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Asset Sale Agreement

ASSET SALE AGREEMENT

THIS ASSET SALE AGREEMENT (the "Agreement"), is made as of the 11th day of October, 2005, by and between ULURU, Inc., a Delaware corporation ("ULURU"), and Access Pharmaceuticals, Inc., a Delaware corporation ("Access"). ULURU and Access are sometimes individually referred to herein as the "Party" and collectively as the "Parties."

A. Access has certain right, title and interest in and to the Takeda License Agreement (as hereinafter defined) and the Purchased Assets (as hereinafter defined), which includes, without limitation, certain tangible and intangible property relating to the manufacture, use, sale and distribution of the Products (as hereinafter defined).

B. ULURU desires to purchase and assume, and Access desires to sell and assign, the Purchased Assets and the Takeda License Agreement, respectively, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants, agreements, guarantees and representations herein contained and intending to be legally bound, ULURU and Access agree as follows:

1.1 Definitions.

Where used in this Agreement the following words or phrases shall have the meanings set forth below:

"Access" shall have the meaning set forth in the Preamble.

"Access Trade Dress" means all trade dress relating to the Purchased Assets other than trade dress or marks relating to Access or its logo.

"Access Trademarks" means (i) the Access name or any variations thereof or the names of any Access Affiliates or any variations thereof and (ii) all Trademarks, other than the Product Trademarks, currently used by Access or its Affiliates in connection with the manufacture, marketing, sale and distribution of their respective products.

"Adverse Experience(s)" means any noxious, pathological or unintended change in anatomical, physiological or metabolic function as indicated by physical signs, symptoms and/or laboratory changes occurring in clinical trials, post-marketing surveillance, or clinical practice during use of the Products, or published in the medical literature, whether or not considered causally related to the Products. This includes an exacerbation of a pre-existing condition, intercurrent illness, drug interaction, significant worsening of a disease under investigation or treatment, and significant failure of expected pharmacological or biological action.

"Affiliate", when used to indicate a relationship with any person or entity, means (i) any corporation, firm, partnership or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such person or entity to the extent of at least fifty percent (50%) of the equity (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) having the power to vote on or direct the affairs of the entity, or (ii) any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such person or entity.

"Agency" or "Agencies" means any U.S. or foreign governmental regulatory authority responsible for granting approvals and clearance for manufacturing, marketing and sale of any Product.

"Agreement" means this Asset Sale Agreement, together with the Schedules and Exhibits hereto, and any instrument amending this Agreement in accordance with Section 14.6; and the expression "Section" followed by a number refers to the specified Section of this Agreement.

"Amlexanox" means the chemical compound of the formula 2-amino-7-isopropyl-5-oxo-5H-[1]benzopyrano-[2,3-b]-pyridine-3-carboxylic acid (also known by Takeda Code No.: AA-673).

"Ancillary Agreements" means any other agreement to be executed by ULURU and/or Access in connection with this Agreement, including, without limitation, the Bill of Sale and Assignment Agreement, the Product Patents Assignment, the Product Trademarks Assignment and the License Agreement.

"Annual Net Sales" means gross revenues received by ULURU and its Affiliates on the worldwide sale of the Products in any calendar year, less (i) trade discounts actually allowed; and (ii) when borne by ULURU or its Affiliates in connection with the sale, transportation and handling charges; sales, use and excise taxes; import duties, tariffs or other governmental charges; and credits for claim or allowances, retroactive price reductions, refunds, returns, and recalls. There shall not be any imputed gross revenue for samples, free goods or other marketing programs whereby the Products are given away to induce sales thereof. For purposes of determining Annual Net Sales, a sale shall be deemed to have occurred when the sale is invoiced or when the applicable Product is delivered, whichever occurs first. In the case of the transfer or sale of the Products by ULURU to an Affiliate, or by ULURU or its Affiliate to their respective distributor, or subdistributor for sale by such Affiliate, distributor or subdistributor, Annual Net Sales shall be based upon the greater of the total invoice price charged by ULURU to such Affiliate, distributor, subdistributor or the total invoice price charged by such Affiliate, distributor or subdistributor to its customers. Annual Net Sales for countries outside the U.S. shall be calculated by converting to U.S. currency using the exchange rate in effect on the last business day of each quarter as published in the Wall Street Journal. Annual Net Sales shall also include Licensee Net Sales.