sco-13d_17426.htm

1.	NAMES OF REPORTING PERSONS SCO Capital Partners LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 85,324,644
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 85,324,644
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,324,644
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 80.3%
14.	TYPE OF REPORTING PERSON (see instructions) PN

CUSIP No. 00431M 30 8

13D

Page 3 of 13 Pages

1.	NAMES OF REPORTING PERSONS Beach Capital LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 6,504,078
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 6,504,078
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,504,078
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 21.3%
14.	TYPE OF REPORTING PERSON (see instructions) PN

CUSIP No. 00431M 30 8

13D

Page 4 of 13 Pages

1.	NAMES OF REPORTING PERSONS Steven H. Rouhandeh
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 91,828,722
		8.	SHARED VOTING POWER 58,573
		9.	SOLE DISPOSITIVE POWER 91,828,722
		10.	SHARED DISPOSITIVE POWER 58,573
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 91,887,295
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 81.6%
14.	TYPE OF REPORTING PERSON (see instructions) IN

This Amendment No. 8 to Schedule 13D (“Amended Schedule 13D”) is being filed with respect to the common stock, par value $.01 per share (the “Common Stock”) of Access Pharmaceuticals, Inc., a Delaware corporation (“Access” or the “Company”). The principal executive offices of the Company are located at 2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207. The share amounts and warrant exercise prices set forth herein reflect the 1 for 5 reverse split of the Company’s Common Stock effected on June 2, 2006.

(a) This Amended Schedule 13D is filed by (i) Steven H. Rouhandeh (“Mr. Rouhandeh”), (ii) SCO Capital Partners LLC, a limited liability company organized under the laws of the State of Delaware (“SCO”), and (iii) Beach Capital LLC, a limited liability company organized under the laws of the State of New York (“Beach”). Mr. Rouhandeh, SCO and Beach are collectively referred to herein as the “Reporting Persons.” SCO Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“SCO LP”) and SCO Securities LLC, a limited liability company organized under the laws of the State of Delaware (“SCO Securities”) were previously reporting persons but such entities have been liquidated and dissolved and hold no securities of Access.

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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.

On February 16, 2006 upon closing of a private placement financing pursuant to which SCO Securities acted as placement agent (the “Private Placement”), Access issued to SCO $4,000,000 principal amount of its 7.5% Secured Convertible Promissory Notes due March 31, 2007 (“First Convertible Notes”) and warrants to purchase an aggregate of 2,727,272 shares of Common Stock at an exercise price of $1.32 per share, for aggregate consideration paid in cash by SCO to the Company of $4,000,000. The warrants

In addition, SCO Securities allocated to SCO a warrant to purchase 272,727 shares of Common Stock at an exercise price of $1.32 per share to which SCO Securities was entitled as consideration for services rendered as placement agent in the Private Placement. The terms of such warrant are the same as the terms of the warrants issued to the other purchasers in the Private Placement. The warrants expire February 16, 2015. The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance of these warrants.

On February 16, 2006 upon closing of the Private Placement, Access issued to Beach $500,000 principal amount of its First Convertible Notes and warrants to purchase an aggregate of 340,909 shares of Common Stock at an exercise price of $1.32 per share, for aggregate consideration paid in cash by Beach to the Company of $500,000. The warrants expire February 16, 2015. The issuance of the First Convertible Notes and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of Beach.

On October 24, 2006 upon closing of a second private placement financing pursuant to which SCO Securities acted as placement agent (the “Second Private Placement”), Access issued to SCO $400,000 principal amount of its 7.5% Secured Convertible Promissory Notes due March 31, 2007 (“Second Convertible Notes”) and warrants to purchase an aggregate of 272,727 shares of Common Stock at an exercise price of $1.32 per share, for aggregate consideration paid in cash by SCO to the Company of $400,000. The warrants expire October 24, 2015. The issuance of the Second Convertible Notes and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO.

In addition, SCO Securities allocated to SCO a warrant to purchase 36,364 shares of Common Stock at an exercise price of $1.32 per share to which SCO Securities was entitled as consideration for services rendered as placement agent in the Second Private Placement. The terms of such warrant are the same as the terms of the warrants issued to the other purchaser in the Second Private Placement. The warrants expire October 24, 2015. The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance of these warrants.

On December 6, 2006 upon closing of a third private placement financing pursuant to which SCO Securities acted as placement agent (the “Third Private Placement”), Access issued to SCO $400,000 principal amount of its 7.5% Secured Convertible Promissory Notes due March 31, 2007 (“Third Convertible Notes” and together with the First Convertible Notes and Second Convertible Notes, the “Convertible Notes”) and warrants to purchase an aggregate of 272,727 shares of Common Stock at an exercise price of $1.32 per share, for aggregate consideration paid in cash by SCO to the Company of $400,000. The warrants expire December 6, 2015. The issuance of the Third Convertible Notes and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO.

In addition, SCO Securities allocated to SCO a warrant to purchase 18,182 shares of Common Stock at an exercise price of $1.32 per share to which SCO Securities was entitled as consideration for services rendered as placement agent in the Third Private Placement. The terms of such warrant are the same as the terms of the warrants issued to the other purchaser in the Third Private Placement. The warrants expire December 6, 2015. The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance of these warrants.

On November 10, 2007 upon closing of a fourth private placement financing pursuant to which SCO Securities acted as placement agent (the “Fourth Private Placement”), Access issued to SCO 1,568.8409 shares of its Series A Cumulative Convertible Preferred Stock, liquidation preference $10,000 per share (“Series A Preferred Stock”) and warrants to purchase an aggregate of 1,064,292 shares of Common Stock at an original exercise price of $3.50 per share (which has since been revised to $0.50 in accordance with the terms of the warrant), for aggregate consideration paid in the form of the cancellation in full of all Convertible Notes held by SCO (including all principal and interest thereunder) and an additional cash payment by SCO to the Company of $1,000,000. The warrants expire six years from the date of issuance. The issuance of the Series A Preferred Stock and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO and exchange of the Convertible Notes. Following the consummation of the Fourth Private Placement, SCO no longer holds any Convertible Notes.

In addition, SCO Securities allocated to SCO a warrant to purchase 100,000 shares of Common Stock at an exercise price of $3.50 per share (which has since been revised to $0.50 in accordance with the terms of the warrant) to which SCO Securities was entitled as consideration for services rendered as placement agent in the Fourth Private Placement. The terms of such warrant are the same as the terms of the warrants issued to the other purchasers in the Fourth Private Placement. The warrants expire six years from the date of issuance. The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance of these warrants.

On November 10, 2007 upon closing of the Fourth Private Placement, Access issued to SCO LP 200 shares of its Series A Preferred Stock and warrants to purchase an aggregate of 333,333 shares of Common Stock at an exercise price of $3.50 per share (which has since been revised to $0.50 in accordance with the terms of the warrant), for aggregate consideration paid in cash by SCO LP to the Company of $2,000,000. The warrants expire six years from the date of issuance. The issuance of the Series A Preferred Stock and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO LP.

On November 10, 2007 upon closing of the Fourth Private Placement, Access issued to Beach 154.2898 shares of its Series A Preferred Stock and warrants to purchase an aggregate of 94,288 shares of Common Stock at an exercise price of $3.50 per share (which has since been revised to $0.50 in accordance with the terms of the warrant), for aggregate consideration paid in the form of the cancellation in full of all Convertible Notes held by Beach (including all principal and interest thereunder). The warrants expire six years from the date of issuance. The issuance of the Series A Preferred Stock and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was the exchange of Convertible Notes. Following the consummation of the Fourth Private Placement, Beach no longer holds any Convertible Notes.

Company and SCO received 787,802 shares of the Company’s Common Stock in exchange for the shares of Somanta common stock and Somanta preferred stock then held by SCO. Also in connection with the Merger, Somanta common stock purchase warrants previously held by SCO were adjusted and converted into warrants to purchase an aggregate of 107,744 shares of the Company’s Common Stock, 88,574 of which have an exercise price of $23.19 per share and 19,170 of which have an exercise price of $18.55 per share and all of which expired on January 31, 2012. In addition, pursuant to the Merger, each of the Sophie C. Rouhandeh Trust (the “SR Trust”), the SHR Family Trust (the “SHR Trust”) and the Chloe H. Rouhandeh Trust (the “CR Trust” and, together with the SR Trust and the SHR Trust, the “Trusts”), with respect to each of which Mr. Rouhandeh serves as a trustee, received 11,447 shares of Common Stock in exchange for the shares of Somanta common stock then held by each of them (34,341 shares of Common Stock in the aggregate held by the three Trusts). As a trustee of the Trusts, Mr. Rouhandeh has shared voting power and shared investment power with respect to these shares, but disclaims any beneficial ownership thereof. Also pursuant to the Merger, SCO received an additional 79,445 shares of Common Stock and warrants to purchase an aggregate of 39,722 shares of Common Stock at an exercise price of $3.50. The warrants expire 6 years from the date of issuance (January 4, 2014).

On February 4, 2008 upon closing of a fifth private placement financing pursuant to which SCO Securities acted as placement agent (the “Fifth Private Placement”), Access issued to SCO 200 shares of its Series A Preferred Stock and warrants to purchase an aggregate of 333,333 shares of Common Stock at an exercise price of $3.50 per share (which has since been revised to $0.50 in accordance with the terms of the warrant), for aggregate consideration paid in cash by SCO to the Company of $2,000,000. The warrants expire six years from the date of issuance. The issuance of the Series A Preferred Stock and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO.

In addition, SCO Securities allocated to SCO a warrant to purchase 37,000 shares of Common Stock at an exercise price of $3.50 per share (which has since been revised to $0.50 in accordance with the terms of the warrant) to which SCO Securities was entitled as consideration for services rendered as placement agent in the Fifth Private Placement. The terms of such warrant are the same as the terms of the warrants issued to the other purchasers in the Fifth Private Placement. The warrants expire six years from the date of issuance. The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance of these warrants.

On December 18, 2008, in a private resale transaction SCO LP transferred to SCO the 200 shares of Series A Preferred Stock originally issued to SCO LP in connection with the Fourth Private Placement and the warrants to purchase 333,333 shares of Common Stock issued in connection therewith for an aggregate of $2,000,000 paid in cash by SCO. The source of funds for the purchased securities was internal capital of SCO. The transfer of these securities was exempt from registration under Sections 4(1) and (2) of the Securities Act.

On February 4, 2009, SCO received 852,211 shares of Common Stock and Beach received 69,544 shares of Common Stock from Access. These shares were paid to SCO and Beach as dividends on their existing shares of Series A Preferred Stock and, accordingly, no cash consideration was paid by SCO or Beach. SCO also received an additional 21,758 shares of Common Stock as dividends on shares of Series A Preferred Stock originally issued to SCO LP and transferred to SCO. The issuance of these securities was exempt from registration pursuant to Section 4(2) of the Securities Act.

merger transaction between the Company and MacroChem (the “MacroChem Merger”), MacroChem became a wholly-owned subsidiary of the Company and SCO received 1,510,926 shares of the Company’s Common Stock in exchange for the MacroChem common stock, convertible promissory notes and warrants then held by SCO. In addition, pursuant to the MacroChem Merger, Beach received 101,541 shares of Common Stock in exchange for the shares of MacroChem preferred stock and common stock then held by Beach. Also pursuant to the MacroChem Merger, the SHR Trust, with respect to which Mr. Rouhandeh serves as a trustee, received 24,232 shares of Common Stock in exchange for the shares of MacroChem common stock then held by the SHR Trust. As a trustee of the SHR Trust, Mr. Rouhandeh has shared voting power and shared investment power with respect to these shares, but disclaims any beneficial ownership thereof.

On October 25, 2012 upon closing of a private placement financing (the “2012 Private Placement”), Access issued to SCO 929.7 shares of its Series B Cumulative Convertible Preferred Stock, stated value $10,000 per share (“Series B Preferred Stock”) and warrants to purchase an aggregate of 18,594,000 shares of Common Stock at an exercise price of $0.50 per share, for aggregate consideration paid in the form of the cancellation accrued but unpaid dividends on Series A Preferred Stock held by SCO in the amount of $4,911,199 and an additional cash payment by SCO to the Company of $4,385,801. The warrants expire six years from the date of issuance. The issuance of the Series B Preferred Stock and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO and exchange of the accrued but unpaid dividends on the Series A Preferred Stock.

On October 25, 2012 upon closing of the 2012 Private Placement, Access issued to Beach 70.3 shares of its Series B Preferred Stock and warrants to purchase an aggregate of 1,406,000 shares of Common Stock at an exercise price of $0.50 per share, for aggregate consideration paid in the form of the cancellation accrued but unpaid dividends on Series A Preferred Stock held by Beach in the amount of $386,101 and an additional cash payment by Beach to the Company of $316,899. The warrants expire six years from the date of issuance. The issuance of the Series B Preferred Stock and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of Beach and exchange of the accrued but unpaid dividends on the Series A Preferred Stock.

Pursuant to the Convertible Note and Warrant Purchase Agreement, dated February 16, 2006, among the Company and each of the other parties described therein (the “Purchase Agreement”), on June 2, 2006, the Company effected a 1 for 5 reverse stock split with respect to its Common Stock as approved by the Company’s stockholders at a meeting held on May 19, 2006. As a result of the 1 for 5 reverse stock split, each five shares of outstanding Common Stock were exchanged for one new share of the Company’s Common Stock. All of the share numbers and warrant exercise prices reported in this Amended Schedule 13D reflect the effectiveness of this 1 for 5 reverse stock split.

Effective immediately upon the consummation of the exchange of Convertible Notes in the Fourth Private Placement (the “Note Exchange”) and continuing for as long as SCO and its Affiliates (as defined below) hold at least 20% of the aggregate number of shares of the Series A Preferred Stock issued to SCO and its Affiliates in connection with the Note Exchange or at least 20% of the Conversion Shares issued upon

conversion of such Series A Preferred Stock, (a) SCO shall have the right, from time to time, to designate two individuals, in the sole discretion of SCO, to serve as directors of the Company (the “SCO Director Designees”), (b) the Company shall use its best efforts at all times to cause the number of directors to be fixed at a sufficient number such that at least two positions shall be available for the SCO Director Designees (the “SCO Board Seats”), (c) the Company shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Company at each meeting of the Company’s shareholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting of shareholders, the Company shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee. For purposes of the foregoing sentence, an “Affiliate” means any Person (as such term is defined below) that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to any Person, any investment fund or managed account that is managed on a discretionary basis by the same investment manager of such Person will be deemed to be an Affiliate of such Person. A “Person” means any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision of any thereof) or other entity of any kind. The SCO Director Designees currently serving as directors of the Company are Mr. Jeffrey B. Davis and Mr. Steven H. Rouhandeh.

Other than as set forth in the preceding paragraphs of this Item 4, each of the Reporting Persons does not have any plans or proposals which relate to or would result in any of the matters enumerated in clauses (a) through (j), inclusive, of Item 4 of Schedule 13D, namely: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

(a) As of the date hereof, (i) SCO owns 3,252,147 shares of Common Stock, 1,968.8409 shares of Series A Preferred Stock, which are currently convertible into 39,376,818 shares of Common Stock, 929.7 shares of Series B Preferred Stock, which are currently convertible into 18,594,000 shares of Common Stock, and warrants to purchase an aggregate of 24,101,679 shares of Common Stock, (ii) Beach owns 171,085 shares of Common Stock, 154.2898 shares of Series A Preferred Stock, which are currently convertible into 3,085,796 shares of Common Stock, 70.3 shares of Series B Preferred Stock, which are currently convertible into 1,406,000 shares of Common Stock, and warrants to purchase an aggregate of 1,841,197 shares of Common Stock, and (iii) each of the SR Trust and the CR Trust owns 11,447 shares of Common Stock and the SHR Trust owns 35,679 shares of Common Stock (58,573 shares of Common Stock in the aggregate held by the three Trusts). These securities in the aggregate represent beneficial ownership of 81.6% of the outstanding Common Stock of Access as of November 14, 2012 (pursuant to information set forth in the 10-Q filed by Access on such date, 24,196,734 shares of Common Stock were issued and outstanding as of November 14, 2012). In his capacity as Chairman and

managing member of SCO and in his capacity as managing member of Beach, Mr. Rouhandeh may be deemed to beneficially own the 3,423,232 shares of Common Stock, the 42,462,614 shares of Common Stock issuable upon conversion of Series A Preferred Stock, the 20,000,000 shares of Common Stock issuable upon conversion of Series B Preferred Stock, and warrants to purchase 25,942,876 shares of Common Stock owned directly by SCO and Beach (as applicable). Each of SCO and Beach have provided the Company with notice that it does not choose to be governed by the ownership limitations provided in Section 5(i)(iii) of the Certificates of Designations, Rights and Preferences of the Series A Preferred Stock and Series B Preferred Stock, respectively, and the ownership limitations provided in Section 2.4(i) of the warrants issued in the Private Placement, the Second Private Placement, the Third Private Placement, the Fourth Private Placement, the Fifth Private Placement and the 2012 Private Placement (as applicable).

(b) As a trustee of each Trust, Mr. Rouhandeh has shared power with his brother and spouse to direct the vote and disposition of the 11,447 shares of Common Stock held by each of the SR Trust and the CR Trust and the 35,679 shares of Common Stock held by the SHR Trust (58,573 shares of Common Stock in the aggregate held by the three Trusts). Mr. Rouhandeh, in his capacity as Chairman and managing member of SCO and in his capacity as managing member of Beach, has the sole power to direct the vote and disposition of the 3,423,232 shares of Common Stock held directly by SCO and Beach, the 42,462,614 shares of Common Stock beneficially owned by SCO and Beach upon conversion of Series A Preferred Stock, the 20,000,000 shares of Common Stock beneficially owned by SCO and Beach upon conversion of Series B Preferred Stock and, upon exercise of warrants, Mr. Rouhandeh has the sole power to direct the vote and disposition of an additional 25,942,876 shares of Common Stock underlying warrants owned by SCO and Beach. Mr. Rouhandeh, SCO and Beach disclaim beneficial ownership of the shares of Common Stock held by the Trusts.

(5) This is the form of Common Stock Purchase Warrant originally issued by Somanta Pharmaceuticals, Inc. The Somanta Pharmaceuticals, Inc. warrants held by SCO, the number of shares issuable pursuant thereto and the exercise price thereof were adjusted upon consummation of the Merger such that they now represent warrants to purchase Access Common Stock as more fully described in Item 3.