ex101.htm


    Exhibit
10.1

     

    DEBT
SETTLEMENT AGREEMENT

     

    THIS DEBT
SETTLEMENT AGREEMENT (this "Agreement") is
entered into as of October 26, 2009 by and between URIGEN PHARMACEUTICALS, INC.
a Delaware corporations (the "Company"), and
___________ ("Vendor").

     

    W I T N E
S S E T H:

     

    WHEREAS,
the Company owes Vendor $_______ as of the date hereof (the "Debt");
and

     

    WHEREAS,
the Company and Vendor desire to enter into a settlement to discharge the Debt
upon the terms and conditions set forth herein;

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

     

    1. Settlement of
Debt.  Upon the terms and conditions set forth in this
Agreement, the Company hereby agrees to pay to Vendor the aggregate amount of
$________ in shares of common stock, par value $0.001 per share of the Company
(the "Securities"), which
shares are restricted stock (as more fully described below) and Vendor hereby
agrees that by this payment the Debt shall be discharged, cancelled and
extinguished in its entirety. Within 10 days of the execution and delivery of
this Agreement, the Company shall issue ________ shares of its common stock of
the Company.  Vendor agrees and acknowledges that, effective as of the
date hereof, and following such payment, the Company shall have no further
obligations to Vendor in respect of the Debt.

     

    2. Representations and
Warranties.  Each party hereto hereby represents and warrants
to the other party as follows:

     

    (a) Authorization.  Such
party has the full right, power and authority to enter into this Agreement and
to perform the terms and provisions hereof.  The execution, delivery
and performance of this Agreement by such party have been duly authorized by all
necessary action on the part of such party, and this Agreement constitutes the
valid and binding obligation of such party, enforceable against such party in
accordance with its terms.

     

    (b) No
Conflicts.  Neither the execution and delivery of this
Agreement nor compliance with the terms and provisions hereof on the part of
such party shall breach any statutes or regulations of any governmental
authority, domestic or foreign, or shall conflict with or result in a breach of
such party’s organizational document(s) (if applicable) or of any of the terms,
conditions or provisions of any judgment, order, injunction, decree, agreement
or instrument to which such party is a party or by which it or its assets are or
may be bound, or constitute a default thereunder or an event which with the
giving of notice or passage of time or both would constitute a default
thereunder, or require the consent of any person or entity.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (c) Consents and
Approvals.  No consent, waiver, approval, order, permit or
authorization of, or declaration or filing with, or notification to, any person
or entity is required on the part of such party in connection with the execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby.

     

    3. Releases.  In
consideration of the covenants, agreements and promises contained in this
Agreement, each party hereto, for and on behalf of itself and its successors and
assigns, hereby irrevocably and unconditionally releases, remises and discharges
the other party and its officers, directors, employees, stockholders,
representatives, affiliates, agents, successors and assigns, past, present and
future, from any and all actions, causes of action, claims, agreements,
commitments, indebtedness, demands, damages, rights, remedies and liabilities of
whatever kind or character, in law or equity, suspected or unsuspected, past or
present, known or unknown, existing as of the date hereof or which, to the
extent arising from or in connection with any act, omission or state of facts
taken or existing on or prior to the date hereof, may exist after the date
hereof, in each case arising from or relating to the Debt or the Company's
payment obligations under the Contract.  Nothing in this Section 3 shall
release any of the parties stated hereinabove with respect to (i) its
obligations under this Agreement or (ii) any claims that relate to facts or
circumstances arising after the date hereof.

     

    4. Vendor’s Representations and
Warranties.

     

    Vendor
hereby acknowledges, represents and warrants to, and agrees with, the Company as
follows:

     

    (a)           Vendor
is acquiring the Securities for its own account as principal, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct
or indirect beneficial interest in such Securities.

     

    (b)           Vendor
acknowledges its understanding that the issuance of the Securities is intended
to be exempt from registration under the Act by virtue of Section 4(2) of the
Securities Act of 1933, as amended (the “Act”) and the provisions of Regulation
D thereunder.

     

    (c)           Vendor
has the financial ability to bear the economic risk of his investment, has
adequate means for providing for his current needs and personal contingencies
and has no need for liquidity with respect to his investment in the
Company.

    


    (d)           Vendor
is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D under the Act (17 C.F.R. 230.501(a)) or is not a U.S. Person as defined under
Regulation S.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (e)           Vendor
has made an independent investigation of the Company’s business, been provided
an opportunity to obtain additional information concerning the Company Vendor
deems necessary to make an investment decision and all other information to the
extent the Company possesses such information or can acquire it without
unreasonable effort or expense.

     

    (f)           Vendor
represents, warrants and agrees that Vendor will not sell or otherwise transfer
the Securities unless registered under the Act or in reliance upon an exemption
therefrom, and fully understands and agrees that Vendor must bear the economic
risk of his purchase for an indefinite period of time because, among other
reasons, the Securities or underlying securities have not been registered under
the Act or under the securities laws of certain states and, therefore, cannot be
resold, pledged, assigned or otherwise disposed of unless they are subsequently
registered under the Act and under the applicable securities laws  of
such states or an exemption from such registration is
available.  Vendor also understands that the Company is under no
obligation to register the Securities on its behalf or to assist Vendor in
complying with any exemption from registration under the Act.  Vendor
further understands that sales or transfers of the Securities or underlying
securities are restricted by the provisions of state securities
laws.

     

    (g)           Vendor
understands that the Securities are restricted securities which have not been
registered under the Securities Act of 1933 as amended (the “Securities Act”)
and will not sell, offer to sell, assign, pledge, hypothecate or otherwise
transfer any of the Securities unless (i) pursuant to an effective registration
statement under the Securities Act, (ii) such holder provides the Company with
an opinion of counsel, in form and substance reasonably acceptable to the
Company, to the effect that a sale, assignment or transfer of the Securities may
be made without registration under the Securities Act, (iii) such holder
provides the Company with reasonable assurances (in the form of seller and
broker representation letters) that the Securities, can be sold pursuant to Rule
144 promulgated under the Securities Act.

    


    (h)           Vendor
further understands that the certificates, in due and proper form, representing
the Securities will bear a legend substantially in the following
form:

    


    “THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.           Miscellaneous.

     

    (a) Entire
Agreement.  This Agreement supersedes all prior discussions and
agreements between the parties hereto with respect to the subject matter hereof
and contains the sole and entire agreement between the parties hereto with
respect to the subject matter hereof.

     

    (b) Amendments.  The
terms and provisions of this Agreement may be waived, modified, terminated or
amended only with the prior written consent of the parties hereto.  No
waiver by any party hereto of any term or provision of this Agreement, in any
one or more instances, shall be deemed to be or construed as a waiver of the
same or any other term or provision of this Agreement on any future
occasion.

     

    (c) Notices.  All
notices, requests, consents, approvals and statements shall be in writing and,
if properly addressed to the recipient in the manner required by this Section 4(c), shall
be deemed for purposes of this Agreement to have been given, delivered and
received: (i) on the date of actual receipt if delivered personally to the
recipient; (ii) three (3) business days after mailing by first class mail,
postage prepaid; or (iii) one (1) business day after deposit with a reputable
overnight courier service for next business day's delivery.  A writing
shall be deemed to be properly addressed if addressed as follows:

     

    If to the
Company:

     

    Urigen
Pharmaceuticals, Inc.27 Maiden Lane, Suite 595

    San
Francisco, CA 94108

    Attn:  Chief
Financial Officer

     

    If to
Vendor, to:

     

    _______________________

    _______________________

    _______________________

    


    or to
such other address or addresses as the addressee previously may have specified
by written notice given to the parties hereto in the manner contemplated by this
Section
4(c).

     

    (d) Counterparts;
Facsimile.  This Agreement may
be executed in original or by facsimile in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (e) Interpretation.  Section
headings are not to be considered part of this Agreement, are included solely
for convenience of reference and are not intended to be full or accurate
descriptions of the contents thereof.  Use of the terms "herein,"
"hereunder," "hereof," and like terms shall be deemed to refer to this entire
Agreement and not merely to the particular provision in which the term is
contained, unless the context clearly indicates otherwise.  Use of the
word "including" or a like term shall be construed to mean "including, but not
limited to."  Words importing a particular gender shall include every
other gender, and words importing the singular shall include the plural and
vice-versa, unless the context clearly indicates otherwise.

     

    (f) Governing
Law.  This Agreement and any controversy arising directly or
indirectly out of or relating to this Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
reference to the choice of law principles thereof.

     

    (g) Assignment; Binding
Effect.  Neither this Agreement nor any right, interest or
obligation hereunder may be assigned by Vendor without the prior written consent
of the Company, and any attempt to do so shall be void.  Subject to
the provisions of this Section 5(g), this
Agreement is binding upon, inures to the benefit of and is enforceable by the
parties hereto and their respective permitted successors and
assigns.

     

    (h) Construction.  The
parties hereto acknowledge that each party has reviewed this Agreement and has
had an opportunity to arrange for review of this Agreement by such party's legal
counsel and that any rule of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement.

     

    (i) Further
Assurances.  Each party hereto shall execute and deliver all
papers, documents and instruments and perform all acts that are necessary or
appropriate to implement the terms and intent of this Agreement.

     

    [Remainder of Page Intentionally Left
Blank; Signature Page to Follow]

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    IN
WITNESS WHEREOF, the parties have executed this Debt Settlement Agreement as of
the date first written above.

     

    
      
        	 	      
                URIGEN
      PHARMACEUTICALS, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:
      Martin E. Shmagin 	 
	 	 	Title;
      CFO	 
	 	 	 	 


      

    

     

    
      
        	 	      
                VENDOR:

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: