AMENDMENT TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 25, 2007

EX-10.44 3 ex_10-44.htm AMENDMENT TO SCO & AFFILIATES CONVERTIBLE NOTES Unassociated Document

EXHIBIT 10.44

AMENDMENT TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE

PROMISSORY NOTE DUE OCTOBER 25, 2007

This Amendment dated October 25, 2007, (the “Amendment”) amends certain provisions of the Amended and Restated 7.5% Secured Convertible Promissory Note in the original principal amount of $4,000,000.00, issued by Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”) (No. PN-2006-1-1AR), due October 25, 2007 (the “Note”), and is by and between the Company and SCO Capital Partners LLC (“Holder”). Terms not otherwise defined herein which are defined in the Note shall have the same respective meanings herein as therein.

WHEREAS, the Company and Holder have agreed to modify certain terms and conditions of the 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 the Note. The Note is hereby amended as follows:

All references to "October 25, 2007" in the Note are hereby deleted and replaced with "November 15, 2007."

2. Condition to Effectiveness. This Amendment shall not become effective until Holder receives a counterpart of this Amendment executed by the Company.

3. Ratification, Etc. Except as expressly amended hereby, all terms and conditions of the Note, as amended, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The obligations under the Note shall be deemed to be continuously outstanding and shall not be deemed to have been repaid and readvanced or refinanced hereunder or hereby. The Note and this Amendment shall be read and construed as a single agreement. All references to the Note shall hereafter refer to such Note, as amended hereby.

4. No Novation. THE COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN OF THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE NOTE.

5. No Waiver. Nothing contained herein shall constitute a waiver of, impair or otherwise affect, any obligation of the Company under any Note or any rights of any Holder consequent thereon.

6. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws).

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal as of the date first above written.

Company:

ACCESS PHARMACEUTICALS, INC.

By: /s/ Stephen B. Thompson

Name: Stephen B. Thompson

Title: Vice President, Chief Financial Officer

Holder:

By: /s/ Steven H. Rouhandeh

Name: Steven H. Rouhandeh

Title: Chairman

AMENDMENT TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE

PROMISSORY NOTE DUE OCTOBER 25, 2007

This Amendment dated October 25, 2007, (the “Amendment”) amends certain provisions of the Amended and Restated 7.5% Secured Convertible Promissory Note in the original principal amount of $400,000.00, issued by Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”) (No. PN-2006-FO1-1AR), due October 25, 2007 (the “Note”), and is by and between the Company and SCO Capital Partners LLC (“Holder”). Terms not otherwise defined herein which are defined in the Note shall have the same respective meanings herein as therein.