**Exhibit No. 10.32**

**INVESTOR RIGHTSAGREEMENT**

This Investor RightsAgreement (this “Agreement”) is made and entered into as of February 16,2006 among Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”),and each of the purchasers executing this Agreement and listed on Schedule 1attached hereto (collectively, the “Purchasers”).

This Agreement is beingentered into pursuant to the Convertible Note and Warrant Purchase Agreement,dated as of the date hereof, by and among the Company and the Purchasers (the “PurchaseAgreement”).

The Company and thePurchasers hereby agree as follows:

1.             Definitions.

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

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

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

“AMEX” shall meanthe American Stock Exchange.

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

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

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

“Commission” meansthe 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 Notespurchased by the Purchasers pursuant to the Purchase Agreement.

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

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

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

“Filing Date”means March 31, 2006.

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

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

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

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

“Notes” means theSecured Convertible Promissory Notes issued to the Purchasers pursuant to thePurchase Agreement.

“Person” means anindividual or a corporation, partnership, trust, incorporated or unincorporatedassociation, joint venture, limited liability company, joint stock company,government (or an agency or political subdivision thereof) or other entity ofany kind.

“Proceeding” meansan action, claim, suit, investigation or proceeding (including, withoutlimitation, an investigation or partial proceeding, such as a deposition),whether commenced or threatened.

“Prospectus” meansthe prospectus included in any Registration Statement (including, withoutlimitation, a prospectus that includes any information previously omitted froma prospectus filed as part of an effective registration statement in relianceupon Rule 430A promulgated under the Securities Act), as amended orsupplemented by any prospectus supplement, with respect to the terms of theoffering of any portion of the Registrable Securities covered by suchRegistration Statement, and all other amendments and supplements to theProspectus, including post-effective amendments, and all material incorporatedby reference in such Prospectus.

“RegistrableSecurities” means (a) the Conversion Shares and the Warrant Shares(without regard to any limitations on beneficial ownership contained in theNote or the Warrants) or other securities issued or issuable to each Purchaseror its transferee or designee (i) upon conversion of the Notes and/or uponexercise of the Warrants, or (ii) upon any dividend or distribution withrespect to, any exchange for or any replacement of such Notes, ConversionShares, Warrants or Warrant Shares or (iii) upon any conversion, exerciseor exchange of any securities issued in connection with any such distribution,exchange or replacement; (b) securities issued or issuable upon any stocksplit, stock dividend, recapitalization or similar event with respect to theforegoing; and (c) any other security issued as a dividend or otherdistribution with respect to, in exchange for, in replacement or redemption of,or in reduction of the liquidation value of, any of the securities referred toin the preceding clauses; provided, however, that such securities shall ceaseto be Registrable 

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Securities when suchsecurities have been sold to or through a broker or dealer or underwriter in apublic distribution or a public securities transaction or when such securitiesmay be sold without any restriction pursuant to Rule 144(k) asdetermined 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 2of this Agreement.

“RegistrationStatement” means the registration statements and any additionalregistration statements contemplated by Section 2, including (in eachcase) the Prospectus, amendments and supplements to such registration statementor Prospectus, including pre- and post-effective amendments, all exhibitsthereto, and all material incorporated by reference in such registration statement.

“Rule 144”means Rule 144 promulgated by the Commission pursuant to the SecuritiesAct, as such Rule may be amended from time to time, or any similar rule orregulation hereafter adopted by the Commission having substantially the sameeffect as such Rule.

“Rule 158”means Rule 158 promulgated by the Commission pursuant to the SecuritiesAct, as such Rule may be amended from time to time, or any similar rule orregulation hereafter adopted by the Commission having substantially the sameeffect as such Rule.

“Rule 415”means Rule 415 promulgated by the Commission pursuant to the SecuritiesAct, as such Rule may be amended from time to time, or any similar rule orregulation hereafter adopted by the Commission having substantially the sameeffect as such Rule.

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

“Special Counsel”means Wiggin and Dana LLP.

“Warrants” meansthe 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 beissued to the Purchasers or their assignees or designees in connection with theoffering consummated under the Purchase Agreement.

2.             Registration. As soon as possible following theClosing Date (but not later than the Filing Date), the Company shall prepareand file with the Commission a “shelf” Registration Statement covering allRegistrable Securities for a secondary or resale offering to be made on acontinuous basis pursuant to Rule 415. The Registration Statement shall beon Form S-3 (or if such form is not available to the Company onanother form appropriate for such registration in accordance herewith). TheCompany shall use its reasonable best efforts to cause the RegistrationStatement to be declared effective under the Securities Act not later thanninety (90) days after the Closing Date (including filing with the Commission arequest for acceleration of effectiveness in accordance with Rule 461promulgated under 

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the Securities Act withinfive (5) Business Days of the date that the Company is notified (orally orin writing, whichever is earlier) by the Commission that a RegistrationStatement will not be “reviewed,” or not be subject to further review) and tokeep such Registration Statement continuously effective under the SecuritiesAct until such date as is the earlier of (x) the date when all RegistrableSecurities covered by such Registration Statement have been sold or (y) withrespect to such Holder, such time as all Registrable Securities held by suchHolder may be sold without any restriction pursuant to Rule 144(k) asdetermined by the counsel to the Company pursuant to a written opinion letter,addressed to the Company’s transfer agent to such effect (the “EffectivenessPeriod”). For purposes of the obligations of the Company under this Agreement,no Registration Statement shall be considered “effective” with respect to anyRegistrable Securities unless such Registration Statement lists the Holders ofsuch Registrable Securities as “Selling Stockholders” and includes such otherinformation as is required to be disclosed with respect to such Holders topermit them to sell their Registrable Securities pursuant to such RegistrationStatement, unless any such Holder is not included as a “Selling Stockholder”pursuant to Section 3(m). Such Registration Statement also shall cover, tothe extent allowable under the Securities Act and the Rules promulgatedthereunder (including Securities Act Rule 416), such indeterminate numberof additional shares of Common Stock resulting from stock splits, stockdividends or similar transactions with respect to the Registrable Securities.

3.             Registration Procedures.

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

(a)           Prepare and file with the Commissionon 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 appropriatefor such registration in accordance herewith) (which shall include a Plan ofDistribution substantially in the form of Exhibit A attachedhereto), and cause the Registration Statement to become effective and remaineffective as provided herein; provided, however, that not less than three (3) BusinessDays prior to the filing of the Registration Statement or any relatedProspectus or any amendment or supplement thereto, the Company shall (i) furnishto the Special Counsel, copies of all such documents proposed to be filed,which documents (other than those incorporated by reference) will be subject tothe review of such Special Counsel, and (ii) at the request of any Holdercause its officers and directors, counsel and independent certified publicaccountants to respond to such inquiries as shall be necessary, in thereasonable opinion of counsel to such Holders, to conduct a reasonableinvestigation within the meaning of the Securities Act. The Company shall notfile the Registration Statement or any such Prospectus or any amendments orsupplements thereto to which the Holders of a majority of the RegistrableSecurities or the Special Counsel shall reasonably object within three (3) BusinessDays after their receipt thereof. In the event of any such objection, theHolders shall provide the Company with any requested revisions to suchprospectus or supplement within two (2) Business Days of such objection.

(b)           (i) Prepare and file with theCommission such amendments, including post-effective amendments, to theRegistration Statement as may be necessary to keep the 

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Registration Statementcontinuously effective as to the applicable Registrable Securities for theEffectiveness Period and to the extent any Registrable Securities are notincluded in such Registration Statement for reasons other than the failure ofthe Holder to comply with Section 3(m) hereof, shall prepare and filewith the Commission such amendments to the Registration Statement or suchadditional Registration Statements in order to register for resale under theSecurities Act all Registrable Securities; (ii) cause the relatedProspectus to be amended or supplemented by any required Prospectus supplement,and as so supplemented or amended to be filed pursuant to Rule 424 (or anysimilar provisions then in force) promulgated under the Securities Act; (iii) respondas promptly as reasonably practicable, and in no event later than ten (10) BusinessDays to any comments received from the Commission with respect to theRegistration Statement or any amendment thereto and as promptly as reasonablypracticable provide the Holders true and complete copies of all correspondencefrom and to the Commission relating to the Registration Statement, but not,without the prior written consent of the Holders, any comments that wouldresult in the disclosure to the Holders of material and non-public informationconcerning the Company; and (iv) comply in all material respects with theprovisions of the Securities Act and the Exchange Act with respect to thedisposition of all Registrable Securities covered by the Registration Statementduring the applicable period in accordance with the intended methods ofdisposition by the Holders thereof set forth in the Registration Statement asso amended or in such Prospectus as so supplemented.

(c)           Notify Holders of RegistrableSecurities to be sold and the Special Counsel as promptly as reasonablypracticable (A) when a Prospectus or any Prospectus supplement orpost-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) BusinessDays prior to date of such filing); (B) when the Commission notifies theCompany whether there will be a “review” of such Registration Statement andwhenever the Commission comments in writing on such Registration Statement; and(C) with respect to the Registration Statement or any post-effectiveamendment, when the same has become effective, and after the effectivenessthereof: (i) of any request by the Commission or any other Federal orstate governmental authority for amendments or supplements to the RegistrationStatement or Prospectus or for additional information; (ii) of theissuance by the Commission of any stop order suspending the effectiveness ofthe Registration Statement covering any or all of the Registrable Securities orthe initiation of any Proceedings for that purpose; (iii) of the receiptby the Company of any notification with respect to the suspension of thequalification or exemption from qualification of any of the RegistrableSecurities for sale in any jurisdiction, or the initiation or threatening ofany Proceeding for such purpose; and (iv) if the financial statementsincluded in the Registration Statement become ineligible for inclusion thereinor of the occurrence of any event that makes any statement made in theRegistration Statement or Prospectus or any document incorporated or deemed tobe incorporated therein by reference untrue in any material respect or thatrequires any revisions to the Registration Statement, Prospectus or otherdocuments 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 factor omit to state any material fact required to be stated therein or necessaryto make the statements therein, in the light of the circumstances under whichthey were made, not misleading. Without limitation to any remedies to which theHolders may be entitled under this Agreement, if any of the events described inSection 3(c)(C)(i), 3(c)(C)(ii), 3(c)(C)(iii)

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or3(c)(C)(iv) occur, the Company shall use its reasonable best efforts torespond to and correct the event.

(d)           Use its reasonable best efforts toavoid the issuance of, or, if issued, use reasonable best efforts to obtain thewithdrawal of, (i) any order suspending the effectiveness of theRegistration Statement or (ii) any suspension of the qualification (orexemption from qualification) of any of the Registrable Securities for sale inany jurisdiction, at the earliest practicable time.

(e)           If requested by any Holder ofRegistrable Securities, (i) promptly incorporate in a Prospectussupplement or post-effective amendment to the Registration Statement suchinformation as the Company reasonably agrees should be included therein and (ii) makeall required filings of such Prospectus supplement or such post-effectiveamendment as soon as reasonably practicable after the Company has receivednotification of the matters to be incorporated in such Prospectus supplement orpost-effective amendment.

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

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

(h)           Prior to any public offering ofRegistrable Securities, use its reasonable best efforts to register or qualifyor cooperate with the selling Holders and the Special Counsel in connectionwith the registration or qualification (or exemption from such registration orqualification) of such Registrable Securities for offer and sale under thesecurities or Blue Sky laws of such jurisdictions within the United States asany Holder requests in writing, to keep each such registration or qualification(or exemption therefrom) effective during the Effectiveness Period and to doany and all other acts or things necessary or advisable to enable thedisposition in such jurisdictions of the Registrable Securities covered by aRegistration Statement; provided, however, that the Company shall not berequired to qualify generally to do business in any jurisdiction where it isnot then so qualified or to take any action that would subject it to generalservice of process in any jurisdiction where it is not then so subject orsubject the Company to any material tax in any such jurisdiction where it isnot then so subject.

(i)            Cooperate with the Holders tofacilitate the timely preparation and delivery of certificates representingRegistrable Securities to be sold pursuant to a Registration Statement, whichcertificates shall be free, to the extent permitted by applicable law and the 

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Purchase Agreement, ofall restrictive legends, and to enable such Registrable Securities to be insuch denominations and registered in such names as any Holder may request atleast two (2) Business Days prior to any sale of Registrable Securities.In connection therewith, the Company shall promptly after the effectiveness ofthe Registration Statement cause an opinion of counsel to be delivered to andmaintained with its transfer agent, together with any other authorizations,certificates and directions required by the transfer agent, which authorize anddirect the transfer agent to issue such Registrable Securities without legendupon sale by the Holder of such shares of Registrable Securities under theRegistration Statement.

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

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

(l)            Comply in all material respects withall applicable rules and regulations of the Commission and make generallyavailable to its security holders earnings statements satisfying the provisionsof Section 11(a) of the Securities Act and Rule 158 not laterthan 45 days after the end of any 3-month period (or 90 days after theend of any 12-month period if such period is a fiscal year) commencing onthe first day of the first fiscal quarter of the Company after the effectivedate of the Registration Statement, which statement shall conform to therequirements of Rule 158.

(m)          Request each selling Holder to furnishto the Company information regarding such Holder and the distribution of suchRegistrable Securities as is required by law or the Commission to be disclosedin the Registration Statement, and the Company may exclude from suchregistration the Registrable Securities of any such Holder who fails to furnishsuch information within a reasonable time prior to the filing of eachRegistration Statement, supplemented Prospectus and/or amended RegistrationStatement.

If the RegistrationStatement refers to any Holder by name or otherwise as the holder of anysecurities of the Company, then such Holder shall have the right to require (ifsuch reference to such Holder by name or otherwise is not required by theSecurities Act or any similar federal statute then in force) the deletion ofthe reference to such Holder in any amendment or supplement to the RegistrationStatement filed or prepared subsequent to the time that such reference ceasesto be required.

Each Holder agrees by itsacquisition of such Registrable Securities that, upon receipt of a notice fromthe Company of the occurrence of any event of the kind described in 

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Section 3(c)(C)(i),3(c)(C)(ii), 3(c)(C)(iii), 3(c)(C)(iv), or 3(n), such Holder will forthwithdiscontinue disposition of such Registrable Securities under the RegistrationStatement until such Holder’s receipt of the copies of the supplementedProspectus 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 ofthe applicable Prospectus may be resumed, and, in either case, has receivedcopies of any additional or supplemental filings that are incorporated or deemedto be incorporated by reference in such Prospectus or Registration Statement.

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

4.             Registration Expenses.

All fees and expensesincident to the performance of or compliance with this Agreement by the Companyshall be borne by the Company whether or not the Registration Statement isfiled or becomes effective and whether or not any Registrable Securities aresold pursuant to the Registration Statement. The fees and expenses referred toin the foregoing sentence shall include, without limitation, (i) allregistration and filing fees (including, without limitation, fees and expenses (A) withrespect to filings required to be made with AMEX and each other securitiesexchange, quotation system, market or over-the-counter bulletin board on whichRegistrable Securities are required hereunder to be listed, (B) withrespect to filings required to be made with the Commission, and (C) incompliance with state securities or Blue Sky laws (including, withoutlimitation, reasonable and documented fees and disbursements of Special Counselin connection with Blue Sky qualifications of the Registrable Securities anddetermination of the eligibility of the Registrable Securities for investmentunder the laws of such jurisdictions as the Holders of a majority ofRegistrable Securities may designate)), (ii) printing expenses (including,without limitation, expenses of printing certificates for RegistrableSecurities 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 allother Persons retained by the Company in connection with the consummation ofthe transactions contemplated by this Agreement, including, without limitation,the Company’s independent public 

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accountants (including,in the case of an underwritten offering, the expenses of any comfort letters orcosts associated with the delivery by independent public accountants of acomfort letter or comfort letters) and legal counsel, and (vi) reasonableand documented fees and expenses of the Special Counsel in connection with anyRegistration Statement hereunder. In addition, the Company shall be responsiblefor all of its internal expenses incurred in connection with the consummationof the transactions contemplated by this Agreement (including, without limitation,all salaries and expenses of its officers and employees performing legal oraccounting duties), the expense of any annual audit, the fees and expensesincurred in connection with the listing of the Registrable Securities on anysecurities exchange as required hereunder.

5.             Indemnification.

(a)           Indemnification by the Company.The Company shall, notwithstanding any termination of this Agreement, indemnifyand hold harmless each Holder, the officers, directors, agents, brokers(including brokers who offer and sell Registrable Securities as principal as aresult of a pledge or any failure to perform under a margin call of CommonStock), investment advisors and employees of each of them, each Person whocontrols any such Holder (within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act) and the officers,directors, agents and employees of each such controlling Person, to the fullestextent permitted by applicable law, from and against any and all losses,claims, damages, liabilities, costs (including, without limitation, costs ofpreparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”),as incurred, arising out of or relating to any untrue or alleged untruestatement of a material fact contained or incorporated by reference in theRegistration Statement, any Prospectus or any form of prospectus or in anyamendment or supplement thereto or in any preliminary prospectus, or arisingout of or relating to any omission or alleged omission of a material fact requiredto be stated therein or necessary to make the statements therein (in the caseof any Prospectus or form of prospectus or amendment or supplement thereto, inthe light of the circumstances under which they were made) not misleading,except to the extent, but only to the extent, that (i) such untruestatements or omissions are based solely upon information regarding such Holderfurnished 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 tothe extent that such information relates to (x) such Holder and wasreviewed and expressly approved in writing by such Holder expressly for use inthe Registration Statement, such Prospectus or such form of prospectus or inany amendment or supplement thereto or (y) such Holder’s proposed methodof distribution of Registrable Securities as set forth in Exhibit A(or as such Holder otherwise informs the Company in writing); or (ii) inthe 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 ordefective Prospectus after the delivery to the Holder of written notice fromthe Company that the Prospectus is outdated or defective and prior to thereceipt by such Holder of the Advice contemplated in Section 3(m);provided, however, that the indemnity agreement contained in this Section 5(a) shallnot apply to amounts paid in settlement of any Losses if such settlement iseffected without the prior written consent of the Company, which consent shallnot be unreasonably withheld. The Company shall notify the Holders promptly ofthe institution, threat or assertion of any Proceeding of which the Company isaware in connection with the transactions contemplated by this Agreement. Suchindemnity shall remain in full force and effect regardless of any investigationmade by or on behalf of an Indemnified Party (as defined in Section 5(c) tothis Agreement) and shall

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survive the transfer ofthe Registrable Securities by the Holders.

(b)           Indemnification by Holders.Each Holder shall, severally and not jointly, indemnify and hold harmless theCompany, its directors, officers, agents and employees, each Person whocontrols the Company (within the meaning of Section 15 of the SecuritiesAct and Section 20 of the Exchange Act), and the directors, officers,agents and employees of such controlling Persons, to the fullest extentpermitted by applicable law, from and against all Losses, as incurred, arisingsolely out of or based solely upon any untrue statement of a material factcontained in the Registration Statement, any Prospectus, or any form ofprospectus, or in any amendment or supplement thereto, or arising solely out ofor based solely upon any omission of a material fact required to be statedtherein or necessary to make the statements therein (in the case of anyProspectus or form of prospectus or supplement thereto, in the light of thecircumstances under which they were made) not misleading, to the extent, butonly to the extent, that (i) such untrue statement or omission iscontained in or omitted from any information so furnished in writing by suchHolder to the Company specifically for inclusion in the Registration Statementor such Prospectus and that such information was reasonably relied upon by theCompany for use in the Registration Statement, such Prospectus, or in anyamendment or supplement thereto, or to the extent that such information relatesto (x) such Holder and was reviewed and expressly approved in writing bysuch Holder expressly for use in the Registration Statement, such Prospectus,or such form of prospectus or in any amendment or supplement thereto or (y) suchHolder’s proposed method of distribution of Registrable Securities as set forthin Exhibit A (or as such Holder otherwise informs the Company inwriting), (ii) in the case of an occurrence of an event of the typedescribed 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 deliveryto the Holder of written notice from the Company that the Prospectus isoutdated or defective and prior to the receipt by such Holder of the Advicecontemplated in Section 3(m) or (iii) such Holder’s failure tocomply with the Prospectus delivery requirements of the Securities Act throughno fault of the Company; provided, however, that the indemnity agreementcontained in this Section 5(b) shall not apply to amounts paid insettlement of any Losses if such settlement is effected without the priorwritten consent of the Holder, which consent shall not be unreasonablywithheld. Notwithstanding anything to the contrary contained herein, the Holdershall be liable under this Section 5(b) for only that amount as doesnot exceed the net proceeds to such Holder as a result of the sale ofRegistrable Securities pursuant to such Registration Statement.

(c)           Conduct of IndemnificationProceedings. If any Proceeding shall be brought or asserted against anyPerson entitled to indemnity hereunder (an “Indemnified Party”), suchIndemnified Party promptly shall notify the Person from whom indemnity issought (the “Indemnifying Party”) in writing, and the Indemnifying Party shallhave the right to assume the defense thereof, including the employment ofcounsel reasonably satisfactory to the Indemnified Party and the payment of allreasonable fees and expenses incurred in connection with defense thereof;provided, that the failure of any Indemnified Party to give such notice shallnot relieve the Indemnifying Party of its obligations or liabilities pursuantto this Agreement, except (and only) to the extent that it shall be finallydetermined by a court of competent jurisdiction (which determination is notsubject to appeal or further review) that such failure shall have proximatelyand materially adversely prejudiced the

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Indemnifying Party.

An Indemnified Partyshall have the right to employ separate counsel in any such Proceeding and toparticipate in the defense thereof, but the fees and expenses of such counselshall be at the expense of such Indemnified Party or Parties unless: (1) theIndemnifying Party has agreed in writing to pay such fees and expenses; or (2) theIndemnifying Party shall have failed promptly to assume the defense of suchProceeding and to employ counsel reasonably satisfactory to such IndemnifiedParty in any such Proceeding; or (3) the named parties to any suchProceeding (including any impleaded parties) include both such IndemnifiedParty and the Indemnifying Party, and such Indemnified Party shall have beenadvised in writing by counsel that a conflict of interest is likely to exist ifthe same counsel were to represent such Indemnified Party and the IndemnifyingParty (in which case, if such Indemnified Party notifies the Indemnifying Partyin writing that it elects to employ separate counsel at the expense of theIndemnifying Party, the Indemnifying Party shall not have the right to assumethe defense thereof and such counsel shall be at the reasonable expense of the IndemnifyingParty). The Indemnifying Party shall not be liable for any settlement of anysuch Proceeding effected without its written consent, which consent shall notbe unreasonably withheld. No Indemnifying Party shall, without the priorwritten consent of the Indemnified Party, effect any settlement of any pendingProceeding in respect of which any Indemnified Party is a party, unless suchsettlement includes an unconditional release of such Indemnified Party from allliability on claims that are the subject matter of such Proceeding and does notimpose any monetary or other obligation or restriction on the IndemnifiedParty.

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

(d)           Contribution. If a claim forindemnification under Section 5(a) or 5(b) is unavailable to anIndemnified Party because of a failure or refusal of a governmental authorityto enforce such indemnification in accordance with its terms (by reason ofpublic policy or otherwise), then each Indemnifying Party, in lieu of indemnifyingsuch Indemnified Party, shall contribute to the amount paid or payable by suchIndemnified Party as a result of such Losses, in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party andIndemnified Party in connection with the actions, statements or omissions thatresulted in such Losses as well as any other relevant equitable considerations.The relative fault of such Indemnifying Party and Indemnified Party shall bedetermined by reference to, among other things, whether any action in question,including any untrue or alleged untrue statement of a material fact or omissionor alleged omission of a material fact, has been taken or made by, or relatesto information supplied by, such Indemnifying Party or 

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Indemnified Party, andthe parties’ relative intent, knowledge, access to information and opportunityto correct or prevent such action, statement or omission. The amount paid orpayable 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 reasonableattorneys’ or other reasonable fees or expenses incurred by such party inconnection with any Proceeding to the extent such party would have beenindemnified for such fees or expenses if the indemnification provided for inthis Section was available to such party in accordance with its terms.Notwithstanding anything to the contrary contained herein, the Holder shall berequired to contribute under this Section 5(d) for only that amountas does not exceed the net proceeds to such Holder as a result of the sale ofRegistrable Securities pursuant to such Registration Statement.

The parties hereto agreethat it would not be just and equitable if contribution pursuant to this Section 5(d) weredetermined by pro rata allocation or by any other method of allocation thatdoes not take into account the equitable considerations referred to in theimmediately preceding paragraph. No Person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any Person who was notguilty of such fraudulent misrepresentation.

The indemnity andcontribution agreements contained in this Section are in addition to anyliability that the Indemnifying Parties may have to the Indemnified Parties.The indemnity and contribution agreements herein are in addition to and not indiminution or limitation of any indemnification provisions under the PurchaseAgreement.

6.             Rule 144.

As long as any Holderowns Notes, Conversion Shares, Warrants or Warrant Shares, the Companycovenants to timely file (or obtain extensions in respect thereof and filewithin the applicable grace period) all reports required to be filed by theCompany after the date hereof pursuant to Section 13(a) or 15(d) ofthe Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrantsor Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or15(d) of the Exchange Act, it will prepare and furnish to the Holders andmake publicly available in accordance with Rule 144(c) promulgatedunder the Securities Act annual and quarterly financial statements, togetherwith a discussion and analysis of such financial statements in form andsubstance substantially similar to those that would otherwise be required to beincluded in reports required by Section 13(a) or 15(d) of theExchange Act, as well as any other information required thereby, in the timeperiod that such filings would have been required to have been made under theExchange Act. The Company further covenants that it will take such furtheraction as any Holder may reasonably request, all to the extent required fromtime to time to enable such Person to sell Notes, Conversion Shares, Warrantsand Warrant Shares without registration under the Securities Act within thelimitation of the exemptions provided by Rule 144 promulgated under theSecurities Act, including compliance with the provisions of the PurchaseAgreement relating to the transfer of the Notes, Conversion Shares, Warrantsand Warrant Shares. Upon the request of any Holder, the Company shall deliverto such Holder a written certification of a duly authorized officer as towhether it has complied with such requirements.

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7.             Miscellaneous.

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

(b)           No Inconsistent Agreements.Except as otherwise disclosed in the Purchase Agreement, neither the Companynor any of its subsidiaries is a party to an agreement currently in effect, norshall 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 inconsistentwith the rights granted to the Holders in this Agreement or otherwise conflictswith the provisions hereof. Without limiting the generality of the foregoing,other than with respect to the rights of the holders of the Company’s currentlyoutstanding convertible notes and the common stock underlying such convertiblenotes, without the written consent of the Holders of a majority of the thenoutstanding Registrable Securities, the Company shall not grant to any Personthe right to request the Company to register any securities of the Companyunder the Securities Act unless the rights so granted are subject in allrespects to the rights of the Holders set forth herein, and are not otherwisein conflict with the provisions of this Agreement.

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

(d)           Piggy-Back Registrations. Ifat any time when there is not an effective Registration Statement covering allof the Registrable Securities, the Company shall determine to prepare and filewith the Commission a registration statement relating to an offering for itsown account or the account of others under the Securities Act of any of itsequity securities, other than on Form S-4 or Form S-8(each as promulgated under the Securities Act) or their then equivalentsrelating to equity securities to be issued solely in connection with anyacquisition of any entity or business or equity securities issuable inconnection with stock option or other employee benefit plans and other thanwith respect to the rights of the holders of the Company’s currentlyoutstanding warrants and convertible notes and the common stock underlying suchwarrants and convertible notes and the Company’s currently effectiveregistration statement on Form S-1 relating to its Standby EquityDistribution Agreement with Cornell Capital, as it may be amended from time totime, the Company shall send to each Holder of Registrable Securities writtennotice of such 

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determination and, ifwithin seven (7) Business Days after receipt of such notice, any suchHolder shall so request in writing (which request shall specify the RegistrableSecurities intended to be disposed of by the Holder), the Company will causethe registration under the Securities Act of all Registrable Securities whichthe Company has been so requested to register by the Holder, to the extentrequired to permit the disposition of the Registrable Securities so to beregistered, provided that if at any time after giving written notice of itsintention to register any securities and prior to the effective date of theregistration statement filed in connection with such registration, the Companyshall determine for any reason not to register or to delay registration of suchsecurities, the Company may, at its election, give written notice of suchdetermination to such Holder and, thereupon, (i) in the case of adetermination not to register, shall be relieved of its obligation to registerany Registrable Securities in connection with such registration (but not fromits obligation to pay expenses in accordance with Section 4 hereof), and (ii) inthe case of a determination to delay registering, shall be permitted to delayregistering any Registrable Securities being registered pursuant to this Section 7(d) forthe same period as the delay in registering such other securities. The Companyshall include in such registration statement all or any part of suchRegistrable Securities such Holder requests to be registered. In the case of anunderwritten public offering, if the managing underwriter(s) orunderwriter(s) should reasonably object to the inclusion of theRegistrable Securities in such registration statement, then if the Companyafter consultation with the managing underwriter should reasonably determinethat the inclusion of such Registrable Securities, would materially adverselyaffect the offering contemplated in such registration statement, and based onsuch determination recommends inclusion in such registration statement of feweror none of the Registrable Securities of the Holders, then (x) the numberof Registrable Securities of the Holders included in such registrationstatement shall be reduced pro-rata among such Holders (based upon the numberof Registrable Securities requested to be included in the registration), if theCompany after consultation with the underwriter(s) recommends theinclusion of fewer Registrable Securities, or (y) none of the RegistrableSecurities of the Holders shall be included in such registration statement, ifthe Company after consultation with the underwriter(s) recommends theinclusion of none of such Registrable Securities; provided, however, that ifsecurities are being offered for the account of other persons or entities aswell as the Company, such reduction shall not represent a greater fraction ofthe number of Registrable Securities intended to be offered by the Holders thanthe fraction of similar reductions imposed on such other persons or entities(other than the Company).

(e)           Failure to File RegistrationStatement and Other Events. The Company and the Holders agree that theHolders will suffer damages if the Registration Statement is not filed on orprior to the Filing Date and maintained in the manner contemplated hereinduring the Effectiveness Period. The Company and the Holders further agree thatit would not be feasible to ascertain the extent of such damages withprecision. Accordingly, if (i) the Registration Statement is not filed onor prior to the Filing Date, or (ii) the Company fails to file with theCommission a request for acceleration in accordance with Rule 461promulgated under the Securities Act within five (5) Business Days of thedate that the Company is notified (orally or in writing, whichever is earlier)by the Commission that a Registration Statement will not be “reviewed,” or notsubject to further review, or (iii) the Registration Statement is filedwith and declared effective by the Commission but thereafter ceases to beeffective as to all Registrable Securities at any time prior to the expirationof the 

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Effectiveness Period,without being succeeded immediately by a subsequent Registration Statementfiled with the Commission, except as otherwise permitted by this Agreement,including pursuant to Section 3(n), or (iv) trading in the CommonStock shall be suspended or if the Common Stock is delisted from eachsecurities exchange, quotation system, market or over-the-counter bulletinboard on which Registrable Securities are required hereunder to be listed (eachan “Exchange”), without immediately being listed on any other Exchange, for anyreason for more than five (5) Business Days, other than pursuant to Section 3(n),or (v) the Company refuses or fails to effect any conversion of the Notesinto Conversion Shares or any exercise of Warrants into Warrant Shares inaccordance with the terms of the Notes and Warrants for any reason without theconsent of the particular Holder (any such failure or breach being referred toas an “Event”), the Company shall pay in cash as liquidated damages for suchfailure and not as a penalty to each Holder an amount equal to two percent (2%)of such Holder’s Subscription Amount for the initial thirty (30) day perioduntil the applicable Event has been cured, which shall be pro rated for suchperiods less than thirty (30) days and two percent (2%) of such Holder’sSubscription Amount for each subsequent thirty (30) day period until theapplicable Event has been cured which shall be pro rated for such periods lessthan thirty days (the “Periodic Amount”). Payments to be made pursuant to this Section 7(e) shallbe due and payable immediately upon demand in immediately available cash funds.The parties agree that the Periodic Amount represents a reasonable estimate onthe part of the parties, as of the date of this Agreement, of the amount ofdamages that may be incurred by the Holders if the Registration Statement isnot filed on or prior to the Filing Date and maintained in the mannercontemplated herein during the Effectiveness Period or if any other Event asdescribed herein has occurred. Notwithstanding the foregoing, the Company shallremain obligated to cure the breach or correct the condition that caused theEvent, and the Holder shall have the right to take any action necessary ordesirable to enforce such obligation. Each Holder of Registrable Securitiesacknowledges that, notwithstanding any provision of this Agreement, no damagesshall be payable in connection with the Company’s imposition of a BlackoutPeriod in accordance with Section 3(n) of this Agreement.

(f)            Specific Enforcement, Consent toJurisdiction.

(i)            The Company and the Holdersacknowledge and agree that irreparable damage would occur in the event that anyof the provisions of this Agreement were not performed in accordance with theirspecific terms or were otherwise breached. It is accordingly agreed that theparties shall be entitled to an injunction or injunctions to prevent or curebreaches of the provisions of this Agreement and to enforce specifically theterms and provisions hereof, this being in addition to any other remedy towhich any of them may be entitled by law or equity.

(ii)           Each of the Company and the Holders (i) herebyirrevocably submits to the exclusive jurisdiction of the state and federalcourts located in New York City, New York for the purposes of any suit, actionor proceeding arising out of or relating to this Agreement and (ii) herebywaives, and agrees not to assert in any such suit, action or proceeding, anyclaim that it is not personally subject to the jurisdiction of such court, thatthe suit, action or proceeding is brought in an inconvenient forum or that thevenue of the suit, action or proceeding is improper. Each of the Company andthe 

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Holdersconsents to process being served in any such suit, action or proceeding bymailing a copy thereof to such party at the address in effect for notices to itunder this Agreement and agrees that such service shall constitute good andsufficient service of process and notice thereof. Nothing in this Section 7(f) shallaffect or limit any right to serve process in any other manner permitted bylaw.

(g)           Amendments and Waivers. Theprovisions of this Agreement, including the provisions of this sentence, maynot be amended, modified or supplemented, and waivers or consents to departuresfrom the provisions hereof may not be given, unless the same shall be inwriting and signed by the Company and the Holders of at least a majority of theRegistrable Securities. Notwithstanding the foregoing, a waiver or consent todepart from the provisions hereof with respect to a matter that relatesexclusively to the rights of Holders and that does not directly or indirectlyaffect the rights of other Holders may be given by Holders of the RegistrableSecurities to which such waiver or consent relates; provided, however, that theprovisions of this sentence may not be amended, modified, or supplementedexcept in accordance with the provisions of the immediately preceding sentence.

(h)           Notices. Any and all noticesor other communications or deliveries required or permitted to be providedhereunder shall be in writing and shall be deemed given and effective on theearlier of (i) the date of transmission, if such notice or communicationis delivered via facsimile at the facsimile telephone number specified fornotice prior to 5:00 p.m., New York City time, on a Business Day, (ii) thenext Business Day after the date of transmission, if such notice orcommunication is delivered via facsimile at the facsimile number specified inthis 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 Citytime, on such date, (iii) the Business Day following the date of mailing,if sent by nationally recognized overnight courier service such as FederalExpress or (iv) actual receipt by the party to whom such notice isrequired to be given. The addresses for such communications shall be withrespect to each Holder at its address set forth under its name on Schedule 1attached hereto, or with respect to the Company, addressed to:

AccessPharmaceuticals, Inc.2600 Stemmons Freeway, Suite 176Dallas, Texas 75207Attention: President Facsimile No.: (214) 905-5101

or to such other address or addresses or facsimilenumber or numbers as any such party may most recently have designated inwriting to the other parties hereto by such notice. Copies of notices to theCompany shall be sent to:

Bingham McCutchen LLP150 Federal StreetBoston, Massachusetts 02110 Attention:  John J. Concannon, IIIFacsimile No.: (617) 951-8736

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

(i)            Successors and Assigns. ThisAgreement shall be binding upon and inure to the benefit of the parties andtheir successors and permitted assigns and shall inure to the benefit of eachHolder and its successors and assigns; provided, that the Company may notassign this Agreement or any of its rights or obligations hereunder without theprior written consent of each Holder; and provided, further, that each Holdermay assign its rights hereunder in the manner and to the Persons as permittedunder the Purchase Agreement.

(j)            Assignment of Registration Rights.The rights of each Holder hereunder, including the right to have the Companyregister for resale Registrable Securities in accordance with the terms of thisAgreement, shall be automatically assignable by each Holder to any transfereeof such Holder of all or a portion of the Notes, the Warrants or theRegistrable Securities if: (i) the Holder agrees in writing with thetransferee or assignee to assign such rights, and a copy of such agreement isfurnished to the Company within a reasonable time after such assignment, (ii) theCompany is, within a reasonable time after such transfer or assignment,furnished with written notice of (a) the name and address of suchtransferee or assignee, and (b) the securities with respect to which suchregistration rights are being transferred or assigned, (iii) followingsuch transfer or assignment the further disposition of such securities by thetransferee or assignees is restricted under the Securities Act and applicablestate securities laws, (iv) at or before the time the Company receives thewritten notice contemplated by clause (ii) of this Section 7(j), thetransferee or assignee agrees in writing with the Company to be bound by all ofthe provisions of this Agreement, and (v) such transfer shall have beenmade 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 ofNotes, Warrants or Registrable Securities (i) that the Holder ortransferee of all or a portion of the Notes, the Warrants or the RegistrableSecurities as the case may be, furnish to the Company a written opinion ofcounsel that is reasonably acceptable to the Company to the effect that such transfermay be made without registration under the Securities Act, (ii) that theHolder or transferee execute and deliver to the Company an investment letter inform and substance acceptable to the Company and (iii) that the transfereebe an “accredited investor” as defined in Rule 501(a) promulgatedunder the Securities Act.

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

(l)            Governing Law. This Agreementshall be governed by and construed in 

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accordance with the lawsof the State of New York, without regard to principles of conflicts of lawthereof.

(m)          Cumulative Remedies. Theremedies provided herein are cumulative and not exclusive of any remediesprovided by law.

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

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

(p)           RegistrableSecurities Held by the Company and its Affiliates. Whenever the consent orapproval of Holders of a specified percentage of Registrable Securities isrequired hereunder, Registrable Securities held by the Company or itsAffiliates (other than any Holder or transferees or successors or assignsthereof if such Holder is deemed to be an Affiliate solely by reason of itsholdings of such Registrable Securities) shall not be counted in determiningwhether such consent or approval was given by the Holders of such requiredpercentage.

(q)           Obligations ofPurchasers. The Company acknowledges that the obligations of each Purchaserunder this Agreement, are several and not joint with the obligations of anyother Purchaser, and no Purchaser shall be responsible in any way for theperformance of the obligations of any other Purchaser under this Agreement. Thedecision of each Purchaser to enter into to this Agreement has been made bysuch Purchaser independently of any other Purchaser. The Company furtheracknowledges that nothing contained in this Agreement, and no action taken byany Purchaser pursuant hereto, shall be deemed to constitute the Purchasers asa partnership, an association, a joint venture or any other kind of entity, orcreate a presumption that the Purchasers are in any way acting in concert or asa group with respect to such obligations or the transactions contemplatedhereby. Each Purchaser shall be entitled to independently protect and enforceits rights, including without limitation, the rights arising out of thisAgreement, and it shall not be necessary for any other Purchaser to be joinedas an additional party in any proceeding for such purpose.

Each Purchaser was introduced to the Company by SCO Securities LLCwhich has acted solely as agent for the Company and not for any Purchaser(other than itself). Each Purchaser has been represented by its own separatelegal counsel in their review and negotiation of this Agreement and withrespect to the transactions contemplated hereby. 

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For reasons of administrative convenience only, this Agreement has beenprepared by Special Counsel (counsel for SCO Securities LLC) and the SpecialCounsel will perform certain duties under this Agreement. Such counsel does notrepresent all of the Purchasers but only SCO Securities LLC. The Company haselected to provide all Purchasers with the same terms and Agreement for theconvenience of the Company and not because it was required or requested to doso by the Purchasers. The Company acknowledges that such procedure with respectto this Agreement in no way creates a presumption that the Purchasers are inany way acting in concert or as a group with respect to this Agreement or thetransactions contemplated hereby or thereby.

[signaturepage follows]

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IN WITNESS WHEREOF, the parties hereto have causedthis Investor Rights Agreement to be duly executed by their respectiveauthorized persons as of the date first indicated above.
| **COMPANY:**                     |
|----------------------------------|
| **ACCESS PHARMACEUTICALS, INC.** |
| By:                              | /s/ Rosemary  Mazanet |   |
| Name: Rosemary  Mazanet          |   |
| Title: Acting  CEO               |   |

** **

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** **
| **PURCHASERS:**                             |
|---------------------------------------------|
| Print Exact Name:  SCO Capital Partners LLC |
| By:                                         | /s/ Steven H.  Rouhandeh |   |
| Name: Steven H.  Rouhandeh                  |   |
| Title: Chairman                             |   |

** **
| Print Exact Name: Beach  Capital LLC |
|--------------------------------------|
| By:                                  | /s/ Steven H.  Rouhandeh |   |
| Name: Steven H.  Rouhandeh           |   |
| Title:                               |   |

 
| Print Exact Name: Lake End  Capital LLC |
|-----------------------------------------|
| By:                                     | /s/ Jeffrey B.  Davis |   |
| Name: Jeffrey B.  Davis                 |   |
| Title:                                  |   |

 

[Omnibus AccessPharmaceuticals, Inc. Investor Rights Agreement Signature Page]

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SCHEDULE 1

PURCHASERS

 

| Name and Address                             |   | Copy of Notice  to:              |
|----------------------------------------------|--------|----------------------------------|
| SCO Capital Partners  LLC                    |   | Wiggin and Dana LLP              |
| 1285 Avenue of the Americas, 35th Floor      |   | 400 Atlantic Street              |
| New York, NY 10019                           |   | Stamford, CT 06901               |
| Attn: Jeffrey B. Davis                       |   | Telephone: (203) 363-7630        |
| T: 212-554-4158                              |   | Facsimile: (203) 363-7676        |
| F: 212-554-4058                              |   | Attn: Michael Grundei, Esq. |
| Email: JDavis@SCOGroup.com                   |   |                             |
| Beach Capital LLC                            |   |                             |
| 1285 Avenue of the Americas, 35th Floor |   |                             |
| New York, NY 10019                           |   |                             |
| Telephone: (212) 554-4158                    |   |                             |
| Fax: (212) 554-4058                          |   |                             |
| contact: Steven H. Rouhandeh                 |   |                             |
| e-mail: srouhandeh@scogroup.com              |   |                             |
| Lake End Capital LLC                         |   |                             |
| 33 Tall Oaks Drive                           |   |                             |
| Summit, New Jersey 07501                     |   |                             |
| Attn: Jeffrey B. Davis                       |   |                             |
| T: (212) 554-4158                            |   |                             |
| F: (212) 554-4058                            |   | ** **                       |

 

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EXHIBIT A

PLAN OFDISTRIBUTION

We are registering theshares of common stock on behalf of the selling security holders. Sales ofshares may be made by selling security holders, including their respectivedonees, transferees, pledgees or other successors-in-interest directly topurchasers 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, inthe over-the-counter market or otherwise, at market prices prevailing at thetime of sale, at prices related to market prices, or at negotiated or fixedprices. The shares may be sold by one or more of, or a combination of, thefollowing:

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

·                                          purchasesby a broker-dealer as principal and resale by such broker-dealer, includingresales for its account, pursuant to this prospectus;

·                                          ordinarybrokerage transactions and transactions in which the broker solicits purchases;

·                                          throughoptions, swaps or derivatives;

·                                          inprivately negotiated transactions;

·                                          inmaking short sales or in transactions to cover short sales; and

·                                          putor call option transactions relating to the shares.

The selling securityholders may effect these transactions by selling shares directly to purchasersor to or through broker-dealers, which may act as agents or principals. Thesebroker-dealers may receive compensation in the form of discounts, concessionsor commissions from the selling security holders and/or the purchasers ofshares for whom such broker-dealers may act as agents or to whom they sell asprincipals, or both (which compensation as to a particular broker-dealer mightbe in excess of customary commissions). The selling security holders haveadvised us that they have not entered into any agreements, understandings orarrangements with any underwriters or broker-dealers regarding the sale oftheir securities.

The selling securityholders may enter into hedging transactions with broker-dealers or otherfinancial institutions. In connection with those transactions, thebroker-dealers or other financial institutions may engage in short sales of theshares or of securities convertible into or exchangeable for the shares in thecourse of hedging positions they assume with the selling security holders. Theselling security holders may also enter into options or other 

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transactions withbroker-dealers or other financial institutions which require the delivery ofshares offered by this prospectus to those broker-dealers or other financialinstitutions. The broker-dealer or other financial institution may then resellthe shares pursuant to this prospectus (as amended or supplemented, if requiredby applicable law, to reflect those transactions).

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

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

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

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

·                                          thename of each such selling security holder and of the participatingbroker-dealer(s);

·                                          thenumber of shares involved;

·                                          theinitial price at which the shares were sold;

·                                          thecommissions paid or discounts or concessions allowed to the broker-dealer(s), whereapplicable;

·                                          thatsuch broker-dealer(s) did not conduct any investigation to verify theinformation set out or incorporated by reference in this prospectus; and

·                                          otherfacts material to the transactions.

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In addition, if requiredunder applicable law or the rules or regulations of the Commission, wewill file a supplement to this prospectus when a selling security holdernotifies us that a donee or pledgee intends to sell more than 500 shares ofcommon stock.

We are paying allexpenses and fees customarily paid by the issuer in connection with theregistration of the shares. The selling security holders will bear allbrokerage or underwriting discounts or commissions paid to broker-dealers inconnection with the sale of the shares.

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EXHIBIT B

FORM OFNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

[Name and Address of Transfer Agent]

Re:  AccessPharmaceuticals, Inc.

Dear [                    ]:

We are counsel toAccess Pharmaceuticals, Inc., a Delaware corporation (the “Company”), andhave represented the Company in connection with that certain Convertible Noteand Warrant Purchase Agreement (the “Purchase Agreement”) dated as of                               ,2006 by and among the Company and the buyers named therein (collectively, the “Holders”)pursuant to which the Company issued to the Holders its secured convertiblepromissory notes (the “Notes”) convertible into shares of its Common Stock, parvalue $0.01 per share (the “Common Stock”), and warrants to purchase shares ofthe Common Stock (the “Warrants”). Pursuant to the Purchase Agreement, theCompany has also entered into an Investor Rights Agreement with the Holders(the “Investor Rights Agreement”) pursuant to which the Company agreed, amongother things, to register the shares of Common Stock issuable upon conversionof the Notes and upon exercise of the Warrants, under the Securities Act of1933, as amended (the “1933 Act”). In connection with the Company’s obligationsunder the Investor Rights Agreement, on                               , 2006, the Companyfiled 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 Holdersas a selling securityholder thereunder.

In connection withthe foregoing, we advise you that a member of the SEC’s staff has advised us bytelephone that the SEC has entered an order declaring the RegistrationStatement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on[ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonicinquiry of a member of the SEC’s staff, that any stop order suspending itseffectiveness has been issued or that any proceedings for that purpose arepending before, or threatened by, the SEC and the Registrable Securities areavailable for resale under the 1933 Act pursuant to the Registration Statement.

Very truly yours,
| By: |   |   |
|-----|--------|--------|

cc:  [LIST NAMESOF HOLDERS]

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