Unassociated Document


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”) is made and entered into
      as of August 1, 2007, by and among Urigen Pharmaceuticals, Inc., a Delaware
      corporation (the “Company”), and the purchasers listed on Schedule
      I hereto (the “Holders”).

    


    This
      Agreement is being entered into pursuant to the Series B Preferred Stock
      Purchase Agreement, dated as of July 31, 2007, among the
      Company and the Holders (the “Purchase Agreement”).

    


    The
      Company and the Holders hereby agree as follows:

    


    1.           Definitions.

    


    Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Purchase Agreement.  As used in this Agreement, the
      following terms shall have the following meanings:

    


    “Affiliate”
      means, with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such
      Person.  For the purposes of this definition, “control,” when
      used with respect to any Person, means the possession, direct or indirect,
      of
      the power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms of “affiliated,” “controlling” and
“controlled” have meanings correlative to the foregoing.

    


    “Board”
      shall have meaning set forth in Section 3(n).

    


               “Business
      Day” means any day except Saturday, Sunday and any day which shall be a
      legal holiday or a day on which banking institutions in the state of New York
      generally are authorized or required by law or other government actions to
      close.

    


    “Closing
      Date” means the date of
      the closing of the purchase and sale of the Preferred Shares and the Warrants
      pursuant to the Purchase Agreement.

    


    “Commission”
      means the Securities and Exchange Commission.

    


    “Common
      Stock” means the Company's Common Stock, par value $.001 per
      share.

    


    “Effectiveness
      Date”  means with respect to the Registration Statement the
      earlier of the ninetieth (90th) day following
      the
      Closing Date (or in the event that the Registration Statement is reviewed by
      the
      Commission, the one hundred twentieth (120th) day following
      the
      Closing Date) or the date which is within three (3) Business Days of the date
      on
      which the Commission informs the Company that (i) the Commission will not review
      the Registration Statement or (ii) the Company may request
      the acceleration of the effectiveness of the Registration Statement and the
      Company makes such request.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Effectiveness
      Period” shall have the meaning set forth in Section 2.

    


    “Event”
      shall have the meaning set forth in Section 7(d).

    


    “Event
      Date” shall have the meaning set forth in Section 7(d).

    


    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

    


    “Filing
      Date” means the thirtieth (30th) day
      following the
      Closing Date.

    


            “Holder”
      or “Holders” means the holder or holders, as the case may be, from time
      to time of Registrable Securities.

    


                        “Indemnified
      Party” shall have the meaning set forth in Section 5(c).

    


                        “Indemnifying
      Party” shall have the meaning set forth in Section 5(c).

    


    “Losses”
      shall have the meaning set forth in
      Section 5(a).

    


               “Person”
      means an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

    


               “Proceeding”
      means an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

    


    “Prospectus”
      means the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference in such
      Prospectus.

    


    “Registrable
      Securities” means
      (A) one hundred and twenty percent (120%) of the shares of Common Stock issuable
      upon conversion of the Preferred Shares and (B) the shares of Common Stock
      issuable upon exercise of the Warrants (in each case giving effect to any
      anti-dilution and other adjustments therein).

    


    “Registration
      Statement” means the registration statements and any additional registration
      statements contemplated by Section 2, including (in each case) the Prospectus,
      amendments and supplements to such registration statement or Prospectus,
      including pre- and post-effective amendments, all exhibits thereto, and all
      material incorporated by reference in such registration statement.

    


    
      
         

      

      
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    “Rule
      144” means Rule 144 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

    


    “Rule
      158” means Rule 158 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

    


    “Rule
      415” means Rule 415 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

    


                          “Rule
      424” means Rule 424 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

    


    “Securities
      Act” means the
      Securities Act of 1933, as amended.

    


    “Special
      Counsel” means Burak Anderson & Melloni, PLC.

    


    “Warrants”
      means the warrants to purchase shares of Common Stock issued to the Holders
      pursuant to the Purchase Agreement.

    


    2.           Resale
      Registration.

    


    On
      or
      prior to the Filing Date the Company shall prepare and file with the Commission
      a “resale” shelf Registration Statement providing for the resale of all
      Registrable Securities for an offering to be made on a continuous basis pursuant
      to Rule 415.  The Registration Statement shall be on Form SB-2 (except
      if the Company is not then eligible to register for resale the Registrable
      Securities on Form SB-2, in which case such registration shall be on another
      appropriate form in accordance with the Securities Act and the rules promulgated
      thereunder).  The Company shall (i) not permit any securities other
      than the Registrable Securities and the securities to be listed on Schedule
      II hereto to be included in the Registration Statement and (ii) use its best
      efforts to cause the Registration Statement to be declared effective under
      the
      Securities Act as promptly as possible after the filing thereof, but in any
      event prior to the Effectiveness Date, and to keep such Registration Statement
      continuously effective under the Securities Act until such date as is the
      earlier of (x) the date when all Registrable Securities covered by such
      Registration Statement have been sold, (y) the date on which all of the
      Registrable Securities may be sold without any restriction pursuant to Rule
      144(k) as determined by the counsel to the Company pursuant to a written opinion
      letter, addressed to the Company's transfer agent to such effect or (z) two
      years following the Effectiveness Date (the “Effectiveness
      Period”).  If at any time and for any reason, an additional
      Registration Statement is required to be filed because at such time the actual
      number of shares of Common Stock into which the Warrants are exercisable plus
      the number of shares of Common Stock exceeds the number of shares of Registrable
      Securities remaining under the Registration Statement, the Company shall have
      thirty-five (35) days to file such additional Registration Statement, and the
      Company shall use its best efforts to cause such additional Registration
      Statement to be declared effective by the Commission as soon as possible, but
      in
      no event later than seventy-five (75) days after filing.

    


    
      
         

      

      
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    3.           Registration
      Procedures.

    


                          In
      connection with the Company's registration obligations hereunder, the Company
      shall:

    


                          (a)           Prepare
      and file with the Commission on or prior to the Filing Date, a Registration
      Statement on Form SB-2 (or if the Company is not then eligible to register
      for
      resale the Registrable Securities on Form SB-2 such registration shall be on
      another appropriate form in accordance with the Securities Act and the rules
      promulgated thereunder) in accordance with the method or methods of distribution
      thereof as specified by the Holders (except if otherwise directed by the
      Holders), and cause the Registration Statement to become effective and remain
      effective as provided herein; provided, however, that not less
      than two (2) Business Days prior to the filing of the Registration Statement
      or
      any related Prospectus or any amendment or supplement thereto (including any
      document that would be incorporated therein by reference), the Company shall
      (i)
      furnish to the Holders and the Special Counsel, copies of all such documents
      proposed to be filed, which documents (other than those incorporated by
      reference) will be subject to the review of such Holders and such Special
      Counsel, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion of Special Counsel, to conduct a reasonable
      investigation within the meaning of the Securities Act.  The Company
      shall not file the Registration Statement or any such Prospectus or any
      amendments or supplements thereto to which the Holders of a majority of the
      Registrable Securities or the Special Counsel shall reasonably object in writing
      within one (1) Business Day of their receipt thereof.

    


    (b)           (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement as may be necessary to keep the
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period and prepare and file with the Commission
      such additional Registration Statements as necessary in order to register for
      resale under the Securities Act all of the Registrable Securities; (ii) cause
      the related Prospectus to be amended or supplemented by any required Prospectus
      supplement, and as so supplemented or amended to be filed pursuant to Rule
      424
      (or any similar provisions then in force) promulgated under the Securities
      Act;
      (iii) respond as promptly as possible, but in no event later than ten (10)
      Business Days, to any comments received from the Commission with respect to
      the
      Registration Statement or any amendment thereto and as promptly as possible
      provide the Holders and Special Counsel true and complete copies of all
      correspondence from and to the Commission relating to the Registration
      Statement; and (iv) comply in all material respects with the provisions of
      the
      Securities Act and the Exchange Act with respect to the disposition of all
      Registrable Securities covered by the Registration Statement during the
      applicable period in accordance with the intended methods of disposition by
      the
      Holders thereof set forth in the Registration Statement as so amended or in
      such
      Prospectus as so supplemented.

    


    (c)           Notify
      the Holders of Registrable Securities to be sold and the Special Counsel as
      promptly as possible (and, in the case of (i)(A) below, not less than three
      (3)
      days prior to such filing) and (if requested by any such Person) confirm such
      notice in writing no later than one (1) Business Day following the day (i)(A)
      when a Prospectus or any Prospectus supplement or post-effective amendment
      to
      the Registration Statement is filed; (B) when the Commission notifies the
      Company whether there will be a “review” of such Registration Statement and
      whenever the Commission comments in writing on such Registration Statement
      and
      (C) with respect to the Registration Statement or any post-effective amendment,
      when the same has become effective; (ii) of any request by the Commission or
      any
      other Federal or state governmental authority for amendments or supplements
      to
      the Registration Statement or Prospectus or for additional information; (iii)
      of
      the issuance by the Commission of any stop order suspending the effectiveness
      of
      the Registration Statement covering any or all of the Registrable Securities
      or
      the initiation of any Proceedings for that purpose; (iv) if at any time any
      of
      the representations and warranties of the Company contained in any agreement
      contemplated hereby ceases to be true and correct in all material respects;
      (v)
      of the receipt by the Company of any notification with respect to the suspension
      of the qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening of
      any
      Proceeding for such purpose; and (vi) of the occurrence of any event that makes
      any statement made in the Registration Statement or Prospectus or any document
      incorporated or deemed to be incorporated therein by reference untrue in any
      material respect or that requires any revisions to the Registration Statement,
      Prospectus or other documents so that, in the case of the Registration Statement
      or the Prospectus, as the case may be, it will not contain any untrue statement
      of a material fact or omit to state any material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

    


    
      
         

      

      
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                          (d)           Use
      its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of, (i) any order suspending the effectiveness of the Registration Statement
      or
      (ii) any suspension of the qualification (or exemption from qualification)
      of
      any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment.

    


    (e)           If
      requested by the Special Counsel and the Holders of a majority in interest
      of
      the Registrable Securities, (i) promptly incorporate in a Prospectus supplement
      or post-effective amendment to the Registration Statement such information
      as
      the Company reasonably agrees should be included therein and (ii) make all
      required filings of such Prospectus supplement or such post-effective amendment
      as soon as practicable after the Company has received notification of the
      matters to be incorporated in such Prospectus supplement or post-effective
      amendment.

    


    (f)           Furnish
      to each Holder and the Special Counsel, without charge, at least one conformed
      copy of each Registration Statement and each amendment thereto, including
      financial statements and schedules, all documents incorporated or deemed to
      be
      incorporated therein by reference, and all exhibits to the extent requested
      by
      such Person (including those previously furnished or incorporated by reference)
      promptly after the filing of such documents with the Commission.

    


    (g)           Promptly
      deliver to each Holder and the Special Counsel, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request; and
      the
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by each of the selling Holders in connection with the
      offering and sale of the Registrable Securities covered by such Prospectus
      and
      any amendment or supplement thereto.

    


    
      
         

      

      
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    (h)           Prior
      to any public offering of Registrable Securities, use its best efforts to
      register or qualify or cooperate with the selling Holders and the Special
      Counsel in connection with the registration or qualification (or exemption
      from
      such registration or qualification) of such Registrable Securities for offer
      and
      sale under the securities or Blue Sky laws of such jurisdictions within the
      United States as any Holder requests in writing, to keep each such registration
      or qualification (or exemption therefrom) effective during the Effectiveness
      Period and to do any and all other acts or things necessary or advisable to
      enable the disposition in such jurisdictions of the Registrable Securities
      covered by a Registration Statement; provided, however, that the
      Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action that would
      subject it to general service of process in any such jurisdiction where it
      is
      not then so subject or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.

    


                          (i)           Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates shall be free of all restrictive
      legends (provided that the issuance of such unlegended certificates is in
      compliance with applicable securities laws), and to enable such Registrable
      Securities to be in such denominations and registered in such names as any
      Holder may request in writing at least two (2) Business Days prior to any sale
      of Registrable Securities.

    


    (j)           Upon
      the occurrence of any event contemplated by Section 3(c)(vi), as promptly as
      possible, prepare a supplement or amendment, including a post-effective
      amendment, to the Registration Statement or a supplement to the related
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference, and file any other required document so that, as thereafter
      delivered, neither the Registration Statement nor such Prospectus will contain
      an untrue statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading.

    


    (k)           Use
      its best efforts to cause all Registrable Securities relating to the
      Registration Statement to be listed, traded or quoted on the OTC Bulletin Board,
      the Nasdaq SmallCap Market or any other securities
      exchange, quotation system or market, if any, on which similar securities issued
      by the Company are then listed, traded or quoted as and when required pursuant
      to the Purchase Agreement.

    


    (l)           Comply
      in all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders earning
      statements satisfying the provisions of Section 11(a) of the Securities Act
      and
      Rule 158 not later than 45 days after the end of any 3-month period (or 90
      days
      after the end of any 12-month period if such period is a fiscal year) commencing
      on the first day of the first fiscal quarter of the Company after the effective
      date of the Registration Statement, which statement shall conform to the
      requirements of Rule 158.

    


    
      
         

      

      
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    (m)           The
      Company may require each selling Holder to furnish to the Company information
      regarding such Holder and the distribution of such Registrable Securities as
      is
      required by law to be disclosed in the Registration Statement, and the Company
      may exclude from such registration the Registrable Securities of any such Holder
      who unreasonably fails to furnish such information within a reasonable time
      after receiving such request.

    


    If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to the
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.

    


    Each
      Holder covenants and agrees that (i) it will not sell any Registrable Securities
      under the Registration Statement until it has received copies of the Prospectus
      as then amended or supplemented as contemplated in Section 3(g) and notice
      from
      the Company that such Registration Statement and any post-effective amendments
      thereto have become effective as contemplated by Section 3(c) and (ii) it and
      its officers, directors or Affiliates, if any, will comply with the prospectus
      delivery requirements of the Securities Act as applicable to them in connection
      with sales of Registrable Securities pursuant to the Registration
      Statement.

    


    Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(n),
      such Holder will forthwith discontinue disposition of such Registrable
      Securities under the Registration Statement until such Holder's receipt of
      the
      copies of the supplemented Prospectus and/or amended Registration Statement
      contemplated by Section 3(j), or until it is advised in writing by the Company
      that the use of the applicable Prospectus may be resumed, and, in either case,
      has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement.

    


    (n)           If
      (i) there is material non-public information regarding the Company which the
      Company's Board of Directors (the “Board”) reasonably determines not to
      be in the Company's best interest to disclose and which the Company is not
      otherwise required to disclose, or (ii) there is a significant business
      opportunity (including, but not limited to, the acquisition or disposition
      of
      assets (other than in the ordinary course of business) or any merger,
      consolidation, tender offer or other similar transaction) available to the
      Company which the Board reasonably determines not to be in the Company's best
      interest to disclose, then the Company may (x) postpone or suspend filing of
      a
      registration statement for a period not to exceed thirty (30) consecutive days
      or (y) postpone or suspend effectiveness of a registration statement for a
      period not to exceed twenty (20) consecutive days; provided that the Company
      may
      not postpone or suspend effectiveness or filing of a registration statement
      under this Section 3(n) for more than forty-five (45) days in the aggregate
      during any three hundred sixty (360) day period; provided,
however, that no such postponement or suspension shall be permitted
      for
      consecutive twenty (20) day periods arising out of the same set of facts,
      circumstances or transactions.

    


    
      
         

      

      
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         4.                      Registration
      Expenses.

    


    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company, except as and to the extent specified in this Section 4, shall
      be
      borne by the Company whether or not the Registration Statement is filed or
      becomes effective and whether or not any Registrable Securities are sold
      pursuant to the Registration Statement.  The fees and expenses
      referred to in the foregoing sentence shall include, without limitation, (i)
      all
      registration and filing fees (including, without limitation, fees and expenses
      (A) with respect to filings required to be made with the OTC Bulletin Board,
      the
      Nasdaq SmallCap Market and each other securities exchange or market on which
      Registrable Securities are required hereunder to be listed, (B) with respect
      to
      filings required to be made with the National Association of Securities Dealers,
      Inc. and the NASD Regulation, Inc. and (C) in compliance with state securities
      or Blue Sky laws (including, without limitation, fees and disbursements of
      counsel for the Holders in connection with Blue Sky qualifications of the
      Registrable Securities and determination of the eligibility of the Registrable
      Securities for investment under the laws of such jurisdictions as the Holders
      of
      a majority of Registrable Securities may designate)), (ii) printing expenses
      (including, without limitation, expenses of printing certificates for
      Registrable Securities and of printing prospectuses if the printing of
      prospectuses is requested by the holders of a majority of the Registrable
      Securities included in the Registration Statement), (iii) messenger, telephone
      and delivery expenses, (iv) fees and disbursements of counsel for the Company,
      (v) Securities Act liability insurance, if the Company so desires such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement, including, without limitation, the Company's independent public
      accountants (including the expenses of any comfort letters or costs associated
      with the delivery by independent public accountants of a comfort letter or
      comfort letters).  In addition, the Company shall be responsible for
      all of its internal expenses incurred in connection with the consummation of
      the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit, the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder.

    


         5.                      Indemnification.

    


    (a)           Indemnification
      by the Company.  The Company shall, notwithstanding any
      termination of this Agreement, indemnify and hold harmless each Holder, the
      officers, directors, agents, brokers (including brokers who offer and sell
      Registrable Securities as principal as a result of a pledge or any failure
      to
      perform under a margin call of Common Stock), investment advisors and employees
      of each of them, each Person who controls any such Holder (within the meaning
      of
      Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
      officers, directors, agents and employees of each such controlling Person,
      to
      the fullest extent permitted by applicable law, from and against any and all
      losses, claims, damages, liabilities, costs (including, without limitation,
      costs of preparation and attorneys' fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to any untrue or
      alleged untrue statement of a material fact contained in the Registration
      Statement, any Prospectus or any form of prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus, or arising out of or
      relating to any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      any
      Prospectus or form of prospectus or supplement thereto, in the light of the
      circumstances under which they were made) not misleading, except to the extent,
      but only to the extent, that  such untrue statements or omissions are
      based solely upon information regarding such Holder or such other Indemnified
      Party furnished in writing to the Company by such Holder expressly for use
      therein.  The Company shall notify the Holders promptly of the
      institution, threat or assertion of any Proceeding of which the Company is
      aware
      in connection with the transactions contemplated by this Agreement.

    


    
      
         

      

      
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    (b)           Indemnification
      by Holders.  Each Holder shall, severally and not jointly,
      indemnify and hold harmless the Company, the directors, officers, agents and
      employees, each Person who controls the Company (within the meaning of Section
      15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
      officers, agents and employees of such controlling Persons, to the fullest
      extent permitted by applicable law, from and against all Losses (as determined
      by a court of competent jurisdiction in a final judgment not subject to appeal
      or review), as incurred, arising solely out of or based solely upon any untrue
      statement of a material fact contained in the Registration Statement, any
      Prospectus, or any form of prospectus, or arising solely out of or based solely
      upon any omission of a material fact required to be stated therein or necessary
      to make the statements therein (in the case of any Prospectus or form of
      prospectus or supplement thereto, in the light of the circumstances under which
      they were made) not misleading, to the extent, but only to the extent, that
      such
      untrue statement or omission is contained in any information so furnished in
      writing by such Holder or other Indemnifying Party to the Company specifically
      for inclusion in the Registration Statement or such
      Prospectus.  Notwithstanding anything to the contrary contained
      herein, each Holder shall be liable under this Section 5(b) for only that amount
      as does not exceed the lesser of (i) the net proceeds to such Holder as a result
      of the sale of Registrable Securities pursuant to such Registration Statement
      and (ii) the aggregate purchase price paid by such Holder for the Preferred
      Shares and the Warrants pursuant to the Purchase Agreement.

    


    (c)           Conduct
      of Indemnification Proceedings.  If any Proceeding shall be
      brought or asserted against any Person entitled to indemnity hereunder (an
      “Indemnified Party”), such Indemnified Party promptly shall notify the
      Person from whom indemnity is sought (the “Indemnifying Party) in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof; provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that it shall be
      finally determined by a court of competent jurisdiction (which determination
      is
      not subject to appeal or further review) that such failure shall have
      proximately and materially adversely prejudiced the Indemnifying
      Party.

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel (which shall be reasonably acceptable to the Indemnifying Party)
      that
      a conflict of interest is likely to exist if the same counsel were to represent
      such Indemnified Party and the Indemnifying Party (in which case, if such
      Indemnified Party notifies the Indemnifying Party in writing that it elects
      to
      employ separate counsel at the expense of the Indemnifying Party, the
      Indemnifying Party shall not have the right to assume the defense thereof and
      such counsel shall be at the expense of the Indemnifying Party).  The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed.  No Indemnifying Party shall, without the prior
      written consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such Proceeding.

    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

         All
      fees and expenses of the Indemnified Party (including reasonable fees and
      expenses to the extent incurred in connection with investigating or preparing
      to
      defend such Proceeding in a manner not inconsistent with this Section) shall
      be
      paid to the Indemnified Party, as incurred, within ten (10) Business Days of
      written notice thereof to the Indemnifying Party (regardless of whether it
      is
      ultimately determined that an Indemnified Party is not entitled to
      indemnification hereunder; provided, that the Indemnifying
      Party may require such Indemnified Party to undertake to reimburse all such
      fees
      and expenses to the extent it is finally judicially determined that such
      Indemnified Party is not entitled to indemnification hereunder).

    


    (d)           Contribution.  If
      a claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party because of a failure or refusal of a governmental authority
      to
      enforce such indemnification in accordance with its terms (by reason of public
      policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
      such
      Indemnified Party, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such Losses, in such proportion as is
      appropriate to reflect the relative benefits received by the Indemnifying Party
      on the one hand and the Indemnified Party on the other from the offering of
      the
      Preferred Shares and Warrants.  If, but only if, the allocation
      provided by the foregoing sentence is not permitted by applicable law, the
      allocation of contribution shall be made in such proportion as is appropriate
      to
      reflect not only the relative benefits referred to in the foregoing sentence
      but
      also the relative fault, as applicable, of the Indemnifying Party and
      Indemnified Party in connection with the actions, statements or omissions that
      resulted in such Losses as well as any other relevant equitable
      considerations.  The relative fault of such Indemnifying Party and
      Indemnified Party shall be determined by reference to, among other things,
      whether any action in question, including any untrue or alleged untrue statement
      of a material fact or omission or alleged omission of a material fact, has
      been
      taken or made by, or relates to information supplied by, such Indemnifying
      Party
      or Indemnified Party, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission.  The amount paid or payable by a party
      as a result of any Losses shall be deemed to include, subject to the limitations
      set forth in Section 5(c), any reasonable attorneys' or other reasonable fees
      or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.  In no event shall any selling Holder be
      required to contribute an amount under this Section 5(d) in excess of the net
      proceeds received by such Holder upon sale of such Holder’s Registrable
      Securities pursuant to the Registration Statement giving rise to such
      contribution obligation.

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

         The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.  No
      Person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any Person
      who was not guilty of such fraudulent misrepresentation.

    


         The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.  Notwithstanding anything to the contrary contained herein,
      the Holders shall be liable under this Section 5(d) for only that amount as
      does
      not exceed the net proceeds to such Holder as a result of the sale of
      Registrable Securities pursuant to such Registration Statement.

    


    6.           Rule
      144.

    


         As
      long as any Holder owns any Registrable Securities or other securities entitling
      the Holder to acquire Registrable Securities, the Company covenants to timely
      file (or obtain extensions in respect thereof and file within the applicable
      grace period) all reports required to be filed by the Company after the date
      hereof pursuant to Section 13(a) or 15(d) of the Exchange Act and to promptly
      furnish the Holders with true and complete copies of all such
      filings.  As long as any Holder owns any Registrable Securities or
      other securities entitling the Holder to acquire Registrable Securities, if
      the
      Company is not required to file reports pursuant to Section 13(a) or 15(d)
      of
      the Exchange Act, it will prepare and furnish to the Holders and make publicly
      available in accordance with Rule 144(c) promulgated under the Securities Act
      annual and quarterly financial statements, together with a discussion and
      analysis of such financial statements in form and substance substantially
      similar to those that would otherwise be required to be included in reports
      required by Section 13(a) or 15(d) of the Exchange Act, as well as any other
      information required thereby, in the time period that such filings would have
      been required to have been made under the Exchange Act.  The Company
      further covenants that it will take such further action as any Holder may
      reasonably request all to the extent required from time to time to enable such
      Person to sell the Registrable Securities without registration under the
      Securities Act within the limitation of the exemptions provided by Rule 144
      promulgated under the Securities Act, including providing any legal opinions
      relating to such sale pursuant to Rule 144.   Upon the request of
      any Holder, the Company shall deliver to such Holder a written certification
      of
      a duly authorized officer as to whether it has complied with such
      requirements.

    


    


    7.           Miscellaneous.

    


    (a)           Remedies.  In
      the event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under
      this Agreement.  The Company and each Holder
      agree that monetary damages would not provide adequate
      compensation for any losses incurred by reason of a breach by it of any of
      the
      provisions of this Agreement and hereby further agrees that, in the event of
      any
      action for specific performance in respect of such breach, it shall waive the
      defense that a remedy at law would be adequate.

    


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    (b)           No
      Inconsistent Agreements.  Neither the Company nor any of its
      subsidiaries has, as of the date hereof entered into and currently in effect,
      nor shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities that is
      inconsistent with the rights granted to the Holders in this Agreement or
      otherwise conflicts with the provisions hereof.  Except as disclosed
      in Schedule 2.1(c) of the Purchase Agreement, neither the Company nor any
      of its subsidiaries has previously entered into any agreement currently in
      effect granting any registration rights with respect to any of its securities
      to
      any Person.  Without limiting the generality of the foregoing, without
      the written consent of the Holders of a majority of the then outstanding
      Registrable Securities, the Company shall not grant to any Person the right
      to
      request the Company to register any securities of the Company, under the
      Securities Act unless the rights so granted are subject in all respects to
      the
      prior rights in full of the Holders set forth herein, and are not otherwise
      in
      conflict with the provisions of this Agreement.

    


    (c)           No
      Piggyback on Registrations.  Neither the Company nor any of its
      security holders (other than the Holders in such capacity pursuant hereto or
      as
      disclosed on Schedule 2.1(c) of the Purchase Agreement or Schedule
      II hereto) may include securities of the Company in the Registration
      Statement, and the Company shall not after the date hereof enter into any
      agreement providing such right to any of its securityholders, unless the right
      so granted is subject in all respects to the prior rights in full of the Holders
      set forth herein, and is not otherwise in conflict with the provisions of this
      Agreement.

    


    (d)           Failure
      to File Registration Statement and Other Events.  The Company and
      the Holders agree that the Holders will suffer damages if the Registration
      Statement is not filed on or prior to the Filing Date and the Company does
      not
      respond to comments from the Commission within 14 days of the receipt thereof
      or
      if certain other events occur.  The Company and the Holders further
      agree that it would not be feasible to ascertain the extent of such damages
      with
      precision.  Accordingly, if (A) the Registration Statement is not
      filed on or prior to the Filing Date, or (B) the Company fails to respond to
      comments from the Commission on any registration statement filed pursuant to
      this Agreement within 14 days after the receipt of such comments, or (C) the
      Company fails to file with the Commission a request for acceleration in
      accordance with Rule 461 promulgated under the Securities Act within three
      (3)
      Business Days of the date that the Company is notified (orally or in writing,
      whichever is earlier) by the Commission that a Registration Statement will
      not
      be “reviewed,” or not subject to further review, or (D) the Registration
      Statement is filed with and declared effective by the Commission but thereafter
      ceases to be effective as to all Registrable Securities at any time prior to
      the
      expiration of the Effectiveness Period, without being succeeded immediately
      by a
      subsequent Registration Statement filed with and declared effective by the
      Commission, or (E) the Company has breached Section 3(n), or (F) trading in
      the
      Common Stock shall be suspended or if the Common Stock is delisted from the
      OTC
      Bulletin Board (or other principal exchange on which the Common Stock is traded)
      for any reason for more than three (3) Business Days in the aggregate (any
      such
      failure or breach being referred to as an “Event,” and for purposes of
      clauses (A) and (B) the date on which such Event occurs, or for purposes of
      clause (C) the date on which such three (3) Business Day period is exceeded,
      or
      for purposes of clause (D) after more than fifteen (15) Business Days, or for
      purposes of clause (F) the date on which such three (3) Business Day period
      is
      exceeded, being referred to as “Event Date”), the Company shall pay an
      amount as liquidated damages to each Holder equal to one and one-half percent
      (1.5%) of the amount of the Holder’s initial investment in the Preferred Shares
      and Warrants for each calendar month or portion thereof thereafter from the
      Event Date until the applicable Event is cured; provided, however,
      that in no event shall the amount of liquidated damages payable to any Holder
      pursuant to this Section 7(d) exceed eighteen percent (18%) of the amount of
      the
      Holder’s initial investment in the Preferred Shares and
      Warrants.  Notwithstanding anything to the contrary in this paragraph
      (e), if (i) any of the Events shall have occurred, (ii) on or prior to the
      applicable Event Date, the Company shall have exercised its rights under Section
      3(n) hereof and (iii) the postponement or suspension permitted pursuant to
      such
      Section 3(n) shall remain effective as of such applicable Event Date, then
      the
      applicable Event Date shall be deemed instead to occur on the second Business
      Day following the termination of such postponement or suspension.

    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    Notwithstanding
      anything to the
      contrary set forth herein, in the event the Commission does not permit the
      Company to register all of the Registrable Securities in the Registration
      Statement because of the Commission’s application of Rule 415, the Company shall
      register in the Registration Statement such number of Registrable Securities
      as
      is permitted by the Commission, provided, however, that the number of
      Registrable Securities and the Other Securities, to be included in such
      Registration Statement or any subsequent registration statement shall be
      determined in the following order: (i) first, the Registrable Securities; (ii)
      second, the Other Securities.   In the event the Commission does
      not permit the Company to register all of the Registrable Securities in the
      initial Registration Statement, the Company shall use its best efforts to file
      subsequent Registration Statements to register the Registrable Securities that
      were not registered in the initial Registration Statement as promptly as
      possible and in a manner permitted by the Commission.  For purposes of
      a subsequent filing under this paragraph, “Filing Date” means with respect to
      each subsequent Registration Statement filed pursuant hereto, the later of
      (i)
      ninety (90) days following the sale of substantially all of the Registrable
      Securities, determined, to the extent permitted by the Commission, on a per
      holder (and its affiliates) basis, included in the initial Registration
      Statement or any subsequent Registration Statement and (ii) seven (7) months
      following the effective date of the initial Registration Statement or any
      subsequent Registration Statement, as applicable, or such earlier date as
      permitted by the Commission.  For purposes of a subsequent filing
      under this paragraph, “Effectiveness Date” means with respect to each subsequent
      Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth
      (90th) day following the filing date of such Registration Statement (or in
      the
      event such Registration Statement receives a “full review” by the Commission,
      the one hundred twentieth (120th) day following such filing date) or (B) the
      date which is within three (3) Business Days after the date on which the
      Commission informs the Company (i) that the Commission will not review such
      Registration Statement or (ii) that the Company may request the acceleration
      of
      the effectiveness of such Registration Statement and the Company makes such
      request; provided that, if the Effectiveness Date falls on a Saturday, Sunday
      or
      any other day which shall be a legal holiday or a day on which the Commission
      is
      authorized or required by law or other government actions to close, the
      Effectiveness Date shall be the following Business Day.  Such
      subsequent Registration Statement shall be subject to the terms of this
      Agreement as a Registration Statement under Article II
      hereof.  Further, the liquidated damages set forth in the preceding
      paragraph shall not be applicable to any Registrable Securities that are not
      included in a Registration Statement in response to a Rule 415 restriction
      raised in a “comment letter” from the Commission, but shall be applicable to
      such Registrable Securities to the extent such Registrable Securities are,
      or
      should have been, included in a subsequent Registration Statement pursuant
      to
      the terms of this paragraph.

    


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    (e)           Amendments
      and Waivers.  The provisions of this Agreement, including the
      provisions of this sentence, may not be amended, modified or supplemented,
      and
      waivers or consents to departures from the provisions hereof may not be given,
      unless the same shall be in writing and signed by the Company and the Holders
      of
      three-fourths (3/4) of the Registrable Securities outstanding.

    


    (f)           Notices.  Any
      and all notices or other communications or deliveries required or permitted
      to
      be provided hereunder shall be in writing and shall be deemed given and
      effective on the earlier of (i) the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile telephone number
      specified for notice prior to 5:00 p.m., New York City time, on a Business
      Day,
      (ii) the Business Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile telephone number
      specified for notice later than 5:00 p.m., New York City time, on any date
      and
      earlier than 11:59 p.m., New York City time, on such date, (iii) the Business
      Day following the date of mailing, if sent by nationally recognized overnight
      courier service or (iv) actual receipt by the party to whom such notice is
      required to be given.  The addresses for such communications shall be
      with respect to each Holder at its address set forth under its name on
Schedule I attached hereto, or with respect to the Company, addressed
      to:

    


    Urigen
      Pharmaceuticals, Inc.

    875
      Mahler Road, Suite 235

    Burlingame,
      California 94010

    Attention:
      William J. Garner, MD

    Tel.
      No.:
      (650) 259-0239

    Fax
      No.:
      (650) 259-0901 and (866) 816-1107

    


    


    with
      copies (which copies

    shall
      not
      constitute notice

    to
      the
      Company)
      to:                             Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway, 32nd Floor

    New
      York,
      NY 10006

    Attention:
      Thomas Rose, Esq.

    Tel.
      No.:
      (212) 930-9700

    Fax
      No.:
      (212) 930-9725

    


    or
      to
      such other address or addresses or facsimile number or numbers as any such
      party
      may most recently have designated in writing to the other parties hereto by
      such
      notice.  Copies of notices to the Holders shall be sent to Burak
      Anderson & Melloni, PLC, 30 Main Street, Burlington, Vermont 05402,
      Attention: Shane W. McCormack, Tel No.: (802) 862-0500, Fax No.: (802)
      862-8176.

    


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    (g)           Successors
      and Assigns.  This Agreement shall be binding upon and inure to
      the benefit of the parties and their successors and permitted assigns and shall
      inure to the benefit of each Holder and its successors and
      assigns.  The Company may not assign this Agreement or any of its
      rights or obligations hereunder without the prior written consent of each
      Holder.  Each Holder may assign its rights hereunder in the manner and
      to the Persons as permitted under the Purchase Agreement.

    


    (h)           Assignment
      of Registration Rights.  The rights of each Holder hereunder,
      including the right to have the Company register for resale Registrable
      Securities in accordance with the terms of this Agreement, shall be
      automatically assignable by each Holder to any Affiliate of such Holder or
      any
      other Holder or Affiliate of any
      other Holder of all or a portion of
      the Registrable Securities if:  (i) the Holder agrees in writing with
      the transferee or assignee to assign such rights, and a copy of such agreement
      is furnished to the Company within a reasonable time after such assignment,
      (ii)
      the Company is, within a reasonable time after such transfer or assignment,
      furnished with written notice of (a) the name and address of such transferee
      or
      assignee, and (b) the securities with respect to which such registration rights
      are being transferred or assigned, (iii) following such transfer or assignment
      the further disposition of such securities by the transferee or assignees is
      restricted under the Securities Act and applicable state securities laws, (iv)
      at or before the time the Company receives the written notice contemplated
      by
      clause (ii) of this Section, the transferee or assignee agrees in writing with
      the Company to be bound by all of the provisions of this Agreement, and (v)
      such
      transfer shall have been made in accordance with the applicable requirements
      of
      the Purchase Agreement.  In addition, each Holder shall have the right
      to assign its rights hereunder to any other Person with the prior written
      consent of the Company, which consent shall not be unreasonably
      withheld.  The rights to assignment shall apply to the Holders (and to
      subsequent) successors and assigns.

    


    (i)           Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement.  In the event that any
      signature is delivered by facsimile transmission, such signature shall create
      a
      valid binding obligation of the party executing (or on whose behalf such
      signature is executed) the same with the same force and effect as if such
      facsimile signature were the original thereof.

    


    (j)           Governing
      Law; Jurisdiction.  This Agreement shall be governed by and
      construed in accordance with the internal laws of the State of New York, without
      giving effect to any of the conflicts of law principles which would result
      in
      the application of the substantive law of another jurisdiction.  This
      Agreement shall not be interpreted or construed with any presumption against
      the
      party causing this Agreement to be drafted.  The Company and the
      Holders agree that venue for any dispute arising under this Agreement will
      lie
      exclusively in the state or federal courts located in New York County, New
      York,
      and the parties irrevocably waive any right to raise forum non
      conveniens or any other argument that New York is not the proper
      venue.  The Company and the Holders irrevocably consent to personal
      jurisdiction in the state and federal courts of the state of New
      York.  The Company and the Holders consent to process being served in
      any such suit, action or proceeding by mailing a copy thereof to such party
      at
      the address in effect for notices to it under this Agreement and agrees that
      such service shall constitute good and sufficient service of process and notice
      thereof.  Nothing in this Section 7(j) shall affect or limit any right
      to serve process in any other manner permitted by law.  The Company
      and the Holders hereby agree that the prevailing party in any suit, action
      or
      proceeding arising out of or relating to the this Agreement or the Purchase
      Agreement, shall be entitled to reimbursement for reasonable legal fees from
      the
      non-prevailing party.  The parties hereby waive all rights to a trial
      by jury.

    


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

                          
      (k)           Cumulative
      Remedies.  The remedies provided herein are cumulative and not
      exclusive of any remedies provided by law.

    


    (l)           Severability.
      If any term, provision, covenant or restriction of this Agreement is held to
      be
      invalid, illegal, void or unenforceable in any respect, the remainder of the
      terms, provisions, covenants and restrictions set forth herein shall remain
      in
      full force and effect and shall in no way be affected, impaired or invalidated,
      and the parties hereto shall use their reasonable efforts to find and employ
      an
      alternative means to achieve the same or substantially the same result as that
      contemplated by such term, provision, covenant or restriction.  It is
      hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

    


                          (m)           Headings.  The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

    


    (n)           Shares
      Held by the Company and its Affiliates. Whenever the consent or approval of
      Holders of a specified percentage of Registrable Securities is required
      hereunder, Registrable Securities held by the Company or its Affiliates (other
      than any Holder or transferees or successors or assigns thereof if such Holder
      is deemed to be an Affiliate solely by reason of its holdings of such
      Registrable Securities) shall not be counted in determining whether such consent
      or approval was given by the Holders of such required percentage.

    


    (o)           Independent
      Nature of Holders.  The Company acknowledges that the obligations
      of each Holder under the Transaction Documents are several and not joint with
      the obligations of any other Holder, and no Holder shall be responsible in
      any
      way for the performance of the obligations of any other Holder under the
      Transaction Documents.  The Company acknowledges that the decision of
      each Holder to purchase Securities pursuant to the Purchase Agreement has been
      made by such Holder independently of any other purchase and independently of
      any
      information, materials, statements or opinions as to the business, affairs,
      operations, assets, properties, liabilities, results of operations, condition
      (financial or otherwise) or prospects of the Company or of its Subsidiaries
      which may have made or given by any other Holder or by any agent or employee
      of
      any other Holder, and no Holder or any of its agents or employees shall have
      any
      liability to any Holder (or any other person) relating to or arising from any
      such information, materials, statements or opinions.  The Company
      acknowledges that nothing contained herein, or in any Transaction Document,
      and
      no action taken by any Holder pursuant hereto or thereto (including, but not
      limited to, the (i) inclusion of a Holder in the Registration Statement and
      (ii)
      review by, and consent to, such Registration Statement by a Holder) shall be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert or as a group with respect to such obligations
      or the transactions contemplated by the Transaction Documents.  The
      Company acknowledges that each Holder shall be entitled to independently protect
      and enforce its rights, including without limitation, the rights arising out
      of
      this Agreement or out of the other Transaction Documents, and it shall not
      be
      necessary for any other Holder to be joined as an additional party in any
      proceeding for such purpose.  The Company acknowledges that for
      reasons of administrative convenience only, the Transaction Documents have
      been
      prepared by counsel for one of the Holders and such counsel does not represent
      all of the Holders but only such Holder and the other Holders have retained
      their own individual counsel with respect to the transactions contemplated
      hereby.  The Company acknowledges that it has elected to provide all
      Holders with the same terms and Transaction Documents for the convenience of
      the
      Company and not because it was required or requested to do so by the
      Holders.  The Company acknowledges that such procedure with respect to
      the Transaction Documents in no way creates a presumption that the Holders
      are
      in any way acting in concert or as a group with respect to the Transaction
      Documents or the transactions contemplated hereby or thereby.

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    


    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      	 	URIGEN
              PHARMACEUTICALS, INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Martin
              E. Shamagin	 
	 	 	Name: Martin
              E. Shmagin	 
	 	 	Title : 
              Chief Financial Officer	 
	 	 	 	 


      	 	PLATINUM-MONTAUR
              LIFE SCIENCES, LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Mark
              Nordlicht	 
	 	 	Name: Mark
              Nordlicht	 
	 	 	Title: Managing
              Member	 
	 	 	 	 




    


    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

    


    


    


    


    Schedule
      I

    List
      of Holders

    


    PLATINUM-MONTAUR
      LIFE SCIENCES, LLC Schedule II

    Securities
      Permitted to be Included on the Registration Statement

    


    


    None.