0000318306-07-000012 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase ________ Shares of Common Stock of ACCESS PHARMACEUTICALS, INC.
Access Pharmaceuticals Inc • April 2nd, 2007 • Pharmaceutical preparations • New York

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., a Delaware corporation (the “Company”), the Warrant Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, at a purchase price of $1.32 per share (as adjusted herein), all on and subject to the terms and conditions hereinafter set forth.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 2nd, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Agreement is being entered into pursuant to the Convertible Note and Warrant Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT by and among Access Pharmaceuticals, Inc. and the parties named herein on Schedule 1, as Purchasers December 6, 2006
Convertible Note and Warrant Purchase Agreement • April 2nd, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of December 6, 2006, among Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Schedule 1 hereto (each a “Purchaser” and collectively the “Purchasers”).

AMENDMENT TO ASSET SALE AGREEMENT
Asset Sale Agreement • April 2nd, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

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.

SECURITY AGREEMENT AMENDMENT
Security Agreement • April 2nd, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This SECURITY AGREEMENT AMENDMENT (the “Amendment”) is made as of October 24, 2006 between the lenders listed on the signature page hereto (hereinafter, collectively, the “Secured Parties”) and Access Pharmaceuticals, Inc., a Delaware corporation with its chief executive office located at 2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207, Attention: President (the “Debtor”).

SECOND AMENDMENT TO SECURITY AGREEMENT
Security Agreement • April 2nd, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This SECOND AMENDMENT TO SECURITY AGREEMENT (the “Second Amendment”) is made as of December 6, 2006 between the lenders listed on the signature page hereto (hereinafter, collectively, the “Secured Parties”) and Access Pharmaceuticals, Inc., a Delaware corporation with its chief executive office located at 2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207, Attention: President (the “Debtor”).

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