
                3.

              	
                Compensation
                  and Related
                  Matters.

              


      

       

      (a)           Base
        Salary. The Company shall
        pay Executive minimum base salary at an annual rate of
        $335,000.  Executive’s base salary shall be paid in conformity with
        the Company’s salary payment practices generally applicable to similarly
        situated Company employees.

       

      (b)          Discretionary
        Bonuses.
        Executive shall be covered by the cash bonus plan maintained from time to
        time
        by the Company and during each year of the term shall be afforded the
        opportunity thereunder to receive a target award of up to 50% of Executive’s
        annual base salary then in effect to be awarded upon the achievement of
        reasonable performance goals established by the Board within thirty (30)
        days of
        the beginning of such year, which bonus, if any, shall be payable in accordance
        with the cash bonus plan but in no event later than ninety (90) days of the
        end
        of such year.  Upon the occurrence of a Change of Control during the
        term, Executive shall receive a pro rata annual bonus for that portion of
        the
        year within which the Change of Control occurs in addition to other compensation
        due to Executive upon a Change of Control (as hereinafter defined) as provided
        in this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (c)           Stock
        Options. Upon
        commencement of employment, Executive shall be granted an option (the “Option”)
        to purchase 600,000 shares of the Company’s common stock.  The
        exercise price of the Option shall be equal to the fair market value of the
        Company’s common stock on the date of grant, which the Company has determined to
        be the closing price of the Company’s common stock as of January 3, 2008
        ($3.15), which is the last trading day preceding the date of
        grant.  The Option shall vest 25% on the one year anniversary of the
        date hereof and monthly thereafter over a period of 24 months, and otherwise
        shall be subject to the terms of option agreements which shall provide, among
        other standard provisions:

       

      (i)
        that
        the Option shall be comprised of (A) an incentive stock option for the number
        of
        shares the Company’s common stock available for issuance under the Company’s
        2005 Equity Incentive Plan as of the date hereof, and (B) a non-statutory
        stock
        option for the balance of the shares issuable upon exercise of the Option;
        and

       

      (ii)  for
        acceleration of the Option upon or following the occurrence of a Change of
        Control (as defined below) or upon a discharge other than for Cause (as provided
        in Section 4 below).

       

      (d)           Tax
        Benefits.   If a Change of Control occurs during the term
        which prevents any Option which has Incentive Stock Option (“ISO”) designation,
        or any other annual ISO option grant to Executive during the term, from
        receiving favorable tax treatment under Section 422 of the Internal Revenue
        Code
        of 1986, as amended, Executive shall receive a complete tax make-whole from
        the
        Company or its successor and shall be held harmless from the loss of favorable
        tax treatment.   Further, upon a Change of Control, Executive
        shall receive a complete tax make-whole for any and all excise taxes due
        or
        payable under Section 4999 of the Internal Revenue Code of 1986, as amended,
        and
        any state and/or local taxes payable under similar provisions of state and/or
        local law, in each case, with any interest and/or penalties payable with
        respect
        thereto.

       

      (e)           Standard
        Benefits. During his
        employment, Executive shall be entitled to participate in all employee benefit
        plans and programs to the same extent generally available to similarly situated
        employees of the Company, in accordance with the terms of those plans and
        programs.

       

      (f)           Vacation.
        Executive shall be
        entitled to four (4) weeks paid vacation per year, which shall be pro-rated
        for
        partial years. Unused vacation days will carry over pursuant to the terms
        set
        forth in the Company’s Employee Handbook. Notwithstanding anything herein to the
        contrary, Executive may not take more than two (2) weeks vacation during
        any
        twelve (12) week period without the Company’s prior written
        permission.

       

      (g)            Expenses.
        Executive shall be
        entitled to receive prompt reimbursement for all reasonable and customary
        travel
        and business expenses he incurs in connection with his employment, but he
        must
        incur and account for those expenses in accordance with the policies and
        procedures established by the Company.

       

      (g)           Place
        of Performance. In
        connection with his employment by the Company, unless otherwise agreed by
        the
        Executive, the Executive shall be based at an office of the Company in New
        York
        City, except for travel reasonably required for Company business (the "Place
        of
        Performance").

       

      
        	 
                	
                4.

              	
                Termination.

              


      

      (h)           Rights
        and Duties. If
        Executive’s employment is terminated he shall be entitled to the amounts or
        benefits shown on the applicable row of the following table, subject to the
        balance of this Section 4, beyond which the Company and Executive shall have
        no
        further obligations to each other, except Executive’s confidentiality and other
        obligations under Section 6, the parties’ mutual arbitration obligations under
        Section 7, as otherwise set forth in this Agreement or as set forth in any
        written agreement the parties subsequently enter into.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                DISCHARGE
                  FOR CAUSE

              	
                Payment
                  when due of any unpaid base salary, expense reimbursements, and
                  vacation
                  days accrued prior to termination of employment. Executive shall
                  forfeit
                  all vested and unvested stock options issued or issuable under
                  Section
                  3(c) of this Agreement, pursuant to the terms of the Option Award
                  Agreement.

              
	
                DISCHARGE
                  OTHER THAN FOR CAUSE

              	
                Same
                  as for “Discharge For Cause” EXCEPT that, in exchange for Executive’s
                  execution of a release in accordance with this Section 4, Executive
                  shall
                  be entitled to the following special benefits: (A) a lump sum in
                  cash,
                  payable within ten (10) business days after the effective date
                  of such
                  event, equal to two times the sum of Executive’s then-current base salary,
                  plus his then average annual bonus for the preceding two years
                  (or, if
                  applicable, using the annual bonus target for such occurrences
                  prior to
                  receipt of the first annual bonus), pursuant to Section 3 of this
                  Agreement, and (B) all of Executive’s outstanding stock options issued or
                  issuable under Section 3(c) of this Agreement, shall immediately
                  vest and
                  become exercisable and Executive shall have the full term of the
                  option to
                  exercise any of his stock options, pursuant to the terms of the
                  Option
                  Award Agreement.

              
	
                RESIGNATION
                  WITHOUT GOOD REASON

              	
                Same
                  as for “Discharge for Cause.”

              
	
                RESIGNATION
                  WITH GOOD REASON

              	
                Same
                  as for “Discharge Other Than For Cause.”

              
	
                DISABILITY

              	
                Same
                  as for “Discharge For Cause” EXCEPT that salary continuation will be
                  reduced by any amounts received by Executive under any Company-sponsored
                  disability benefits plan, and in exchange for Executive’s execution of a
                  release in accordance with this Section 4, all of Executive’s outstanding
                  vested stock options shall be exercisable pursuant to the terms
                  of the
                  Option Award Agreement.

              
	
                DEATH

              	
                Same
                  as for “Discharge for Cause” EXCEPT that, in exchange for the execution of
                  a release by Executive’s estate in accordance with this Section 4,
                  continuation of Executive’s base salary for six (6) months after the date
                  of termination and Executive’s outstanding vested stock options shall be
                  exercisable pursuant to the terms of the Option Award
                  Agreement.

              


      

       

       

      (i)           Discharge
        for Cause. The
        Company may terminate Executive’s employment at any time if it believes in good
        faith that it has Cause to terminate his employment. “Cause” shall
        mean:

       

      (i)           Fraud
        and Dishonesty.
        Executive’s commission of a willful act of fraud or dishonesty, the purpose or
        effect of which materially and adversely affects the Company or its subsidiaries
        and affiliates (“Group”).

       

      (ii)          Unlawful
        Conduct. Executive’s
        engaging in conduct that is unlawful.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (iii)         Reckless
        Conduct. Executive’s
        engaging in intentional or reckless misconduct or gross negligence in connection
        with any property or activity of the Group, the purpose or effect of which
        materially and adversely affects the Group.

       

      (iv)         Breach
        of Agreement.
        Executive’s material breach of any of his obligations under this Agreement
        (other than by reason of physical or mental illness, injury, or
        condition).

       

      (v)          Failure
        to Perform Duties.
        Executive’s continued failure or refusal to attempt in good faith to perform his
        job duties under this Agreement or to follow the reasonable directions of
        the
        Board (other than by reason of physical or mental illness, injury, or condition)
        after having received thirty (30) days’ notice from the Board of his failure to
        do so and an opportunity to cure.

       

      (vi)         Barred
        from Office.
        Executive’s becoming barred or prohibited by the U.S. Securities and Exchange
        Commission from holding his position with the Company.

       

      (j)            Termination
        for Disability.
        Except as prohibited by applicable law, the Company may terminate Executive’s
        employment on account of Disability, or may transfer him to inactive employment
        status, which shall have the same effect under this Agreement as a discharge
        “other than for Cause.” “Disability”
means a
        physical or mental illness, injury, or condition that prevents Executive
        from
        performing substantially all of his duties under this Agreement for at least
        90
        consecutive calendar days or for at least 120 calendar days, whether or not
        consecutive, in any 365 calendar day period.

       

      (k)           Discharge
        Other Than for
        Cause. The Company may terminate Executive’s employment at any time for
        any reason, and without advance notice. If Executive is discharged by the
        Company for a reason “other than for Cause”, for “death” or for “Disability”, he
        will only receive the special benefits provided for such events under Section
        4(a) if he (or his estate, as the case may be) signs a separation agreement
        and
        general release in a form supplied by the Company within 60 days after his
        employment ends and he does not thereafter properly revoke the
        release.

       

      (l)           Resignation.
        Executive
        promises not to resign his employment without providing the Company at least
        sixty (60) days advance written notice.  If Executive resigns “other
        than for Good Reason”, the Company may accept his resignation effective on the
        date set forth in his notice or any earlier date.  If Executive
        resigns for Good Reason, his employment will end on his last date of work
        and he
        will receive the benefits to which he is entitled under Section 4(a), but
        he
        only will receive special benefits conditioned on his signing a separation
        agreement and general release in a form supplied by the Company within 60
        days
        after his employment ends and he does not thereafter properly revoke the
        release. “Good
        Reason” means that, without his express written consent, one or more of
        the following events occurred after his execution of this
        Agreement:

       

      (i)             Demotion.
        Executive’s duties
        or responsibilities are substantially and adversely diminished from those
        in
        effect immediately before such event other than merely as a result of the
        Company ceasing to be a public company.

       

      
        	 
                	
                (ii)

              	
                Pay
                  Cut. Executive’s
                  annual base salary is reduced.

              


      

       

      (iii)           Breach
        of Promise. The Company
        materially breaches this Agreement or fails to pay Executive any present
        or
        deferred compensation within 7 days after it is due.

       

      (iv)         Change
        of Control. There
        occurs a “Change of
        Control,” which means the occurrence of any of the following: (i) the
        acquisition, directly or indirectly, by any individual or entity or group
        (as
        such term is used in Section 13(d)(3) of the Exchange Act) of beneficial
        ownership (as defined in Rule 13d-3 under the Exchange Act, except that such
        individual or entity shall be deemed to have beneficial ownership of all
        shares
        that any such individual or entity has the right to acquire without the
        happening or failure to happen of a material condition or contingency, other
        than the passage of time) of more than 50% of the aggregate outstanding voting
        power of capital stock of the Corporation in respect of the general power
        to
        elect directors; or (ii) (A) the Corporation consolidates with or merges
        into
        another entity or sells all or substantially all of its assets to any individual
        or entity, or (B) any corporation consolidates with or merges into the
        Corporation, which in either event (A) or (B) is pursuant to a transaction
        in
        which the holders of the Corporation's voting capital stock in respect of
        the
        general power to elect directors immediately prior to such transaction do
        not
        own, immediately following such transaction, at least a majority of the voting
        capital stock in respect of the general power to elect directors of the
        surviving corporation or the person or entity which owns the assets so
        sold.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (v)          Notice
        of Prospective Action.
        Executive is officially notified (or it is officially announced) that the
        Company will take any of the actions listed above during the term of this
        Agreement.

       

      However,
        an event that is or would constitute Good Reason shall cease to be Good Reason
        if: (1) Executive does not terminate employment within ten (10) days after
        the
        event occurs with knowledge of Executive (except for a Change of Control);
        or
        (2) the Company reverses the action or cures the default that constitutes
        Good
        Reason within 30 days after Executive notifies it

       

      in
        writing that Good Reason exists before Executive terminates employment If
        Executive has Good Reason to terminate employment, he may do so even if he
        is on
        a leave of absence due to physical or mental illness or any other reason,
        but he
        must do so before his actual or constructive Disability termination as defined
        herein.

       

      (m)          Disputes
        Under This Section.
        All disputes relating to this Agreement, including disputes relating to this
        Section 4, shall be resolved by final and binding arbitration under Section
        7.

       

      4.             No
        Other Termination
        Compensation. Except as specifically provided in this Agreement or the
        Option Agreement to be entered into between the parties or any future amendment
        or restatement of either agreement, upon termination of this Agreement for
        any
        reason Executive shall not be entitled to any severance pay or to any other
        compensation or payments (by way of salary, damages or otherwise) of any
        nature
        relating to this Agreement or otherwise relating to or arising out of his
        employment by the Company.

       

      5.             Confidentiality.
        During the
        term of Executive’s employment, in exchange for his promises to use such
        information solely for the Company’s benefit, the Company will provide Executive
        with Confidential Information concerning, among other things, its business,
        operations, customers, vendors, owners, investors, and business partners.
“Confidential
        Information” refers to information not generally known by others in the
        form in which it is used by the Company, and which gives the Company a
        competitive advantage over other companies which do not have access to this
        information, including secret, confidential, or proprietary information or
        trade
        secrets of the Company and its subsidiaries and affiliates, conveyed orally
        or
        reduced to a tangible form in any medium, including information concerning
        the
        operations, future plans, customers, business models, strategies, and business
        methods of the Company and its subsidiaries and affiliates, as well as
        information about the Company’s customers, clients and business partners and
        their respective operations and confidential information. “Confidential
        Information” does not include information that (i) Executive knew prior to his
        employment with the Company or any predecessor company, (ii) subsequently
        came
        into Executive’s possession other than through his work for the Company or any
        predecessor company and not as a result of a breach of any duty owed to the
        Company, (iii) is generally known within the relevant industry; or (d) any
        prior
        knowledge, information or know-how which Executive legally obtained from
        a
        source other than the Company

       

      (a)           Promise
        Not to Disclose.
        Executive promises never to use or disclose any Confidential Information
        before
        it has become generally known within the relevant industry through no fault
        of
        Executive. Notwithstanding this paragraph, Executive may disclose Confidential
        Information (i) during his employment for the benefit of the Company, (ii)
        as
        required to do so by court order, subpoena, or otherwise as required by law,
        provided that upon receiving such order, subpoena, or request and prior to
        disclosure, to the extent permitted by law Executive shall provide written
        notice to the Company of such order, subpoena, or request and of the content
        of
        any testimony or information to be disclosed and shall cooperate fully with
        the
        Company to lawfully resist disclosure of the information, and (iii) to an
        attorney for the purpose of securing professional advice.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (b)           Promise
        Not to Solicit.
        Executive agrees that, during his employment with the Company and for twelve
        (12) months after his termination for any reason

                                                                                                              

      (together,
        the “Restricted
        Period”): (1) as to any client or business partner of the Company with
        whom Executive had dealings or about whom Executive acquired confidential
        information during his employment, Executive will not solicit, attempt to
        solicit, assist others to solicit, or accept any unsolicited request from
        the
        client or business partner to do business with any person or entity other
        than
        the Company or its affiliates; and (2) Executive will not solicit, attempt
        to
        solicit, assist others to solicit, hire, or assist others to hire for employment
        any person who is, or within the preceding twelve (12) months was, an officer,
        manager, employee, or consultant of the Company. Executive agrees that the
        restrictions set forth in this paragraph do not and will not prohibit his
        from
        engaging in his livelihood and do not foreclose his working with clients
        or
        business partners not identified in this paragraph.

       

      (c)           Promise
        Not to Engage in Certain
        Employment. Executive agrees that, during the Restricted Period, he will
        not, without the prior written consent of the Company, accept any employment;
        provide any services, advice or information; or assist or engage in any activity
        (whether as an employee, consultant, or in any other capacity, whether paid
        or
        unpaid) with any business or other entity in the business, directly or
        indirectly, for profit or not, of developing, with a majority of its revenue
        derived from distributing or marketing compounds or technologies for the
        treatment of cancer in the United States.

       

      (d)           Return
        of Information. When
        Executive’s employment with the Company ends, he will promptly deliver to the
        Company, or, at its written instruction, destroy, all documents, data, drawings,
        manuals, letters, notes, reports, electronic mail, recordings, and copies
        thereof, of or pertaining to it or any other Group member in his possession
        or
        control. Notwithstanding the foregoing, Executive may retain his personal
        effects, files, benefit information, or other property to the extent such
        materials do not contain any of the Company’s Confidential Information. In
        addition, during his employment with the Company or the Group and thereafter,
        Executive agrees to meet with Company personnel and, based on knowledge or
        insights he gained during his employment with the Company and the Group,
        answer
        any question they may have related to the Company or the Group as reasonably
        requested.

       

      (e)           Intellectual
        Property.
        Intellectual property (including such things as all ideas, concepts, inventions,
        plans, developments, software, data, configurations, materials (whether written
        or machine-readable), designs, drawings, illustrations, and photographs,
        that
        may be protectable, in whole or in part, under any patent, copyright, trademark,
        trade secret, or other intellectual property law), developed, created,
        conceived, made, or reduced to practice during Executive’s employment with the
        Company (except intellectual property that has no relation to the Group or
        any
        Group customer that Executive developed, etc., purely on his own time and
        at his
        own expense), shall be the sole and exclusive property of the Company, and
        Executive hereby assigns all rights, title, and interest in any such
        intellectual property to the Company.

       

      (f)            Enforcement
        of This Section.
        This section shall survive the termination of this Agreement or Executive’s
        employment for any reason. Executive acknowledges that (a) this section’s terms
        are reasonable and necessary to protect the Company’s legitimate interests, (b)
        this section’s restrictions will not prevent his from earning or seeking a
        livelihood, (c) this section’s restrictions shall apply wherever permitted by
        law, and (d) the violation of any of this section’s terms would irreparably harm
        the Company. Accordingly,

       

      Executive
        agrees that, if she violates any of the provisions of this section, the Company
        or any Group member shall be entitled to, in addition to other remedies
        available to it, an injunction to be issued by any court of competent
        jurisdiction restraining Executive from committing or continuing any such
        violation, without the need to prove the inadequacy of money damages or post
        any
        bond or for any other undertaking.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      6.             Arbitration
        of Disputes.
        Except as expressly prohibited by law and except for the Company’s right to seek
        injunctive relief as set forth in Section 6(f), all disputes between the
        Company
        and Executive (“Arbitrable Disputes”)
        are to be resolved by final and binding arbitration in accordance with this
        Section 7. This section shall remain in effect after the termination of this
        Agreement or Executive’s employment.

       

      (a)           Scope
        of Agreement. This
        arbitration agreement applies to, among other things, disputes concerning
        Executive’s employment with and/or termination from the Company; the validity,
        interpretation, enforceability or effect of this Agreement or alleged violations
        of it; claims of discrimination under federal or state law; or other statutory
        or common law claims.

       

      (b)           The
        Arbitration. The
        arbitration shall take place under the auspices of the American Arbitration
        Association (“AAA”) in its
        office
        nearest to the location where Executive last worked for the Company and
        conducted in accordance with the AAA’s National Rules for the Resolution of
        Employment Disputes then in effect before an experienced employment law
        arbitrator licensed to practice law in that jurisdiction who has been selected
        in accordance with such rules. The arbitrator may not modify or change this
        Agreement in any way except as expressly set forth herein. The arbitration
        shall
        be governed by the substantive law of the State of New York (excluding where
        it
        mandates the use of another jurisdiction’s laws).

       

      (c)           Fees
        and Expenses. Regardless
        of which party initiates the arbitration, the non-prevailing party in any
        dispute between the Company and Executive shall promptly pay the prevailing
        party for any and all reasonable costs and expenses of such dispute upon
        the
        parties’ receipt of the final and binding resolution of such
        dispute.

       

      (d)           Exclusive
        Remedy. The
        arbitration in this manner shall be the exclusive remedy for any Arbitrable
        Dispute.

       

      (e)           Judicial
        Enforcement. Nothing
        in this Section 7 shall preclude any party to this agreement from seeking
        judicial enforcement of an arbitrator’s award. Judgment may be entered on the
        arbitrator’s award in any court having jurisdiction.

       

      7.             Amendment.
        No provisions of
        this Agreement may be modified, waived, or discharged except by a written
        document signed by a duly authorized Company officer and

       

      Executive.
        A waiver of any conditions or provisions of this Agreement in a given instance
        shall not be deemed a waiver of such conditions or provisions at any other
        time
        in the future.

       

      8.             Notices.
        For all purposes of
        this Agreement, all communications, including, without limitation, notices,
        consents, request or approvals, required or permitted to be given hereunder
        will
        be in writing and will be deemed to have been duly given when hand delivered
        or
        dispatched by electronic facsimile transmission (with receipt thereof
        confirmed), or five business days after having been mailed by United States
        registered or certified mail, return receipt requested, postage prepaid,
        or
        three business days after having been sent by a nationally recognized overnight
        courier service such as Federal Express or UPS, addressed to the Company
        (to the
        attention of the Secretary of the Company) at its principal executive offices
        and to Executive at his principal residence, or to such other address as
        any
        party may have furnished to the other in writing and in accordance herewith,
        except that notices of changes of address shall be effective only upon
        receipt.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      9.             Choice
        of Law. The validity,
        interpretation, construction, and performance of this Agreement shall be
        governed by the laws of the State of New York (excluding any that mandate
        the
        use of another jurisdiction’s laws).

       

      10.          Successors.
        This Agreement
        shall be binding upon, and shall inure to the benefit of, Executive and his
        estate, but Executive may not assign or pledge this Agreement or any rights
        arising under it, except to the extent permitted under the terms of the benefit
        plans in which she participates. Without Executive’s consent, the Company may
        assign this Agreement to any affiliate or to a successor to substantially
        all
        the business and assets of the Company.

       

      11.          Taxes.
        The Company shall
        withhold taxes from payments it makes pursuant to this Agreement as it
        reasonably determines to be required by applicable law.

       

      12.          Validity.
        The invalidity or
        unenforceability of any provision of this Agreement shall not affect the
        validity or enforceability of any other provision of this Agreement, which
        shall
        remain in full force and effect.

       

      13.          Counterparts.
        This Agreement
        may be executed in one or more counterparts, each of which shall be deemed
        to be
        an original but all of which together shall constitute the same
        instrument.

       

      14.          Entire
        Agreement. All oral or
        written agreements or representations, express or implied, with respect to
        the
        subject matter of this Agreement are set forth in this Agreement. All prior
        written employment agreements between Executive and the Company are hereby
        declared null and void, and of no further effect.

       

       

      
        	
                Date:
                  January 4, 2007

              	
                ACCESS
                  PHARMACEUTICALS, INC.

              


      

       

      
        	
                 
                  By:

              	
                /s/
                  David P.
                  Luci

              


      

      
        	 
                	
                Name:  David
                  P. Luci

              


      

      
        	 
                	
                Title:
                  Director, Chairman of Compensation
                  Committee

              


      

       

      
        	
                Date:
                  January 4, 2007

              	
                /s/
                  Jeffrey B.
                  Davis

              


      

      
        	 
                	
                Jeffrey
                  B. Davis