EXHIBIT 10.43
AMENDMENT
TO 7.0% (SUBJECT TO ADJUSTMENT) CONVERTIBLE
PROMISSORY
NOTES DUE OCTOBER 26, 2007
This
Amendment to 7.0% (Subject to Adjustment) Convertible
Promissory Notes previously Due September 13, 2005, dated as
of October 26, 2007 and currently due October 26, 2007 (the
"
Amendment "),
is by and among Access Pharmaceuticals, Inc., a Delaware
corporation (the "
Company "),
and each of Oracle Partners LP, Oracle Institutional Partners LP,
SAM Oracle Investments Inc. and Oracle Offshore Ltd. (each, a
"
Holder "),
amending certain provisions of those certain 7.0% (Subject to
Adjustment) Convertible Promissory Notes Due October 26, 2007 (each
as amended and in effect from time to time, a "
Note ")
from the Company to each Holder in the original principal amount of
$2,524,500, $698,500, $660,000 and $132,000, respectively. Terms
not otherwise defined herein which are defined in any Note shall
have the same respective meanings herein as therein.
WHEREAS,
the Company and each Holder have agreed to modify certain
terms and conditions of each Note as specifically set forth in
this Amendment.
NOW,
THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Amendment to Each Note .
Each Note is hereby amended as follows:
(a)
The
title of each Note is hereby deleted in its entirety and replaced
with the following:
