EXHIBIT 10.16
AMENDMENT TO
ASSET
SALE AGREEMENT
December 8, 2006
Reference is made to that certain Asset Sale Agreement (the
"Agreement"), dated as of October 12, 2005, by and between Access
Pharmaceuticals, Inc., a Delaware corporation ("Access"), and ULURU
Delaware Inc., a Delaware corporation ("ULURU"). Capitalized terms
used herein without definition have the meanings given to them in
the Agreement.
WHEREAS, pursuant to Section 14.6 of
the Agreement, the Agreement may not be amended or modified in any
respect except by written instrument executed by each of the
Parties; and
WHEREAS, the Parties desire to amend the
Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Parties agree as
follows:
1. Amendments to
Agreement .
(a) Section 1.1(kk) of the Agreement is
hereby deleted in its entirety and replaced with the
following:
""Products" means, collectively the Aphthasol
Product, the Mucoadhesive Product and the ResiDerm Product and any
product developed or sold under the License Agreement or any
product developed or sold under the Patents or Patent applications
that were transferred to ULURU pursuant to the Amendment to this
Agreement, dated as of December 8, 2006, or any improvements or
corollaries to the foregoing."
(b) Sections 3.1(b) and (c) of
the Agreement are hereby deleted in their entirety and replaced
with the following:
"(b) Four Million Nine Hundred Thousand
Dollars ($4,900,000) delivered to Access by ULURU on December 8,
2006 and Three Hundred Fifty Thousand Dollars ($350,000) delivered
to Access by Uluru on April 8, 2007.
(c) [Intentionally Omitted]."
(c) Sections 3.2(a) (i), (ii), (iii), (iv),
(v) and (vi) are hereby each deleted in their entirety.
(d) Section 3.2(a)(vii) of the Agreement is
amended as follows:
The last milestone of such Section
is hereby changed from "$750,000" to "$875,000. "
(e) Section 4.2(b) of the Agreement is
hereby deleted in its entirety and replaced with the
following:
"(b) [I
