**Exhibit No. 10.31**

**THIS WARRANT AND THE SECURITIES REPRESENTED HEREBYHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOTBE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVEREGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED ANOPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATIONUNDER SAID ACT IS NOT REQUIRED.**

Warrant No. W-          

COMMON STOCKPURCHASE WARRANT

To Purchase                         Shares of Common Stock of

ACCESSPHARMACEUTICALS, INC.

THIS IS TO CERTIFY THAT                     or registered assigns (the “Holder”), is entitled, during the Exercise Period(as hereinafter defined), to purchase from Access Pharmaceuticals, Inc., aDelaware corporation (the “Company”), the Warrant Stock (as hereinafter definedand subject to adjustment as provided herein), in whole or in part, at apurchase price of $0.264****per share, allon and subject to the terms and conditions hereinafter set forth.

1.             Definitions. As used in this Warrant, thefollowing terms have the respective meanings set forth below:

“Affiliate” meansany person or entity that, directly or indirectly through one or moreintermediaries, controls or is controlled by or is under common control with aperson or entity, as such terms are used in and construed under Rule 144under the Securities Act. With respect to a Holder of Warrants, any investmentfund or managed account that is managed on a discretionary basis by the sameinvestment manager as such Holder will be deemed to be an Affiliate of suchHolder.

“Appraised Value”means, in respect of any share of Common Stock on any date herein specified,the fair saleable value of such share of Common Stock (determined withoutgiving effect to the discount for (i) a minority interest or (ii) anylack of liquidity of the Common Stock or to the fact that the Company may haveno class of equity registered under the Exchange Act) as of the last day of themost recent fiscal month ending prior to such date specified, based on thevalue of the Company on a fully-diluted basis, as determined by a nationallyrecognized investment banking firm selected by the Company’s Board of Directorsand having no prior relationship with the Company.

“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.

“Change of Control”means the (i) acquisition by an individual or legal entity or group (asset forth in Section 13(d) of the Exchange Act) of more than one-halfof the voting rights or 

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equity interests in theCompany; or (ii) sale, conveyance, or other disposition of all orsubstantially all of the assets, property or business of the Company or themerger into or consolidation with any other corporation (other than a whollyowned subsidiary corporation) or effectuation of any transaction or series ofrelated transactions where holders of the Company’s voting securities prior tosuch transaction or series of transactions fail to continue to hold at least50% of the voting power of the Company (or, if other than the Company, thesuccessor or acquiring entity) immediately following such transaction.

“Closing Date”means February 16, 2006.

“Commission” meansthe Securities and Exchange Commission or any other federal agency thenadministering the Securities Act and other federal securities laws.

“Common Stock”means (except where the context otherwise indicates) the Common Stock, $0.01par value per share, of the Company as constituted on the Closing Date, and anycapital stock into which such Common Stock may thereafter be changed orconverted, and shall also include (i) capital stock of the Company of anyother class (regardless of how denominated) issued to the holders of shares ofCommon Stock upon any reclassification thereof which is also not preferred asto dividends or assets on liquidation over any other class of stock of theCompany and which is not subject to redemption and (ii) shares of commonstock of any successor or acquiring corporation received by or distributed tothe holders of Common Stock of the Company in the circumstances contemplated bySection 4.3.

“Current Market Price”means, in respect of any share of Common Stock on any date herein specified,

(1)           if there shall not then be a publicmarket for the Common Stock, the higher of

(a) the book valueper share of Common Stock at such date, and

(b) the AppraisedValue per share of Common Stock at such date,

or

(2)           if there shall then be a publicmarket for the Common Stock, the average of the daily market prices for thefive (5) consecutive trading days immediately before such date. The dailymarket price for each such trading day shall be (i) the closing bid priceon such day on the principal stock exchange (including Nasdaq) on which suchCommon Stock is then listed or admitted to trading, or quoted, as applicable, (ii) ifno sale takes place on such day on any such exchange, the last reported closingbid price on such day as officially quoted on any such exchange (includingNasdaq), (iii) if the Common Stock is not then listed or admitted totrading on any stock exchange, the last reported closing bid price on such dayin the over-the-counter market, as furnished by the National Association ofSecurities Dealers Automatic Quotation System or the Pink Sheets LLC, (iv) ifneither such corporation at the time is engaged in the business of reportingsuch prices, as furnished by any similar firm then engaged in such business, or(v) if there is no such firm, as furnished by any member of the NASDselected mutually by the holder of this Warrant and the Company or, if theycannot agree upon such selection, as selected by two such members of the NASD,one of which shall be selected by holder of this Warrant and 

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one of which shall beselected by the Company.

“Current Warrant Price”means, in respect of a share of Common Stock at any date herein specified, theprice at which a share of Common Stock may be purchased pursuant to thisWarrant on such date. Unless and until the Current Warrant Price is adjustedpursuant to the terms herein, the initial Current Warrant Price shall be $0.264per share of Common Stock.

“Exchange Act”means the Securities Exchange Act of 1934, as amended, or any similar federalstatute, and the rules and regulations of the Commission thereunder, allas the same shall be in effect from time to time.

“Exercise Period”means the period during which this Warrant is exercisable pursuant to Section 2.1.

“Expiration Date”means February 16, 2012.

“GAAP” meansgenerally accepted accounting principles in the United States of America asfrom time to time in effect.

“NASD” means theNational Association of Securities Dealers, Inc., or any successorcorporation thereto.

“Other Property”has the meaning set forth in Section 4.3.

“Person” means anyindividual, sole proprietorship, partnership, joint venture, trust,incorporated organization, association, corporation, limited liability company,institution, public benefit corporation, entity or government (whether federal,state, county, city, municipal or otherwise, including, without limitation, anyinstrumentality, division, agency, body or department thereof).

“Purchase Agreement”means that certain Convertible Note and Warrant Purchase Agreement dated as of February 16,2006****among the Company and the otherparties named therein, pursuant to which this Warrant was originally issued.

“Restricted CommonStock” means shares of Common Stock which are, or which upon their issuanceupon the exercise of any Warrant would be required to be, evidenced by acertificate bearing the restrictive legend set forth in Section 3.2.

“Securities Act”means the Securities Act of 1933, as amended, or any similar federal statute,and the rules and regulations of the Commission thereunder, all as thesame shall be in effect at the time.

“Trading Day”means any day on which the primary market on which shares of Common Stock arelisted is open for trading.

“Transfer” meansany disposition of any Warrant or Warrant Stock or of any interest in eitherthereof, which would constitute a sale thereof within the meaning of theSecurities Act.

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“Warrants” meansthis Warrant and all warrants issued upon transfer, division or combination of,or in substitution for, any thereof. All Warrants shall at all times beidentical as to terms and conditions and date, except as to the number ofshares of Common Stock for which they may be exercised.

“Warrant Price”means an amount equal to (i) the number of shares of Common Stock beingpurchased upon exercise of this Warrant pursuant to Section 2.1,multiplied by (ii) the Current Warrant Price.

“Warrant Stock”means the             shares of Common Stock to be purchased upon the exercise hereof, subject toadjustment as provided herein.

2.             Exercise of Warrant.

2.1.          Manner of Exercise. From andafter the Closing Date, and until 5:00 P.M., New York time, on theExpiration Date (the “Exercise Period”), the Holder may exercise this Warrant,on any Business Day, for all or any part of the number of shares of WarrantStock purchasable hereunder.

In order to exercise thisWarrant, in whole or in part, the Holder shall deliver to the Company at itsprincipal office or at the office or agency designated by the Company pursuantto Section 12, (i) a written notice of Holder’s election to exercisethis Warrant, which notice shall specify the number of shares of Warrant Stockto be purchased, (ii) payment of the Warrant Price as provided herein, and(iii) this Warrant. Such notice shall be substantially in the form of thesubscription form appearing at the end of this Warrant as Exhibit A,duly executed by the Holder or its agent or attorney. Upon receipt thereof, theCompany shall, as promptly as practicable, and in any event within threeBusiness Days thereafter, execute or cause to be executed and deliver or causeto be delivered to the Holder a certificate or certificates representing theaggregate number of full shares of Warrant Stock issuable upon such exercise,together with cash in lieu of any fraction of a share, as hereinafter provided.The stock certificate or certificates so delivered shall be, to the extentpossible, in such denomination or denominations as the Holder shall request in thenotice and shall be registered in the name of the Holder or if permittedpursuant to the terms of this Warrant such other name as shall be designated inthe notice. This Warrant shall be deemed to have been exercised and suchcertificate or certificates shall be deemed to have been issued, and the Holderor any other Person so designated to be named therein shall be deemed to havebecome a Holder of record of such shares for all purposes, as of the date whenthe notice, together with the payment of the Warrant Price and this Warrant, isreceived by the Company as described above. If this Warrant shall have beenexercised in part, the Company shall, at the time of delivery of thecertificate or certificates representing Warrant Stock, deliver to the Holder anew Warrant evidencing the rights of the Holder to purchase the unpurchasedshares of Common Stock called for by this Warrant, which new Warrant shall inall other respects be identical with this Warrant, or at the request of theHolder, appropriate notation may be made on this Warrant and the same returnedto the Holder.

Payment of the WarrantPrice may be made at the option of the Holder by: (i) certified orofficial bank check payable to the order of the Company, (ii) wiretransfer of immediately available funds to the account of the Company or (iii) thesurrender and cancellation of a portion 

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of shares of Common Stockthen held by the Holder or issuable upon such exercise of this Warrant, whichshall be valued and credited toward the total Warrant Price due the Company forthe exercise of the Warrant based upon the Current Market Price of the CommonStock. All shares of Common Stock issuable upon the exercise of this Warrantpursuant to the terms hereof shall be validly issued and, upon payment of theWarrant Price, shall be fully paid and nonassessable and not subject to anypreemptive rights.

2.2.          Fractional Shares. The Companyshall not be required to issue a fractional share of Common Stock upon exerciseof any Warrant. As to any fraction of a share which the Holder of one or moreWarrants, the rights under which are exercised in the same transaction, wouldotherwise be entitled to purchase upon such exercise, the Company shall pay anamount in cash equal to the Current Market Price per share of Common Stock onthe date of exercise multiplied by such fraction.

2.3.          Continued Validity. A Holder ofshares of Common Stock issued upon the exercise of this Warrant, in whole or inpart (other than a Holder who acquires such shares after the same have beenpublicly sold pursuant to a Registration Statement under the Securities Act orsold pursuant to Rule 144 thereunder), shall continue to be entitled withrespect to such shares to all rights to which it would have been entitled asthe Holder under Sections 10 and 13 of this Warrant.

2.4.          Restrictions on Exercise Amount.

(i)            Unless a Holder delivers to theCompany irrevocable written notice prior to the date of issuance hereof orsixty-one days prior to the effective date of such notice that this Section 2.4(i) shallnot apply to such Holder, the Holder may not acquire a number of shares ofWarrant Stock to the extent that, upon such exercise, the number of shares ofCommon Stock then beneficially owned by such holder and its Affiliates and anyother persons or entities whose beneficial ownership of Common Stock would beaggregated with the Holder’s for purposes of Section 13(d) of theExchange Act (including shares held by any “group” of which the holder is amember, but excluding shares beneficially owned by virtue of the ownership ofsecurities or rights to acquire securities that have limitations on the rightto convert, exercise or purchase similar to the limitation set forth herein)exceeds 4.99% of the total number of shares of Common Stock of the Company thenissued and outstanding. For purposes hereof, “group” has the meaning set forthin Section 13(d) of the Exchange Act and applicable regulations ofthe Commission, and the percentage held by the holder shall be determined in amanner consistent with the provisions of Section 13(d) of theExchange Act. Each delivery of a notice of exercise by a Holder will constitutea representation by such Holder that it has evaluated the limitation set forthin this paragraph and determined, based on the most recent public filings bythe Company with the Commission, that the issuance of the full number of sharesof Warrant Stock requested in such notice of exercise is permitted under thisparagraph.

(ii)           In the event the Company isprohibited from issuing shares of Warrant Stock as a result of any restrictionsor prohibitions under applicable law or the rules or regulations of anystock exchange, interdealer quotation system or other self-regulatoryorganization, the Company shall as soon as possible seek the approval of itsstockholders and take such other action to authorize the issuance of the fullnumber of shares of Common Stock issuable upon exercise of

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this Warrant.

3.             Transfer, Division and Combination.

3.1.          Transfer. The Warrants and theWarrant Stock shall be freely transferable, subject to compliance with this Section 3.1and all applicable laws, including, but not limited to the Securities Act. If,at the time of the surrender of this Warrant in connection with any transfer ofthis Warrant or the resale of the Warrant Stock, this Warrant or the WarrantStock, as applicable, shall not be registered under the Securities Act, theCompany may require, as a condition of allowing such transfer (i) that theHolder or transferee of this Warrant or the Warrant Stock as the case may be,furnish to the Company a written opinion of counsel that is reasonablyacceptable to the Company to the effect that such transfer may be made withoutregistration under the Securities Act, (ii) that the Holder or transfereeexecute and deliver to the Company an investment representation letter in formand substance acceptable to the Company and substantially in the form attachedas Exhibit C hereto and (iii) that the transferee be an “accreditedinvestor” as defined in Rule 501(a) promulgated under the SecuritiesAct. Transfer of this Warrant and all rights hereunder, in whole or in part, inaccordance with the foregoing provisions, shall be registered on the books ofthe Company to be maintained for such purpose, upon surrender of this Warrantat the principal office of the Company referred to in Section 2.1 or theoffice or agency designated by the Company pursuant to Section 12,together with a written assignment of this Warrant substantially in the form ofExhibit B hereto duly executed by the Holder or its agent orattorney and funds sufficient to pay any transfer taxes payable upon the makingof such transfer. Upon such surrender and, if required, such payment, theCompany shall execute and deliver a new Warrant or Warrants in the name of theassignee or assignees and in the denomination specified in such instrument ofassignment, and shall issue to the assignor a new Warrant evidencing theportion of this Warrant not so assigned, and this Warrant shall promptly becancelled. Following a transfer that complies with the requirements of this Section 3.1,the Warrant may be exercised by a new Holder for the purchase of shares ofCommon Stock regardless of whether the Company issued or registered a newWarrant on the books of the Company.

3.2.          Restrictive Legends. Eachcertificate for Warrant Stock initially issued upon the exercise of thisWarrant, and each certificate for Warrant Stock issued to any subsequenttransferee of any such certificate, unless, in each case, such Warrant Stock iseligible for resale without registration pursuant to Rule 144(k) underthe Exchange Act, shall bear the following legend:

“THE SHARES REPRESENTEDBY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVEREGISTRATION STATEMENT UNDER SAID ACT UNLESS, IN THE OPINION OF COUNSELREASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.”

In addition, the legend set forth above shall be removed and the Companyshall issue a certificate without such legend to the holder of any WarrantStock upon which it is stamped, if, unless otherwise required by applicablestate securities laws, such Warrant Stock is registered for sale under aneffective registration statement filed under the Securities Act.

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3.3.          Division and Combination; Expenses;Books. This Warrant may be divided or combined with other Warrants uponpresentation hereof at the aforesaid office or agency of the Company, togetherwith a written notice specifying the names and denominations in which newWarrants are to be issued, signed by the Holder or its agent or attorney.Subject to compliance with Section 3.1 as to any transfer which may beinvolved in such division or combination, the Company shall execute and delivera new Warrant or Warrants in exchange for the Warrant or Warrants to be dividedor combined in accordance with such notice. The Company shall prepare, issueand deliver at its own expense the new Warrant or Warrants under this Section 3.The Company agrees to maintain, at its aforesaid office or agency, books forthe registration and the registration of transfer of the Warrants.

4.             Adjustments. The number of shares of Common Stockfor which this Warrant is exercisable, and the price at which such shares maybe purchased upon exercise of this Warrant, shall be subject to adjustment fromtime to time as set forth in this Section 4. The Company shall give theHolder notice of any event described below which requires an adjustmentpursuant to this Section 4 in accordance with Sections 5.1 and 5.2.

4.1.          Stock Dividends, Subdivisions andCombinations. If at any time while this Warrant is outstanding the Companyshall:

(i)            declare a dividend or make adistribution on its outstanding shares of Common Stock in shares of CommonStock,

(ii)           subdivide its outstanding shares ofCommon Stock into a larger number of shares of Common Stock, or

(iii)          combine its outstanding shares ofCommon Stock into a smaller number of shares of Common Stock, then:

(1)           the number of shares of Common Stockacquirable upon exercise of this Warrant immediately after the occurrence ofany such event shall be adjusted to equal the number of shares of Common Stockwhich a record holder of the same number of shares of Common Stock that wouldhave been acquirable under this Warrant immediately prior to the record datefor such dividend or distribution or the effective date of such subdivision orcombination would own or be entitled to receive after such record date or theeffective date of such subdivision or combination, as applicable, and

(2)           the Current Warrant Price shall beadjusted to equal:

(A)          the Current Warrant Price in effect atthe time of the record date for such dividend or distribution or of theeffective date of such subdivision or combination, multiplied by the number ofshares of Common Stock into which this Warrant is exercisable immediately priorto the adjustment, divided by

(B)           the number of shares of Common Stockinto which this Warrant is exercisable immediately after such adjustment.

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Any adjustment madepursuant to clause (i) of this paragraph shall become effectiveimmediately after the record date for the determination of stockholdersentitled to receive such dividend or distribution, and any adjustment pursuantto clauses (ii) or (iii) of this paragraph shall become effectiveimmediately after the effective date of such subdivision or combination.

4.2.          Other Provisions Applicable toAdjustments. The following provisions shall be applicable to the making ofadjustments of the number of shares of Common Stock into which this Warrant isexercisable and the Current Warrant Price provided for in Section 4:

(a) WhenAdjustments to Be Made. The adjustments required by Section 4 shall bemade whenever and as often as any specified event requiring an adjustment shalloccur, except that any that would otherwise be required may be postponed(except in the case of a subdivision or combination of shares of the CommonStock, as provided for in Section 4.1) up to, but not beyond the date ofexercise if such adjustment either by itself or with other adjustments notpreviously made adds or subtracts less than 1% of the shares of Common Stockinto which this Warrant is exercisable immediately prior to the making of suchadjustment. Any adjustment representing a change of less than such minimumamount (except as aforesaid) which is postponed shall be carried forward andmade as soon as such adjustment, together with other adjustments required bythis Section 4 and not previously made, would result in a minimumadjustment or on the date of exercise. For the purpose of any adjustment, anyspecified event shall be deemed to have occurred at the close of business onthe date of its occurrence.

(b)  FractionalInterests. In computing adjustments under this Section 4, fractionalinterests in Common Stock shall be taken into account to the nearest 1/100th ofa share.

(c)  WhenAdjustment Not Required. If the Company undertakes a transactioncontemplated under this Section 4 and as a result takes a record of theholders of its Common Stock for the purpose of entitling them to receive adividend or distribution or subscription or purchase rights or other benefitscontemplated under this Section 4 and shall, thereafter and before thedistribution to stockholders thereof, legally abandon its plan to pay ordeliver such dividend, distribution, subscription or purchase rights or otherbenefits contemplated under this Section 4, then thereafter no adjustmentshall be required by reason of the taking of such record and any suchadjustment previously made in respect thereof shall be rescinded and annulled.

(d)  Escrow ofStock. If after any property becomes distributable pursuant to Section 4by reason of the taking of any record of the holders of Common Stock, but priorto the occurrence of the event for which such record is taken, a holder of thisWarrant exercises the Warrant during such time, then such holder shall continueto be entitled to receive any shares of Common Stock issuable upon exercisehereunder by reason of such adjustment and such shares or other property shallbe held in escrow for the holder of this Warrant by the Company to be issued toholder of this Warrant upon and to the extent that the event actually takesplace. Notwithstanding any other provision to the contrary herein, if the eventfor which such record was taken fails to occur or is rescinded, then suchescrowed shares shall be canceled by the Company and escrowed property returnedto the Company.

4.3.          Reorganization, Reclassification,Merger, Consolidation or Disposition of Assets.

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(a)  If there shalloccur a Change of Control and, pursuant to the terms of such Change of Control,shares of common stock of the successor or acquiring corporation, or any cash,shares of stock or other securities or property of any nature whatsoever(including warrants or other subscription or purchase rights) in addition to orin lieu of common stock of the successor or acquiring corporation (“OtherProperty”), are to be received by or distributed to the holders of Common Stockof the Company, then the Holder of this Warrant shall have the right thereafterto receive, upon the exercise of the Warrant, the number of shares of commonstock of the successor or acquiring corporation or of the Company, if it is thesurviving corporation, and the Other Property receivable upon or as a result ofsuch Change of Control by a holder of the number of shares of Common Stock intowhich this Warrant is exercisable immediately prior to such event. The Company shall not effect any Changeof Control without the prior written consent of the holders of a majority ininterest of the Warrants (as defined in the Purchase Agreement) (in addition toany other consent or voting rights with respect to such Change of Control thatsuch holders may have pursuant to this Warrant or applicable law) unless theresulting successor or acquiring entity (if not the Company) and, if an entitydifferent from the successor or acquiring entity, the entity whose capitalstock or assets the holders of the Common Stock are entitled to receive as aresult of such Change of Control, assumes by written instrument all of theobligations of this Warrant and the Transaction Documents (as defined in thePurchase Agreement).

(b)  In case of anysuch Change of Control described in Section 4.3(a) above, theresulting, successor or acquiring entity (if not the Company) and, if an entitydifferent from the successor or acquiring entity, the entity whose capitalstock or assets the holders of the Common Stock are entitled to receive as aresult of such Change of Control, shall assume by written instrument all of theobligations of this Warrant and the Transaction Documents (as defined in thePurchase Agreement), subject to such modifications as may be deemed appropriate(as determined by resolution of the Board of Directors of the Company) in orderto provide for adjustments of shares of the Common Stock into which thisWarrant is exercisable which shall be as nearly equivalent as practicable tothe adjustments provided for in Section 4. For purposes of Section 4,common stock of the successor or acquiring corporation shall include stock ofsuch corporation of any class which is not preferred as to dividends or assetson liquidation over any other class of stock of such corporation and which isnot subject to redemption and shall also include any evidences of indebtedness,shares of stock or other securities which are convertible into or exchangeablefor any such stock, either immediately or upon the arrival of a specified dateor the happening of a specified event and any warrants or other rights tosubscribe for or purchase any such stock. The foregoing provisions of this Section 4shall similarly apply to successive Change of Control transactions.

4.4.          Other Action Affecting Common Stock.In case at any time or from time to time the Company shall take any action inrespect of its Common Stock, other than the payment of dividends permitted by Section 4or any other action described in Section 4, then, unless such action willnot have a materially adverse effect upon the rights of the holder of thisWarrant, the number of shares of Common Stock or other stock into which thisWarrant is exercisable and/or the purchase price thereof shall be adjusted insuch manner as may be equitable in the circumstances.

4.5.          Certain Limitations.Notwithstanding anything herein to the contrary, the

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Company agrees not toenter into any transaction which, by reason of any adjustment hereunder, wouldcause the Current Warrant Price to be less than the par value per share ofCommon Stock.

4.6.          Stock Transfer Taxes. The issueof stock certificates upon exercise of this Warrant shall be made withoutcharge to the holder for any tax in respect of such issue. The Company shallnot, however, be required to pay any tax which may be payable in respect of anytransfer involved in the issue and delivery of shares in any name other thanthat of the holder of this Warrant, and the Company shall not be required toissue or deliver any such stock certificate unless and until the person orpersons requesting the issue thereof shall have paid to the Company the amountof such tax or shall have established to the satisfaction of the Company thatsuch tax has been paid.

5.             Notices to Warrant Holders.

5.1.          Certificate as to Adjustments.Upon the occurrence of each adjustment or readjustment of the Current WarrantPrice, the Company, at its expense, shall promptly compute such adjustment orreadjustment in accordance with the terms hereof and prepare and furnish to theHolder of this Warrant a certificate setting forth such adjustment orreadjustment and showing in detail the facts upon which such adjustment orreadjustment is based. The Company shall, upon the written request at any timeof the Holder of this Warrant, furnish or cause to be furnished to such Holdera like certificate setting forth (i) such adjustments and readjustments, (ii) theCurrent Warrant Price at the time in effect and (iii) the number of sharesof Common Stock and the amount, if any, or other property which at the timewould be received upon the exercise of Warrants owned by such Holder.

5.2.          Notice of Corporate Action. Ifat any time:

(a)           the Company shall take a record ofthe holders of its Common Stock for the purpose of entitling them to receive adividend (other than a cash dividend payable out of earnings or earned surpluslegally available for the payment of dividends under the laws of thejurisdiction of incorporation of the Company) or other distribution, or anyright to subscribe for or purchase any evidences of its indebtedness, anyshares of stock of any class or any other securities or property, or to receiveany other right, or

(b)           there shall be any capitalreorganization of the Company, any reclassification or recapitalization of thecapital stock of the Company or any consolidation or merger of the Companywith, or any sale, transfer or other disposition of all or substantially allthe property, assets or business of the Company to, another corporation, or

(c)           there shall be a voluntary orinvoluntary dissolution, liquidation or winding up of the Company; or

(d)           the Company shall cause the holdersof its Common Stock to be entitled to receive (i) any dividend or otherdistribution of cash, (ii) any evidences of its indebtedness, or (iii) anyshares of stock of any class or any other securities or property or assets ofany nature whatsoever (other than cash or additional shares of Common Stock asprovided in Section 4.1 hereof and the rights under the Company’s RightsAgreement, dated as of October 31, 2001, by and between the Company andAmerican Stock Transfer & Trust Company as Rights Agent (the 

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“Rights Agreement”)); or (iv) anywarrants or other rights to subscribe for or purchase any evidences of itsindebtedness, any shares of stock of any class or any other securities orproperty or assets of any nature whatsoever;

then, in any one or moreof such cases, the Company shall give to the Holder (i) at least 15 days’prior written notice of the date on which a record date shall be selected forsuch dividend, distribution or right or for determining rights to vote inrespect of any such reorganization, reclassification, merger, consolidation,sale, transfer, disposition, dissolution, liquidation or winding up, and (ii) inthe case of any such reorganization, reclassification, merger, consolidation,sale, transfer, disposition, dissolution, liquidation or winding up, at least15 days’ prior written notice of the date when the same shall take place. Suchnotice in accordance with the foregoing clause also shall specify (i) thedate on which any such record is to be taken for the purpose of such dividend,distribution or right, the date on which the holders of Common Stock shall beentitled to any such dividend, distribution or right, and the amount andcharacter thereof, and (ii) the date on which any such reorganization,reclassification, merger, consolidation, sale, transfer, disposition,dissolution, liquidation or winding up is to take place and the time, if anysuch time is to be fixed, as of which the holders of Common Stock shall beentitled to exchange their shares of Common Stock for securities or otherproperty deliverable upon such reorganization, reclassification, merger,consolidation, sale, transfer, disposition, dissolution, liquidation or windingup. Each such written notice shall be sufficiently given if addressed to theHolder at the last address of the Holder appearing on the books of the Companyand delivered in accordance with Section 15.2. Notwithstanding theforgoing provisions of this Section 5.2, the Company shall give to theHolder at least seven (7) Business Days prior written notice of theoccurrence of any Distribution Date (as defined in the Rights Agreement).

5.3.          No Rights as Stockholder. This Warrantdoes not entitle the Holder to any voting or other rights as a stockholder ofthe Company prior to exercise and payment for the Warrant Price in accordancewith the terms hereof.

6.             No Impairment. The Company shall not by anyaction, including, without limitation, amending its certificate ofincorporation or through any reorganization, transfer of assets, consolidation,merger, dissolution, issue or sale of securities or any other voluntary action,avoid or seek to avoid the observance or performance of any of the terms ofthis Warrant, but will at all times in good faith assist in the carrying out ofall such terms and in the taking of all such actions as may be necessary orappropriate to protect the rights of the Holder against impairment. Withoutlimiting the generality of the foregoing, the Company will (a) notincrease the par value of any shares of Common Stock receivable upon theexercise of this Warrant above the amount payable therefor upon such exerciseimmediately prior to such increase in par value, (b) take all such actionas may be necessary or appropriate in order that the Company may validly andlegally issue fully paid and nonassessable shares of Common Stock upon theexercise of this Warrant, and (c) use its best efforts to obtain all suchauthorizations, exemptions or consents from any public regulatory body havingjurisdiction thereof as may be necessary to enable the Company to perform itsobligations under this Warrant. Upon the request of the Holder, the Companywill at any time during the period this Warrant is outstanding acknowledge inwriting, in form satisfactory to the Holder, the continuing validity of thisWarrant and the obligations of the Company hereunder.

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7.             Reservation and Authorization of Common Stock;Registration With Approval of Any Governmental Authority. From and afterthe Closing Date, the Company shall at all times reserve and keep available forissue upon the exercise of Warrants such number of its authorized but unissuedshares of Common Stock as will be sufficient to permit the exercise in full ofall outstanding Warrants (without regard to any ownership limitations providedin Section 2.4(i)). All shares of Common Stock which shall be so issuable,when issued upon exercise of any Warrant and payment therefor in accordancewith the terms of such Warrant, shall be duly and validly issued and fully paidand nonassessable, and not subject to preemptive rights. Before taking anyaction which would cause an adjustment reducing the Current Warrant Price belowthe then par value, if any, of the shares of Common Stock issuable uponexercise of the Warrants, the Company shall take any corporate action which maybe necessary in order that the Company may validly and legally issue fully paidand non-assessable shares of such Common Stock at such adjusted Current WarrantPrice. Before taking any action which would result in an adjustment in thenumber of shares of Common Stock for which this Warrant is exercisable or inthe Current Warrant Price, the Company shall obtain all such authorizations orexemptions thereof, or consents thereto, as may be necessary from any publicregulatory body or bodies having jurisdiction thereof. If any shares of CommonStock required to be reserved for issuance upon exercise of Warrants requireregistration or qualification with any governmental authority under any federalor state law before such shares may be so issued (other than as a result of aprior or contemplated distribution by the Holder of this Warrant), the Companywill in good faith and as expeditiously as possible and at its expense endeavorto cause such shares to be duly registered.

8.             Taking of Record; Stock and Warrant Transfer Books.In the case of all dividends or other distributions by the Company to theholders of its Common Stock with respect to which any provision of Section 4refers to the taking of a record of such holders, the Company will in each suchcase take such a record and will take such record as of the close of businesson a Business Day. The Company will not at any time, except upon dissolution,liquidation or winding up of the Company, close its stock transfer books orWarrant transfer books so as to result in preventing or delaying the exercise ortransfer of any Warrant.

9.             Registration Rights. The resale of the WarrantStock shall be registered in accordance with the terms and conditions containedin that certain Investor Rights Agreement dated of even date hereof, among theHolder, the Company and the other parties named therein (the “Investor RightsAgreement”). The Holder acknowledges that pursuant to the Investor RightsAgreement, the Company has the right to request that the Holder furnishinformation regarding such Holder and the distribution of the Warrant Stock asis required by law or the Commission to be disclosed in the RegistrationStatement (as such term is defined in the Investor Rights Agreement), and theCompany may exclude from such registration the shares of Warrant Stock acquirablehereunder if Holder fails to furnish such information within a reasonable timeprior to the filing of each Registration Statement, supplemented prospectusincluded therein and/or amended Registration Statement.

10.           Supplying Information. Uponany default by the Company of its obligations hereunder or under the InvestorRights Agreement, the Company shall cooperate with the Holder in supplying suchinformation as may be reasonably necessary for such Holder to complete and fileany information reporting forms presently or hereafter required by theCommission as a 

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condition to theavailability of an exemption from the Securities Act for the sale of anyWarrant or Restricted Common Stock.

11.           Loss or Mutilation. Uponreceipt by the Company from the Holder of evidence reasonably satisfactory toit of the ownership of and the loss, theft, destruction or mutilation of thisWarrant and indemnity or security reasonably satisfactory to it andreimbursement to the Company of all reasonable expenses incidental thereto andin case of mutilation upon surrender and cancellation hereof, the Company willexecute and deliver in lieu hereof a new Warrant of like tenor to the Holder;provided, however, that in the case of mutilation, no indemnity shall berequired if this Warrant in identifiable form is surrendered to the Company forcancellation.

12.           Office of the Company. As longas any of the Warrants remain outstanding, the Company shall maintain an officeor agency (which may be the principal executive offices of the Company) wherethe Warrants may be presented for exercise, registration of transfer, divisionor combination as provided in this Warrant.

13.           Financial and Business Information.

13.1.        Quarterly Information. TheCompany will deliver to the Holder, as soon as available and in any eventwithin 45 days after the end of each of the first three quarters of each fiscalyear of the Company, one copy of an unaudited consolidated balance sheet of theCompany and its subsidiaries as at the end of such quarter, and the relatedunaudited consolidated statements of income, retained earnings and cash flow ofthe Company and its subsidiaries for such quarter and, in the case of thesecond and third quarters, for the portion of the fiscal year ending with suchquarter, setting forth in each case in comparative form the figures for thecorresponding periods in the previous fiscal year. Such financial statementsshall be prepared by the Company in accordance with GAAP (except as may beindicated thereon or in the notes thereto) and accompanied by the certificationof the Company’s chief executive officer or chief financial officer that suchfinancial statements present fairly the consolidated financial position,results of operations and cash flow of the Company and its subsidiaries as atthe end of such quarter and for such year-to-date period, as the case may be;provided, however, that the Company shall have no obligation to deliver suchquarterly information under this Section 13.1 to the extent it is publiclyavailable; and provided further, that if such information contains materialnon-public information, the Company shall so notify the Holder prior todelivery thereof and the Holder shall have the right to refuse delivery of suchinformation.

13.2.        Annual Information. The Companywill deliver to the Holder as soon as available and in any event within 90 daysafter the end of each fiscal year of the Company, one copy of an auditedconsolidated balance sheet of the Company and its subsidiaries as at the end ofsuch year, and audited consolidated statements of income, retained earnings andcash flow of the Company and its subsidiaries for such year; setting forth ineach case in comparative form the figures for the corresponding periods in theprevious fiscal year; all prepared in accordance with GAAP, and which auditedfinancial statements shall be accompanied by an opinion thereon of theindependent certified public accountants regularly retained by the Company, orany other firm of independent certified public accountants of recognizednational standing selected by the Company; provided, however, that the Companyshall have no obligation to deliver such annual information under this Section 13.2to the extent it is publicly available; and provided further, 

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that if such informationcontains material non-public information, the Company shall so notify theHolder prior to delivery thereof and the Holder shall have the right to refusedelivery of such information.

13.3.        Filings. The Company will file onor before the required date all regular or periodic reports (pursuant to theExchange Act) with the Commission and will deliver to Holder promptly upontheir becoming available one copy of each report, notice or proxy statementsent by the Company to its stockholders generally.

14.           Limitation of Liability. Noprovision hereof, in the absence of affirmative action by the Holder topurchase shares of Common Stock, and no enumeration herein of the rights orprivileges of the Holder hereof, shall give rise to any liability of the Holderfor the purchase price of any Common Stock, whether such liability is assertedby the Company or by creditors of the Company.

15.           Miscellaneous.

15.1.        Nonwaiver and Expenses. No courseof dealing or any delay or failure to exercise any right hereunder on the partof the Holder shall operate as a waiver of such right or otherwise prejudice theHolder’s rights, powers or remedies. If the Company fails to make, when due,any payments provided for hereunder, or fails to comply with any other materialprovision of this Warrant, the Company shall pay to the Holder such amounts asshall be sufficient to cover any third party costs and expenses including, butnot limited to, reasonable attorneys’ fees, including those of appellateproceedings, incurred by the Holder in collecting any amounts due pursuanthereto or in otherwise enforcing any of its rights, powers or remedieshereunder.

15.2.        Notice Generally. All notices,requests, demands or other communications provided for herein shall be inwriting and shall be given in the manner and to the addresses set forth in thePurchase Agreement.

15.3.        Successors and Assigns. Subjectto compliance with the provisions of Section 3.1, this Warrant and therights evidenced hereby shall inure to the benefit of and be binding upon thesuccessors of the Company and the successors and assigns of the Holder. Theprovisions of this Warrant are intended to be for the benefit of all Holdersfrom time to time of this Warrant, and shall be enforceable by any such Holder.

15.4.        Amendment. This Warrant may bemodified or amended or the provisions of this Warrant waived with the writtenconsent of both the Company and the Holder.

15.5.        Severability. Wherever possible,each provision of this Warrant shall be interpreted in such manner as to beeffective and valid under applicable law, but if any provision of this Warrantshall be prohibited by or invalid under applicable law, such provision shall bemodified to the extent of such prohibition or invalidity, without invalidatingthe remainder of such provision or the remaining provisions of this Warrant.

15.6.        Headings. The headings used inthis Warrant are for the convenience of reference only and shall not, for anypurpose, be deemed a part of this Warrant.

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15.7.        Governing Law. This Warrant andthe transactions contemplated hereby shall be deemed to be consummated in theState of New York and shall be governed by and interpreted in accordance withthe local laws of the State of New York without regard to the provisionsthereof relating to conflicts of laws. The Company hereby irrevocably consentsto the exclusive jurisdiction of the State and Federal courts located in NewYork City, New York in connection with any action or proceeding arising out ofor relating to this Warrant. In any such litigation the Company agrees that theservice thereof may be made by certified or registered mail directed to theCompany pursuant to Section 15.2.

[Signature Page Follows]

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IN WITNESS WHEREOF,Access Pharmaceuticals, Inc. has caused this Warrant to be executed by itsduly authorized officer and attested by its Secretary.

Dated: February 16, 2006
| ** ** |   | ACCESS PHARMACEUTICALS, INC. |
|------------|--------|------------------------------|
|       |   | By:                          |   |   |
|       |   | Name:                        |   |
|       |   | Title:                       |   |

 

Attest:
| By:              |   |   |
|------------------|--------|--------|
| Name:            |   |
| Title: Secretary |   |

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EXHIBIT A

SUBSCRIPTION FORM

[To be executedonly upon exercise of Warrant]

1.             The undersigned hereby elects to purchase           shares of theCommon Stock of Access Pharmaceuticals, Inc. pursuant to the terms of theattached Warrant, and tenders herewith payment of the purchase price of suchshares in full.

2.             The undersigned hereby elects to convert the attachedWarrant into Common Stock of Access Pharmaceuticals, Inc. through “cashlessexercise” in the manner specified in the Warrant. This conversion is exercisedwith respect to                                         of the Shares covered by the Warrant.

3.             Please issue a certificate or certificates representingsaid shares in the name of the undersigned or in such other name as isspecified below:
|        |   |   |      |   |
|--------|--------|--------|-----------|--------|
|   |   |   | (Name)    |   |
|   |   |   |      |   |
|   |   |   |      |   |
|   |   |   |      |   |
|   |   |   | (Address) |   |

 

[and, if such shares ofCommon Stock shall not include all of the shares of Common Stock issuable asprovided in this Warrant, that a new Warrant of like tenor and date for thebalance of the shares of Common Stock issuable hereunder be delivered to theundersigned.]
|   |   |
|--------|--------|

(Name of Registered Owner)
|   |   |
|--------|--------|

(Signature of Registered Owner)
|   |   |
|--------|--------|

(Street Address)
|   |   |
|--------|--------|

(State) (Zip Code)

NOTICE: The signature on this subscription mustcorrespond with the name as written upon the face of the Warrant in everyparticular, without alteration or enlargement or any change whatsoever.

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EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned registered owner ofthis Warrant for the purchase of shares of common stock of AccessPharmaceuticals, Inc. hereby sells, assigns and transfers unto theAssignee named below all of the rights of the undersigned under this Warrant,with respect to the number of shares of common stock set forth below:
|   |   |
|--------|--------|

 
|   |   |
|--------|--------|

 
|   |   |
|--------|--------|

(Name and Address of Assignee)
|   |   |
|--------|--------|

(Number of Shares of Common Stock)

and does hereby irrevocably constitute and appoint                      attorney-in-fact to register such transfer on the books of the Company,maintained for the purpose, with full power of substitution in the premises.
| Dated: |   |   |
|--------|--------|--------|

 
|   |   |
|--------|--------|

(Print Name and Title)
|   |   |
|--------|--------|

(Signature)
|   |   |
|--------|--------|

(Witness)

NOTICE: The signature on this assignment mustcorrespond with the name as written upon the face of the Warrant in everyparticular, without alteration or enlargement or any change whatsoever.

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EXHIBIT C

FORM OFINVESTMENT REPRESENTATION LETTER

In connection with the acquisition of [warrants (the “Warrants”)to purchase            sharesof common stock of Access Pharmaceuticals, Inc. (the “Company”), par value$0.01 per share (the “Common Stock”)][          shares of common stock of Access Pharmaceuticals, Inc. (the “Company”),par value $0.01 per share (the “Common Stock”) upon the exercise of warrants by                    ],by                     (the “Holder”) from                     ,the Holder hereby represents and warrants to the Company as follows:

The Holder (i) is an “Accredited Investor” asthat term is defined in Rule 501 of Regulation D promulgated under theSecurities Act of 1933, as amended (the “Act”); and (ii) has the abilityto bear the economic risks of such Holder’s prospective investment, including acomplete loss of Holder’s investment in the Warrants and the shares of CommonStock issuable upon the exercise thereof (collectively, the “Securities”).

The Holder, by acceptance of the Warrants, representsand warrants to the Company that the Warrants and all securities acquired uponany and all exercises of the Warrants are purchased for the Holder’s ownaccount, and not with view to distribution of either the Warrants or anysecurities purchasable upon exercise thereof in violation of applicablesecurities laws.

[The Holder acknowledges that (i) the Securitieshave not been registered under the Act, (ii) the Securities are “restrictedsecurities” and the certificate(s) representing the Securities shall bearthe following legend, or a similar legend to the same effect, until (i) inthe case of the shares of Common Stock underlying the Warrants, such sharesshall have been registered for resale by the Holder under the Act andeffectively been disposed of in accordance with a registration statement thathas been declared effective; or (ii) in the opinion of counsel for theCompany such Securities may be sold without registration under the Act:

“[NEITHER] THE SECURITIESREPRESENTED BY THIS CERTIFICATE [NOR THE SECURITIES INTO WHICH THEY AREEXERCISABLE] HAVE [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “ACT”), AND ALL SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ONTRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. [NEITHER] THE SECURITIESREPRESENTED HEREBY [NOR THE SECURITIES INTO WHICH THEY ARE EXERCISABLE] MAY [NOT]BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVEREGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLYACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE,TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THEACT.”]*

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*                    Bracketedlanguage to be inserted if applicable.

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IN WITNESS WHEREOF, the Holder has caused thisInvestment Representation Letter to be executed this           day of                     200    .

[Name]
| By:              |   |   |
|------------------|--------|--------|
| Name:            |   |
| Title: Secretary |   |

 

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