FORBEARANCE AGREEMENT

This FORBEARANCE AGREEMENT (this “ Agreement ”) is made and entered into as of July 22, 2009 by and among (a) York Pharma plc, a public limited company incorporated under the laws of England and Wales with company number 04422613   (the “ Borrower ”) and (b) ULURU Inc., a Nevada corporation (the “ Lender ”).  All capitalized terms used herein without definition shall have the same meanings herein as in the Note Purchase Agreement referenced below.

WHEREAS , the Borrower and the Lender are parties to that certain Note Purchase Agreement, dated as of March 31, 2009 (the “ Note Purchase Agreement ”), pursuant to which the Lender has made certain loans to the Borrower (the “ Loans ”);

WHEREAS , the current outstanding principal amount under the Note is US$1,000,000.00 and the current accrued but unpaid interest amount under the Note is US$24,246.58;

WHEREAS , as communicated to the Borrower by the Lender in a letter to the Borrower dated July 21, 2009, all such amounts of principal and accrued but unpaid interest under the Note are due and payable on the date hereof;

WHEREAS , the Borrower has informed the Lender that it is only able to pay US$250,000.00 (the “ Present Payment Amount ”) of such amounts, which will result in a balance of US$774,246.58 remaining unpaid under the Note as of the date hereof (the “ Unpaid Amount ”),

WHEREAS , the Borrower and the Lender acknowledge and agree that the Present Payment Amount will be applied first to satisfy any and all accrued but unpaid interest due under the Note; and

WHEREAS , the inability of the Borrower to satisfy in full the aggregate amount due under the Note on the date hereof represents a failure by the Borrower to make due and punctual payment of any interest or principal on the Note when the same shall become due and payable, thereby constituting an Event of Default under the Note (such Event of Default being herein referred to as the “ Specified Default ”).

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

§1.             Forbearance   Agreement .   Subject to the terms and conditions set forth herein, the Lender hereby agrees to forbear from exercising its rights and remedies under the Loan Documents with respect to the Specified Default until that date (the “ Forbearance Termination Date ”) which is the earliest to occur of (i) July 29, 2009, (ii) the occurrence after the date hereof of any Event of Default other than the Specified Default, including without limitation, any application for, or consent by the Borrower to, the appointment of an administrator, receiver, trustee or liquidator of any of the Borrower’s properties or assets, (iii) the failure of the Borrower to comply with any term set forth in this Agreement, or (iv) the date that the Borrower shall commence any litigation proceeding against the Lender or any Affiliate of the Lender in connection with or related to any of the transactions contemplated by the Loan Documents, this Agreement or any documents, agreements or instruments executed in connection with any of the foregoing.  On and after the Forbearance Termination Date, the Lender shall be free in its sole and absolute discretion to proceed to enforce any or all of its rights under or in respect of the Loan Documents and applicable law, including, without limitation, (x) the right to require the immediate repayment of the Loans and the other obligations of the Borrower under the Loan Documents (the “ Obligations ”) in full in accordance with the provisions of the Loan Documents, and (y) the right to take possession of the Collateral (as defined in the Security Agreement).

§2.             Covenants .   Without any prejudice or impairment whatsoever to any of the rights and remedies of the Lender contained in the Loan Documents, the Borrower covenants and agrees with the Lender as follows:

(a)            Expenses .  Borrower hereby agrees to pay and reimburse the Lender, on or prior to the Forbearance Termination Date, for all costs and expenses (including without limitation, any fees of counsel) incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and all other documents and instruments delivered in connection herewith.

(b)            Compliance with Loan Documents .  The Borrower shall comply with all of the terms, covenants and provisions contained in the Loan Documents, except as such terms, covenants and provisions are expressly modified by this Agreement upon the terms set forth herein.

(c)            Further Assurances .  The Borrower shall at any time and from time to time execute and deliver such further instruments and take such further action as the Lender may reasonably request to effect the purposes of this Agreement and the Loan Documents.

(d)            Event of Default .  Any failure by the Borrower to comply with any provision of this §2 or any material breach by the Borrower of any of its representations and warranties set forth in &