ex101.htm


    Exhibit
10.1

     

    AMENDMENT
TO

    SENIOR
SECURED CONVERTIBLE PROMISSORY NOTES

    


             This
Amendment is made as of the 26th day
of October 2009, by and between Urigen Pharmaceuticals, Inc. a Delaware
corporation with its principal place of business at 27 Maiden Lane, Suite 595,
San Francisco, California 94108 (the “Company”) and Platinum-Montaur Life
Sciences, LLC (the “Lender”) a Delaware limited liability
company.

    


    WHEREAS, the parties have
entered into a Note Purchase Agreement dated as of January 9, 2009 (the
“Purchase Agreement”), as amended by Amendment to Transaction Documents dated as
of April 22, 2009 and further amended by Second Amendment to Transaction
Documents dated as of August 13, 2009 pursuant  to which the Company
issued to the Lender (collectively the “Notes”): (A) Senior Secured Convertible
Promissory Note No. 1 dated January 9, 2009  in the principal amount
of $257,000; (B)  Senior Secured Convertible Promissory Note No. 2
dated April 22, 2009 in the principal amount of $40,000; (C) Senior Secured
Convertible Promissory Note No. 3 dated August 13, 2009  in the
principal amount of $202,500.

    


    WHEREAS, pursuant to their
terms, the Notes matured on October 9, 2009.

    


    WHEREAS, the parties wish to
amend the Note to extend the maturity date to April 9, 2010;

    


    NOW, THEREFORE, for and in
consideration of the foregoing recitals, and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties agree as follows:

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    1.           The
maturity date of each of the Notes is extended to provide that the outstanding
balance of each of the Notes shall be due and payable by the Company on April 9,
2010.

    


    2.           The
provisions of the Notes, as modified herein, shall remain in full force and
effect in accordance with their terms and are hereby ratified and
confirmed.  The Lender does not in any way waive the Company’s
obligations to comply with any of the provisions, covenants and terms of the
Notes, nor does the Lender waive any other right the Lender may have at law or
in equity.

     

    3.           This
Amendment shall be governed by the laws of the State of New York, without
regards to the conflict of law provisions thereof.

     

    


     

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    IN WITNESS WHEREOF, the
undersigned have caused this Amendment to the Notes  to be executed as
of the date first above written.

     

    


    URIGEN
PHARMACEUTICALS, INC.

    


    


    By:__/s/
Martin E. Shmagin_________________

    Name:  Martin E.
Shmagin

    Title:    Chief
Financial Officer

    


    


    


    


    PLATINUM-MONTAUR LIFE SCIENCES,
LLC

    


    


    .

    By:__/s/
Michael Goldberg___________________

    Name:  Michael
Goldberg

    Title:  Portfolio
Manager