Agreement dated as of July 20, 1999 among Xxxxxx Xxxxxxxx, c/o Xxxxxxx
Xxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the "Record Holder"), Xxxxxx
Xxxxxxxx, c/o Xxxxxxx Xxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxx
Xxxxxxxxxxx, 00 X. 00xx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxxxxx Xxxxx, 0000 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000,
Xxxxx Xxxxxxxxx, 000-00 00xx Xxxxxx, Xxx Xxxxxxx, XX 00000, Xxxxxx Xxxxxxxxx,
0000 Xxxxxxxxxx Xx., Xxxxxxxxxx, XX 00000 and Xxxxxxxx Xxxxxxxxx, 0000
Xxxxxxxxxx Xx., Xxxxxxxxxx, XX 00000 (collectively, the "Beneficial Holders").
Access Pharmaceuticals, Inc. (the "Company") has issued, as of the date
hereof (i) 738,588 shares of its common stock (the "Shares") in the name of the
Record Holder.
The parties have agreed that notwithstanding the record ownership of the
shares, the Beneficial Owners shall have beneficial ownership as set forth
herein, and the parties desire to reflect their understanding and agreement as
to the ownership thereof, as to the transfer, disposition and voting of the
Shares.
The parties also acknowledge that they are acting as a "group", as defined
in Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to the Shares and desire to authorize the Record
Holder to act on behalf of the parties in filing a Schedule 13D and all
amendments thereto.
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. Beneficial Ownership of the Shares and the Proceeds of Sale. The parties
agree that their percentage beneficial interest in the Shares is as follows:
No. of Shares
Name Beneficially Owned
---- ------------------
Xxxxxx Xxxxxxxx 185,544
Xxxxxx Xxxxxxxx 185,544
Xxxxx Xxxxxxxxxxx 25,000
Xxxxxxxxx Xxxxx 83,333
Xxxxxx Xxxxxx 125,000
Xxxxx Xxxxxxxxx 5,000
Xxxxxx Xxxxxxxxx 66,667
Xxxxxxxx Xxxxxxxxx 62,500
2. Disposition and Transfer of the Shares and Option Shares; Exercise,
Disposition and Transfer of the Option. The parties acknowledge and agree that
the Record Holder shall have the sole power to dispose or transfer the Shares.
3. Calculation of Net Profits or Losses, Net Proceeds. The Record Holder
has the sole authority to calculate the net profits or losses resulting from the
sale of the Shares. In the
event of a sale of the Shares, the Record Holder shall promptly send to the
parties his calculations of such net profits and net proceeds.
4. Voting Power with Respect to the Shares. The parties acknowledge that
the Record Holder shall have sole voting power with respect to the Shares.
5. Schedule 13D Filings and Amendments. The parties hereby authorize the
Record Holder to prepare, sign and file on their behalf all Schedule 13D
reports, and amendments thereto, with the Securities and Exchange Commission
with respect to the Shares.
6. Representations and Warranties of Beneficial Owners The Beneficial
Owners each represent and warrant to the Record Holder that he or she has
received a copy of the Subscription Agreements relating to the acquisitions of
the Shares between the Record Owner and the Company (the "Subscription
Agreement") and the Registration Rights Agreement among the Company, the Record
Holder and certain other purchasers of shares of Common Stock of the Company
(the "Registration Agreement") and agrees that the terms and conditions therein,
in particular the representations and warranties of the purchaser provided the
Subscription Agreement, are incorporated herein by reference in full as if he
was a signatory to such agreements and govern his beneficial ownership in the
Shares. They also acknowledge that the Company is a third-party beneficiary of
the provisions of this Section 6.
The Beneficial Owners each represent and warrant that he or she (a) has not
during the past five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); (b) has not been, during the last
five years, a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and has not and is not subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws; and (c) is a citizen of the United States.
7. Miscellaneous. This Agreement constitutes the entire agreement between
the parties and may not be amended without the written agreement of each of
them. This Agreement is governed by the laws of the State of New York and may be
executed in counterparts, which, taken together, shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth herein.
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx
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/s/ Xxxxx Xxxxxxxxxxx /s/ Xxxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxx
/s/ Xxxxxxxxx Xxxxx /s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx
