<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form 10-QSB
(Mark One)
[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999
                               --------------
                                         OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number 0-27264


                                 UROGEN CORP.
                                 ------------
            (Exact name of registrant as specified in its charter)


          DELAWARE                                 33-0687976
          --------                                 ----------
     (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)            Identification no.)


               10835 Altman Row, Suite 150, San Diego, CA, 92121
                (Address of principal executive offices)      (Zip code)

      Registrant's Telephone Number, including area code:  (619) 450-5949

                                Not Applicable
                                --------------
        (Former name, former address and former fiscal year, if changed
                              since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No
                                       ---     ___

The number of shares of the Common Stock of the registrant outstanding as of
August 3, 1999, was 12,097,999.
<PAGE>

                                 UROGEN CORP.
                       (A Development Stage Enterprise)

                             INDEX TO FORM 10-QSB

                        PART I. FINANCIAL INFORMATION
                        -----------------------------

<TABLE>
<CAPTION>
                                                                                            Page No.
                                                                                            -------
<S>                                                                                         <C>
Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets
            June 30, 1999 (Unaudited) and December 31, 1998..............................       2

          Condensed Consolidated Statements of Operations (Unaudited)
            Three and Six Month Periods Ended June 30, 1999 and
            1998 and the period from July 1, 1991 (inception)
            to June 30, 1999.............................................................       3

          Condensed Consolidated Statements of Cash Flows (Unaudited)
            Six Months Ended June 30, 1999 and 1998 and the period from
            July 1, 1991 (inception) to June 30, 1999....................................       4

          Notes to Unaudited Condensed Consolidated
            Financial Statements.........................................................       5

Item 2.   Management's Discussion and Analysis of
            Financial Condition and Results of Operations................................       7

                          PART II. OTHER INFORMATION
                          ---------------------------

Item 1.   Legal Proceedings..............................................................      12
Item 2.   Changes in Securities..........................................................      12
Item 3.   Defaults Upon Senior Securities................................................      12
Item 4.   Submission of Matters to a Vote
           of Security Holders...........................................................      12
Item 5.   Other Information..............................................................      13
          Market For Registrant's Common Equity
Item 6.   Exhibits and Reports on Form 8-K...............................................      13
          Signatures.....................................................................      14
</TABLE>

                                       1
<PAGE>

                                 UROGEN CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 June 30,           December 31
                                                                                   1999                1998
                                                                              ---------------      -------------
                                                                                 (unaudited)
<S>                                                                           <C>                  <C>
ASSETS

Current assets:
   Cash and cash equivalents                                                  $       229,168      $     314,983
   Accounts receivable from related party                                           1,072,747            348,718
   Other current assets                                                                12,543             20,173
                                                                              ---------------      -------------
       Total current assets                                                         1,314,458            683,874

Property and equipment, net                                                           364,624            383,826
Other assets                                                                          115,851             30,052
                                                                              ---------------      -------------

                                                                              $     1,794,933      $   1,097,752
                                                                              ===============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                           $       266,512      $     392,461
   Amounts due to stockholder                                                               -            315,000
   Accrued employee benefits                                                          110,347            200,716
   Other accrued liabilities                                                           77,894             58,280
   Notes payable                                                                            -            991,761
                                                                              ---------------      -------------
       Total current liabilities                                                      454,753          1,958,218

Deferred compensation                                                                 104,686             28,987
Advance from related party                                                          2,503,558          1,044,275

Commitments

Stockholders' equity:
   Preferred Stock - $0.01 par value, 5,000,000 shares authorized:
         Series A Preferred Stock, 5,830 and 5,830
           issued and outstanding                                                          58                 58
         Series B Preferred Stock, 704 and none
           issued and outstanding                                                           7                 --
   Common Stock - $0.001 par value, 40,000,000
       shares authorized; 12,097,999 and 9,378,538
       issued and outstanding                                                          12,098              9,379
   Additional paid-in capital                                                       9,267,909          6,782,920
   Note receivable from stockholder                                                      (218)           (20,522)
   Deficit accumulated during development stage                                   (10,547,918)        (8,705,563)
                                                                              ---------------      -------------
         Total stockholders' equity                                                (1,268,064)        (1,933,728)
                                                                              ---------------      -------------

                                                                              $     1,794,933      $   1,097,752
                                                                              ===============      =============
</TABLE>

                            See accompanying notes.

                                       2
<PAGE>

                                 UROGEN CORP.
                       (A Development Stage Enterprise)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                -----------------------------------------------
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended             Six Months Ended           July 1, 1991
                                                   -----------------------------   -------------------------
                                                                                                                 (inception) to
                                                     June 30,        June 30,        June 30,      June 30,          June 30,
                                                        1999            1998           1999          1998             1999
                                                   -------------   -------------   ------------  -----------    ----------------
<S>                                                <C>             <C>             <C>           <C>            <C>
Revenue                                            $      50,812   $      71,750   $     50,812  $   192,300    $        892,192
                                                   -------------   -------------   ------------  -----------    ----------------
Costs and expenses:
  Cost of sales                                                -               -              -            -             821,878
  Research and development                               607,708         223,646      1,146,984      369,476           6,581,652
  Write-off of acquired in-process technology                  -               -              -            -           5,455,505
  Selling, general and administrative                    210,577          41,916        406,026      135,433           1,752,982
                                                   -------------   -------------  -------------  -----------   -----------------
Total costs and expenses                                 818,285         265,562      1,553,010      504,909          14,612,017
                                                   -------------   -------------  -------------  -----------   -----------------

Loss from operations                                    (767,473)       (193,812)    (1,502,198)    (312,609)        (13,719,825)

Other income (expense)                                         -               -            905            -              64,981
Interest expense                                        (290,051)              -       (348,890)           -            (654,996)
Interest income                                            5,149             497          7,838          974              36,136
                                                   -------------   -------------  -------------  -----------   -----------------

Net loss                                           $  (1,052,375)  $    (193,315) $  (1,842,345) $  (311,635)  $     (14,273,704)
                                                   =============   =============  =============  ===========   =================


Basic and diluted loss per share                   $       (0.11)  $       (0.03) $       (0.20) $     (0.04)
                                                   =============   =============  =============  ===========
Number of shares used in the computation of
basic and diluted loss per share                       9,480,755       7,537,319      9,420,079    7,537,319
                                                   =============   =============  =============  ===========
</TABLE>


                            See accompanying notes.

                                       3
<PAGE>

                                 UROGEN CORP.
                       (A Development Stage Enterprise)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                      July 1, 1991
                                                                  For the six months ended           (inception) to
                                                                          June 30,                       June 30,
                                                                     1999               1998               1999
                                                            -----------------    ---------------   --------------------
<S>                                                         <C>                  <C>               <C>
Net loss                                                    $      (1,842,345)    $     (311,635)   $       (14,273,704)
Adjustments to reconcile net loss to net cash used
   In operating activities:
     Write-off of in-process technology acquired with
        stock                                                               -                  -              5,455,505
      Expenses paid via advances from related  party                        -                  -                695,557
      Depreciation and amortization                                    57,333                396                577,663
      Distribution of common stock for services                         2,900                  -                 21,050
      Accrued interest paid through issuance of Common Stock           42,563                                    42,563
      Non-cash outside service cost                                         -                  -                106,000
      Gain (loss) on disposal of fixed assets                               -                  -                (81,807)
      Amortization of debt discount                                   305,428                  -                571,068
      Change in assets and liabilities:
            Other current assets                                        7,630                  -                (12,543)
            Other assets                                              (85,799)           (95,000)              (115,851)
            Accounts payable                                         (125,949)           103,403                266,512
            Amounts due to stockholder                               (315,000)                 -                      -
            Other current liabilities                                 (32,320)           335,378                226,676
            Deferred compensation                                      75,699                  -                104,686
                                                            -----------------    ---------------   --------------------
Net cash used in operating activities                              (1,909,860)            32,542             (6,416,625)

Cash flows from investing activities:
   Purchase of property and equipment                                 (38,130)                 -               (617,129)
                                                            ------------------   ---------------   --------------------
Net cash used in investing activities                                 (38,130)                 -               (617,129)

Cash flows from financing activities:
   Advances from related party                                      1,440,664                  -              1,440,664
   Repayment of note receivable from stockholder                       20,000                  -                 20,000
   Proceeds from notes payable                                        400,000                  -              1,430,000
   Stock issuance costs                                                                        -                (83,366)
   Proceeds from issuance of common stock upon
    exercise of options                                                 1,511                  -                 72,011
   Proceeds from sale of Common Stock                                       -                  -                    148
   Net advances from Medstone                                               -                  -              3,883,465
   Capital contribution by Medstone                                         -                  -                500,000
                                                            -----------------    ---------------   --------------------
Net cash provided by financing activities                           1,862,175                  -              7,262,922
                                                            -----------------    ---------------   --------------------

Net increase (decrease) in cash and equivalents                       (85,815)            32,542                229,168

Cash and equivalents, beginning of period                             314,983             74,353                      -
                                                            -----------------    ---------------   --------------------

Cash and equivalents, end of period                         $         229,168    $       106,895   $            229,168
                                                            =================    ===============   ====================
</TABLE>


                            See accompanying notes.

                                       4
<PAGE>

                                 UROGEN CORP.
                       (A Development Stage Enterprise)

                  NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                  -----------------------------------------
                             FINANCIAL STATEMENTS
                             --------------------
                                 June 30, 1999
                                 -------------

1.   The unaudited financial information furnished herein, in the opinion of
     management, reflects all adjustments, consisting only of normal recurring
     adjustments, which are necessary to state fairly the consolidated financial
     position, results of operations, and cash flows of UroGen Corp. as of and
     for the periods indicated. UroGen presumes that users of the interim
     financial information have read or have access to the Company's audited
     consolidated financial statements and Management's Discussion and Analysis
     of Financial Condition and Results of Operations for the year ended
     December 31, 1998 and that the adequacy of additional disclosure needed for
     a fair presentation, except in regard to material contingencies or recent
     significant events, may be determined in that context. Accordingly,
     footnote and other disclosures which would substantially duplicate the
     disclosures contained in Form 10-KSB for the year ended December 31, 1998
     filed on March 31, 1999 by the Company have been omitted. The financial
     information herein is not necessarily representative of a full year's
     operations.

2.   The accompanying financial statements have been prepared assuming the
     Company will continue as a going concern. The Company incurred net losses
     of $1,842,345 during the six months ended June 30, 1999 and has a deficit
     accumulated during its development stage of $10,547,918 at June 30, 1999.
     While management intends to raise additional debt and/or equity financing
     to fund future operations and to provide additional working capital, cash
     raised through the sale of the unsecured notes (Note 5) as well as funds
     provided by Baxter Healthcare Corporation ("Baxter") are expected to
     finance the Company's operations through February 2000.

     The accompanying financial statements do not include any adjustments to
     reflect the possible future effects on the recoverability and
     classification of assets or the amounts and classifications of liabilities
     that may result from the possible inability of the Company to continue as a
     going concern.

3.   The following summarizes non-cash investing and financing activities during
     the six months ended June 30, 1999:

       Conversion of advance from related party to preferred stock   $  704,000
       Conversion of notes payable to common stock                    1,430,000

                                       5
<PAGE>

4.   In accordance with the Financial Accounting Standards Board's Statement of
     Financial Accounting Standards ("SFAS") No. 128, Earnings per Share, net
     loss per share is based on the average number of shares of common stock
     outstanding during the six-month periods ended June 30, 1999 and 1998.
     Equivalent shares arising from convertible preferred stock, convertible
     debt, warrants for Common Stock and outstanding stock options have not been
     included in the computation of net loss per share as their effect would be
     antidilutive.

5.   In April 1999, the Company closed a financing in which we received $400,000
     from the sale of unsecured convertible notes payable, which bore interest
     at 8% per annum and were due on March 30, 2000, unless previously
     converted. The notes were convertible, at the option of the holder , into
     Common Stock at $0.30 per share, and automatically converted into Common
     Stock immediately prior to the filing of any registration statement to
     register the resale of the underlying shares.

     In addition, each note holder received a warrant to purchase the same
     number of shares of Common Stock as their notes convert into. The warrants
     are exerciseable for seven years from issuance and have an exercise price
     of $0.30 per share. The warrants were valued at $266,667, which was
     recorded as a discount to the notes payable. The discount was fully
     amortized to interest expense upon the conversion of the notes to Common
     Stock on June 22, 1999 (Note 6).

6.   On June 22, 1999 the Company filed a registration statement with the
     Securities and Exchange Commission to register for resale the shares
     underlying the unsecured convertible notes payable and the related warrants
     issued in July 1999 and April 1999. Immediately prior to filing the
     registration statement, the unsecured convertible notes payable and accrued
     interest automatically converted into 2,460,811 shares of common stock of
     UroGen Corp.

                                       6
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation

OVERVIEW

   UroGen commenced operations as a stand-alone entity in January 1996 to
develop pharmaceuticals to treat diseases in urology, with a particular interest
in prostate cancer. On July 8, 1998, UroGen entered into an agreement with
Baxter Healthcare Corporation in which we acquired the exclusive rights to
certain gene therapy technologies and certain tangible assets in exchange for
1,841,219 shares of Common Stock and 5,830 shares of Series A Preferred Stock.

   UroGen has been in the development stage since inception, with its current
activities consisting of the development of its core technology, which is based
upon novel recombinant adenoviral vector systems, that we believe provide
superior gene transfer efficiency and expression compared to other gene therapy
approaches. We expect to incur increasing research and development expenditures
as we focus our efforts on further development of our Factor VIII Mini-Ad Vector
for Hemophilia and Complementary Oncolytic IL-3 Viral Vector Product.
Accordingly, we expect no significant revenues and to incur significant
operating losses over the next several years.

RECENT EVENTS

   In April 1999, the Company closed a financing in which we received $400,000
representing proceeds from the sale of unsecured convertible notes payable,
which bore interest at 8% per annum and were due on March 30, 2000, unless
previously converted. The notes were convertible, at the option of the holder ,
into Common Stock at $0.30 per share, and automatically converted into Common
Stock immediately prior to the filing of any registration statement to register
the resale of the underlying shares.

   In addition, each note holder received a warrant to purchase the same number
of shares of Common Stock as their notes convert into. The warrants are
exerciseable for seven years from issuance and have an exercise price of $0.30
per share.

   On June 22, 1999 the Company filed a registration statement with the
Securities and Exchange Commission to register for resale the shares underlying
the unsecured convertible notes payable and the related warrants issued in July
1998 and April 1999. Immediately prior to filing the registration statement, the
unsecured convertible notes payable and accrued interest converted into
2,460,811 shares of common stock of UroGen Corp.

   In April 1999, the United States Patent and Trademark Office issued a patent
to another company for an adenoviral vector technology. Although we do not
believe that our technology infringes upon any valid claim of this patent, our
position may not be sustained if challenged. Such a conflict could result in a
significant reduction of the coverage of our patents, if issued. In addition, we
may be required to obtain licenses to this patent or to develop or obtain
alternative technology. If a license is required, there can be no assurances
that we will be able to obtain such a license, or that if we do, that it will
be on commercially favorable terms.

                                       7


<PAGE>

RESULTS OF OPERATIONS

Revenues

   UroGen has generated revenues to date of $842,192 from contract research
agreements and grants and $50,000 from the sale of proprietary biological
materials. Total revenues for the six months ended June 30, 1998 and 1999 were
$192,300 and $50,812, respectively. Total revenues for the years ended December
31, 1996, 1997 and 1998 were none, $193,500 and $192,300, respectively. We
anticipate seeking additional research agreements and grants to help fund
research and development efforts; however, we do not expect that contract
research will result in significant revenues in the future. We do not anticipate
revenues from products for at least three years.

Research and development and acquired in-process technology

   Research and development expenses and acquired in-process technology charges
during the years ended December 31, 1996, 1997 and 1998 were $347,698, $345,592
and $7,371,053, respectively. Research and development expenses for the six
month periods ended June 30, 1998 and 1999 were $369,476 and $1,146,984,
respectively. Research and development expenses during 1996, 1997 and through
June 30, 1998 consisted primarily of payments to consultants who were performing
research and to fees related to technology licenses and patent applications.
Following consummation of the Baxter transaction on July 8, 1998, research and
development costs were expanded to include the costs of the hemophilia and
cancer programs acquired from Baxter, but which were continued at Baxter until
certain employees and tangible assets involved were moved to our facilities in
October 1998. Additionally, the technology acquired from Baxter valued at
$5,455,505 was charged to acquired in-process technology during the year ended
December 31, 1998 due to the early stage of development. We anticipate
increasing research and development expenditures in the future as we conduct
preclinical and clinical testing necessary to bring our products to market and
to establish manufacturing and marketing capabilities.

General and administrative expenses

   General and administrative expenses during the years ended December 31,
1996, 1997 and 1998 were $174,472, $151,315 and $487,501, respectively.
General and administrative expenses for the six month periods ended June 30,
1998 and 1999 were $135,433 and $406,026, respectively. General and
administrative expenses include the costs of our administrative personnel and
consultants, office lease expenses and other overhead costs, including legal and
accounting costs. General and administrative expenses have increased related to
the increased level of operations, and we expect general and administrative
expenses to continue to increase to support our increasing research and
development activities.

                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

   The following discussion compares activity for the six months ended June 30,
1999 to the year ended December 31, 1998 because comparison to the six months
ended June 30, 1998 is not considered to be appropriate due to the changes to
operations resulting from the consummation of the Baxter transaction on July 8,
1998. Net cash used by operating activities was $642,511 during the year ended
December 31, 1998 and $1,909,860 during the six months ended June 30, 1999. Net
cash used by operating activities consists primarily of UroGen's net loss
increased by non-cash expenses, such as the write-off of in-process technology
acquired with stock, expenses paid via advances from Baxter and the amortization
of debt discount. Net cash used by investing activities of $63,493 during 1998
and $38,130 for the six months ended June 30, 1999 consists of the purchase of
furniture and equipment. Net cash provided by financing activities of $946,634
during 1998 consists of proceeds from notes payable of $1,030,000 offset by
expenses paid to raise capital. Net cash provided by financing activities of
$1,862,175 for the six months ended June 30, 1999 consists primarily of amounts
received from Baxter for development of the hemophilia product, proceeds from
notes payable and payment of a note receivable from a stockholder.

   Medstone International, Inc. funded all of UroGen's operations from July 1,
1991 (inception) through and ending with a $500,000 capital contribution of cash
on February 9, 1996. In July 1998, we completed an offering of 8% Convertible
Subordinated Notes due June 30, 1999, which raised $1,030,000. In April 1999, we
completed another offering of Convertible Subordinated Notes due March 30, 2000,
which raised $400,000. UroGen has incurred net losses of $14,273,704 since its
inception and has never been profitable during its existence. We expect to incur
significant additional operating losses over the next several years as our
research and development efforts expand. Our ability to achieve profitability
depends upon our ability, alone or with others, to successfully complete
development of products, obtain required regulatory approvals and manufacture
and market products. We can not assure you that we will be successful or that we
will attain significant revenues or profitability. Our operations to date have
consumed substantial amounts of cash. The negative cash flow from operations is
expected to continue and to accelerate for at least the next three years. The
development of our products will require a commitment of substantial funds to
conduct the costly and time-consuming research, preclinical and clinical testing
necessary to bring our products to market and to establish manufacturing and
marketing capabilities.

UroGen's future capital requirements will depend on many factors, including
scientific progress in our research and development programs, our ability to
establish collaborative arrangements with others for drug development, progress
with preclinical and clinical trials, the time and costs involved in obtaining
regulatory approvals and effective commercialization activities.

   Under the terms of our Developmental Collaboration Agreement and Credit
Agreements with Baxter , Baxter is required to provide funding for development
of the hemophilia product until we commence a Phase I Clinical Trial for the
hemophilia product. The funding provided by Baxter is in the form of a note
payable, which can be converted to Series B Preferred Stock, at our option, on
December 31 of each year of the agreement.

   We have commitments for $400,000 in additional capital through the sale of
preferred stock and warrants. We anticipate our existing capital resources,
including funds received from Baxter under the Developmental Collaboration
Agreement, coupled with the commitment for an additional $400,000 in capital,
will enable us to maintain our current and planned operations

                                       9
<PAGE>

through February 2000. Accordingly, we will need to raise substantial additional
capital to fund our operations. We intend to seek such additional funding either
through collaborative arrangements or through public or private equity or debt
financings. Additional financing may not be available on acceptable terms or at
all. If adequate funds are not available, we may be required to delay or reduce
the scope of our operations or to obtain funds through arrangements with
collaborative partners or others that may require us to relinquish rights we may
have.

   Our independent auditors have issued their report on our financial
statements. This report contains an explanatory paragraph which expresses
substantial doubt regarding UroGen's ability to continue as a going concern
based on certain existing conditions. Successful completion of our development
program and transition, ultimately, to attaining profitable operations is
dependent upon obtaining additional financing adequate to fulfill our research
and development activities, and achieving a level of revenues adequate to
support our cost structure.

YEAR 2000 COMPLIANCE

   The Year 2000 issue refers to the inability of a date-sensitive computer
program to recognize a two-digit date field designated as "00" as the year 2000.
Mistaking "00" for 1900 could result in a system failure or miscalculations
causing disruptions to operations, an inability to process transactions or an
inability to engage in other normal business activities. This is a significant
issue for most companies with far-reaching implications, some of which cannot be
anticipated or predicted with any degree of certainty.

   We are in the process of addressing the Year 2000 issue. The majority of our
systems are either new or have been recently upgraded with upgrades including
Year 2000 compliance. Such upgrades have cost approximately $1,500 to date. We
do not engage in significant electronic interfaces with third parties. We have
confirmed Year 2000 compliance with all of our significant service providers and
with Baxter, and are in the process of confirming compliance of vendors that
provide critical materials. However, failure on the part of third parties we do
business with to be Year 2000 compliant could impact their operations, which
would, in turn, impact our operations. Additionally, we are in the process of
assessing all of our critical laboratory equipment to determine whether such
equipment contains embedded chips, and if so, whether such equipment is Year
2000 compliant. The most reasonably likely worse case scenario resulting from
the Year 2000 issue is unproductive operations. We will have a contingency plan
in place for Year 2000 issues by September 1999.

   We anticipate that the amount we will spend to modify or replace software in
order to remediate the Year 2000 issue should not have a material effect on
UroGen's liquidity or results of operations. Additionally, those costs are not
expected to cause reported financial information not to be indicative of future
operating results or future financial condition.

                                       10
<PAGE>

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     At June 30, 1999, the Company's cash and cash equivalents were invested in
liquid checking and money market accounts, and will not change in value if
interest rates change. Accordingly, an immediate 10% change in interest rates
would not have an impact on our financial condition or results of operations.

     The Company does not conduct business with foreign entities, and does not
have any foreign exchange risk.

                                       11
<PAGE>

                                 UROGEN CORP.
                       (A Development Stage Enterprise)

                          PART II. OTHER INFORMATION
                          --------------------------

Item 1.  LEGAL PROCEEDINGS

        None.

Item 2.  CHANGES IN SECURITIES

        In May 1999, the Company issued 218,433 shares of common stock to the
        Immune Response Corporation (IRC) for $218 upon IRC's exercise of its
        warrant to purchase common stock of UroGen Corp.

        In May 1999, the Company issued 10,000 shares of common stock valued at
        $2,900, based on the market value of the stock on the date of issuance,
        to Dr. Daniel Mercola to satisfy a milestone payment under a consulting
        agreement.

        In June 1999, the Company converted then outstanding unsecured
        convertible notes payable in the amount of $1,430,000 and the accrued
        interest thereon into 2,460,811 shares of common stock in accordance
        with the terms of the Note and Warrant Purchase Agreements entered into
        in July 1998 and April 1999.

        UroGen Corp. relied on the exemption from registration provided by Rule
        506 of Regulation D, and/or Section 4(2) under the Securities Act of
        1933, as amended for all of the above issuances.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

        None.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

                                       12
<PAGE>

Item 5.  OTHER INFORMATION

        Market for Registrant's Common Equity

              None of the shares of capital stock of the Company issued in the
              Distribution or otherwise, or acquired through the exercise of
              stock options could be sold prior to December 31, 1997 except for
              the following transfers: (i) transfers by gift, will, bequest or
              the applicable laws of descent and distribution; (ii) non-sale
              distributions by partnerships, corporations or trusts to their
              partners, shareholders or beneficiaries; (iii) transfers to the
              Company; and (iv) transfers pursuant to qualified domestic
              relations order as defined by the Code or the rules thereunder. In
              the case of any such permitted transfers, the shares in the hands
              of the transferees will continue to be subject to the same
              transfer restriction. No market for the Company's shares of
              capital stock existed prior to January 1, 1998. A limited market
              on the Electronic Bulletin Board has recently been established.
              The Company trades under the symbol UROG. No assurance can be
              given that any active trading market will be sustained.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

        Exhibit 27                Financial Data Schedule

                                       13
<PAGE>

                                  SIGNATURES


In accordance with the requirements of the Exchange Act, the Registrant has
caused this Report to be signed on its behalf by the undersigned, hereunto duly
authorized.


                                UROGEN CORP.
                                ----------------------------
                                A Delaware Corporation






Date:  August 5, 1999       /s/ Carin D. Sandvik
                                ----------------------------
                                Carin D. Sandvik
                                Controller, Chief Accounting Officer & Secretary
                                (Principal financial and accounting officer)

                                       14